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HomeMy WebLinkAbout041816_ca04�efason Public Health 615 Sheridan Street Port Townsend, WA 98368 www.JeffersonCountyPublicHealth.org Consent Agenda February 19, 2016 JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS AGENDA REQUEST TO: Board of County Commissioners Philip Morley, County Administrator FROM: Jean Baldwin, Director Anna McEnery DATE: SUBJECT: Agenda Item — Professional Service Agreement—Reynolds Training and Consulting; March 1, 2016 — July 1, 2016; for a total of $700.00 STATEMENT OF ISSUE: The County, on behalf of the Jefferson County Public Health, the Developmental Disabilities Program, is requesting Board approval of the Contract Reynolds Training and Consulting; March 1, 2016 — July 1, 2016; for a total of $700.00 ANALYSIS/ STRATEGIC GOALS/PRO'S and CON'S: This is a four-month contract with Reynolds Training and Consulting for updating and maintaining the website www.icchoices.org, which provides information, resources, education, and advocacy for people with disabilities, their families, and those who provide services and support. Reynolds Training and Consulting will scan pages, correct broken or outdated links, update and correct information and errors, and create and add new pages. FISCAL IMPACT/COST BENEFIT ANALYSIS: Funding for this contract comes from DDA contract 1563-42779, is budget neutral, and has no impact on the General Fund. RECOMMENDATION: JCPH management request approval of the Professional Services Agreement with Reynolds Training and Consulting; March 1, 2016 — July 1, 2016; for a total of $700.00 RMEWE"". Philip Morl oun inistrator Date Community Health Environmental Health Developmental Disabilities Water Quality 360-385-9400 360-385-9444 360-385-9401 (f) Always working for a safer and healthier community (f) 360-379-4487 PROFESSIONAL SERVICES AGREEMENT BETWEEN JEFFERSON COUNTY AND Reynolds Training and Consulting This agreement is entered into between the County of Jefferson, a municipal corporation, hereinafter referred to as "the County" and Reynolds Training and Consulting hereinafter referred to as "the Subcontractor" in consideration of the mutual benefits, terms, and conditions hereinafter specified. Section 1. Desitmation The County, on behalf of the Jefferson County Public Health, the Developmental Disabilities Program, acting in compliance under the Contract with the Reynolds Training and Consulting in agreement with the terms and conditions of the Statement of Work hereby contracts with the Subcontractor to perform duties as described in Exhibit A. Section 2. Terms This agreement shall commence on March 1, 2016 and continue through July 1, 2016 unless terminated as provided herein. The agreement may be extended beyond July 1, 2016 upon mutual consent of the County and the Subcontractor. Section 3. Scope of Aereement The Subcontractor agrees to perform the services, identified in Exhibit "A" A. The Subcontractor's services under this Agreement shall support the Jefferson County Developmental Disabilities Program's goals and objectives. B. The specific duties of the Subcontractor, including the services to be performed, are outlined in Exhibit A. C. The Subcontractor shall provide reporting detailed in Section 10. Section 4. Compensation The Subcontractor shall be paid by the County for completed work and for services rendered under this agreement as follows: A. Payment for the work provided by the Subcontractor shall not exceed a total of $700.00 (at a rate of $35.00 an hour for up to 20 hours) in the completion of this project without express written amendment signed by both parties to this Agreement. B. The Subcontractor may submit vouchers to the County for work completed to date. The County will review such vouchers, and upon approval thereof, payment will be made to the Subcontractor in the amount approved. C. The total compensation to the Subcontractor is limited by Section 4-A of this Agreement, which commence on March 1, 2016 and ends July 1, 2016. D. The County will make final payment of any balance due the Subcontractor promptly upon its ascertainment and verification after the completion of the work under this agreement and its acceptance by the County. Reynolds Training and Consulting 1 E. The Subcontractor 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. F. Ownership and use of documents. The Subcontractor acknowledges and agrees that any and all work product directly connected and/or associated with the services rendered hereunder, including but not limited to all documents, drawings, specifications, writings, samples, reports, pictures and the like which the Subcontractor drafts, makes, conceives, develops in the performance of the service hereunder, either solely and/or jointly with the County shall be the sole and exclusive property of the County. The Subcontractor further acknowledges that such material shall be considered work for hire and the Subcontractor acknowledges the County's sole and exclusive right to such copyright, patent, trademarks, trade names and other intellectual property right claims for said materials. Other materials produced by the Subcontractor in connection with the services rendered under this agreement shall be the property of the County whether the projects for which they are made are executed or not. The Subcontractor shall be permitted to retain copies, including reproducible copies, of drawings, writings, samples, reports, and specifications for information, reference, and use in connection with Subcontractor endeavors. The Subcontractor agrees not to publish, submit for publication, display or otherwise use said material for any reason whatsoever, without the express written consent of the County. Section 5. Compliance with laws The 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. Section 6. Indemnification The Subcontractor shall indemnify, defend and hold harmless the County, its officers, agents and employees, from and against any and all claims, lawsuits, demands for money damages, losses or liability, or any portion thereof, including attorney's fees and costs, arising from any injury to person or persons (including the death or injury of the Subcontractor or damage to personal property) if said injury or damage was caused by the negligent acts or omissions of the Subcontractor. Section 7. 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 Subcontractor, 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. 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); Reynolds Training and Consulting 2 Independent Contractors and subcontractors; 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 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 Reynolds Training and Consulting 3 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 be due to the Subcontractor. Section 8. Independence The Subcontractor and the County agree that the Subcontractor is an independent Subcontractor 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. The Subcontractor shall not 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 employee. Section 9. AssiEnments and SubcontractinE The Subcontractor may sublet or assign any of the services covered by this agreement but only with the express written consent of the County. Section 10. REPORTING The Subcontractor will provide electronic & hard copies of a report and an invoice for billing to the County as identified in Exhibit A. A quarterly invoice along with a copy of report shall be mailed to Jefferson County Public Health in care of the Developmental Disabilities County Coordinator, 615 Sheridan, Port Townsend WA 98368. Section 11. Termination A. 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. B. This agreement may also be terminated as provided below: 1. With 14 days notice by the Board of County Commissioners for any Reason, or 2. With 14 days notice by the Board of County Commissioners for non- performance of the specific job duties in Exhibit A. 3. With 14 days, notice by the Subcontractor by voluntary resignation. Modification Section 12. This employment agreement may be modified at any time by written agreement of all parties Reynolds Training and Consulting 4 Section 13. Integrated Aereement 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. Between the parties. This agreement may be amended only by written instrument signed by both County and Subcontractor. Approved this day of , 2016. BOARD OF COUNTY COMMISSIONERS JEFFERSON COUNTY, WASHINGTON Kathleen Kier, Chairwoman (Subcontractor) DATE / ! ATTEST: Clerk of the Board APPROVED AS TO FO C04 IjM ONLY: By: 16 Civil Deputy Prosecuting Attornefj Reynolds Training and Consulting 5 i a . 6 STATEMENT OF WORK Reynolds Training and Consulting I. WORK STATEMENT The Subcontractor shall agree to update and maintain the website www.jcchoices.org. The website provides information, resources, education and advocacy for people with disabilities, their families and those who provide services and support. II. PROGRAM DESCRIPTION A. Tasks 1. Subcontractor shall electronically scan all pages on the website for any broken or outdated links, once each month. 2. Subcontractor shall individually review all pages on the website for any changes in information, once every three months. 3. Subcontractor shall correct and update links and information at the time the errors are found, and when updates are needed. 4. Subcontractor shall create and add new web pages when new resources are discovered. 5. Subcontractor shall create and add new web pages when requested by County DD Coordinator. B. Requirements 1. Subcontractor will update and maintain the website www.jcchoices.org. The rate will be $35.00 per hour for up to 20 hours total. 2. Have a phone meeting with the DD Coordinator as needed. C. Reporting 1. Provide electronic & hardcopies of the invoice for billing and a report of accomplishments. D. Performance Standards 1. The Subcontractor shall provide Services. These services, as defined in Tasks Section ILA above. 2. The Subcontractor will adhere to the Requirements. These requirements as defined in Section II.B above. 2. The Subcontractor will adhere to the Reporting. Reporting as defined in Section ILC above. 4. The Subcontractor shall provide a bill for services with invoice and documentation. Invoice and documentation as defined in Section II.0 above. Reynolds Training and Consulting 6