HomeMy WebLinkAbout111521ca09 <V 615 Sheridan Street
Port Townsend,WA 98368
cell rson www.JeffersonCountyPublicHealth.org
Consent Agenda
Public He5aulthli
JEFFERSON COUNTY
BOARD OF COUNTY COMMISSIONERS
AGENDA REQUEST
TO: Board of County Commissioners
Mark McCauley, Interim County Administrator
FROM: Apple Martine, Public Health Director
Karen Obermeyer, Children &Youth with Special Healthcare Needs
Coordinator
DATE:
SUBJECT: Agenda item — Independent Contractor Agreement with First 5 FUNdamentals;
January 1, 2021 through December 31, 2021; $4500
STATEMENT OF ISSUE:
Jefferson County Public Health, Community Health Division, requests Board approval of the Independent
contract agreement with First 5 FUNdamentals; January 1, 2021 through December 31, 2021; $4500
ANALYSIS/STRATEGIC GOALS/PRO'S and CON'S:
This independent contract agreement is with First 5 FUNdamentals, a Washington nonprofit corporation. The
agreement is for JCPH Children &Youth with Special Healthcare Needs program staff to serve in the Family &
Community Outreach Role —Jefferson County for Washington Communities for Children Coalition.
The goal of Contract is to support the capacity and infrastructure of Washington Communities for Children, build
public awareness of and support for high quality early learning opportunities, and achieve a range of other goals
(each of which are outlined in the Washington State Department of Children, Youth, and Family Contract);
For Family &Community Outreach Role —Jefferson County
• Be main point of contact for the Region's marketing and communication needs
• Provide opportunities for organizations and individuals to engage with the Olympic Region (Clallam,
Jefferson and Kitsap), through multiple communication channels
• Look for opportunities to break down silos and align work across various coalitions
• Contribute to the maintenance of the regional website, social media, and newsletters
• Participate on the Washington State Help Me Grow Family &Community Outreach Action Team. This is
a cross-sector group of stakeholders that meets every other month.
• Review the Washington Communities for Children Liberatory Design Workshop materials
• Complete reporting template (monthly)
January 1, 2021 through December 31, 2021; $4,500
Community Health
Developmental Disabilities Environmental Public Health
360-385-9400 360-385-9444
360-385-9401 (f) (f)360-379-4487
Always working for a safer and healthier community
NI-21-053
FISCAL IMPACT/COST BENEFIT ANALYSIS:
This Independent Contractor Agreement is fully funded through an award of$4500 from First 5 FUNdamentals
and no general funds are used to support this program.
RECOMMENDATION:
JCPH management request approval of the independent contractor agreement with First 5 FUNdamentals; to
provide in Jefferson County, Family &Community Outreach for Washington Communities for Children Coalition
work.
January 1, 2021 through December 31, 2021; $4,500
REVIEWED BY:
////e/A-/
Mark McCauley, Inte County Administrator Date
Community Health Environmental Public Health
Developmental Disabilities 360-385-9444
360-385-9400 Always working for a safer and healthier community (f)360-379-4487
360-385-9401 (f)
INDEPENDENT CONTRACTOR AGREEMENT
FIRST FIVE FUNDAMENTALS
This INDEPENDENT CONTRACTOR AGREEMENT (this"Agreement") is made by and
between First 5 FUNdamentals, Washingtonnonprofitp a corporation ("F5F") Jefferson
efferson
County Public Health"Subcontractor".
This Agreement shall be effective as of the 1st day of January,2021 (the"Effective Date").
WHEREAS, F5F is a party to that certain Service Contract with the Washington State
Department of Children, Youth, and Families ("DCYF") effective as of September 1, 2020 (the
"DCYF Contract");
WHEREAS,Subcontractor has been provided with a copy of the DCYF Contract;
WHEREAS, the goal of the DCYF Contract is to support the capacity and infrastructure
of Washington Communities for Children,build public awareness of and support for high quality
early learning opportunities,and achieve a range of other goals(each of which are outlined in the
DCYF Contract);
WHEREAS, both F5F and Subcontractor believe that Subcontractor can assist F5F in
achieving its work under the DCYF Contract as provided herein;
WHEREAS,F5F desires to engage Subcontractor as provided herein
SECTION 1- SERVICES
During the term of this Agreement, Subcontractor shall perform all professional services to F5F
that are described in Schedule A (attached hereto, and collectively referred to as the "Services").
Subcontractor shall use its best efforts to perform the Services such that the results are satisfactory
to F5F, and shall perform the Services at such times as are consistent with F5F's scheduling and
business needs.
Without limiting the generality of the foregoing, Subcontractor shall in all events abide by the
terms of: (a) this Agreement;and (b) the DCYF Contract.
SECTION 2- PAYMENT
F5F will pay Subcontractor according to the terms provided in Schedule B, provided that the
Subcontractor performs the Services in accordance with the terms of this Agreement. No
payments in advance or in anticipation of Services to be provided under this Contract shall be
made by F5F.
The payment terms contemplated herein (including those contained in Schedule B) are based on
the assumption that payment has been made to F5F pursuant to the DCYF Contract (such that
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N-21-053
payment can then be made to Subcontractor). In the event that funds are not available, F5F
reserves the right to change the payment terms and the amounts due to Subcontractor.
Subcontractor shall submit a signed invoice for all Services to F5F at the email address listed
below:
First 5 FUNdamentals
Attention: Rachel Hall
Email:rachelh@first5fundamentals.org
Alternatively,invoices can be mailed to:
First 5 FUNdamentals
Attention Rachel Hall
1501 Pacific Ave,Suite 203
Tacoma,WA 98402
SECTION 3-INDEPENDENT CONTRACTOR
In performing the Services in this Agreement,Subcontractor will act as an independent contractor
and not as an employee or agent of F5F. This Agreement does not create an agency,partnership,
joint venture, franchise, or employment relationship between the parties. Subcontractor has no
authority to act on behalf of FSF, or to bind F5F in any way. F5F will not be liable for any of the
Subcontractor's expenses except as expressly stated in Schedule B. F5F will not make deductions
from any amounts payable to Subcontractor for taxes. All payments made pursuant to this
Agreement shall be without deduction for any taxes or withholdings, including but not limited
to deductions for state or federal income,payroll,or self-employment taxes.
SECTION 4- SUBCONTRACTS
Subcontractor may not engage subcontractors to perform its obligations under this Agreement
without prior written consent of F5F.
SECTION 5- REPORTING
Subcontractor agrees to submit all required reports and requirements by this Agreement (as
outlined in Schedule A) or as required by Subcontractor pursuant to the SCYF Contract on or
before the dates indicated therein. F5F reserves the right to aggregate, disaggregate, analyze,
reproduce,and/or disseminate the data included in all reports.
SECTION 6- RECORDKEEPING
Subcontractor agrees to keep and maintain sufficient records to accoun
t for all deliverables
outlined in Schedule A, and for all receipts and expenditures of contract funds for which
Subcontract is being paid in Schedule B. These records of contract funds as well as supporting
documentation must be archived for at least six (6)years after the termination of this Agreement.
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Subcontractor agrees to make such books, records, information, and supporting documentation
available to F5F for inspection,if requested.
SECTION 7-CONFIDENTIALITY
Subcontractor will hold in strictest confidence any non-public information that F5F designates as
being confidential during the term of this Agreement and for six (6) years thereafter.
Subcontractor will not disclose confidential information to any third party and will not use any
confidential information other than as necessary for Subcontractor to perform its obligations
under this Agreement. The Subcontractor shall implement physical, electronic, and managerial
policies, procedures, and safeguards to prevent the unauthorized access, use, or disclosure of
sensitive personal information and confidential information in accordance with the terms of this
Agreement and the terms of the DCYF Contract.
Subcontractor understands and acknowledges that the foregoing provisions are designed to
preserve the goodwill of both F5F and Subcontractor.Accordingly,if Subcontractor breaches any
obligation contained in Section 7, in addition to any other remedies available under this
Agreement at law or in equity,F5F shall be entitled to enforce this Agreement by injunctive relief
and by specific performance of the Agreement.Such relief shall be available without the necessity
of posting a bond. Additionally, nothing in this Section shall limit F5F's right to recover any
damages to which it is entitled as a result of Subcontractor's breach. If any provision of these
covenants is held by a court of competent jurisdiction to be unenforceable, the affected
covenant(s) shall be deemed reformed to comply with such time period, geographic area, or
restricted activity that would be held enforceable.
SECTION 8- INTELLECTUAL PROPERTY
Subcontractor acknowledges and agrees that any work product produced by Subcontractor, its
employees, subcontractors, or its agents during the performance of its duties under this
Agreement and all intellectual property rights therein, including patent, trademark, copyright,
trade secret and other proprietary rights (the "Work Product") shall belong exclusively to F5F.
All Work Product constituting actual or potentially copyrightable subject matter shall be
considered "Work Made for Hire" under the U.S. Copyright Act, 17 U.S.C. § 101 et seq.
Accordingly, F5F will be the copyright author and owner of any Work Product constituting
copyrightable material.To the extent ownership of any Work Product does not fully vest in F5F,
Subcontractor hereby irrevocably assigns to F5F Subcontractor's entire right,title and interest in
and to the Work Product in any and all media, throughout the world, whether now known or
hereinafter developed. Subcontractor additionally agrees to execute, and will cause any of its
officers,employees,and/or agents to execute as applicable,any documents reasonably necessary
to perfect the assignment of such rights in the Work Product or any other intellectual property
rights thereunder to F5F. Subcontractor acknowledges and agrees that payment under this
Agreement will be the full and entire compensation to Subcontractor for the assignment of rights
detailed in this subsection of this Agreement. The assignment of rights hereunder will not be
subject to termination or revocation under any circumstances, and will survive any termination
of this Agreement.
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SECTION 9-THIRD PARTY RIGHTS
Subcontractor warrants that written work produced under the terms of this Agreement will not
infringe,misappropriate,or violate the rights of any third party.Subcontractor further represents
and warrants that it will not incorporate or derive its work from the intellectual property of any
third party without F5F's prior written consent.
SECTION 10-TERMINATION
This Agreement (including any applicable Schedules) may be terminated only as provided
herein.The Agreement shall be considered"terminated"within the meaning of this section upon
the conclusion of any notice periods contained herein.
1. F5F may terminate this Agreement with or without cause by giving Subcontractor
no less than thirty(30)days'written notice of its intent to terminate this Agreement
hereunder.
2. If the parties reach a mutual, written agreement to terminate this Agreement,
without fault or liability other than the completion of open actions that should be
accomplished prior to the effective date, such termination will be effective as
agreed by the Parties.
3. Either of the parties may terminate this Agreement for Cause if the other one of
the parties breaches any express material term or condition of this Agreement
and fails to cure that breach within fifteen(15) days after receiving written notice
of the breach that clearly describes and documents the basis for the termination,
including one or more acceptable cure(s)for the breach.
a. For purposes of this Agreement, "Cause" shall include (but not be limited
to): (i) except as otherwise provided in this Agreement,a party's failure to
timely pay the other Party in accordance with the terms of this Agreement,
if such default continues for fifteen (15) business days or more after notice
to the other party; (ii) a material breach that remains uncured as described
above (but subject to the terms of subparagraphs (b) and (c) below); and
(iii) and (iv)the liquidation or dissolution of a party.
b. If the nature of the cure for any non-monetary breach is such that it is
reasonably expected to take longer than fifteen(15)days,the breaching one
of the parties shall be given an additional fifteen (15) days, or whatever
additional time is mutually agreeable to the parties, to cure such breach,
provided the cure is commenced during the original fifteen(15)day period
and is diligently carried out thereafter.
c. In the event the material breach is not cured within the periods specified
above after delivery of notice, the non-breaching one of the parties may
terminate this Agreement five (5) calendar days after the passage of the
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promised cure date or after the mutual written recognition by the parties
that the breach will not,or cannot,be cured as promised.
d. The terminating party shall have all rights and remedies available at law
or equity as well as any other rights and remedies as set forth in this
Agreement. In the case of any early termination, the Subcontractor is
required to immediately repay the full amount of funds which were
unspent as of the date of the notice of termination, and F5F shall have no
further obligation to distribute any unpaid or remaining portion of the
Agreement value to the Subcontractor.
SECTION 11 -QUALITY OF WORK AND NON-COMPLIANCE
Quality of work and compliance with the terms outlined in the Agreement and the DCYF
Contract will be monitored throughout the term of this Agreement. If F5F is: (a) not satisfied, in
its sole discretion,with the quality of the Subcontractor's work or(b) encounters non-compliance
with the terms outlined in the Agreement or the DCYF Contract on the part of the Subcontractor,
F5F will make a reasonable attempt to assist the Subcontractor with technical assistance and
quality assurance activities to resolve issues that impede quality and compliance. If quality
and/or compliance issues remain,the F5F above may elect to terminate this Agreement for Cause
in accordance with Section 10 above.
SECTION 12-CHANGE IN KEY PERSONNEL
The success of the Services delivered pursuant to this Agreement are largely contingent on the
participation of qualified staff. Should there be any material change in the job description, level
of authority,or employment status of key staff assigned to complete the Services during the term
of the Agreement,F5F requires that Subcontractor notify F5F within 30 days of the change.
SECTION 13-NONDISCRIMINATION
Subcontractor must maintain non-discriminatory policies with regard to race,color,age,gender,
marital status, sexual orientation, political ideology, age, creed, religion, heritage, ancestry,
national origin, or sensory, mental, or physical ability throughout the term of this Agreement.
During the performance of this Agreement the parties shall comply with all federal and state
nondiscrimination laws including, but not limited to chapter 49.60 RCW, Washington's Law
Against Discrimination,and the Americans with Disabilities Act(ADA).
SECTION 14-WARRANTIES
Subcontractor warrants, represents and agrees that Subcontractor has the legal power and
authority to enter into this Agreement and perform Subcontractor's obligations hereunder, in
according with the following:
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a. Licensing
Subcontractor warrants that it is in good standing and qualified to do business in the
State of Washington, that it possesses and shall keep current all required licenses
and/or approvals,and that it is current,in full compliance,and has paid all applicable
taxes owed to the State of Washington.
b. Professional Obligations
Subcontractor shall at all times maintain compliance with all federal, state, and local
laws (including but not limited to licensing rules), as well as compliance with all
ethical obligations.
c. Suspension and Debarment
Subcontractor represents and warrants that neither it nor its principals or affiliates
presently are debarred, suspended, proposed for debarment, declared ineligible, or
voluntarily excluded from participation in any governmental contract by any
governmental department or agency within the United States.
d. Quality of Goods and Services
Subcontractor represents and warrants that any goods and/or services provided
pursuant to this Agreement shall be merchantable, shall conform to this Agreement
and the DCYF Contract, shall be fit and safe for the intended purpose, shall be free
from defects in materials and workmanship, and shall be produced and delivered in
full compliance with applicable law.Subcontractor further represents and warrants it
has clear title to the goods and that the same shall be delivered free of liens and
encumbrances and that the same do not infringe any third-party patent.Upon breach
of warranty, Subcontractor will repair or replace (at no charge to F5F) any goods
and/or services whose nonconformance is discovered and made known to the
Subcontractor. If, in F5F's judgement, repair or replacement is inadequate, or fails of
its essential purpose,Subcontractor will refund the full amount of any payments that
have been made. The rights and remedies of the parties under this warranty are in
addition to any other rights and remedies of the parties provide by law or equity,
including, without limitation, actual damages, and, as applicable are awarded under
the law,to a prevailing party,with reasonable attorneys' fees and costs.
e. Wage Violations
Subcontractor represents and warrants that, during the term of this Agreement and
the three (3) year period immediately preceding the effective date of this Agreement,
it is not determined, by a final and binding citation and notice of assessment issued
by the Washington Department of Labor and Industries or through a civil judgment
entered by a court of limited or general jurisdiction, to be in willful violation of any
provision of Washington State wage laws.
f. Pay Equity
Subcontractor represents and warrants that, as required by Washington State law,
during the term of this Agreement it agrees to equity among its workers by ensuring
similarly employed individuals are compensated as equals.
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g. Procurement Ethics&Prohibition on Gifts
Subcontractor represents and warrants that it complies fully with all applicable
procurement ethics restrictions including, but not limited to, restrictions against
Subcontractor providing gifts or anything of economic value,directly or indirectly,to
F5F's employees.
SECTION 15 - INDEMNIFICATION
Subcontractor will defend, indemnify and hold harmless F5F, its employees, shareholders,
officers, directors, agents and other affiliates, from any cause of action as a result of or arising
from Subcontractor's (and/or its employees, subcontractors, or its agents) actual or alleged
breach of this Agreement; (b) negligence or willful misconduct; or (c) violation of federal, state
and local laws and regulations, including without limitation tax obligations. Such
indemnification will apply to any and all resulting damages, setoffs, liens, attachments, debts,
expenses,judgments or other liabilities of whatever kind or nature as they are incurred(including
but not limited to the cost of defense,settlement and attorneys' fees).Subcontractor will be liable
as a principal and not as surety for Subcontractor's indemnification obligations under this
Agreement.
SECTION 16-PROJECT ANNOUNCEMENTS,PUBLIC REPORTS AND USE OF F5F
NAME AND LOGO
F5F may include information on this Agreement(and on the DCYF Contract)in its periodic public
reports, and may make information about this Agreement public at any time on its web pages
and as part of press releases, public reports, speeches,newsletters, and other public documents.
If Subcontractor wishes to issue a press release or public report announcing this Agreement, or
otherwise use F5F's name of logo for any purpose, Subcontractor must contact F5F at least two
weeks before the desired announcement or publication date to obtain advance written approval,
and to ensure compliance with Section 7 above.
SECTION 17-INSURANCE
Subcontractor will comply with the coverage obligations applicable to contractors and
subcontractors in the DCYF Contract, and will, as appropriate, provide proof of coverage as set
forth in this section.
The intent of the required coverage is to protect F5F (and,ultimately,DCYF) should there be any
claims,suits,actions,costs,damages,or expenses arising from and negligent of intentional act or
omission of Subcontractor, its agents, subcontractors, or grantees thereof, in carrying out the
Services in this Agreement. As a general matter,Subcontract shall ensure that it has the following
coverage:
a. Commercial General Liability Coverage
The Subcontractor shall maintain commercial general liability (CGL) coverage and,if
necessary, commercial umbrella coverage, with a limit of not less than one million
($1,000,000.00) per occurrence. If CGL coverage contains aggregate limits,the general
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aggregate limit shall be at least twice the"each occurrence" limit. CGL coverage shall
have products completed operation aggregate limit of at least two times the "each
occurrence"limit.All coverage shall cover liability assumed under an insured contract
(including the tort liability of another assumed in a business contract), and contain a
separation of insured (cross liability) condition.
b. Business Automobile Liability Coverage
The Subcontractor shall maintain business auto liability and,if necessary,commercial
umbrella liability coverage with a combined single limit of not less than one million
dollars ($1,000,000.00) per accident. Such coverage shall cover liability (bodily injury
and property damage),arising out of"Any Auto."
c. Employer's Liability ("Stop Gap") Coverage
The Subcontractor shall maintain employer's liability and coverage and,if necessary,
commercial umbrella liability coverage with limits not less than one million dollars
($1,000,000.00) each employee for bodily injury by disease.
All such coverage referenced above shall (i) name F5F as a loss payee and additional insured;
(ii)be issued by an insurance company or risk pool that is acceptable to F5F and licensed to do
business in the State of Washington;and (iii) provide that such coverage shall not be canceled or
otherwise modified unless thirty (30) days' prior written notice has been given to F5F. Coverage
from a risk pool shall satisfy the requirements of this section.
SECTION 18-DISPUTE RESOLUTION
Any disputed issues that we are unable to independently resolve shall be submitted to arbitration.
Arbitration shall be conducted by JAMS,under the JAMS International Arbitration Rules using a
single arbitrator.If the parties cannot agree on an arbitrator,the JAMS administrator shall appoint
one at random from among the list of available arbitrators.The prevailing party in any arbitration
proceeding shall recover its reasonable attorneys' fees and all other costs incurred in the
arbitration. The dispute process will precede any action in a judicial or quasi-judicial tribunal. In
the event of a lawsuit involving this Agreement, venue will be proper only in Pierce County,
Washington.Subcontractor acknowledges the jurisdiction of the courts of the State of Washington
in this matter.
SECTION 19-AMENDMENT&ASSIGNMENT
This Agreement may not be assigned or amended by either party without the prior written
consent of the other,and any purported assignment by a party absent this consent is void.
SECTION 20-REVIEW BY F5F
Subcontractor will permit representatives of F5F to visit Subcontractor's premises and review
Subcontractor's activities with respect to the Services in this Agreement, and will permit F5F, at
its own expense, to conduct an independent financial and/or programmatic audit of the
expenditures related to this Agreement.
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SECTION 21 - NOTICES
Notices required or permitted under this Age eement will be considered given if
delivered in person or by mail or delivery service that obtains written confirmation of receipt.
Notices by mail or delivery service will be addressed to F5F at its principal place of
business, listed below, and to Subcontractor at the address set forth below, or at such other
address as either party may designate in writing to the other pursuant to this subsection.
F5F: First 5 FUNdamentals
1501 Pacific Ave, Suite
201 Tacoma, W A 98402
Subcontractor: Jefferson County Public Health
615 Sheridan St
Port Townsend, WA 98368
,SECTION 22 - ENTIRE AGREEMENT, GOVERNING LAW, SEVERABILITY
This Agreement constitutes the entire agreement and supersedes any prior oral or written
agreements or communications between the parties regarding its subject matter. The laws of
Washington State shall govern this Agreement. The provisions of this Agreement are severable
so that if any terms of provision are found for any reason to be invalid, illegal, or unenforceable,
such finding shall not affect the validity, construction, or enforceability of any remaining term or
provision. In the event of a conflict between this Agreement and the DC Y F Contract, the terms of
the D C Y F Contract shall prevail.
This Agreement must be signed by an authorized officer of Subcontractor prior to any payment
of funds under this Agreement. Subcontractor may keep a copy of this Ag r eement as signed for
its records.
FIRST FIVE FUNDAMENTALS, JEFFERSON COUNTY,WASHINGTON
a Washington Nonprofit Corporation Board of County Commissioners
Susan Barbeau By: Kate
Its: Executive Dean Its:Chair
Director Date: \\ V —\ o \ Date:
Approved as to Form
rm Only:
October 21,2021
Philip C. Hunsucker Date
Chief Civil Deputy Prosecuting Attorney
SCHEDULE A
SERVICES
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For the period of January 1, 2021 through December 31, 2021 Contractor will complete the
following activities:
For Family&Community Outreach Role-Jefferson County
• Be main point of contact for the Regions marketing and communication needs
• Provide opportunities for organizations and individuals to engage with the Region
through multiple communication channels
• Look for opportunities to break down silos and align work across various coalitions
• Contribute to the maintenance of the regional website,social media,and newsletters
• Participate on the Washington State Help Me Grow Family&Community Outreach
Action Team.This is a cross-sector group of stakeholders that meets every other month.
• Review the WCFC Liberatory Design Workshop materials
• Complete reporting template (monthly)
SCHEDULE B
PAYMENT
Maximum Contract Total: $4,500
Effective Date:January 1,2021
End Date: December 31,2021
Contractor:Jefferson County Public Health
Project Lead(s): Karen Obermeyer
Purpose: to support the Olympic-Kitsap Region
Funding Sources:Washington State Dept of Children Youth and Families PDG Grant-Contract
#21-1177(Federal dollars)
Any variance to the Payment Points allocated within this Budget must be pre-approved by F5F
in writing. Failure to obtain pre-approval may result in non-payment of the unapproved
expenses.
Payment period is January 1,2021 to December 31,2021.
Payment Point Date Amount Total Units
Complete deliverables and Monthly $375 12
submit monthly reporting Invoices must be
template submitted by the
5th of each month
Total $4,500
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