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HomeMy WebLinkAbout062215_ca02Consent Agenda Regular Agenda JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS AGENDA REQUEST TO: Board of Commissioners Philip Morley, County Administrator FROM: Su Tipton, WSU Financial Coordinator DATE: June 22, 2015 RE: Request for Approval of Professional Service Contract STATEMENT OF ISSUE: Interpretative Sign Design for Fort Townsend Project. ANALYSIS: Consultant will complete artwork and design for two interpretative panel signs to be placed near the beach at Fort Townsend. Project is to educate and inform visitors about shoreline habitats and the benefits of armor removal. FISCAL IMPACT: The sources of funding provided as described in Grant No. SEANWS- 2014-JeCoWS- 00006. RECOMMENDATION: Recommend approval and signing to finalize the contract. DEPARTMENT CONTACT: Su Tipton REVIEWED BY: (_ lip Mop ounty Ad ' t ator Date CONTRACT FOR PROFESSIONAL SERVICES FOR INTERPRETIVE SIGN DESIGN for the JEFFERSON COUNTY MARINE RESOURCES COMMITTEE'S FORT TOWNSEND PROJECT This Contract for Professional Services (the Contract) is entered into between the County of Jefferson, a municipal corporation, hereinafter referred to as the County, and Larry and Nancy Cherry Eifert [115 Hilton Avenue, Port Townsend, WA 98368 (360- 379 - 0703)], hereinafter referred to as the Consultant, in consideration of the mutual benefits, terms, and conditions hereinafter specified. Both County and Consultant may be referred to as "Parry" or "Parties." Purpose: The Jefferson County Marine Resources Committee desires to hire a consultant to design two interpretive panels, including artwork and graphic design, for a shoreline restoration project at Fort Townsend State Park. SECTION 1. EFFECTIVE DATE OF CONTRACT The Contract will become effective on May 8, 2015. The Consultant shall deliver all work products required pursuant to this agreement by December 30, 2015. The Contract will terminate on December 31, 2015. SECTION 2. SERVICES TO BE PROVIDED 2.1 A description of the services to be performed by the Consultant is set forth in Exhibit A, entitled "Scope of Work Services," which is attached to the Contract and incorporated by this reference. 2.2 The Consultant agrees to provide its own labor and materials and to pay for its own "overhead," including but not limited to, if applicable, rent, utilities, salaries, wages, taxes and licenses. Unless otherwise provided for in the Contract, no material or labor will be furnished by the County. 2.3 The Consultant will perform the work specified in the Contract according to standard industry practices and in conformity with state law. 2.4 The Consultant will complete its work in a timely manner and in accordance with the schedule agreed to by the parties. 2.5 Source of Funds. The sources of funding provided by the County are Environmental Protection Agency (EPA) funding through the Puget Sound Partnership Technical Investigations and Implementation, CFDA #66.456, as described in Grant No. SEANWS- 2014- JeCoWS -00006 Northwest Straits Agreement between the State of Washington Department of Ecology and Jefferson County effective October 1, 2014 and additional EPA grant funds through the same CFDA #66.456 program currently committed to this project through the Northwest Straits Foundation for FY 2015 -2016, but not yet contracted to the County. SECTION 3. CONTRACT REPRESENTATIVES 3.1 The County and the Consultant will each have the following contract representatives. A party may change its representative upon providing written notice to the other party. The parties' representatives are as follows: County's Contract Supervisor Cheryl Lowe, Marine Resources Committee Coordinator WSU Extension 380 Jefferson St Port Townsend, WA 98368 (360) 379 -5610 x 230 cheryl.lowe @wsu.edu Consultant's Contract Representative Larry and Nancy Cherry Eifert 115 Hilton Avenue Port Townsend, WA 98368 360 - 379 -0703 larryCdlarryeifert.com SECTION 4. COMPENSATION 4.1 Total Payment for the work provided by Consultant shall be made as provided on Exhibit "A" attached hereto, provided that the total amount of payment to Consultant shall not exceed seven thousand and six hundred and fifty dollars (57,650.00) including tax without express written modification of the agreement signed by the County. In the absence of a written change to Exhibit "A" (Scope of Work), the budget listed in the Scope of Work shall control and limit the compensation Consultant is entitled to. 4.2 Unless otherwise provided in the Contract, the Consultant may submit an invoice upon completion of each task specified in Exhibit "A ". Payment will be made promptly upon ascertainment and verification by the County that the task has been completed and accepted by the County. The Consultant will be paid only for work expressly authorized in the Contract. 4.3 The Consultant will not be entitled to payment for any services that were performed prior to the effective date of the Contract or after its termination, unless a provision of the Contract expressly provides otherwise. 4.4 If Consultant fails to perform any substantial obligation and the failure has not been cured within 15 business days following notice from the County, the County may, in its sole discretion and upon written notice to the Consultant, withhold all monies due the Consultant, without penalty, until such failure to perform is cured. SECTION 5. AMENDMENTS AND CHANGES IN WORK 5.1 In the event of any errors or omissions by the Consultant in the performance of any work required under the Contract, the Consultant will make all necessary corrections without additional compensation. All work submitted by the Consultant will be certified by the Consultant and checked by the Consultant for errors and omissions. The Consultant will continue to be responsible for the accuracy of work even after the work is accepted by the County. 5.2 In order to be effective, any Contract renewal, amendment or modification must be in writing, be signed by both parties and be attached to the Contract. Work under a renewal, an amendment or a modification may not commence until the renewal, amendment or modification has been approved by the County Commissioners and has become effective. SECTION 6. HOLD HARMLESS AND INDEMNIFICATION 6.1 The Consultant will hold harmless, indemnify and defend the County, its officers, officials, employees and agents, from and against any and all claims, actions, suits, liability, loss, expenses, damages and judgments of any nature whatsoever, including reasonable costs and attorneys' fees in defense thereof, for injury, sickness, disability or death to persons or damage to property or business, caused by or arising out of the Consultant's acts, errors or omissions in the performance of the Contract. Provided, however, that the Consultant's obligation under this provision will not extend to injury, sickness, disability, death or damage caused by or arising out of the sole negligence of the County, its officers, officials, employees or agents. 6.2 The Consultant's obligations under these provisions include, but are not limited to, investigating, adjusting and defending all claims alleging loss from action, error or omission, or breach of any common law, statutory or other delegated duty by the Consultant, the Consultant's employees, agents or subcontractors. SECTION 7. INSURANCE 7.1 Prior to commencing work, the Consultant shall obtain at its own cost and expense the following insurance from companies licensed in the State with a Best's rating of no less than A:VII. The Consultant shall provide to the County Risk Manager certificates of insurance with original endorsements affecting insurance required by this clause prior to the commencement of work to be performed. The insurance policies required shall provide that thirty (30) days prior to cancellation, suspension, reduction or material change in the policy, notice of same shall be given to the County Risk Manager by registered mail, return receipt requested, for all of the following stated insurance policies. If any of the insurance requirements are not complied with at the renewal date of the insurance policy, payments to the Consultant shall be withheld until all such requirements have been met, or at the option of the County, the County may pay the renewal premium and withhold such payments from the moneys due the Consultant. The County may, upon the Consultant's failure to comply with all the provisions of this contract relating to insurance, withhold payment or compensation that would otherwise be due to the Consultant. All notices shall name the Consultant and identify the agreement by contract number or some other form of identification necessary to inform the County of the particular contract affected. Any coverage for third party liability claims provided to the County by a "Risk Pool" created pursuant to Ch. 48.62 RCW shall be non - contributory with respect to any policy of insurance the Contractor must provide to comply with this Agreement. If the proof of insurance or certificate indicating the County is an "additional insured" to a policy obtained by the Contractor refers to an endorsement (by number or name) but does not provide the full text of that endorsement, then it shall be the obligation of the Contractor to obtain the full text of that endorsement and forward that full text to the County. A. Workers Compensation and Employers Liability Insurance. Worker's Compensation insurance must be in place if the Consultant has employees. The Consultant shall procure and maintain for the life of the contract, Workers Compensation Insurance, including Employers Liability Coverage, in accordance with the laws of the State of Washington. B. General Liability (1) - with a minimum limit per occurrence of one million dollars ($1,000,000) and an aggregate of not less than two million dollars ($2,000,000) for bodily injury, death and property damage unless otherwise specified in the contract specifications. This insurance coverage shall contain no limitations on the scope of the protection provided and indicate on the certificate of insurance the following coverage: 1. Broad Form Property Damage with no employee exclusion; 2. Personal Injury Liability, including extended bodily injury; 3. Broad Form Contractual /Commercial Liability including completed operations (Consultants only); 4. Premises - Operations Liability (M &C); 5. Independent Consultants and Sub - contractors; and 6. Blanket Contractual Liability. (1) Note: The County shall be named as an additional insured parry under this policy. C. Automobile (2) - with a minimum limit per occurrence of $250,000 for bodily injury, death and property damage and an aggregate of not less than $500,000 unless otherwise specified in the contract specifications. This insurance shall indicate on the certificate of insurance the following coverage: 1. Owned automobiles; 2. Hired automobiles; and, 3. Non -owned automobiles. (2) Note: The County shall be named as an additional insured parry under this policy. Any deductibles or self- insured retention shall be declared to and approved by the County prior to the approval of the contract by the County. At the option of the County, the insurer shall reduce or eliminate deductibles or self - insured retention or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. The Consultant shall include all sub - contractors as insured under its insurance policies or shall furnish separate certificates and endorsements for each sub - contractor. All insurance provisions for sub - contractors shall be subject to all of the requirements stated herein. Failure of the Consultant to take out and /or maintain any required insurance shall not relieve the Consultant from any liability under the Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations concerning indemnification. It is agreed by the parties that insurers shall have no right of recovery or subrogation against the County (including its employees and other agents and agencies), it being the intention of the parties that the insurance policies so affected shall protect both parties and be primary coverage for any and all losses covered by the above described insurance. It is further agreed by the parties that insurance companies issuing the policy or policies shall have no recourse against the County (including its employees and other agents and agencies) for payment of any premiums or for assessments under any form of policy. It is further agreed by the parties that any and all deductibles in the above described insurance policies shall be assumed by and be at the sole risk of the Consultant. It is agreed by the parties that judgments for which the County may be liable, in excess of insured amounts provided herein, or any portion thereof, may be withheld from payment due, or to become due, to the Consultant until such time as the Consultant shall furnish additional security covering such judgment as may be determined by the County. The County reserves the right to request additional insurance on an individual basis for extra hazardous contracts and specific service agreements. Any coverage for third party liability claims provided to the County by a "Risk Pool" created pursuant to Ch. 48.62 RCW shall be non - contributory with respect to any policy of insurance the Consultant must provide in order to comply with this Agreement. If the proof of insurance or certificate indicating the County is an "additional insured" to a policy obtained by the Consultant refers to an endorsement (by number or name) but does not provide the full text of that endorsement, then it shall be the obligation of the Consultant to obtain the full text of that endorsement and forward that full text to the County. The County may, upon the Consultant's failure to comply with all provisions of this contract relating to insurance, withhold payment or compensation that would otherwise be due to the Consultant. 7.2 Miscellaneous Insurance Provisions. A. The Consultant's liability insurance provisions will be primary with respect to any insurance or self - insurance programs covering the County, its elected and appointed officers, officials, employees and agents. B. The Consultant's insurance will apply separately to each insured against whom claim is made or suit is brought, subject to the limits of the insurer's liability. C. The Consultant will include all subcontractors as insurers under its policies or will furnish separate certificates and endorsements for each sub - contractor. All coverage for sub - contractors will be subject to all of the requirements stated in these provisions. D. The insurance limits mandated for any insurance coverage required by the Contract are not intended to be an indication of exposure, nor are they limitations on indemnification. E. The Consultant will maintain all required policies in force from the time services commence until services are completed. Certificates, policies and endorsements scheduled to expire before completion of services will be renewed before expiration. If the Consultant's liability coverage is written as a claims -made policy, then the Consultant must evidence the purchase of an extended - reporting period or "tail" coverage for a three -year period after completion of the services. SECTION 8. TERMINATION 8.1 The County may terminate the Contract in whole or in part whenever the County determines in its sole discretion that such termination is in the best interests of the County. The County may terminate the Contract upon giving the Consultant 20 days' written notice. In that event, the County will pay the Consultant for all costs incurred by the Consultant in performing the Contract up to the date of such notice, subject to the other provisions of the Contract. 8.2 If funding for the underlying project or matter is withdrawn, reduced or limited in any way after the Contract is signed or becomes effective, the County may immediately terminate the Contract notwithstanding any other termination provision in the Contract. Termination under this provision will be effective upon the date specified in the written notice of termination sent by County to the Consultant. No costs incurred after the effective date of the termination will be paid. 8.3 If the Consultant breaches any of its obligations under the Contract, and fails to cure the breach within 15 business days of written notice to do so by the County, the County may terminate the Contract. In that event, the County will pay the Consultant only for the costs of services accepted by the County. Upon such termination, the County, at its discretion, may obtain performance of the work elsewhere, and the Consultant will bear all costs and expenses incurred by the County in completing the work and all damages sustained by the County by reason of the Consultant's breach. SECTION 9. ASSIGNMENT, DELEGATION AND SUBCDNIFACIING 9.1 The Consultant will perform under the Contract using only its bona fide employees or agents, and the obligations and duties of the Consultant under the Contract will not be assigned, delegated or subcontracted to any other person or firm without the prior express written consent of the County. Said written consent shall not be unreasonably withheld. 9.2 The Consultant warrants that it has not paid, nor has it agreed to pay, any company, person, partnership or firm, other than a bona fide employee working exclusively for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of the Contract. SECTION 10. INDEPENDENT CONSULTANT 10.1 The Consultant's services will be furnished by the Consultant as an independent Consultant and not as an agent, an employee or a servant of the County. The Consultant specifically has the right to direct and control Consultant's own activities in providing the agreed services in accordance with the specifications set out in the Contract. The Consultant shall perform the contracted work. Any designee shall have prior County approval to substitute for the contracted representative. 10.2 The Consultant acknowledges that the entire compensation for the Contract is set forth in the compensation provisions of the Contract and the Consultant is not entitled to any County benefits, including, but not limited to: vacation pay; holiday pay; sick leave pay; medical, dental or other insurance benefits; fringe benefits; or any other rights or privileges afforded to Jefferson County employees. 10.3 The Consultant will have and maintain complete responsibility and control over all of its sub - contractors, employees, agents and representatives. No sub - contractor, employee, agent or representative of the Consultant will be or be deemed to be, or act or purport to act, as an employee, agent or representative of the County. 10.4 Consultant as an independent Consultant shall NOT have the authority to bind Jefferson County to any action, forbearance of action, contract, promise, expense or other item of value bargained for and exchanged. SECTION 11. NONDISCRIMINATION The Consultant, its assignees, delegates or subcontractors will not discriminate against any person in performance of any of its obligations under the Contract on the basis of race, color, creed, religion, national origin, age, sex, marital status, veteran status or the presence of any disability. SECTION 12. OWNERSHIP OF MATERIALS/WORKS PRODUCED 12.1 Ownership of Documents and Data. The following applies to all of the interpretive panels created by the Consultant, as described in Exhibit A: a) Consultant will hold the copyright to all the paintings. b) The County will own all original art ( "paintings ") and can use it in any way it chooses. c) Consultant will provide the County with high- resolution digital files that can be used by the County in whole or in part to create other panels or exhibits, or for non - profit uses such as information brochures, newspaper stories, other exhibits, etc. The County shall, when possible, give a copy of printed product(s) to Consultant. d) If a product is created under this Contract from the original art and sold for profit, a separate agreement and possibly some royalties will be negotiated with Consultant. e) If a product is created using the original art, Consultant will be given a chance to bid on the production and printing of the product. SECTION 13. PATENT /COPYRIGHT INFRINGEMENT 13.1 The Consultant will hold harmless, indemnify and defend the County, its officers, officials, employees and agents, from and against any claimed action, cause or demand brought against the County, where such action is based on the claim that information supplied by the Consultant or sub - contractor infringes on any patent or copyright. The Consultant will be notified promptly in writing by the County of any notice of such claim. SECTION 14. DISPUTES 14.1 Differences, disputes and disagreements between the Consultant and the County arising under or out of the Contract will be brought to the attention of the County at the earliest possible time so that the matter may be settled or other appropriate action promptly taken. The first level of dispute resolution shall be a meeting between the respective Contract Representatives. Any dispute relating to the parties' rights, terms or obligations not resolved after the meeting of the Contract Representatives will be decided by the County Administrator. All rulings, orders, instructions and decisions of the County Administrator will be final and conclusive. SECTION 15. CONFIDENTIALITY 15.1 The Consultant, its employees, sub- contractors and their employees will maintain the confidentiality of all information provided by the County or acquired by the Consultant in performance of the Contract, except upon the prior express written consent of the County or upon an order entered by a court of competent jurisdiction. The Consultant will promptly give the County Administrator written notice of any judicial proceeding seeking disclosure of such information, as well as any contacts by citizens, proponents or interested parties as to matters before the Consultant. 15.3 The County is a political subdivision of the State of Washington and as such is subject to Ch. 42.56 RCW, the Public Records Act, which requires disclosure of non - exempt documents and records to a person or entity that requests such documents or records. This Contract, once executed, is a Public Record subject to production if it is requested. SECTION 16. CHOICE. OF LAW, JURISDICTION AND VENUE 16.1 The Contract will be construed as having been made and delivered within the State of Washington, and it is agreed by each party that the Contract will be governed by the laws of the State of Washington, both as to its interpretation and performance. 16.2 Any action of law, suit in equity or other judicial proceeding arising under or out of the Contract may be instituted and maintained only in Superior Court for Jefferson County. 16.3 Should a dispute arise over the terns and obligations described in this Contract or the quality or quantity of the work performed by the Consultant pursuant to this Contract, then each party shall be responsible for its attorney's fees and court costs. SECTION 17. MISCELLANEOUS 17.1 No Waiver. The parties agree that the excuse or forgiveness of performance, or waiver of any provisions of the Contract, does not constitute a waiver of such provision or future performance, or prejudice the right of the waiving party to enforce any of the provisions of the Contract at a later time. 17.2 Tax Payments. The Consultant will pay all applicable federal, state and local taxes, fees (including licensing fees) and other amounts including, but not limited to, the employer's portion of any taxes that arise from compensation owed or paid to employees, agents or representatives of the Consultant or are otherwise mandated by Title 26 U.S.C. 17.3 Legal Compliance. The Consultant and its sub - contractors, employees, agents and representatives will comply with all applicable federal, state and local laws, rules and regulations in their performance under the Contract and shall obtain all required permits, licenses or authorizations from any federal, state or local regulatory body licensing actions Consultant takes in furtherance of the terms and obligations of this Contract. The Consultant shall be entitled to seek legal advice from the Jefferson County Prosecuting Attorney or his or her designee to the extent that the Prosecuting Attorney or his or her designee can provide such legal advice in a manner consistent with the applicable rules governing a lawyer's conduct. 17.5 Records Inspection and Retention. The County may, at reasonable times, inspect the books and records of the Consultant relating to the performance of the Contract. The Consultant will retain for audit purposes all Contract - related records for at least six years after termination of the Contract. 17.6 Successors and Assigns. The County, to the extent permitted by law, and the Consultant each bind themselves, their partners, successors, executors, administrators and assigns to the other party to the Contract and to the partners, successors, administrators and assigns of such other party in respect to all covenants, terms and obligations within this Contract. 17.7 Severability. If a court of competent jurisdiction holds any provision of the Contract to be illegal, invalid or unenforceable, in whole or in part, the validity of the remaining provisions will not be affected, and the parties' rights and obligations will be construed and enforced as if the Contract did not contain the particular provision held to be invalid. If any provision of the Contract conflicts with any statutory provision of the State of Washington, the provision will be deemed inoperative to the extent of the conflict or modified to conform to statutory requirements. 17.8 Entire Agreement. The parties acknowledge that the Contract is the complete expression of their agreement regarding the subject matter of the contract. Any oral or written representations or understandings not incorporated in the Contract are specifically excluded. 17.9 Notices. Any notices will be effective if personally served upon the other party or if mailed by registered or certified mail, return receipt requested, to the addresses set out in the contract representatives provision of the Contract, Section 3.1 above. Notice may also be given by facsimile with the original to follow by regular mail. Notice will be deemed to be given three days following the date of mailing, or immediately if personally served. For service by facsimile, service will be effective at the beginning of the next working day. 17.10 No Third Party Beneficiaries. The parties to this Contract do not intend to confer any right or remedy upon any third party. IN WITNESS WHEREOF: Jefferson County and the Consultant have signed this contract on the date noted: JEFFERSON COUNTY Chairman Date: Attest/Authenticated: Deputy Clerk of the Board SERVICE PROVIDER Date: ZA—;proved as to Fo Only: a� 5)1Z /i5' David Alvarez, Deputy osecuting Attorney Exhibit A: Scope of Work 2015 Interpretive Signs at Fort Townsend State Park For Jefferson County Marine Resources Committee Larry and Nancy Cherry Eifert 115 Hilton Avenue Port Townsend, WA 98368 360 - 379 -0703 larry(a@larrveifert.com Purpose The purpose of the project is to educate and inform visitors about shoreline habitats and the benefits of armor removal. Consultant will complete the artwork and computer design for two interpretive panels, as described below, to be placed near the beach at Fort Townsend State Park. Assumptions 1. Larry and Nancy Eifert will hold the copyright to all the paintings. 2. Jefferson County Marine Resources Committee (MRC) will own all original art and can use it as desired. Framing of the art is not included in the Scope of Work. 3. Larry and Nancy Eifert will provide high - resolution digital files which may be used openly, in whole or in part, by the MRC for non - profit uses such as educational brochures, other exhibits, websites, bulletins, other educational promotions, etc. Whenever possible, the Eiferts will receive a copy of any printed products using this artwork. 4. If the product created from the original art is for commercial or for - profit use, a separate agreement will be negotiated with the product's creator. 5. MRC will provide text for the two panels. 6. MRC approval shall be required for all concept sketches, final sketches, final art and final designs of the panels, as described under "Deliverables and Deadlines ", provided below. Interpretive Panels Feeder Bluff Interpretive Panel: This panel will tell the story of eroding bluffs that create a constantly changing shoreline and the nature that lives in that shoreline habitat. Cost includes mural art and computer panel design. Shoreline Armoring Interpretive Panel: Panel will interpret the consequences of hard armoring on the shoreline and the benefits of restoring a healthy shoreline ecosystem. Cost includes mural art and computer panel design. Deliverables and Deadlines The following is a summary of tasks and deliverables. Invoices may be submitted to the County when each of the indicated deliverables have been completed and approved by the County's Contract Supervisor. Total costs (including sales tax) not to exceed $7,650. Fort Townsend State Park Interpretive Panels Billing amount (not including tax when deliverable is Task: Deadline: completed and approved: 1 Develop species lists & design ideas May 20, 2015 Submit two concept sketches for 2 panel design and content May 30, 2015 Complete sketches of two 3 panels including art and placement of text blocks June 15, 2015 $1,600 Paint art for two panels. 4 Photograph art and submit panel design that includes photographed art and draft text. August 31 $2,700 5 Make final corrections to art. Create digital design with approved art. Put high - resolution scans into panel design. Add final text and logos. Submit final panel designs for $1,100 (up to $1500 if extra change or approval. September 22 changes are requested) 6 Submit original art and final art and panel files on electronic disc. Paintings will not be framed. I October 15 1$1,200