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HomeMy WebLinkAbout062016_ca02Consent Agenda Regular Agenda JEFFERSON 7NTY BOARD OF COUNTY C . tMISSIONERS AGENDA REQUEST TO: Board of Commissioners FROM: Su Tipton DATE: 6/20/16 RE: NOSC and Jefferson County Noxious Weed Control Professional Service Contract STATEMENT OF ISSUE: Professional Services Management plan and landowner outreach. ANALYSIS: Jefferson County Noxious Weed to be acting contractor to perform acquisition services and assist in riparian management plan and landowner outreach strategy development for the Chimacum Watershed. FISCAL IMPACT: Compensation to Jefferson County Noxious Weed Control Board as contractor is funded through NOSC by the EPA to the DOE; will not exceed $4359.84. RECOMMENDATION: Recommend Board of Commissioners approve this Professional Service Contract. DEPARTMENT CONTACT: Su Tipton, WSU Jefferson County Cooperative Extension, 360.379.5610 x206 REVIEWED BY: MORO .. IZ 6 -6--&- Date CONTRACT FOR PROFESSIONAL SERVICES Contract # 2016-61 This Contract for Professional Services (the Contract) is entered into by the North Olympic Salmon Coalition, a 501(c)(3) non-profit organization, having its principal offices at 205 West Patison Street, Suite B, Port Hadlock, Washington, 98339 ("NOSC") and Jefferson County by and through the Jefferson County Noxious Weed Control Board, a political subdivision of the State of Washington, hereinafter referred to as the Contractor. Contract funding is from a grant by the Environmental Protection Agency (EPA), to the Department of Ecology (DOE) and then to NOSC. The Federal ID# for the grant is SEANEP- 2015-NoO1SC-00008. Project The purpose of this agreement is to provide NOSC with land acquisition services and assist with riparian management plan and landowner outreach strategy development for the Chimacum Watershed as outlined in the National Estuaries Program Grant Award. All work to be completed will be in compliance with the objectives of the NEP award. SECTION 1. EFFECTIVE DATE OF CONTRACT The Contract will become effective on April, 12016, and terminates on November 18, 2016. The parties may agree to renew this contract as needed. In no event will the Contract (or any Contract Renewal) become effective unless and until it is approved in writing by both NOSC and the Contractor. SECTION 2. SERVICES TO BE PROVIDED 2.1 A description of the services to be performed by the Contractor is set forth in Exhibit A: "Scope of Work", which is attached to this Contract and incorporated herein by this reference. 2.2 The Contractor agrees to provide its own labor and materials. Unless otherwise provided for in the Contract, no material, or labor will be furnished by NOSC. 2.3 The Contractor will perform the work specified in the Contract according to standard industry practices and in conformity with state and local law. 2.4 The Contractor will complete its work in a timely manner and in accordance with the schedule agreed to by the parties. 2.5 The Contractor will confer with NOSC from time to time, or as outlined in the Scope of Work, regarding the progress of the work. The Contractor will prepare and present status reports and other information that may be pertinent and necessary, or as may be requested by NOSC. noRIGINAL SECTION 3. CONTRACT REPRESENTATIVES NOSC and the Contractor will each have a contract representative. A party may change its representative upon providing written notice to the other party. The parties' representatives are as follows: NOSC Contract Supervisor NOSC Project Lead Rebecca Benjamin, Executive Director Sarah Doyle, Stewardship Coordinator 205 West Pattison, Suite B 205 West Pattison, Suite B Port Hadlock, WA 98339 Port Hadlock, WA 98339 Phone: (360) 379-8051 Phone: (360) 379-8051 FAX: 360 379-3558 FAX: 360 379-3558 Contractor's Contract Representative Contractor's Project Lead Joost Besijn, Coordinator Joost Besijn, Coordinator Jefferson County Noxious Weed Jefferson County Noxious Weed Control Control Board Board 380 Jefferson Street 380 Jefferson Street Port Townsend, WA 98368 Port Townsend, WA 98368 Phone: 360 379-5610 Ext. 205 Phone: 360 379-5610 Ext. 205 SECTION 4. COMPENSATION 4.1 A description of the compensation to be paid to the Contractor is set forth in Exhibit B: Compensation, which is attached to the Contract and incorporated by this reference. 4.2 The total amount payable under the Contract by NOSC to the Contractor in no event will exceed Four Thousand Three Hundred Fifty Nine and 84/100ths Dollars or $4,359.84.. 4.3 Unless otherwise provided in the Contract, the Contractor may submit an invoice to NOSC once a month for payment of work actually completed to date. Subject to the other provisions of the Contract, then NOSC generally will pay such an invoice within 30 days of receiving it. 4.4 The Contractor will be paid only for work expressly authorized in the Contract. 4.5 The Contractor 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. 4.6 If the Contractor fails to perform any substantial obligation and the failure has not been cured within 10 business days following notice from NOSC, NOSC may, in its sole discretion and upon written notice to the Contractor, withhold all monies due the Contractor for work performed after the date of the notice of default, without penalty, until such failure to perform is cured. The parties may agree to extend or expand the time within which the Contractor may cure the default. -NOSC Contract 2016-61 Page: 2 SECTION 5. AMENDMENTS AND CHANGES IN WORK 5.1 In the event of any errors or omissions by the Contractor in the performance of any work required under the Contract, the Contractor will make all necessary corrections without additional compensation. All work submitted by the Contractor will be certified by the Contractor and checked by the Contractor for errors and omissions. 5.2 In order to be effective, any Contract renewal, amendment or modification must be in writing and must be signed by authorized representatives of both parties. Work under a renewal, an amendment or a modification may not commence until the renewal, amendment or modification has been approved by NOSC and has become effective. SECTION 6. HOLD HARMLESS AND INDEMNIFICATION 6.1 The Contractor will hold harmless, indemnify and defend NOSC, 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 Contractor's acts, errors or omissions in the performance of the Contract. Provided, however, that the Contractor'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 NOSC, its officers, officials, employees or agents. 6.2 With regard to any claim against NOSC, its officers, officials, employees and agents by any employee of the Contractor, subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, the indemnification obligation under this Section will not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Contractor or subcontractor under workers' compensation acts, disability benefit acts or other employee benefit acts. 6.3 The Contractor'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 Contractor, the Contractor's employees, agents or subcontractors. SECTION 7. INSURANCE 7.1 Third Party Liability. The Contractor is and will be for the term of this Contract a participating member in the Washington Counties Risk Pool ("WCRP"), a self- insurance entity authorized by Ch. 48.62. Because it is a member of the WCRP, third party liability coverage is provided to the Contractor under WCRP's Memorandum of Liability Coverage ("MLC") in the amount of $20 million, an amount sufficient to satisfy the remaining subsections of this Section 7. By the terms of the Contractor's NOSC Contract 2016-61 Page: 3 membership in the WCRP it is unable to name NOSC or any other entity as an "additional insured" under the WCRP Memorandum of Liability Coverage. 7.2 Workers' Compensation and Employer Liability. The Contractor will maintain workers' compensation insurance as required by Title 51, Revised Code of Washington, and will provide evidence of coverage to the NOSC Contract Supervisor. 7.3 Commercial General Liability. The Contractor will maintain commercial general liability for bodily injury, personal injury and property damage to third persons, subject to a limit of not less than $1 million per occurrence. The general aggregate limit will apply separately to the Contract and be no less than $2 million. The Contractor will provide commercial general liability coverage that does not exclude any activity to be performed in fulfillment of the Contract. Specialized forms specific to the industry of the Contractor will be deemed equivalent provided coverage is no more restrictive than would be provided under a standard commercial general liability policy, including contractual liability coverage. 7.4 Automobile Liability. The Contractor will maintain automobile liability insurance as follows (check ONE of the following options): ❑x The Contract will maintain commercial automobile liability insurance with a limit of not less than $1 million each accident combined bodily injury and property damage. The aggregate limit will be at least $2 million. Coverage will include owned, hired and non -owned automobiles. ❑ The Contractor will maintain automobile liability insurance or equivalent form with a limit of not less than $250,000 each accident combined bodily injury and property damage. The aggregate limit will be at least $500,000. If a personal lines automobile liability policy is used to meet this requirement, it must include a business rider and must cover each vehicle to be used in the performance of the Contract and the certificates of insurance must evidence that these conditions have been met. If the Contractor will use non -owned vehicles in performance of the Contract, the coverage will include owned, hired, and non -owned automobiles. 7.5 Miscellaneous Insurance Provisions. A. The Contractor's third -party liability coverage provided by the WCRP will be primary with respect to any insurance or self-insurance programs covering NOSC, its elected and appointed officers, officials, employees and agents if acts or omissions occur (or fail to occur) that require the Contractor to indemnify NOSC. B. Any failure to comply with reporting provisions of the policies will not affect coverage provided to NOSC, its officers, officials, employees and agents. C. The Contractor's third party liability coverage under the MLC will apply separately to each of Contractor's employees against whom claim is made or suit is brought, subject to the limits of the Contractor's liability limits. NOSC Contract 2016-61 Page: 4 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 Contractor 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. 7.6 Verification of Coverage and Acceptability of Insurers. A. The Contractor will continue its membership in the WCRP throughout the term of this Contract. B. The Contractor will furnish NOSC with properly executed certificates of third party liability coverage or a signed MLC endorsement which will clearly evidence all insurance required in this Section within 10 days after the effective date of the Contract. The certificate(s) will, at a minimum, list limits of liability and coverage. The certificate(s) will provide that the underlying insurance contract may not be canceled, or allowed to expire, except on 30 -days' prior written notice to NOSC. Any certificate or endorsement limiting or negating the insurer's obligation to notify NOSC of cancellation or changes must be amended so as not to negate the intent of this provision. C. The Contractor will request that the Washington State Department of Labor and Industries, Workers Compensation Representative, send written verification to NOSC that the Contractor is currently paying workers' compensation. D. Written notice of cancellation or change will be made to NOSC at the following address: North Olympic Salmon Coalition Rebecca Benjamin, Executive Director 205 West Pattison, Suite B Port Hadlock, WA 98339 E. The Contractor or its broker will provide a copy of the MLC specified in Section 7 of the Contract upon request of NOSC. SECTION 8. TERMINATION 8.1 NOSC may terminate the Contract in whole or in part whenever NOSC determines, in its sole discretion that such termination is in the best interests of NOSC. NOSC may terminate the Contract upon giving the Contractor 10 -business days' written notice. In that event, NOSC will pay the Contractor for all costs incurred by the Contractor in NOSC Contract 2016-61 Page: 5 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, NOSC 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 NOSC to the Contractor. No costs incurred after the effective date of the termination will be paid. 8.3 If the Contractor breaches any of its obligations under the Contract, and fails to cure the breach within 10 business days of written notice to do so by NOSC, NOSC may terminate the Contract. In that event, NOSC will pay the Contractor only for the costs of services accepted by NOSC. Upon such termination, NOSC, at its discretion, may obtain performance of the work elsewhere, and the Contractor will bear all costs and expenses incurred by NOSC in completing the work and all damages sustained by NOSC by reason of the Contractor's breach. The parties may agree that the Contractor has more than 10 business days to cure the breach or default. SECTION 9. ASSIGNMENT, DELEGATION AND SUBCONTRACTING 9.1 The Contractor will perform under the Contract using .only its bona fide employees or agents, and the obligations and duties of the Contractor under the Contract will not be assigned, delegated or subcontracted to any other person or firm without the prior express written consent of NOSC. 9.2 The Contractor 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 Contractor, 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 CONTRACTOR 10.1 The Contractor's services will be furnished by the Contractor as an independent contractor and not as an agent, an employee or a servant of NOSC. The Contractor specifically has the right to direct and control Contractor's own activities in providing the agreed services in accordance with the specifications set out in the Contract. The Contractor shall perform the contracted work. Any designee shall have prior NOSC approval to substitute for the contracted representative. 10.2 The Contractor acknowledges that the entire compensation for the Contract is set forth in the compensation provisions of the Contract and the Contractor is not entitled to any other 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 NOSC employees. 10.3 The Contractor will have and maintain complete responsibility and control over all of its subcontractors, employees, agents and representatives. No subcontractor, employee, NOSC Contract 2016-61 Page: 6 agent or representative of the Contractor will be or be deemed to be, or act or purport to act, as an employee, agent or representative of NOSC. SECTION 11. NONDISCRIMINATION The Contractor, 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 All reports, drawings, plans, specifications, all forms of electronic media, and data and documents produced in the performance of the work under the Contract will be "works for hire" as defined by the U.S. Copyright Act of 1976 and will be owned by NOSC. Ownership includes the right to copyright, patent, and register, and the ability to transfer these rights. 12.2 An electronic copy of all electronic files will be submitted to NOSC upon request and/or at the end of the job. 12.3 The parties acknowledge the electronic files or any other documents or records created pursuant to or in the furtherance of this Contract are "public records" as that term is defined in Ch. 42.56 RCW, the Public Records Act. SECTION 13. PATENT/COPYRIGHT INFRINGEMENT The Contractor will hold harmless, indemnify and defend NOSC, its officers, officials, employees and agents, from and against any claimed action, cause or demand brought against NOSC, where such action is based on the claim that information supplied by the Contractor or subcontractor infringes any patent or copyright. The Contractor will be notified promptly in writing by NOSC of any notice of such claim. SECTION 14. DISPUTES Differences, disputes and disagreements between the Contractor and NOSC arising under or out of the Contract will be brought to the attention of NOSC at the earliest possible time so that the matter may be settled or other appropriate action promptly taken. The NOSC Contract Supervisor will decide any dispute relating to the quality or acceptability of performance or compensation due the Contractor. All instructions and decisions of the NOSC Contract Supervisor will be final and conclusive. SECTION 15. PUBLIC RECORDS This Contract and any other records, documents or electronic files created or generated in furtherance of or pursuant to the performance of this Contract are "public records" and as such are subject to possible production to a requester pursuant to the Public Records Act, Ch. 42.56 RCW. NOSC Contract 2016-61 Page: 7 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 a court of competent jurisdiction. With respect to the state court system, the court of competent jurisdiction shall only be the Superior Court In and For Jefferson County. SECTION 17. CERTIFICATION REGARDING SUSPENSION, DEBARMENT, INELIGIBILITY OR VOLUNTARY EXCLUSION 17.1 By signing this agreement, both parties certify that they, nor their principals nor any lower tier subcontractor, are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from participation in this transaction by any federal department or agency. The consultant shall provide the client with immediate notice if their debarment status changes. 17.1 Contractor, by signing this agreement, certifies that it is not suspended, debarred, proposed for debarment, declared ineligible or otherwise excluded from contracting with the federal government, or from receiving contracts paid for with federal funds. If the Contractor is unable to certify to the statements contained in the certification, they must provide an explanation as to why they cannot. 17.2 Contractor shall provide immediate written notice to NOSC if at any time the Contractor learns that its certification was erroneous when submitted or had become erroneous by reason of changed circumstances. 17.3 The terms covered transaction, debarred, suspended, ineligible, lower tier covered transaction, participant, person, primary covered transaction, principal, proposal, and voluntarily excluded, as used in this clause, have the meaning set out in the Definitions and Coverage sections of rules implementing Executive Order 12549. 17.4 Contractor agrees it shall not knowingly enter into any lower tier covered transaction with a person who is proposed for debarment under the applicable Code of Federal Regulations, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction. 17.5 Contractor further agrees by signing this agreement, that it will include this clause titled "CERTIFICATION REGARDING SUSPENSION, DEBARMENT, INELIGIBILITY OR VOLUNTARY EXCLUSION" without modification in all lower tier covered transactions and in all solicitations for lower tier covered transactions. NOSC Contract 2016-61 Page: 8 17.6 Pursuant to 2CFR180.330, the Contractor is responsible for ensuring that any lower tier covered transaction complies with certification of suspension and debarment requirements. 17.7 Contractor acknowledges that failing to disclose the information required in the Code of Federal Regulations may result in the delay or negation of this funding agreement, or pursuance of legal remedies, including suspension and debarment. 17.8 Contractor agrees to keep proof in its agreement file, that it, and all lower tier recipients or Contractors, are not suspended or debarred, and will make this proof available to the Department before requests for reimbursements will be approved for payment. RECIPIENT/Contractor must run a search in http://www.sam.szov and print a copy of completed searches to document proof of compliance. SECTION 18. MISCELLANEOUS 18.1 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. 18.2 Tax Payments. The Contractor will pay all applicable federal, state and local taxes, fees (including licensing fees) and other amounts. 18.3 Personnel Removal. The Contractor agrees to suspend immediately any of its subcontractors, employees, agents or representatives from assignment to perform services under the Contract upon receipt of a written request to do so from NOSC's Contract Supervisor. Removal of the suspended person may occur only after a face-to- face meeting between NOSC's Contract Supervisor and Contractor's Contract Representative. 18.4 Legal Compliance. The Contractor and its subcontractors, employees, agents and representatives will comply with all applicable federal, state and local laws, rules and regulations in their performance under the Contract. 18.5 Records Inspection and Retention. NOSC may, at reasonable times, inspect the books and records of the Contractor relating to the performance of the Contract. The Contractor will retain for audit purposes all Contract -related records for at least six years after termination of the Contract. 18.6 Successors and Assigns. NOSC, to the extent permitted by law, and the Contractor 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 to the Contract. 18.7 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 NOSC Contract 2016-61 Page: 9 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. 18.8 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. 18.9 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. Notice will be deemed to be given three days following the date of mailing, or immediately if personally served. 18.10 Lobbying Pursuant to Section 18 of the Lobbying Disclosure Act, the recipient affirms that it is not a nonprofit organization described in Section 501(c)(4) of the Internal Revenue Code of 1986; or that it is a nonprofit organization described in Section 501(c)(4) of the Code but does not and will not engage in lobbying activities as defined in Section 3 of the Lobbying Disclosure Act. 18.11 Acknowledgement and Recognition of Funding Requirements. The recipient agrees that any reports, documents, publications, signage, video or other media materials developed for public distribution supported by this assistance agreement shall contain the following statement: "This project has been funded wholly or in part by the United States Environmental Protection Agency under assistance agreement (number) to (recipient). The contents of this document do not necessarily reflect the views and policies of the Environmental Protection Agency, nor does the EPA or ECOLOGY endorse trade names or recommend the use of commercial products mentioned in this document." IN WITNESS WHEREOF: NOSC and the Contractor have signed this contract on the date noted: North Olympic Salmon Coalition Rebeccanjamin, Executive Director /L Zf«c - Printed Name Jefferson County <\ -Jcct Printed Name Date: zL, Date: 0 6 _ � s — 20 LG NOSC Contract 2016-61 Page: 10 JEFFERSON COUNTY BOARD OF COMMISSIONERS ;Signature ATTEST: Deputy Clerk of the Board ATTEST: Clerk Board of County Commissioners' Jefferson County, Washington Date: Approved aia to only o jefll� craon o,t a David Alvarez, Chief Civil A NOSC Contract 2016-61 Page: 11 EXHIBIT A: SCOPE OF WORK for Chimacum Creek Protection and Restoration Project for Jefferson County/Jefferson County Noxious Weed Control Board Work to be performed by the Contractor under this scope of work is limited to the items of work described in this document subject to all of the assumptions and limitations described herein. If, during the execution of this scope of work, it is determined that additional work is needed in order to complete the project to the applicable standards of the industry(s) involved, and the execution of such work is not explicitly stated in this scope of work, then a scope and budget addendum may be required. Task 1- C imacum�reek-Kipa iaonftnagement Plan The Contra " ;ty'� ;ILIW and BMP's for removing target invasive species within the riparian zomerof;the Chi rnac u,,J reek:JThe Contractor will remain in close communication with Jefferson County Conservation District (JCCD) and provide JCCD and NOSC with a written report of the research findings. Task 1 Assumptions -JCCD will develop the final Chimacum Creek Riparian Management Plan. -All documents will be transferred in editable electronic format. -After delivery of draft documents, NOSC will return comments and edits w/in 2 weeks Task 1 Deliverables -The Contractor will provide JCCD and NOSC with a written report of invasive removal techniques by 8/1/2016. -The Contractor will maintain hard copy and electronic project and accounting files for 3 years from date grant closes. -The Contractor will provide monthly invoices with progress reports sufficient for NOSC to use for reporting to NEP over the term of this work assignment. Task 1 Meetings -The Contractor will meet with JCCD and NOSC to coordinate the riparian management plan tasks in May 2016. NOSC Contract 2016-61 Page: 12 EXHIBIT B: COMPENSATION/FEE SCHEDULE NOSC Contract 2016-61 Page: 13