HomeMy WebLinkAboutMorley, Philip (employment contract, no ins. required) - DCPA & CA signed PERSONAL SERVICES AGREEMENT
This Personal Services Agreement("this Agreement") is entered into between the County of
Jefferson, a municipal corporation ("the County"), and Philip Morley, an individual ("the
Consultant"), in consideration of the mutual benefits, terms, and conditions specified below.
1. Project Designation. The Consultant is retained by the County to research, negotiate and
draft contracts for county risk and legal reviews, and to perform other special projects to
assist the Interim County Administrator, as requested through individual work orders.
2. Scope of Work. Consultant agrees to prepare contracts and complete other special
projects as described through individual written work orders mutually negotiated by the
parties and approved by the Interim County Administrator and Consultant. Each work
order will define the contract or project to be completed, due date, and establish a limit on
hours to be billed.
3. Time for Performance. Work under this Agreement shall commence upon the County
giving Consultant an approved work order. Consultant expenses incurred after August 1,
2021 pursuant to an approved work order but prior to the execution of this agreement are
hereby ratified and are eligible for reimbursement. Consultant shall perform all services
and provide all work product required pursuant to this Agreement no later than October
31, 2021.
4. Payment. The Consultant shall be paid by the County for completed work and for
services rendered under this Agreement as follows:
a. Payment to Consultant during shall not exceed $50,000 without express written
modification of this Agreement executed by both parties.
b. Work shall be billed at $175.00 per hour, pro-rated for each 10 minute increment
thereof The number of hours billed for each project shall not exceed the hour
limit in the approved work order, unless the work order is first revised and
approved by the County and Consultant in writing to increase the hour limit.
c. The Consultant may submit invoices to the County once per month during the
progress of the work for partial payment for projects completed to date. Such
invoices will be checked by the County, and upon approval thereof, payment will
be made to the Consultant in the amount approved. Payment of Consultant
invoices shall be within 30 days of receipt by the County for any services not in
dispute based on the terms of this Agreement.
d. Final payment of any balance due the Consultant 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.
Personal Services Agreement Page 1 of 9
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 Consultant'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
three (3) years after final payments. Copies shall be made available upon request.
5. Work Orders. The County may initiate a work order request with Consultant. Consultant
may decline to accept a work order request, especially if the combined work under this
Agreement would exceed ten hours per week. For accepted work orders, County and
Consultant shall negotiate the project scope, anticipated delivery date, and maximum
number of billable hours for that project. Once County and Consultant agree on the
scope, date and hour maximum, Consultant and County may approve the written work
order.
6. Ownership and Use of Documents. All documents, drawings, specifications, and other
materials produced by the Consultant 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 Consultant shall be permitted to retain copies, including
reproducible copies, for information, reference and use in connection with Consultant's
endeavors.
7. Compliance with laws. Consultant 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.
8. Indemnification. All work performed by Consultant shall be in draft form, subject to
independent review and acceptance by the County. As such, County assumes all liability
for work products it accepts under this Agreement. Subject to that exception, Consultant
shall indemnify, defend, and hold harmless the County, its officers, agents and
employees, from and against any and all claims, losses or liability, or any portion thereof,
including attorney's fees and costs, arising from injury or death to persons, including
injuries, sickness, disease or death to Consultant, or damage to property occasioned by a
negligent act, omission or failure of the Consultant.
9. Insurance. Prior to commencing work, the Consultant 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.
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 Consultant's performance
of this Agreement.
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The County shall be named as an "additional named insured" under all insurance policies
required by this Agreement, and shall include a provision prohibiting cancellation of said
policy except upon thirty(30) days prior written notice to the County.
Such insurance coverage shall be evidenced by one of the following methods: (a)
Certificate of Insurance; or, (b) Self-insurance through an irrevocable Letter of Credit
from a qualified financial institution.
The Consultant shall furnish the County with properly executed certificates of insurance
that, at a minimum, shall include: (a) The limits of overage; (b) The project name to
which it applies; (c) The certificate holder as Jefferson County, Washington and its
elected officials, officers, and employees with the address of Jefferson County Risk
Management, P.O. Box 1220, Port Townsend, WA 98368, and, (d) A statement that the
insurance policy shall not be canceled or allowed to expire except on thirty(30) days
prior written notice to the County. If the proof of insurance or certificate indicating the
County is an "additional insured"to a policy obtained by the Consultant 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 Consultant to obtain the full text of that endorsement
and forward that full text to the County. Certificates of coverage as required by this
section shall be delivered to the County within fifteen (15) days of execution of this
Agreement.
Failure of the Consultant to take out or maintain any required insurance shall not relieve
the Consultant from any liability under this Agreement, nor shall the insurance
requirements be construed to conflict with or otherwise limit the obligations concerning
indemnification of the County.
The Consultant's 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, with the exception of Professional Liability
Insurance, so affected shall protect all the parties and shall be primary coverage for all
losses covered by the above described insurance.
Insurance companies issuing the Consultant's insurance 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 insurance policy.
All deductibles in the Consultant's insurance policies shall be assumed by and be at the
sole risk of the Consultant.
Any deductibles or self-insured retention shall be declared to and approved by the County
prior to the approval of this Agreement by the County. At the option of the County, the
insurer shall reduce or eliminate deductibles or self-insured retention, or the Consultant
shall procure a bond guaranteeing payment of losses and related investigations, claim
administration and defense expenses.
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Any judgments for which the County may be liable, in excess of insured amounts
required by this Agreement, or any portion thereof, may be withheld from payment due,
or to become due, to the Consultant until the Consultant shall furnish additional security
covering such judgment as may be determined by the County.
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
insurance policy the Consultant shall provide to comply with this Agreement.
The County may, upon the Consultant's failure to comply with all provisions of this
Agreement relating to insurance, withhold payment or compensation that would
otherwise be due to the Consultant.
The Consultant shall provide a copy of all insurance policies specified in this Agreement.
Written notice of cancellation or change in the Consultant's insurance required by this
Agreement shall reference the project name and agreement number and shall be mailed to
the County at the following address: Jefferson County Risk Management, P.O. Box
1220, Port Townsend, WA 98368.
The Consultant's liability insurance provisions shall be primary and noncontributory with
respect to any insurance or self-insurance programs covering the County, its elected and
appointed officers, officials, employees, and agents.
Any failure to comply with reporting provisions of the insurance policies shall not affect
coverage provided to the County, its officers, officials, employees, or agents.
The Consultant's insurance shall apply separately to each insured against whom claim is
made or suit is brought, except with respect to the limits of the insurer's liability.
The Consultant shall include all subcontractors as insured under its insurance policies or
shall furnish separate certificates and endorsements for each subcontractor. All insurance
coverage for subcontractors shall be subject to all the requirements stated in this
Agreement.
The insurance limits mandated for any insurance coverage required by this Agreement
are not intended to be an indication of exposure nor are they limitations on
indemnification.
The Consultant shall maintain all required insurance policies in force from the time
services commence until services are completed. Certificates, insurance policies, and
endorsements expiring before completion of services shall be promptly replaced. All the
insurance policies required by this Agreement 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.
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The Consultant shall place insurance with insurers licensed to do business in the State of
Washington and having A.M. Best Company ratings of no less than A-, with the
exception that excess and umbrella coverage used to meet the requirements for limits of
liability or gaps in coverage need not be placed with insurers or re-insurers licensed in the
State of Washington.
The County reserves the right to request additional insurance on an individual basis for
extra hazardous contracts and specific service agreements.
10. Worker's Compensation (Industrial Insurance).
If and only if the Consultant 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, the Consultant 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 Risk
Management, upon request.
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.
This coverage shall extend to any subcontractor that does not have their own worker's
compensation and employer's liability insurance.
The Consultant 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.
If the County incurs any costs to enforce the provisions of this subsection, all cost and
fees shall be recoverable from the Consultant.
11. Independent Contractor. The Consultant and the County agree that the Consultant is an
independent contractor with respect to the services provided pursuant to this Agreement.
The Consultant specifically has the right to direct and control Consultant'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 Consultant nor any employee of
Consultant 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,
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otherwise assuming the duties of an employer with respect to Consultant, or any
employee of Consultant.
12. Communications Equipment and Information Technology Access. For continuity,
efficiency, access to files, and ease of communication for the duration of this Agreement,
it is in the County's interest that Consultant have continued use of a County computer
and software (presently a Surface Pro, County ID# 3479), a County cell phone with
service (presently an IPhone 7, County ID# 021332), and continued access to a County
email address, H Drive, G Drive, P Drive, and Laserfiche system.
13. Subcontracting Requirements. The Consultant 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 Consultant assumes responsibility for and all liability
for the actions and quality of services performed by any subcontractor.
Every subcontractor must agree in writing to follow every term of this Agreement. The
Consultant 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 County Engineer or their designee must approve any proposed subcontractors in
writing.
Any dispute arising between the Consultant 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 Consultant's performance required by this
Agreement.
14. Covenant Against Contingent Fees. The Consultant warrants that he has not employed or
retained any company or person, other than a bona fide employee working solely for the
Consultant, 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
Consultant, 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 Agreement price or
consideration, or otherwise recover, the full amount of such fee, commission, percentage,
brokerage fee, gift, or contingent fee.
15. Discrimination Prohibited. The Consultant, 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.
16. No Assignment. The Consultant shall not sublet or assign any of the services covered by
this Agreement without the express written consent of the County. Assignment does not
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include printing or other customary reimbursable expenses that may be provided in an
agreement.
17. 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.
18. Termination.
a. The County reserves the right to terminate this Agreement at any time by giving
ten (10) days written notice to the Consultant.
b. The Consultant reserves the right to terminate this Agreement at any time by
giving ten (10) days written notice to the County.
19. 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:
Mark McCauley, County Administrator
Jefferson County Administrator's Office
P.O. Box 1220
Port Townsend, WA 98368
mmcauley(ci co jefferson.wa.us
Notices to Consultant shall be sent to the following address:
Philip Morley
521 Willow St.
Port Townsend, WA 98368
pmorley@co.jefferson.wa.us
20. Integrated Agreement. This Agreement together with attachments or addenda, represents
the entire and integrated Agreement between the County and the Consultant 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 Consultant ratifies and adopts all statements, representations,
warranties, covenants, and agreements contained in its proposal, and the supporting
material submitted by the Consultant, accepts this Agreement and agrees to all of the
terms and conditions of this Agreement.
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21. Modification of this Agreement. This Agreement may be amended only by written
instrument signed by both County and Consultant.
22. 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 Director of Public Works or County Engineer, 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 Consultant
hereby consents to the personal jurisdiction of the Superior Court of the State of
Washington for Jefferson County.
23. 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.
24. 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.
25. 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.
26. 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
remainder of this Agreement and the application this Agreement shall not be affected and
shall be enforceable to the fullest extent permitted by law.
27. 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.
28. No Assignment. The Consultant shall not sell, assign, or transfer any of rights obtained
by this Agreement without the express written consent of the County.
29. 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.
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30. 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.
31. Facsimile and Electronic Signatures. The parties agree that facsimile and electronic
signatures shall have the same force and effect as original signatures.
32. 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.
33. 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 Consultant 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
Consultant further agrees that upon receipt of any written public record request,
Consultant shall, within two business days, notify the County by providing a copy of the
request per the notice provisions of this Agreement.
DATED this day of July, 2021.
JEFFERSON COUNTY PHILIP MORLEY
By the authority delegated to me by the
Board of County Commissioners on July 6,
2021
7-12
'3 4l1
Mark McCaule , Dat ilip Morl y Date
Interim County dministrator
Approved as to form only:
R
July 8, 2021
Philip C. Hunsucker Date
Chief Civil Deputy Prosecuting Attorney
Personal Services Agreement Page 9 of 9
CONTRACT REVIEW FORM
CONTRACT WITH: Philip Morley TRACKING NO.: PM PSA 7-7-21
(Contractor/Consultant)
CONTRACT FOR: Personal Services TERM: 7/1/21-10/31/21
COUNTY DEPARTMENT: Co. Administrator's Office
For More Information Contact: Mark McCauley
Contact Phone #: x-130
RETURN TO: Adiel McKnight RETURN BY: asap
(Person in Department) (Date)
AMOUNT: up to $50,000 PROCESS: 0 Exempt from Bid Process
❑ Consultant Selection Process
Revenue N/A ❑ Cooperative Purchase
Expenditure Up to $50,000 ❑ Competitive Sealed Bid
Matching funds Required N/A ❑ Small Works Roster
Source(s) of Matching Funds N/A ❑ Vendor List Bid
❑ RFP or RFQ
O Other- Sole Source
Step 1: REVIEW BY RISK MANAGEMENT
Review by:
Y
Date Reviewed:
❑ APPROVED FORM ❑ Returned for revision(See Comments)
Comments
Electronically approved by Risk Management on 7/7/2021.
Step 2: REVIEW BY PROSECUTING ATTORNEY
Review by: Philip C. Hunsucker
Date Reviewed: Chief Civil Deputy Prosecuting Attorney
❑ APPROVED AS TO FORM ❑ Returned for revision(See Comments)
Comments
Electronically approved as to form by PAO on 7/8/2021.
Tglrg.of the t� 6t�A� a la & RESUBMITS TO RISK
serve s agree GEMENT AND PROSECUTING ATTORNEY
Step 4: CONTRACTOR/CONSULTANT SIGNS APPROPRIATE NUMBER OF
ORIGINALS
Step 5: SUBMIT TO BOCC FOR APPROVAL
Submit original Contract(s),Agenda Request,and Contract Review form. Also,please send 2 copies of
just the Contract(s)(with the originals)to the BOCC Office. Place"Sign Here"markers on all places the
BOCC needs to sign.
MUST be in BOCC Office by 4:30 p.m. TUESDAY for the following Monday's agenda.
(This form to stay with contract throughout the contract review process.)
,, ,A)MINIS1, Interim County Administrator
`�•S) r°, Mark McCauley
0 44 1820 Jefferson Street
U ti ,-c 'i PO Box 1220
Port Townsend, WA 98368
,.. 2
July 7, 2021
TO: File
FROM: Mark McCauley, Interim County Administrator
DATE: July 7, 2021
RE: Sole Source Justification— Personal Services Agreement with Philip Morley
Since May 3, 2021, Mark McCauley has filled a vacancy in the County Administrator position
as Interim County Administrator, while concurrently retaining his Central Services Director
responsibilities.
Both positions are full-time or more, and as Interim County Administrator, now requires
immediate assistance to carry out projects he is responsible for— including negotiating and
preparing contracts and other special projects—to balance his work load, and allow him to
engage in management activities that cannot be delegated.
Until April 30, 2021, Philip Morley served as Jefferson County's County Administrator for 12
1/2 years. Through this, Morley is uniquely well informed of the County's current policies,
practices, budget, and organizational structure. Mr. Morley has strong established working
relations with county officials and staff in all departments; and possesses knowledge of the
departments' differing needs. As the former Administrator, Morley was the County's Risk
Manager and Executive Board member of the Washington Counties' Risk Pool, and routinely
reviewed or prepared Jefferson County's professional services agreements, grants, and
interlocal agreements, which uniquely equips him to perform similar work. Morley has
established contacts and relationships with community organizations, sister jurisdictions,
and businesses that work with the County, enabling him to immediately step in to negotiate
agreements, or to collaborate with these entities for County projects. In the period
between April 30 through June 30, when Mr. Morley had left his responsibilities as County
Administrator and was on administrative leave, Mr. Morley already demonstrated his ability
to provide informed assistance to the Interim County Administrator, by successfully
negotiating and drafting a multi-party agreement of the County with the Port, City, PUD and
EDC Team Jefferson for economic development services, as well as negotiating and drafting
two COVID grant agreement amendments including both scope and budget revisions.
Given the needs of the County to more projects forward expeditiously and the
Phone (360) 385-9100 Fax (360) 385-9382 mmccauley@co.jefferson.wa.us
extraordinary demands on the Interim County Administrator and Central Services Director,
another outside consultant would not have the knowledge to immediately assist the Interim
County Administrator and relieve him of some of time-consuming work to negotiate and
draft agreements, or to directly conduct other project work.
In summary, Mr. Morley is uniquely qualified to immediately step in to assume work that
would otherwise fall to the Interim County Administrator or Central Services Director, and
to prepare drafts of agreements and perform other project work for Mr. McCauley's
ultimate approval.
Sincerely,
Mark McCauley