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HomeMy WebLinkAboutJefferson Land Trust - 110215( PERSONAL SERVICES AGREEMENT Between Jefferson County And Jefferson Land Trust For Acquisition Services for the Duckabush River Floodplain — Gregory Property WHEREAS, Jefferson Land Trust (JLT) is secondary sponsor of Recreation and Conservation Office grant (RCO 413-1221) to fund the protection and restoration of the Gregory Property (APN#s 502171005, 502171006, and 502172005), and WHEREAS, JLT also holds the adjoining downstream properties, part of the Duckabush Wetlands Preserve created in partnership with Jefferson County (RCO #12-1385C) for the purpose of restoring riparian habitat necessary to the recovery of salmonids in the Duckabush River, and WHEREAS, JLT is uniquely qualified to develop, negotiate, hold and monitor conservation easements in Jefferson County, and WHEREAS, use of Conservation Futures funds towards the permanent protection of the Gregory Property was approved by the Board of County Commissioners in Resolution #29-13 on July 15, 2013, and WHEREAS, a Baseline Conditions Report is essential to the defense of the conservation easement. THIS AGREEMENT is entered into between the County of Jefferson a municipal corporation, hereinafter referred to as "the County", and Jefferson Land Trust, hereinafter referred to as "the Subcontractor", in consideration of the mutual benefits, terms, and conditions hereinafter specified. 1. Project Designation. The Subcontractor is retained by the County to manage negotiations and draft a conservation easement and purchase and sale agreement, produce a survey, and to develop baseline documentation for the Gregory Property consistent with salmon project agreement, RCO #13-1221C (Exhibit B). 2. Scope of Services. Subcontractor agrees to perform the services, identified on Exhibit A, attached hereto, including the provision of all labor, materials, equipment, and supplies. 3. Time for Performance. This Agreement shall commence on November 1, 2013, and continues through December 31, 2016, unless terminated as provided herein. The agreement may be extended beyond December 31, 2016 by mutual written consent. 4. lament. The Subcontractor shall be paid by the County for completed work and for services rendered under this agreement as follows: a. The Subcontractor will be reimbursed for all work performed under the terms of this Page 1 of 9 Acquisition Services for the Duckabush River Floodplain — Gregory Property contract. Payment for the work provided by the Subcontractor shall not exceed $19,820.00 in the completion of this project without express written amendment signed by both parties to this Agreement. b. Funding for this contract will be provided by a RCO grant. If funding from RCO is withdrawn, reduced, or limited in any way after the effective date of this agreement, this contract may be renegotiated or terminated as provided herein. c. The Subcontractor may submit invoices to the County not more than once per month, but not less than quarterly, during the progress of the work for work completed to date. Such invoices will be checked by the County, and upon approval thereof, payment will be made to the Subcontractor in the amount approved. d. Final payment of any balance due the Subcontractor of the total contract price earned will be made promptly upon its ascertainment and verification by the County after the completion of the work under this agreement and its acceptance by the County. e. Payment as provided in this section shall be full compensation for work performed, services rendered and for all materials, supplies, equipment and incidentals necessary to complete the work. f. The Subcontractor's records and accounts pertaining to this agreement are to be kept available for inspection by representatives of the County and state for a period of six (6) years after final payments. Copies shall be made available upon request. 5. Ownership and Use of Documents. All documents, drawings, specifications and other materials produced by the Subcontractor in connection with the services rendered under this agreement shall be the property of the County whether the project for which they are made is executed or not. The Subcontractor shall be permitted to retain copies, including reproducible copies, of drawings and specifications for information, reference and use in connection with Subcontractor's endeavors. 6. Compliance with Laws. Subcontractor shall, in performing the services contemplated by this agreement, faithfully observe and comply with all federal, state, and local laws, ordinances and regulations, applicable to the services to be rendered under this agreement. 7. Indemnification. The Subcontractor agrees to indemnify, defend and hold the County and its departments, elected and appointed officials, employees, agents and volunteers harmless from and against any and all claims, damages, losses and expenses, including but not limited to court costs and attorney's fees or any alternative resolution dispute costs, for any personal injury, for any bodily injury, sickness, disease or death and for any damage to or destruction of any property to the extent caused by any act or omission of the Subcontractor, its employees, agents or volunteers. This indemnification obligation of the Subcontractor shall not be limited in any way by the Washington State Industrial Insurance Act, RCW Title 51, or by application of any other worker's compensation act, disability benefit act or other employee benefit act, and the Subcontractor hereby expressly waives any immunity afforded by such acts. The foregoing Page 2 of 9 Acquisition Services for the Duckabush River Floodplain — Gregory Property indemnification obligations of the Subcontractor represent a material inducement to the County to enter into this Agreement, are reflected in the Subcontractor's compensation and have been mutually negotiated and agreed to by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 8. Insurance. The Subcontractor shall obtain and keep in force during the terms of the Agreement, policies of insurance as follows: If and only if the Subcontractor employs any person(s) in the status of employee or employees separate from or in addition to any equity owners, sole proprietor, partners, owners or shareholders of the Consultant, Worker's Compensation Insurance in an amount or amounts that are not less than the required statutory minimum(s) as established by the State of Washington or the state or province where the Subcontractor is located. Commercial Automobile Liability Insurance providing bodily injury and property damage liability coverage for all owned and non -owned vehicles assigned to or used in the performance of the work for a combined single limit of not less than $500,000 each occurrence with the COUNTY named as an additional insured in connection with the Subcontractor's performance of the contract. General Commercial Liability Insurance in an amount not less than a single limit of one million dollars ($1,000,000) per occurrence and aggregate of not less than two (2) times the occurrence amount ($2,000,000.00 minimum) for bodily injury, including death and property damage, unless a greater amount is specified in the contract specifications. The insurance coverage shall contain no limitations on the scope of the protection provided and include the following minimum coverage: a. Broad Form Property Damage, with no employee exclusion; b. Personal Injury Liability, including extended bodily injury; C. Broad Form Contractual/Commercial Liability — including completed operations; d. Premises — Operations Liability (M&C); e. Independent Contractors and subcontractors; f. Blanket Contractual Liability. Such insurance coverage shall be evidenced by one of the following methods: * Certificate of Insurance; * Self-insurance through an irrevocable Letter of Credit from a qualified financial institution. Certificates of coverage as required by this section shall be delivered to the County within fifteen (15) days of execution of this agreement. Any deductibles or self-insured retention shall be declared to and approved by the County Page 3 of 9 Acquisition Services for the Duckabush River Floodplain — Gregory Property 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 Subcontractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. The Subcontractor shall include all subcontractors as insured under its insurance policies or shall furnish separate certificates and endorsements for each subcontractor. All insurance provisions for subcontractors shall be subject to all of the requirements stated herein. Failure of the Subcontractor to take out and/or maintain any required insurance shall not relieve The Subcontractor 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 Subcontractor. 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 Subcontractor until such time as the Subcontractor 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 Subcontractor 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 Subcontractor 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 Subcontractor to obtain the full text of that endorsement and forward that full text to the County. The County may, upon the Subcontractor's failure to comply with all provisions of this contract relating to insurance, withhold payment or compensation that would otherwise Page 4 of 9 Acquisition Services for the Duckabush River Floodplain — Gregory Property be due to the Subcontractor. 9. Independent Contractor. The Subcontractor and the County agree that the Subcontractor is an independent contractor with respect to the services provided pursuant to,this agreement. Nothing in this agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither Subcontractor nor any employee of Subcontractor shall be entitled to any benefits accorded County employees by virtue of the services provided under this agreement. The County shall not be responsible for withholding or otherwise deducting federal income tax or social security or for contributing to the state industrial insurance program, otherwise assuming the duties of an employer with respect to Subcontractor, or any employee of Subcontractor. 10. Discrimination Prohibited. The Subcontractor, with regard to the work performed by it under this agreement, will not discriminate on the grounds of race, color, national origin, religion, creed, age, sex, or the presence of any physical or sensory handicap in the selection and retention of employees or procurement of materials or supplies. 11. Termination. The County reserves the right to terminate this contract in whole or in part, without prior written notice, in the event that expected or actual funding from any funding source is withdrawn, reduced, or limited in any way after the effective date of this agreement. In the event of termination under this clause, the County shall be liable for only payment for services rendered prior to the effective date of termination. a. This agreement may also be terminated as provided below: i. With 30 days notice by the Board of County Commissioners for any reason, or ii. With 30 days notice by the Board of County Commissioners for non-performance of the specific job duties in Exhibit A. iii. With 30 days notice by the Subcontractor by voluntary resignation. 12. Integrated Agreement. This Agreement together with attachments or addenda, represents the entire and integrated agreement between the County and the Subcontractor and supersedes all prior negotiations, representations, or agreements written or oral. This agreement may be amended only by written instrument signed by both County and Subcontractor. Page 5 of 9 Acquisition Services for the Duckabush River Floodplain —Gregory Property Signature Page: Acquisition Services, Duckabush River Floodplain — Gregory Property DATED this day of / VOi 2015 By David Sullivan, Chair Jefferson Board of County Commissioners By Ca -44L - Sarah Spaetl Director of Conservation Jefferson Land Trust 1033 Lawrence St Port Townsend WA 98368 Ph. 360.379.9501 ext. 101 sspaeth@saveland.org Attest/Authenticated: -ate e,L Clerk of the 18oard,qr� Page 6 of 9 Acquisition Services for the Duckabush River Floodplain —Gregory Property Exhibit A: Scone of Work Jefferson Land Trust (Subcontractor) will conduct and manage landowner negotiations in order to establish permanent protections for the Gregory Property (APN #s 502171005, 502171006, and 502172005) for the purpose of salmon recovery and improved floodplain function along the Duckabush River consistent with the policies and procedures of Recreation and Conservation Office (RCO) Grant #13-1221 C. The Subcontractor will develop a conservation easement, purchase and sale agreement, provide a survey of the building envelope, and develop a Baseline Conditions Report to document the conservation values being protected. Task I — Conservation Easement Development and Landowner Negotiations: The Subcontractor will negotiate with landowners to draft a conservation easement which provides permanent protections to salmon habitat and floodplain conservation values with the exception of a 1 -acre building envelope surrounding an existing cabin. The Subcontractor will present the Just Compensation Value to the landowners and negotiate a Purchase & Sale Agreement. The draft documents will be submitted to Jefferson County and the Recreation and Conservation Office for approval prior to closing. The Subcontractor will execute the documents, record them as applicable, and provide PDFs copies to Jefferson County and to RCO within 30 days of closing. Deliverables: Draft Conservation Easement, Draft Purchase & Sale Agreement Due: December 1, 2015 Task 2 — Survey. The Subcontractor will hire a professional surveyor to conduct a survey to identify the building envelope permitted by the conservation easement. Deliverables: Survey Due: February 1, 2016 Task 3 — Baseline Conditions Report. The Subcontractor will develop a Baseline Conditions Report that, at a minimum, describes the conservation values, local ecology, property conditions, surrounding land use, and potential threats to the conservation values at time of closing. Deliverables: Baseline Conditions Report Due: June 1, 2016 Cost: Page 7 of 9 Acquisition Services for the Duckabush River Floodplain —Gregory Property BUDGET CATEGORY Specific Element Rate or Cost Estimate Calculation Task 1 Conservation Easement 124 hours @ $6,200 Landowner $50/hour Negotiations Task 2 Survey Subcontractor Up to $8,820 Task 3 Baseline Conditions 96 hours @ $4,800 Report $50/hour Total $19,820.00 Page 8 of 9 Acquisition Services for the Duckahush River Floodplain — Gregory Property Exhibit B: RCO #13-1221 Project Agreement Page 9 of 9 615 Sheridan Street lason Port Townsend, WA 98368 www.I ffersonCountyPublicHealth.org Public Healt Consent Agenda September 25, 2015 JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS AGENDA REQUEST TO: Board of County Commissioners Philip Morley, County Administrator FROM: Jared Keefer, Environmental Health Director Tami Pokorny, Environmental Health Specialist DATE: SUBJECT: Agenda Item – Personal Services Agreement—Acquisition Services the Duckabush River Floodplain, Gregory Property Acquisition, Jefferson Land Trust; Nov. 1, 2013 – Dec. 31, 2016; $-14,88-4f J STATEMENT OF ISSUE: Jefferson County Public Health, Water Quality Division, requests Board approval of the Personal Services Agreement with Jefferson Land Trust for acquisition services for the Duckabush River Floodplain, Gregory Property Acquisition (Resolution #29-13); Nov. 1, 2013 — Dec. 31, 2016; $11,569,1 9 ANALYSIS/ STRATEGIC GOALS/PRO'S and CON'S: This Personal Services Agreement contracts Jefferson Land Trust to manage negotiations and draft conservation easement, purchase and sale agreement documents, as well as produce a survey and to develop baseline documentation for the Gregory Properly consistent with salmon project agreement, RCO #13-1221C. Jefferson Land Trust is the Sole Source provider for this service resultant of their role as secondary sponsor of Recreation and Conservation Office grant (RCO #13-1221), the projects funding source. The Gregory Property consists of Jefferson County parcels 502-171-005, 006, and 502-172005. Jefferson Land Trust holds adjoining downstream properties as part of the Duckabush Wetlands Preserve created in partnership with JC (RCO #12-1385C), which furthers their position as Sole Source. Jefferson Land Trust is uniquely qualified to develop, negotiate, hold and monitor conservation easements in Jefferson County. FISCAL IMPACT/COST BENEFIT ANALYSIS: The Personal Services Agreement is fully funded by the Jefferson Cpunty Conservation Futures Fund grant RCO #13-1221. There is no impact on the General Fund. ��l'l�r/ri`7�>>_L U�� -G�t 4-,7v`�j° RECOMMENDATION: JCPH management request approval of the Personal Services Agreement with Jefferson Land Trust for acquisition services for the Duckabush River Floodplain, Gregory Property Acquisition (Resolution #29-13), Nov. 1, 2013 — Dec. 31, 2016; $� /77 'WeV RE BY: P Ip Morley,ou tAdlnin�stKater— Community eaith Developmental Disabilities 360-385-9400 Date 360-385-9401 (f) Always working for a safer and healthier community Environmental Health water Quality 360-385-9444 (f) 360-379-4487 615 Sheridan Street Port Townsend, WA 98368 www.JeffersonCountyPublicHealth.org TO: Board of County Commissioners Philip Morley, County Administrator FROM: Tami Pokorny, Environmental Health Specialist II DATE: October 1, 2015 SUBJECT: Sole Source Procurement Request —Duckabush River Floodplain Environmental Health requests approval of this agreement— for personal services from Jefferson Land Trust related to the acquisition of a conservation easement on the Gregory Property to protect floodplain habitat and processes important to several salmon species —as a sole source procurement as required under JCC 3.55.170 and Chapter 15 of the State Administrative and Accounting Manual (Olympia, WA 2007-2008) for the following reasons: Jefferson Land Trust is uniquely qualified to develop and hold conservation easements in Jefferson County. Jefferson Land Trust has negotiated and holds more than 50 conservation easements here in partnership with numerous landowners and funding agencies and routinely produces supporting documentation, such as Baseline Conditions Reports, that are necessary to the legal defense of conservation easements. Jefferson Land Trust is accredited by the Land Trust Alliance (www.landtrustalliance.org). In 2013, Jefferson Land Trust was a partner in Environmental Health's successful application to the Board of County Commissioners for conservation futures funds towards the acquisition of a conservation easement on the Gregory Property. Jefferson Land Trust is also a secondary sponsor of the County's RCO Salmon Recovery Funding Board agreement which will provide the balance of the easement acquisition as well as related restoration funding (RCO #13-1221). Jefferson Land Trust owns the adjoining downstream properties, now referred to as the Duckabush Wetlands Preserve. The Preserve was created, in part, through previous collaborations with the County. Additional protections for the Gregory property contribute to a reach -scale protections for the "Powerlines" stretch of the Duckabush River. This section contains an active channel migration zone with highly productive habitat features such as side channels that are used extensively by four species of salmon, steelhead, elk and beaver. Jefferson Land Trust has already demonstrated commitment to the stewardship of Duckabush Powerlines Reach and its compatible public use. A goal of the Duckabush Wetlands Preserve Stewardship Plan is to "provide access for low -impact public, education, and scientific use." Jefferson Land Trust also offers periodic guided tours of the properties by Jefferson Land Trust Community Health Environmental Health Developmental Disabilities Water Quality 360-385-9400 360-385-9444 360-385-9401 (t) Always working for a safer and healthier community (f) 360-379-4487 through its Natural History Program. The next is scheduled for Saturday, October 24 (more info by writing JLTnatural@saveland.org). For these reasons, it is my professional judgement that Jefferson Land Trust may be awarded this contract without competition. It has uniquely demonstrated a commitment to protecting the Powerlines Reach of the Duckabush River, owns two downstream properties, is very well qualified to perform the necessary personal services, and actively engages the public in learning about the habitat values of the Duckabush floodplain. Community Health Developmentol Disabilities 360-3859400 360-385-9401 (t) Always working for a safer and healthier community Environmental Health Water Quality 360-385-9444 )t) 360-379-4487 �eJ[son Public Healt 615 Sheridan Street Port Townsend, WA 98368 www.JeffersonCountyPublicHealth.org CONTRACT REVIEW FORM CONTRACT WITH: Jefferson Land Trust SEP 25 Kii WQ-15-221 CONTRACT FOR: Conservation Futures Fund Gregory TERM`: 11/l/2013-12/31/2016 Acquisition UNITY DEPARTMENT. Jefferson County Public Health For More Information Contact: Tami Pokorny Contact Phone #: X498 RETURN TO: Denise Banker RETURN BY: ASAP AMOUNT: Revenue: Expenditure: $34-,00:00— Matching .14389:0 -'Matching Funds Required: Source(s) of Matching Funds: Step 1. 1%I 32=) Review by: Date Revie PROCESS ❑ Exempt from Bid Process ❑ Consultant Selection Process 13 Cooperative Purchase ❑ Competitive Sealed Bid ❑ Small Work Roster ❑ Vendor List Bid ❑ RFP or RFQ ❑O Other: JTL, Sole Source ❑ APPROVED FORM Returned for revision (See C Comments: cam,-�d� �_ Review Date Reviewed: 'ED AS TO FORM Retur ed f r revision (S9p Comments) rr tC7P� � Tr Ed fir, �1L6�Z�ytcl�tJ � J�1}, /A�If, d ed A. /,, / / �lS .�v��tiA 11 A (This form to stay with contract throughout the contract review process) Community Health Environmental Health Developmental Disabilities Water Quality 360-365-9400 r- `.... .. 360-385-9444 360-385-9401 (f) Always working for a safer and -healthier -community (1) 360-379-4487