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HomeMy WebLinkAbout050222ca02 615 Sheridan Street Port Townsend, WA 98368 c9e ason www.JeffersonCountyPublicHealth.org Consent Agenda Public Heal JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS AGENDA REQUEST TO: Board of County Commissioners Mark McCauley, County Administrator FROM: Apple Martine, Public Health Director Denise Banker, Community Health Director DATE: c(\al ?-Oa? SUBJECT: Agenda item — Independent Contractor Agreement with First 5 FUNdamentals; January 1, 2022 through June 30, 2022; $1500 STATEMENT OF ISSUE: Jefferson County Public Health, Community Health Division, requests Board approval of the Independent Contractor Agreement with First 5 FUNdamentals; January 1, 2022 through June 30, 2022; $1500 ANALYSIS/STRATEGIC GOALS/PRO'S and CON'S: This independent contractor 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 Voice 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 Voice Role —Jefferson County • Be main point of contact for the Region's family and community engagement needs, including marketing and communications • Provide opportunities for organizations and individuals to engage with the Region through multiple engagement strategies, including communications channels • Support communication and engagement channels, such as the regional website, social media, and newsletters • Promote strategies to connect families with young children to the resources they need • Advocate and look for opportunities to ground regional decision-making in family and community voice • Look for opportunities to break down silos and align work across various coalitions • Participate on the Washington State Family Voice Learning Network. This is a cross-sector group of stakeholders. • Complete reporting template (monthly). 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 N-22-015 FISCAL IMPACT/COST BENEFIT ANALYSIS: This Independent Contractor Agreement is fully funded through an award of $1500 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 Family Voice Role —Jefferson County for Washington Communities for Children Coalition work. January 1, 2022 through June 30, 2022; $1500 REVIEWED BY: 7//Z-V/i Mark McCauley, ggiinty 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 Five FUNdamentals, a Washington nonprofit corporation ("F5F") and Jefferson County Public Health ("Subcontractor"). This Agreement shall be effective as of the 1st day of January,2022 (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 January,2022 (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 1 N-22-015 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 201 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 F5F, 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 DCYF 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 account 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. 2 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. Subcontractor will dutifully maintain confidentiality of information which F5F regards as its proprietary information. However, it is recognized that subcontractor, as a public agency, is constrained by the Public Records Act(RCW 42.56.070)which may require documents to be made public. Subcontractor will maintain confidentiality to the extent permitted by the Act, and disclaims any liability for release of information required by law. 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 3 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. 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. 4 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 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: 5 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. 6 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-PROTECT 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 insurance obligations applicable to contractors and subcontractors in the DCYF Contract, and will, as appropriate, provide proof of insurance coverage as set forth in this section. The intent of the required insurance 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 Insurance The Subcontractor shall maintain commercial general liability(CGL)insurance and,if necessary, commercial umbrella insurance, with a limit of not less than one million ($1,000,000.00)per occurrence.If CGL insurance contains aggregate limits,the general 7 aggregate limit shall be at least twice the"each occurrence"limit.CGL insurance shall have products completed operation aggregate limit of at least two times the "each occurrence" limit. All insurance 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 Insurance The Subcontractor shall maintain business auto liability and,if necessary,commercial umbrella liability insurance with a combined single limit of not less than one million dollars ($1,000,000.00) per accident.Such insurance shall cover liability (bodily injury and property damage),arising out of"Any Auto." c. Employer's Liability ("Stop Gap") Insurance The Subcontractor shall maintain employer's liability and insurance and,if necessary, commercial umbrella liability insurance with limits not less than one million dollars ($1,000,000.00) each employee for bodily injury by disease. All such policies referenced above shall (i) name F5F as a loss payee and additional insured; (ii) be issued by an insurance company that is acceptable to F5F and licensed to do business in the State of Washington; and (iii) provide that such insurance 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. 8 SECTION 21 -NOTICES Notices required or permitted under this Agreement 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,WA 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 DCYF Contract,the terms of the DCYF 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 Agreement as signed for its records. FIRST FIVE FUNDAMENTALS, a JEFFERSON COUNTY,WASHINGTON Washington Nonprofit Corporation Board of County Commissioners By: Kate Ginn By: Heidi Eisenhour Its:Chief Operating Officer Its: Chair Date: 9 125 12'c''L2 Date: Approved as to Form Only: April 13, 2022 Philip C.Hunsucker Date Chief Civil Deputy Prosecuting Attorney 9 SCHEDULE A SERVICES For the period of January 1, 2022 through June 30, 2022 Contractor will complete the following activities: For Family Voice Role-Jefferson County • Be main point of contact for the Regions family and community engagement needs, including marketing and communications • Provide opportunities for organizations and individuals to engage with the Region through multiple engagement strategies,including communications channels • Support communication and engagement channels, such as the regional website,social media,and newsletters • Promote strategies to connect families with young children to the resources they need • Advocate and look for opportunities to ground regional decision-making in family and community voice • Look for opportunities to break down silos and align work across various coalitions • Participate on the Washington State Family Voice Learning Network. This is a cross- sector group of stakeholders. • Complete reporting template (monthly) SCHEDULE B PAYMENT Maximum Contract Total: $1,500.00 Effective Date:January 1,2022 End Date:June 30,2022 Contractor:Jefferson County Public Health Project Lead(s): Karen Obermeyer Purpose: To support the Peninsulas Region as a Family Voice Lead Funding Sources:Washington State Dept of Children Youth and Families PDG Grant-Contract #22-1238 (Federal dollars) -$1,192.50 and General Operations (unrestricted) -$307.50 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 1,2022 to June 30,2022. Payment Point Date Amount Total Units Complete deliverables and Monthly $250.00 6 submit monthly reporting Invoices must be template submitted by the 5th of each month Total $1,500.00 10