HomeMy WebLinkAbout081 96In the matter of Establishing
Procedures and Guidelines
for the Development and
Review of Contracts
STATE OF WASHINGTON
JEFFERSON COUNTY
RESOLUTION NO. 81 -96
WIIEREAS, Jefferson County is a member of the Washington Counties Risk Pool
(WCRP); and,
WHEREAS, as a pool member Jefferson County is obligated to develop a risk
management strategy and take the necessary steps to identify potential risks and exposures in the
areas of property damage, property loss, loss of income, and liability; and to mitigate these
exposures through avoidance, prevention, reduction, assumption, or transfer; and,
WHEREAS, one area of potential exposure to liability and third party exposure is
contracted services; either consultant (professional services) contracts, and/or vendor and
construction contracts; and,
WHEREAS, any contractual obligation the County enters must be reviewed as to legal
form and legal enforceability; and,
WHEREAS, said review is the responsibility of the Prosecuting Attorney and his/her
assigned deputies; and,
WHEREAS, the Prosecuting Attorney and the Risk Manager have, together with various
County departments and the Risk Pool, developed standard language and procedures by which to
review various contracts; and,
WHEREAS, said language and procedures is designed to reduce and/or eliminate the
County's exposure to potential liability and damage, and to keep the County in good standing
with the Risk Pool.
NOW THEREFORE BE IT RESOLVED, that the contract language and procedures for
contract review set forth in the Contract Guidelines are hereby adopted (Attachment "A ") and
shall govern all contracts relating to Consulted Services, Vendor Services or Purchases, and/or
Construction.
9s—
Approved this & day of September, 1996.
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ATTACHMENT "A"
CONTRACT GUIDELINES
The following contract guidelines have been established to insure that Jefferson County's
exposures and risks are reasonably treated in all of the County's agreements, contracts, leases,
settlements, etc., once a contract has been awarded pursuant to the provisions of Title 3.55
Jefferson County Code, Letting of County Contracts. The specific language and insurance
provisions provided herein have been reviewed and approved by Risk Management and the
Prosecuting Attorney. Use of this language will expedite the review process. In addition, the
General Insurance Requirements apply to all contracts or agreements where insurance is required.
These provisions shall be included as an attachment to the contract document.
Not all types of contracts are subject to these provisions, such as personal services and
other employment agreements, maintenance agreements, minor purchases and the like. In these
cases the contract or agreement language will need to tailored on a case by case basis. Risk
Management will assist Departments in determining appropriate language provisions.
I. CONSULTANT CONTRACTS
Consultant services from a firm, company or corporation shall be procured by written
contract and accompanying purchase order and/or scope of work to track Consultant costs.
Contracts for services that shall be in writing include, but are not limited to, public safety,
psychological testing, Civil Service assessment centers, executive search, management and
planning studies, engineering, labor negotiations, plans examination, etc.
A. Hold Harmless and Indemnification: Language covering this element of the consulting
contract shall be included in all consulting contracts as follows:
The Consultant shall comply with all Federal, State, and local laws and ordinances
applicable to the work to be done under this Agreement. This Agreement shall be interpreted and
construed in accord with the laws of the State of Washington and venue shall be in Jefferson
County, WA.
The Consultant shall indemnify and hold the County, and its officers, employees, and
agents harmless from and shall process and defend at its own expense, including all costs, attorney
fees and expenses relating thereto, all claims, demands, or suits at law or equity arising in whole
or in part, directly or indirectly, from the Consultant's negligence or breach of any of its
obligations under this Agreement; provided that nothing herein shall require a Consultant to
indemnify the County against and hold harmless the County from claims, demands or suits based
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Consultant's agents or employees; and, (b) the County, its officers, employees and agents, this
indemnity provision with respect to claims or suits based upon such negligence, and/or the costs
to the County of defending such claims and suits, etc., shall be valid and enforceable only to the
extent of the Consultant's negligence, or the negligence of the Consultant's agents or employees.
Claims against the County shall include, but not be limited to assertions that the use and
transfer of any software, book, document, report, film, tape, or sound reproduction of material of
any kind, delivered hereunder, constitutes an infringement of any copyright, patent, trademark,
trade name, or otherwise results in an unfair trade practice or an unlawful restraint of competition.
The Consultant specifically assumes potential liability for actions brought against the
County by Consultant's employees, including all other persons engaged in the performance of any
work or service required of the Consultant under this Agreement and, solely for the purpose of
this indemnification and defense, the Consultant specifically waives any immunity under the state
industrial insurance law, Title 51 R.C.W. The Consultant recognizes that this waiver was
specifically entered into pursuant to provisions of R.C.W. 4.25.115 and was subject of mutual
negotiation.
Unless otherwise specified in the Agreement, the County shall be responsible for
administration of construction contracts, if any, on the project. Subject to the processing of an
acceptable, supplemental Agreement, the Consultant shall provide on -call assistance to the
County during contract administration. By providing such assistance, the Consultant shall assume
no responsibility for proper construction techniques, job site safety, or any construction
contractors failure to perform its work in accordance with contract documents.
B. Independent Contractor: All consulting contracts shall contain language to the effect that:
The Consultant's relation to the County shall be at all times as an independent Contractor,
and nothing herein contained shall be construed to create a relationship of employer- employee or
master - servant, and any and all employees of the Consultant or other persons engaged in the
performance of any work or service required of the Consultant under this Agreement shall be
considered employees of the Consultant only and any claims that may arise on behalf of or against
said employees shall be the sole obligation and responsibility of the Consultant.
C. Assignment or Subletting: All consulting contracts shall contain language to the effect that:
The Consultant shall not sublet or assign any of the services covered by this Agreement
without the express written consent of the County or its authorized representative. Assignment
does not include printing or other customary reimbursable expenses that may be provided in an
Agreement.
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D. Insurance Coverage and Amounts: All consulting contracts shall contain and maintain in
force throughout the duration of the contract the following forms and amounts of insurance; each,
where appropriate, naming the County as an additional insured.
1. Professional Liability Insurance. All contracts with Consultants who are required
to be professionally certified by the State (such as physicians, architects, design
engineers, attorneys) in the performance of their contracted services shall be
required to provide professional liability insurance in the amount of one million
dollars ($1,000,000.00), or the amount payable under this Agreement, whichever
is the greater, unless modified by Exhibit # . In no case shall the Consultant's
professional liability to third parties be limited in any way.
2. Worker's Compensation and Employer's Liability insurance as required by the
State of Washington.
3. Commercial 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
$1,000,000 per occurrence in connection with the Consultant's performance of the
contract.
a. Owned Automobiles;
b. Hired Automobiles, and;
c. Non -owned Automobiles
4. General Commercial Liability Insurance in an amount not less than a single limit of
one million dollars ($1,000,000.00) per occurrence and a aggregate of not less
than two (2) times the occurrence amount ($2,000,000.00 minimum) for bodily
injury, including death and property damage, unless a greater amount is specified
in the contract specifications. The insurance coverage shall contain no limitations
on the scope of the protection provided and include the following minimum
coverages:
a. Broad Form Property Damage, with no employee exclusion;
b. Personal Injury Liability, including extended bodily
injury;
C. Broad Form Contractual/Commercial Liability - including
completed operations;
d. Premises - Operations Liability (M &C);
e. Independent Contractors and subcontractors;
f. Blanket Contractual Liability.
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IL VENDOR AND CONSTRUCTION CONTRACTS
Contracts for the purchase and installation of major equipment items or systems, or
construction projects shall be procured by written contacts and accompanying purchase order to
track associated costs. Vendor and construction contracts include, but are not limited to, office
remodeling, purchase and installation of communication systems, facility or infrastructure
construction or repair, or the like, and shall include the following provisions:
A. Hold Harmless and Indemnification: All contracts shall contain language to the effect that:
The Contractor shall comply with all Federal, State, and local laws and ordinances
applicable to the work to be done under this Agreement. This Agreement shall be interpreted and
construed in accord with the laws of the State of Washington and venue shall be in Jefferson
County, WA.
The Contractor shall indemnify and hold the County, and its officers, employees, and
agents harmless from and shall process and defend at its own expense, including all costs, attorney
fees and expenses relating thereto, all claims, demands, or suits at law or equity arising in whole
or in part, directly or indirectly, from the Contractor's negligence or breach of any of its
obligations under this Agreement; provided that nothing herein shall require a Contractor to
indemnify the County against and hold harmless the County from claims, demands or suits based
solely upon the conduct of the County, its officers, employees and agents, and; provided further
that if the claims or suits are caused by or result from the concurrent negligence of. (a) the
Contractor's agents or employees; and, (b) the County, its officers, employees and agents, this
indemnity provision with respect to claims or suits based upon such negligence, and/or the costs
to the County of defending such claims and suits, etc., shall be valid and enforceable only to the
extent of the Contractor's negligence, or the negligence of the Contractor's agents or employees.
Claims against the County shall include, but not be limited to assertions that the use and
transfer of any software, book, document, report, film, tape, or sound reproduction of material of
any kind, delivered hereunder, constitutes an infringement of any copyright, patent, trademark,
trade name, or otherwise results in an unfair trade practice or an unlawful restraint of competition.
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. 4.25.115 and was subject of mutual
negotiation:
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Unless otherwise specified in the Agreement, the County shall be responsible for
administration of construction contracts, if any, on the project. Subject to the processing of an
acceptable, supplemental Agreement, the Contractor shall provide on -call assistance to the
County during contract administration. By providing such assistance, the Contractor shall assume
no responsibility for proper construction techniques, job site safety, or any construction
Contractors failure to perform its work in accordance with contract documents.
B. Independent Contractor: All contracts shall contain language to the effect that:
The Contractor's relation to the County shall be at all times as an independent Contractor,
and nothing herein contained shall be construed to create a relationship of employer - employee or
master - servant, and any and all employees of the Contractor or other persons engaged in the
performance of any work or service required of the Contractor under this Agreement shall be
considered employees of the Contractor only and any claims that may arise on behalf of or against
said employees shall be the sole obligation and responsibility of the Contractor.
C. Assignment or Subletting: All contracts shall contain language to the effect that:
The Contractor shall not sublet or assign any of the services covered by this Agreement
without the express written consent of the County or its authorized representative. Assignment
does not include printing or other customary reimbursable expenses that may be provided in an
Agreement.
D. Insurance Coverage and Amounts: All contracts shall contain and maintain in force
throughout the duration of the contract the following forms and amounts of insurance; each,
where appropriate, naming the County as an additional insured.
Worker's Compensation and Employer's Liability insurance as required by
the State of Washington.
2. Commercial 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 $1,000,000 per occurrence in connection with the
Contractor's performance of the contract.
a. Owned Automobiles;
b. Hired Automobiles; and,
c. Non -owned Automobiles
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3. General_ Commercial Liability Insurance in an amount not less than a single
limit of one million dollars ($1,000,000.00) per occurrence and a aggregate
of not less than two (2) times the occurrence amount ($2,000,000.00
minimum) for bodily injury, including death and property damage, unless a
greater amount is specified in the contract specifications. The insurance
coverage shall contain no limitations on the scope of the protection
provided and include the following minimum coverages:
a. Broad Form Property Damage, with no employee exclusion;
b. Personal Injury Liability, including extended bodily
injury;
C. Broad Form Contractual/Commercial Liability - including
completed operations;
d. Premises - Operations Liability (M &C);
e. Independent Contractors and Subcontractors;
f. Blanket Contractual Liability.
4. Builders Risk Insurance (optional). On projects that consist of either
above or below ground structures, other than standard manholes, sewer or
water lines, the County may require the Contractor to purchase and
provide "all Risk Builders" insurance coverage equal to one hundred
percent (100 %) of the completed value of such work being performed.
Said policy shall not include a deductible of more than five thousand dollars
($5,000) per occurrence and shall name the County as an additional
insured. The policy shall include a provision prohibiting cancellation of said
policy except upon thirty (30) days prior written notice to the County.
If the Contract is for a County facility which will be occupied, the
Contractor should also secure a Waiver of Occupancy Endorsement which
will enable the County to occupy the facility while under construction or
remodeling.
E. Performance Bond (optional. depending on size and We of contract). When deemed
necessary by the County, Contractors may be required to secure a performance bond containing
language to the effect that:
The Contractor shall furnish a surety bond or bonds covering faithful performance of the
Contract and the payment of all obligations arising thereunder. The bond shall be in the full
amount of the Contract and shall be upon the form of bond set forth herein. The surety shall be a
firm qualified to conduct business as a surety in the state.
VOL 22 Tact- 01-445
The performance bond shall not only indemnify the County for the usual performance
provisions of the Contract, but in addition, shall be a bond to guarantee payment of any and all tax
or other liability of any type, kind, nature or description due as a result of work performed
pursuant to the Contract.
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Attachment , General Insurance Requirement
Prior to payment for any part of this Agreement, the Contractor shall provide and maintain for the
duration of this Agreement the following:
A. Excepting the Workers Compensation insurance and any professional liability insurance
secured by the Contractor, the County shall be named on all certificates of insurance as an
additional insured. The Contractor shall furnish the County with verification of insurance
and endorsements required by this Agreement. The County reserves the right to require
complete, certified copies of all required insurance policies at any time.
B. The Contractor shall obtain and keep in force during the terms of the Agreement, or as
otherwise required, insurance with companies or through sources approved by the State
Insurance Commissioner pursuant to R.C.W. 48:05.
C. All insurance policies and Certificates of Insurance shall include a requirement providing
for a minimum of 30 days prior written notice to the County of any cancellation or
reduction of coverage.
D. It shall be the responsibility of the Contractor to insure that any and all persons engaged in
the performance of any work or service required of the Contractor under this Agreement,
shall comply with the same insurance requirements that Contractor is required to meet.
E. Failure on the part of the Contractor to maintain the insurance as required shall constitute
a material breach of contract upon which the County may, after giving five working days
notice to the Contractor to correct the breach, immediately terminate the contract or, at its
discretion, procure or renew such insurance and pay any and all premiums in connection
therewith, with any sums so expended to be repaid to the County on demand, or at the
sole discretion of the County, off set against funds due the Contractor from the County.
F. All cost for insurance shall be considered incidental to and included in the unit contract
prices and no additional payment will be made.
G. Nothing in the foregoing insurance requirements shall prevent the County, at its option,
from additionally requesting that the Contractor deliver to the County an executed bond as
security for the faithful performance of this contract and for payment of all obligations of
the Contractor.
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CONTRACTS
To meet our obligations with the Washington Counties Risk Pool, all County contracts (contracts,
agreements, supplemental agreements, Memorandums of Understanding, Work Orders, or any
other document which is binding to Jefferson County) shall be reviewed and approved by the Risk
Manager and the Prosecuting Attorney prior to being scheduled for action on the Board of
County Commissioners' meeting agenda.
The "Contract Review" cover sheet, process flow chart, and standard contract language, govern
the contract review and approval process. The cover sheet contains specific information about
the contract and is signed by the Risk Manager and Prosecuting Attorney upon their review and
approval. Using this cover sheet is very important as it allows contracts to be easily tracked
through the process.
Prior to Board of Commissioners' action, the contract shall be signed by the Prosecuting Attorney
and, except in emergency situations, the vendor or contractor. Where the County is the vendor or
contractor, as in the case with State contracts, the County is usually required to sign first. In
these cases, the Department is responsible to return to the Board of Commissioners a fully
executed, original signature contract.
CONTRACT REVIEW PROCESS
Contracts go through the following steps: An Optional preliminary review and a Mandatory
formal review.
PRELEMINARY REVIEW (Optional):
Preliminary Contract Discussion: During early contract discussion a legal or
risk management issue may come up, or the proposal may result in a non - standard
contract or contract language, and these situations require resolution prior to
formal review.
2. Issue Review by Prosecuting A torn .y or Risk Manager: The Department will
need to contact the appropriate office to resolve outstanding issues. Usually the
Prosecuting Attorney's Office will not deal directly with the department until the
issue has been put in writing and submitted to them. This process insures the issue
is properly stated for legal review. The department may request formal
consultation with risk management and the Prosecuting Attorney in complex
situations.
3. Prepare Final Contract Document: After resolving outstanding issues, the
department will prepare a contract document for formal review.
VOL 22 W, 01.448
FORMAL REVIEW:
1. Original contract, including cover sheet, is sent to the Risk Manager for review.
(Contracts are to be reviewed first by the Risk Manager and then by the
Prosecuting Attorney.)
2. Risk Management may approve the contract as submitted, approve it with minor
corrections, or reject the contract. Contracts approved or approved with minor
revisions will be forwarded to the Prosecuting Attorney for review. Rejected
contracts will be returned to the Department with a statement of why it is rejected.
After the Department makes appropriate corrections, the contract is returned to
Risk Management to complete the review process.
3. The Prosecuting Attorney may approve the contract as submitted, approve it with
minor corrections, or reject the contract. Contracts approved with minor revisions
(revisions requested by Risk Management or the Prosecuting Attorney) or those
rejected will be returned to the Department for correction prior to signature by the
Prosecuting Attorney. Upon making the corrections, the Department will return
the contract directly to the Prosecuting Attorney for signature.
4. Upon signing `As To Form Only', the Prosecuting Attorney will return the original
contract back to the originating Department.
5. Once the contract has been approved by the Risk Manager and the Prosecuting
Attorney, the Department must attach an agenda bill to the contract, make seven
(7) copies of the contract and agenda bill and submit the contract for action on the
Board of County Commissioners' agenda.
6. The Board of Commissioners may approve or reject the contract submitted:
a. Upon approval, the contract with original signatures, is kept in the
Commissioners' office and a copy (or extra original) is forwarded to the
originating Department.
(If the contract was not previously signed by all parties, a copy is kept in
the Commissioners office until all the signatures are gathered by the
originating Department. Once the Department gathers all required
signatures, the contract, with original signatures, shall be returned to the
Commissioners' office. Contracts are kept on file for six (6) years after the
expiration date.)
b. If a contract is not approved by the Board of County Commissioners, the
originating Department is,notified and a time for discussion with the Board
is scheduled.
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CONTRACT REVIEW FORM
CONTRACT WITH:
(Contractor)
CONTRACT FOR: TERM:
AMOUNT:
Revenue:
Expenditure:
Matching Funds Required:
Source(s) of Matching Funds:
PROCESS: M Exempt from Bid Process
Step 1: REVIEW BY RISK MANAGEMENT
Review by:
Date Reviewed:
M APPROVED FORM
Cooperative Purchase
Competitive Sealed Bid
Small Works Roster
Vendor List Bid
RFP or RFQ
MReturned for revision (See comments)
Step 2: REVIEW BY PROSECUTING ATTORNEY
Review by:
Date Reviewed:
APPROVED AS TO FORM Returned for revision (See comments)
Step 3: DEPARTMENT MAKES REVISIONS
Have contractor sign appropriate number of originals.
Step 4: SUBMIT TO PROSECUTING ATTORNEY FOR FINAL SIGN OFF
Step 5: SUBMIT TO BOCC FOR APPROVAL
Submit originals and 7 copies of Contract, Review Form, and Agenda Bill to BOCC Office.
Place "Sign Here" markers on all places the BOCC needs to sign.
MUST be in BOCC Office by 5 p.m. WEDNESDAY for the following Monday's agenda.
vo,_ 22 Far, OI_A50
(This form to stay with contract throughout the contract review process.)
CONTRACT REVIEW PROCESS
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