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HomeMy WebLinkAboutRedback Consulting - 070516I COUNTY B AJ��JEFFEISON F COUNTY COMMISSIONERS CONTRACT FOR PROFESSIONAL SERVICES FOR A WEBSITE UPGRADE for the JEFFERSON COUNTY MARINE RESOURCES COMMITTEE This Contract for Professional Services (the Contract) is entered into between the County of Jefferson, a political subdivision of the State of Washington, hereinafter referred to as the County, and Redback Consulting (16301 Inglewood Rd NE, Kenmore, WA 98028, 360-385- 4486), matt@redbackconsulting.com, hereinafter referred to as the Consultant or Contractor, in consideration of the mutual benefits, terms, and conditions hereinafter specified. Both County and Contractor may be referred to as "Party" or collectively as "Parties." Purpose: The Jefferson County Marine Resources Committee desires to hire a consultant to design and upgrade their website http:/Jjeffersonmrc.org in order to be consistent with all the other Marine Resource Committees affiliated with the Northwest Straits Commission, and maintain a regularly updated website, as per Grant No. SEANWS-2015-JeCoWS-00007 between the State of Washington Department of Ecology and Jefferson County, Northwest Straits Project: Jefferson Marine Resources Committee (MRC) Operations and Projects, effective October 1, 2015. SECTION 1. EFFECTIVE DATE OF CONTRACT The Contract will become effective on June 22, 2016. The Consultant shall deliver all work products required pursuant to this agreement by September 15, 2016. The Contract will terminate on September 30, 2016. 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, entitled "Scope of Work Services," which is attached to the Contract and incorporated by this reference. 2.2 The Contractor 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 Contractor will perform the work specified in the Contract according to standard industry practices and in conformity with state 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 Source of Funds. The source of funding provided by the County is the Environmental Protection Agency funding through the Puget Sound Partnership Technical Investigations and Implementation, CFDA #66.456, as described in Grant No. SEANWS-2015-JeCoWS-00007 between the State of Washington Department of Ecology and Jefferson County, Northwest Straits Project: Jefferson Marine Resources Committee (MRC) Operations and Projects. SECTION 3. CONTRACT REPRESENTATIVES The County and the Contractor 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 Contractor's Contract Representative Matt Muller Redback Consulting 16301 Inglewood Rd NE, Kenmore, WA 98028 (360-385-4486) mattOredbackconsulting.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 $5,000.00 without express written modification of the agreement signed by the County. 4.2 Payment for the work provided shall be provided upon completion of required reporting. Payment 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. 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. 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. The Contractor 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 Contractor 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 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 the County, its officers, officials, employees or agents. 6.2 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 Prior to commencing work, the Contractor 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 Contractor 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 Contractor 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 Contractor. All notices shall name the Contractor and identify the agreement by contract number or some other form of identification necessary to inform the County of the particular contract affected. A. Workers Compensation and Employers Liability Insurance. Worker's Compensation insurance must be in place if the Consultant has employees. The Contractor 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 (contractors only); 4. Premises - Operations Liability (M&C); 5. Independent Contractors and Subcontractors; and 5. Blanket Contractual Liability. (1) Note: The County shall be named as an additional insured party under this policy. C. Automobile - Automobile third party liability insurance shall have a minimum of $250K per occurrence, $500K aggregate. This insurance shall indicate on the certificate of insurance the following coverage: 1. Owned automobiles; 2. Hired automobiles; and, 3. Non -owned automobiles. 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 Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Failure of the Contractor to take out and/or maintain any required insurance shall not relieve The Contractor 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 (and required by this Contract) 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 Contractor. 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 Contractor until such time as the Contractor 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 Contractor 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 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. The County may, upon the Contractor's failure to comply with all provisions of this contract relating to insurance, withhold payment or compensation that would otherwise be due to the Contractor. 7.2 Miscellaneous Insurance Provisions A. The Contractor'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 Contractor'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 Contractor will include all subcontractors as insurers under its policies or will furnish separate certificates and endorsements for each subcontractor. All coverage for subcontractors 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 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. If the Contractor's liability coverage is written as a claims -made policy, then the Contractor 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, with or without cause, if the County determines in its sole discretion that such termination is in the best interests of the County and complies with the notice provisions of this paragraph. The County may terminate the Contract upon giving the Contractor 20 days' written notice. In that event, the County will pay the Contractor for all costs incurred by the Contractor 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 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 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 Contractor 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 Contractor 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 Contractor's breach. 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 the County. Said written consent shall not be unreasonably withheld. 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 the County. 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 Consent Agenda Regular Agenda JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS AGENDA REQUEST TO: Board of Commissioners FROM: Su Tipton DATE: July 5, 2016 RE: Redback Consulting: Professional Services, MRC Website Upgrade STATEMENT OF ISSUE: Professional Services to upgrade Jefferson MRC website. ANALYSIS: Redback Consulting submitted an acceptable proposal for the website upgrade as delineated in the `scope of work'. FISCAL IMPACT: Funding has been provided through MRC Grant SEANWS-2015- JeCoWS-00007 Washington Department of Ecology & Northwest Straits. Total amount to Consultant shall not exceed $5,000. RECOMMENDATION: Recommend Board of Commissioners approve this Professional Services Contract. DEPARTMENT CONTACT: Su Tipton REVIEWED BY: �Z11 Philip rator Date CONTRACT REVIEW FORM )G—w-7 CONTRACT WITH: Redback Consulting CONTRACT FOR: Professional Services: MRC Website Upgrade TERM: 6/22/16 through 9/15/16 COUNTY DEPARTMENT: WSU Jefferson County Cooperative Extension For More information Contact: Su Tipton MAY 242016 Contact Phone #: 360.379.5610x206 . b RETURN TO: Su Tipton RETURN BY: 6/9/20I6 „- (Person in Department) (Date) AMOUNT: $5,000.00 PROCESS: Exempt from Bid Process Consultant Selection Process Revenue: Cooperative Purchase Expenditure: $5,000.00 Competitive Sealed Bid Matching Funds Required: Small Works Roster Sources(s) of Matching Funds Vendor List Bid RFP or RFQ x Other Step 1: REVIEWBY j Review by: Date Reviewed: Xf— APPROVED FORM Comments for revisi Step 2: REVIEW BY4LOSECUTIN TT R Review by: Date Reviewed: APPROVED AS TO FORM ❑ Returned for revision (See Comments) Comments Step 3: (If required) DEPARTMENT MAKES REVISIONS & RESUBMITS TO RISK MANAGEMENT AND PROSECUTING ATTORNEY Step 4: CONTRACTOR/CONSULTANT SIGNS APPROPRIATE NUMBER OF ORIGINALS Step 5: SUBMIT TO BOCC FOR APPROVAL Submit originals and 6 copies of Contract, Review Form, and Agenda Bill to BOCC Office. Place "Sign Here" markers on all places the BOCC needs to sign. MUST be in BOCC Office by 5 p.m. TUESDAY for the following Monday's agenda. (This form to stay with contract throughout the contract review process.)