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HomeMy WebLinkAbout092319_ca02 �3 615 Sheridan Street Port Townsend, WA 98368 9ef[ehson www.JeffersonCountyPublicHealth.org Consent Agenda Public Healt September 2\3,2019 JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS AGENDA REQUEST TO: Board of County Commissioners Philip Morley, County Administrator FROM: Stuart Whitford, Environmental Public Health Director Linda Atkins, Environmental Health Specialist III DATE: September 23, 2019 SUBJECT: Professional Services Agreement for Database Conversion and Administration; Little River Enterprises; August 1, 2019 — December 31, 2021; $29,000 STATEMENT OF ISSUE: Jefferson County Environmental Health, Department of Community Development and Public Works are in the process of transitioning to a new database (Energov). The Sole Source Contract is for Tom Shindler of Little River Enterprises (who has worked closely with staff in the above departments since 2006) to assist with that transition. The contract is from August 1, 2019 —through December 31, 2021 and is not to exceed $12,000 per full twelve-month year, for a contract total not to exceed $29,000. ANALYSIS/STRATEGIC GOALS/PRO'S and CON'S: Jefferson County has purchased the Energov software system and is now in the process of transitioning from Tidemark, a legacy permit tracking program, to a new database in Energov, a Tyler product. Tom Shindler has worked directly with staff at Jefferson County in Tidemark database support since approximately 2006, and has unique knowledge and experience with Jefferson County's database, procedures and reports, and with Crystal Reports and other software used by Jefferson County. Mr. Shindler has over 20 years prior experience with administration of the Tidemark database in Clallam County, most recently as their GIS and Database Support Specialist, but is retiring from Clallam County, and now is available to Jefferson County through Little River Enterprises. Mr. Shindler, through Little River Enterprises, is instrumental in assisting staff in migration and configuration of the Tidemark database to the new Energov database, and in cleaning up data for the conversion of existing data from Tidemark. He also has extensive experience with the Homeowner Septic Inspection and OnlineRME Septic Monitoring Programs that will interface with Energov. For a limited period after the switch to the new database Mr. Shindler will continue to assist staff in using the program that both Tidemark and Energov use — Crystal — to convert, create, debug, and enhance the templates for reports and forms that County staff need. A sole source procurement process was used for selecting Little River Enterprises because Mr. Shindler is uniquely qualified, and his services through Little River Enterprises are essential to the County's successful implementation of Energov on time and within budget. Community Health Environmental Public Health Developmental Disabilities 360-385-9444 360-385-9400 (f) 360-379-4487 360-385-9401 (1) Always working for a safer and healthier community FISCAL IMPACT/COST BENEFIT ANALYSIS: The funds to pay for this work in 2019 were included in the 2019 budget and come from the Sewage Management Plan contract with the state Department of Health and the fee adopted by the Board of Health on November 3, 2016 to support the Septic Operations and Monitoring Program activities that include Jefferson County Staff assistance to homeowners to learn about monitoring and maintaining their septic system and how to inspect and report the results as required by JC Code 8.15 and WAC246-272A. Funding for continued work in 2020 and 2021 will need to be included in Public Health's County Budget proposals for those years. RECOMMENDATION: JCPH management request approval of the Sole Source Contract with Little River Enterprises; August 1, 2019 through December 31, 2021, not to exceed $12,000 per full twelve-month year, for a contract total not to exceed $29,000. -ED = Y. day Philip Morl oun r - or Date Community Health Environmental Public Health Developmental Disabilities 360-385-9444 360-385-9400 (f) 360-379-4487 360-385-9401 (f) Always working for a safer and healthier community A PROFESSIONAL SERVICES AGREEMENT Between JEFFERSON COUNTY PUBLIC HEALTH And LITTLE RIVER ENTERPRISES THIS PROFESSIONAL SERVICES AGREEMENT ("this Agreement") is entered into between the County of Jefferson, a municipal corporation("the County"), and Little River Enterprises ("the Contractor"), in consideration of the mutual benefits, terms, and conditions specified below. 1. Project Designation. The Contractor is retained by the County to perform the following Project: Provide support for database administration, coordination of mapping with permit data and software, coordination with other county database systems with permit database. 2. Scope of Services. Contractor agrees to perform the services identified on Exhibit"A" attached hereto including the provision of all labor. 3. Time for Performance. This Agreement shall commence on and continue August 1, 2019 through December 31, 2021, unless terminated as provided herein. This Agreement may be extended by mutual written amendment, executed by both parties, not to extend past July 31, 2024, after which a new procurement and Agreement must be used. Work performed consistent with this Agreement during its term, but prior to the adoption of this Agreement, is hereby ratified. The Contractor shall perform all services pursuant to this Agreement as outlined on Exhibit"A". Time is of the essence in the performance of this Agreement. 4. Payment. The Contractor 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 Contractor shall be made as provided on Exhibit"B" attached hereto,provided that the total amount of payment to Contractor shall not exceed$12,000 annually without express written modification of the Agreement signed by the County. b. Invoices must be submitted by the 15th of the month for the previous month's expenses. Invoices shall be submitted no less than quarterly. Such invoices will be checked by the County, and upon approval thereof, payment will be made to the Contractor in the amount approved. Failure to submit timely invoices and reports pursuant to Exhibit B of the Agreement may result in a denial of reimbursement. Invoices not submitted within 90 days may be denied. c. Final payment of any balance due the Contractor of the total contract price earned will be made promptly upon its ascertainment and verification by the County after Little River Enterprises Professional Services Agreement Page 1 of 11 the completion of the work and submittal of reports under this Agreement and its acceptance by the County. d. Contractor shall provide invoices and necessary backup documentation for all services including timesheets and statements (specifying the services provided). Any indirect charges require the submittal of an indirect cost methodology and rate using 2 C.F.R. Part 255 and 2 C.F.R. Part 230. e. The Contractor'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 non-confidential or de-identified documents, drawings, specifications, and other materials produced by the Contractor 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 Contractor shall be permitted to retain copies, including reproducible copies, of drawings and specifications for information, reference and use in connection with Contractor's endeavors. Contractor shall not be held liable for reuse of documents or modifications thereof, including electronic data, by County or its representatives for any purpose other than the intent of this Agreement. 6. Compliance with laws. Contractor 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. Audit. An audit will be submitted to the County upon request. Upon request, Contractor will submit the most recent financial audit within 30 days. a. Upon request the County shall have the option of performing an onsite review of all records, statements, and documentation. b. If the County finds indications of potential non-compliance during the monitoring process, the County shall notify Contractor within ten(10) days. County and Contractor shall meet to discuss areas of contention in an attempt to resolve issues. c. Audit will provide statements consistent with the guidelines of Reporting for Other Non-Profit Organizations AICPA SOP 78-10, and is performed in accordance with generally accepted auditing standards and with Federal Standards for Audit of Governmental Organizations, Programs, Activities and Functions, and meeting all requirements of 2 C.F.R. Part 200, as applicable. Little River Enterprises Professional Services Agreement Page 2 of 11 8. Indemnification. Contractor shall indemnify and hold harmless the County, its officers, and employees, from and against all claims, losses or liability, or any portion thereof, including reasonable attorney's fees and costs, arising from injury or death to persons, including injuries, sickness, disease or death to Contractor's own employees, or damage to property occasioned by a negligent act, omission or failure of the Contractor. Contractor shall be liable only to the extent of Contractor's proportional negligence. The Contractor specifically assumes potential liability for actions brought against the County by Contractor's employees, including all other persons engaged in the performance of any work or service required of the Contractor under this Agreement and, solely for the purpose of this indemnification and defense, the Contractor specifically waives any immunity under the state industrial insurance law, Title 51 R.C.W. The Contractor recognizes that this waiver was specifically entered into pursuant to provisions of R.C.W. 4.24.115 and was subject of mutual negotiation. 9. Insurance. Prior to commencing work,the Contractor shall obtain at its own cost and expense the following insurance coverage specified below and shall keep such coverage in force during the terms of the Agreement. a. 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$200,000 each occurrence. Contractor shall provide a copy of the current Certificate of Insurance showing the coverage and limits. An automobile is not used in the performance of the duties identified in the scope of work. Transportation is strictly to the Jefferson County Offices in the Contractors personal vehicle to fulfill the contracted work. 10. Worker's Compensation(Industrial Insurance). a. If and only if the Contractor 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 Contractor,the Contractor shall maintain workers' compensation insurance at its own expense, as required by Title 51 RCW, for the term of this Agreement and shall provide evidence of coverage to Jefferson County Public Health, upon request. b. Worker's compensation insurance covering all employees with limits meeting all applicable state and federal laws. This coverage shall include Employer's Liability with limits meeting all applicable state and federal laws. c. This coverage shall extend to any subcontractor that does not have their own worker's compensation and employer's liability insurance. d. The Contractor expressly waives by mutual negotiation all immunity and limitations on liability, with respect to the County, under any industrial insurance act, disability benefit act, or other employee benefit act of any jurisdiction which would otherwise be applicable in the case of such claim. Little River Enterprises Professional Services Agreement Page 3 of 11 e. If the County incurs any costs to enforce the provisions of this subsection, all cost and fees shall be recoverable from the Contractor. 11. Independent Contractor. The Contractor and the County agree that the Contractor is an independent contractor with respect to the services provided pursuant to this Agreement. The Contractor specifically has the right to direct and control Contractor's own activities, and the activities of its subcontractors, employees, agents, and representatives, in providing the agreed services in accordance with the specifications set out in this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties. Neither Contractor nor any employee of Contractor shall be entitled to any benefits accorded County employees by virtue of the services provided under this Agreement, including, but not limited to: retirement, 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. 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 Contractor, or any employee of Contractor. 12. Subcontracting Requirements. a. The Contractor is responsible for meeting all terms and conditions of this Agreement including standards of service, quality of materials and workmanship, costs, and schedules. Failure of a subcontractor to perform is no defense to a breach of this Agreement. The Contractor assumes responsibility for and all liability for the actions and quality of services performed by any subcontractor. b. Every subcontractor must agree in writing to follow every term of this Agreement. The Contractor must provide every subcontractor's written agreement to follow every term of this Agreement before the subcontractor can perform any services under this Agreement. The Public Health Director or their designee must approve any proposed subcontractors in writing. c. Any dispute arising between the Contractor and any subcontractors or between subcontractors must be resolved without involvement of any kind on the part of the County and without detrimental impact on the Contractor's performance required by this Agreement. 13. Covenant Against Contingent Fees. The Contractor warrants that he has not employed or retained any company or person, other than a bona fide employee working solely for the Contractor, to solicit or secure this Agreement, and that he has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the Contractor, any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty,the County shall have the right to annul this Agreement without liability or, in its discretion to deduct from the contract price or consideration, or otherwise recover,the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. Little River Enterprises Professional Services Agreement Page 4 of 11 14. Discrimination Prohibited. The Contractor, 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, gender, sexual orientation, material status, sex, or the presence of any physical or sensory handicap in the selection and retention of employees or procurement of materials or supplies. 15. No Assignment. The Contractor shall not sublet or assign any of the services covered by this Agreement without the express written consent of the County. Assignment does not include printing or other customary reimbursable expenses that may be provided in an agreement. 16. Non-Waiver. Waiver by the County of any provision of this Agreement or any time limitation provided for in this Agreement shall not constitute a waiver of any other provision. 17. Termination. a. The County reserves the right to terminate this Agreement at any time by giving ten(10) days written notice to the Contractor. b. In the event of the death of a member,partner, or officer of the Contractor, or any of its supervisory personnel assigned to the project,the surviving members of the Contractor hereby agree to complete the work under the terms of this Agreement, if requested to do so by the County. This section shall not be a bar to renegotiations of this Agreement between surviving members of the Contractor and the County, if the County so chooses. c. The County reserves the right to terminate this contract in whole or in part, with 10 days' 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. 18. Notices. All notices or other communications which any party desires or is required to give shall be given in writing and shall be deemed to have been given if hand-delivered, sent by facsimile, email, or mailed by depositing in the United States mail, prepaid to the party at the address listed below or such other address as a party may designate in writing from time to time. Notices to the County shall be sent to the following address: Jefferson County Public Health Department 615 Sheridan Street Port Townsend, WA 98368 Notices to Contractor shall be sent to the following address: Little River Enterprises 3492 Little River Road Little River Enterprises Professional Services Agreement Page 5 of 11 Port Angeles, WA 98363 19. Integrated Agreement. This Agreement together with attachments or addenda represents the entire and integrated Agreement between the County and the Contractor and supersedes all prior negotiations, representations, or agreements written or oral. No representation or promise not expressly contained in this Agreement has been made. This Agreement supersedes all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral, by the County within the scope of this Agreement. The Contractor ratifies and adopts all statements, representations, warranties, covenants, and agreements contained in its proposal, and the supporting material submitted by the Contractor, accepts this Agreement and agrees to all of the terms and conditions of this Agreement. 20. Modification of this Agreement. This Agreement may be amended only by written instrument signed by both County and Contractor. 21. Disputes. The Parties agree to use their best efforts to prevent and resolve disputes before they escalate into claims or legal actions. Any disputed issue not resolved pursuant to the terms of this Agreement shall be submitted in writing within 10 days to the County Risk Manager, whose decision in the matter shall be final,but shall be subject to judicial review. If either party deem it necessary to institute legal action or proceeding to enforce any right or obligation under this Agreement, each party in such action shall bear the cost of its own attorney's fees and court costs. Any legal action shall be initiated in the Superior Court of the State of Washington for Jefferson County. The parties agree that all questions shall be resolved by application of Washington law and that the parties have the right of appeal from such decisions of the Superior Court in accordance with the laws of the State of Washington. The Contractor hereby consents to the personal jurisdiction of the Superior Court of the State of Washington for Jefferson County. 22. Section Headings. The headings of the sections of this Agreement are for convenience of reference only and are not intended to restrict, affect, or be of any weight in the interpretation or construction of the provisions of the sections or this Agreement. 23. Limits of Any Waiver of Default. No consent by either party to, or waiver of, a breach by either party, whether express or implied, shall constitute a consent to, waiver of, or excuse of any other, different, or subsequent breach by either party. 24. No Oral Waiver. No term or provision of this Agreement will be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing signed on behalf of the party against whom the waiver is asserted. Failure of a party to declare any breach or default immediately upon the occurrence thereof, or delay in taking any action in connection with, shall not waive such breach or default. 25. Severability. Provided it does not result in a material change in the terms of this Agreement, if any provision of this Agreement or the application of this Agreement to any person or circumstance shall be invalid, illegal, or unenforceable to any extent,the Little River Enterprises Professional Services Agreement Page 6 of 11 remainder of this Agreement and the application this Agreement shall not be affected and shall be enforceable to the fullest extent permitted by law. 26. Binding on Successors, Heirs and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties' successors in interest, heirs, and assigns. 27. No Assignment. The Contractor shall not sell, assign, or transfer any of rights obtained by this Agreement without the express written consent of the County. 28.No Third-party Beneficiaries. The parties do not intend, and nothing in this Agreement shall be construed to mean, that any provision in this Agreement is for the benefit of any person or entity who is not a party. 29. Signature in Counterparts. The parties agree that separate copies of this Agreement may be signed by each of the parties and this Agreement shall have the same force and effect as if all the parties had signed the original. 30. Facsimile and Electronic Signatures. The parties agree that facsimile and electronic signatures shall have the same force and effect as original signatures. 31. Arms-Length Negotiations. The parties agree that this Agreement has been negotiated at arms-length, with the assistance and advice of competent, independent legal counsel. 32. Public Records Act. Notwithstanding the provisions of this Agreement to the contrary,to the extent any record, including any electronic, audio, paper or other media, is required to be kept or indexed as a public record in accordance with the Washington Public Records Act, Chapter 42.56 RCW, as may hereafter be amended,the Contractor agrees to maintain all records constituting public records and to produce or assist the County in producing such records, within the time frames and parameters set forth in state law. The Contractor further agrees that upon receipt of any written public record request, Contractor shall, within two business days, notify the County by providing a copy of the request per the notice provisions of this Agreement. 33. Confidentiality. With respect to all information relating to County that is confidential and clearly so designated, as required by the Health Insurance Portability and Accountability Act(HIPAA) and any other applicable privacy laws, the Contractor agrees to keep such information confidential. The Contractor shall not disclose,transfer, or sell any such information to any party, except as provided by law or, in the case of personal information, with the prior written consent of the person to whom the personal information pertains. The Contractor shall maintain the confidentiality of all personal information and other information gained by reason of this Agreement, and shall return or certify the destruction of such information if requested in writing by Jefferson County. This Agreement, once executed, will be a"public record" subject to production to a third party if same is requested pursuant to• the Washington Public Records Act, Chapter 42.56 RCW, as may hereafter be amended. 34. Criminal History/Background Check. Each of the Contractor's employees, the employees of any of the Contractor's approved subcontractor, or volunteers used by the Contractor Little River Enterprises Professional Services Agreement Page 7 of 11 shall submit to a Washington State Patrol fingerprint identity and criminal history check before they are authorized to perform services for the Project. The County agrees to bear all reasonable costs incurred in the performance of this fingerprint identity and criminal history check. Contractors who may or will have regular access or limited access to any juveniles shall also: a. Require that each of the Contractor's employees, the employees of any of the Contractor's approved subcontractor,or volunteers used by the Contractor undergo not less often than once every three (3) years another Jefferson County approved criminal history and background check; b. Ensure all employees, subcontractors, or volunteers are knowledgeable about the requirements of RCW 13.40.570 and of the new crimes included in RCW 9A.44, Sexual Offense; c. Sign the Contractor Requirements for Responding to Situation of Sexual Misconduct Form, and shall submit to Jefferson County with signed Agreement. DATED this day of , 20 . (SIGNATURES FOLLOW ON THE NEXT PAGE) Little River Enterprises Professional Services Agreement Page 8 of 11 SIGNATURE PAGE JEFFERSON COUNTY BOARD OF COMMISSIONERS Name of Contractor Kate Dean, Chair Contractor Representative (Please print) David Sullivan, Member (Signature) Greg Brotherton,Member Title Date APPROVED AS TO FORM ONLY: as. 41/46‘/- ?Ala/ Philip C.Hunsucker Chief Civil Deputy Prosecuting Attorney Little River Enterprises Professional Services Agreement Page 9 of 11 Exhibit A STATEMENT OF WORK This statement establishes the scope of services for the Contractor. 1. Coordinate with designated staff to evaluate the needs and goals for the conversion of the Tidemark database and configuration and implementation of the Energov database. 2. Provide support for Accela Tidemark and the Tyler Energov database administration. This includes but is not limited to amending and/or adding case fields, activities, fees, etc. 3. Coordinate with Jefferson County Information Services department for coordination of mapping and web coordination of permit data and software. 4. Develop and edit reports with Crystal Reports to utilize information from the database for program analysis and evaluation,time tracking, etc. 5. Develop and edit forms with Crystal Reports for use with the Tidemark and Energov databases. 6. Assist and advise on processes and procedures related to permitting workflow and automation for the Energov database. 7. Provide professional expertise to assist in decision-making process for any permit data tracking software decisions. 8. Training— Such as Crystal Reports, unused features or new features incorporated into the database, etc. Little River Enterprises Professional Services Agreement Page 10 of 11 Exhibit B Payment and Record Keeping Payment for the work provided by the Contractor shall be invoiced at the rate of$75/hour. Ongoing support will be provided at the hourly rate not to exceed $2,500 per month without a written agreement signed by both parties. 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 the Contract, the Contract may be renegotiated or terminated as provided herein. The Contractor will provide an invoice to the County for payment for services rendered no less than quarterly and no more than monthly. Invoices shall contain the hours worked and will briefly describe the work performed in furtherance of the Statement of Work made Exhibit A to the Contract. As identified in the contract the annual total shall not exceed $12,000 unless amended in writing. The invoice represents a report and shall be submitted to Jefferson County Public Health in care of the Financial Manager, 615 Sheridan Street, Port Townsend, WA 98368. Little River Enterprises Professional Services Agreement Page 11 of 11