HomeMy WebLinkAboutSeattle Aquarium - 120522_]� r� -. �11
PROFESSIONAL SERVICES AGREEMENT
Between
The Seattle Aquarium
and
Jefferson County
THIS PROFESIONAL SERVICES AGREEMENT ("this Agreement") is entered into between
the County of Jefferson, a municipal corporation ("the County"), and University of Washington
("the Contractor"), in consideration of the mutual benefits, terms, and conditions specified
below.
1. Project Designation. The Contractor is retained by the County to perform the following
Project: Seattle Aquarium will develop subtidal monitoring technology and analytical
techniques—ROVs and Artificial Intelligence (AI) —specifically for kelp forests. ROV
survey protocols will be iteratively tested and modified to obtain high -resolution video of
relatively shallow locations (5-40m) characterized by urchin barrens, understory algae,
and canopy -forming beds of Bull (Nerocystis luetkeana) and Giant (Macrocystis pyrifera)
kelp. The project is envisioned as a first step towards a long-term subtidal monitoring
program in partnership with local communities. It will host a Schools Without Walls
event in Neah Bay focused around ROV survey methods and will engage Neah Bay High
School and the Quileute Tribal School to develop kelp -forest lecture content and ROV-
based field trips so that students can experience the seafloor right outside of their
classrooms. Funding for this agreement is provided by a grant from the Washington
Department of Fish and Wildlife for projects identified and recommended by the North
Pacific Coast Marine Resources Committee (NPC MRC), #21-18965.
2. Scope of Services. Contractor agrees to perform the services identified on Exhibit "A"
attached hereto including the provision of all labor.
3. Time for Performance. This Agreement shall commence on July 1, 2021 and continue
through June 15, 2023. Work performed consistent with this Agreement during its term,
but prior to the adoption of this Agreement, is hereby ratified. The Contractor shall
perform all services pursuant to this Agreement as outlined on Exhibit "A". Time is of
the essence in the performance of this Agreement.
4. Pam The Contractor shall be paid by the County for completed work and for
services rendered under this Agreement as follows:
a. Payment for the work provided by the Subcontractor shall not exceed $24,800 as
described in Exhibit `B", in the completion of this project without express
written amendment signed by both parties to this Agreement.
b. Invoices must be submitted by the 15th of the month for the previous month's
expenses. Such invoices will be checked by the County, and upon approval
Page 1 of 14
WQ-22-049
thereof, payment will be made to the Contractor in the amount approved. Failure
to submit timely invoices and reports pursuant to Exhibit B of the Agreement may
result in a denial of reimbursement. Invoices not submitted within 60 days may
be denied.
Final payment of any balance due the Contractor of the total contract price earned
will be made promptly upon its ascertainment and verification by the County after
the completion of the work and submittal of reports under this Agreement and its
acceptance by the County.
d. Contractor shall provide invoices and necessary backup documentation for all
services including timesheets and statements (specifying the services provided).
Any indirect charges require the submittal of an indirect cost methodology and
rate using 2 C.F.R. Part 255 and 2 C.F.R. Part 230.
e. The Contractor's records and accounts pertaining to this Agreement are to be kept
available for inspection by representatives of the County and state for a period of
six (6) years after final payments. Copies shall be made available upon request.
5. Ownership and Use of Documents. Contractor hereby grants to the County a non-
exclusive, royalty -free, irrevocable, worldwide perpetual license to use all non -
confidential or de -identified documents, drawings, specifications, and other materials
produced by the Contractor in connection with the services rendered under this
Agreement whether the project for which they are made is executed or not. Contractor
shall retain all of the rights, title and interest for the entire world in and to the deliverables
and the copyright therein. Contractor shall not be held liable for reuse of documents or
modifications thereof, including electronic data, by County or its representatives for any
purpose other than the intent of this Agreement.
6. Compliance with laws. Contractor shall, in performing the services contemplated by this
Agreement, faithfully observe and comply with all federal, state, and local laws,
ordinances and regulations, applicable to the services to be rendered under this
Agreement.
7. Audit. An audit will be submitted to the County upon request. Upon request, Contractor
will submit the most recent financial audit within 30 days.
a. Upon request, the County shall have the option of performing an onsite review of
all records, statements, and documentation.
b. If the County finds indications of potential non-compliance during the monitoring
process, the County shall notify Contractor within ten (10) days. County and
Contractor shall meet to discuss areas of contention in an attempt to resolve
issues.
Page 2 of 14
c. Audit will provide statements consistent with the guidelines of Reporting for
Other Non -Profit Organizations AICPA SOP 78-10, and is performed in
accordance with generally accepted auditing standards and with Federal Standards
for Audit of Governmental Organizations, Programs, Activities and Functions,
and meeting all requirements of 2 C.F.R. Part 200, as applicable.
8. Indemnification.
a. For its comparative liability, each party agrees to indemnify, defend and hold the
other party, its officers, officials, employees, agents and volunteers (and their
marital communities), harmless from and against any claims, damages, losses and
expenses, including but not limited to court costs, attorney's fees and alternative
dispute resolution costs, for any personal injury, for any bodily injury, sickness,
disease or death and for any damage to or destruction of any property (including
the loss of use resulting therefrom) which are alleged or proven to be caused by an
act or omission, negligent or otherwise, of its officers, officials, employees, agents
or volunteers (and their marital communities).
b. A party shall not be required to indemnify, defend, or hold the other party or its
officers, officials, employees, agents and volunteers (and their marital
communities) harmless if the claim, damage, loss or expense for personal injury,
for any bodily injury, sickness, disease or death or for any damage to or destruction
of any property (including the loss of use resulting therefrom) is caused by the sole
act or omission of the other party or its officers, officials, employees, agents or
volunteers.
c. If any concurrent act occurs or omission of the parties and their officers, officials,
employees, agents and volunteers, negligent or otherwise, these indemnity
provisions shall be valid and enforceable only for the comparative liability of each
party and its officers, officials, employees, agents or volunteers.
d. The parties agree to maintain a consolidated defense to claims made against them
and to reserve all indemnity claims against each other until after liability to the
claimant and damages are adjudicated. If any claim is resolved by voluntary
settlement and the parties cannot agree upon apportionment of damages and defense
costs, they shall submit apportionment to binding arbitration.
e. The indemnification obligations of the parties shall not be limited by the
Washington State Industrial Insurance Act, Title 51 RCW, or by application of any
other workmen's compensation act, disability benefit act or other employee benefit
act. Each party expressly waives any immunity afforded by such acts to the extent
required by a party's obligations to indemnify, defend and hold harmless the other
party, its officers, officials, employees, agents and volunteers (and their marital
communities). A party's waiver of immunity does not extend to claims made by its
own employees directly against that party as employer. The indemnity provisions
Page 3 of 14
of this section are a material inducement to enter into this Agreement and have been
mutually negotiated. This section shall survive the expiration or termination of this
Agreement.
9. Insurance. Prior to commencing work, the Contractor shall obtain at its own cost and
expense the following insurance coverage specified below and shall keep such coverage
in force during the terms of the Agreement.
a. 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
$500,000 each occurrence with the County named as an additional insured in
connection with the Contractor's performance of this Agreement. This insurance
shall indicate on the certificate of insurance the following coverage: (a) Owned
automobiles; (b) Hired automobiles; and, (3) Non -owned automobiles.
b. Commercial General Liability Insurance in an amount not less than a single limit
of one million dollars ($1,000,000) per occurrence and an 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
coverage:
i. Broad Form Property Damage, with no employee exclusion;
ii. Personal Injury Liability, including extended bodily injury;
iii. Broad Form Contractual/Commercial Liability — including coverage for
products and completed operations;
iv. Premises — Operations Liability (M&C);
v. Independent Contractors and subcontractors;
vi. Blanket Contractual Liability.
c. Professional Liability Insurance. The Contractor shall maintain professional
liability insurance against legal liability arising out of activity related to the
performance of this Agreement, on a form acceptable to Jefferson County Risk
Management in the amounts of not less than $1,000,000 Each Claim and
$2,000,000 Aggregate. The professional liability insurance policy should be on
an "occurrence" form. If the professional liability policy is "claims made," then
an extended reporting periods coverage (tail coverage) shall be purchased for
three (3) years after the end of this Agreement, at the Contractor's sole expense.
The Contractor agrees the Contractor's insurance obligation to provide
professional liability insurance shall survive the completion or termination of this
Agreement for a minimum period of three (3) years.
d. The County shall be named as an "additional named insured" under all insurance
policies required by this Agreement, except Professional Liability Insurance when
not allowed by the insurer.
Page 4 of 14
e. 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.
f. The Contractor shall furnish the County with properly executed certificates of
insurance that, at a minimum, shall include: (a) The limits of coverage; (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 Public Health 615 Sheridan Street, 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 Contractor 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 Contractor 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.
g. Failure of the Contractor to take out or maintain any required insurance shall not
relieve the Contractor from any liability under the Agreement, nor shall the
insurance requirements be construed to conflict with or otherwise limit the
obligations concerning indemnification of the County.
h. The Contractor'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 both parties and be
primary coverage for all losses covered by the above described insurance.
i. Insurance companies issuing the 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 policy.
j. All deductibles in the above described insurance policies shall be assumed by and
be at the sole risk of the Contractor.
k. 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 Contractor shall procure a bond guaranteeing payment of losses
and related investigations, claim administration and defense expenses.
1. Insurance companies issuing the Contractor'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.
Page 5 of 14
in. 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 Contractor until the Contractor shall
furnish additional security covering such judgment as may be determined by the
County.
n. 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 policy of insurance the Contractor must provide in order to comply with
this Agreement.
o. The County may, upon the Contractor's failure to comply with all provisions of
this Agreement relating to insurance, withhold payment or compensation that
would otherwise be due to the Contractor.
p. The Contractor'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.
q. 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.
r. The Contractor'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.
s. The Contractor shall include all subcontractors as insured under its insurance
policies or shall furnish separate certificates and endorsements for each
subcontractor. All insurance provisions for subcontractors shall be subject to all
the requirements stated herein.
t. 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.
u. The Contractor 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 Jefferson
County Public Health Contracts Manager by registered mail, return receipt
requested.
v. The Contractor 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-,
Page 6 of 14
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.
w. The County reserves the right to request additional insurance on an individual
basis for extra hazardous contracts and specific service agreements.
10. Workers Compensation (Industrial Insurance)
a. If and only if the Contractor employs any person(s) in the status of employee or
employees separate from or in addition to any equity owners, sole proprietor,
partners, owners or shareholders of the Contractor, the Contractor shall maintain
workers compensation insurance at its own expense, as required by Title 51
RCW, for the term of this Agreement and shall provide evidence of coverage to
Jefferson County Public Health, upon request.
b. Workers compensation insurance covering all employees with limits meeting all
applicable state and federal laws. This coverage shall include Employer's
Liability with limits meeting all applicable state and federal laws.
c. This coverage shall extend to any subcontractor that does not have their own
worker's compensation and employer's liability insurance.
d. The Contractor expressly waives by mutual negotiation all immunity and
limitations on liability, with respect to the County, under any industrial insurance
act, disability benefit act, or other employee benefit act of any jurisdiction that
would otherwise be applicable in the case of such claim.
e. If the County incurs any costs to enforce the provisions of this subsection, all cost
and fees shall be recoverable from the Contractor.
11. Independent Contractor. The Contractor and the County agree that the Contractor is an
independent contractor with respect to the services provided pursuant to this Agreement.
The Contractor specifically has the right to direct and control Contractor's own activities,
and the activities of its subcontractors, employees, agents, and representatives, in
providing the agreed services in accordance with the specifications set out in this
Agreement. Nothing in this Agreement shall be considered to create the relationship of
employer and employee between the parties. Neither Contractor nor any employee of
Contractor shall be entitled to any benefits accorded County employees by virtue of the
services provided under this Agreement, including, but not limited to: retirement,
vacation pay; holiday pay; sick leave pay; medical, dental, or other insurance benefits;
fringe benefits; or any other rights or privileges afforded to Jefferson County employees.
The County shall not be responsible for withholding or otherwise deducting federal
income tax or social security or for contributing to the state industrial insurance program,
otherwise assuming the duties of an employer with respect to Contractor, or any
employee of Contractor.
Page 7 of 14
12. Subcontracting Requirements
a. The Contractor is responsible for meeting all terms and conditions of this
Agreement including standards of service, quality of materials and workmanship,
costs, and schedules. Failure of a subcontractor to perform is no defense to a
breach of this Agreement. The Contractor assumes responsibility for and all
liability for the actions and quality of services performed by any subcontractor.
b. Every subcontractor must agree in writing to follow every term of this
Agreement. The Contractor must provide every subcontractor's written
agreement to follow every term of this Agreement before the subcontractor can
perform any services under this Agreement. The Public Health Director or their
designee must approve any proposed subcontractors in writing.
C. Any dispute arising between the Contractor and any subcontractors or between
subcontractors must be resolved without involvement of any kind on the part of
the County and without detrimental impact on the Contractor's performance
required by this Agreement.
13. Covenant Against Contingent Fees The Contractor warrants that he has not employed or
retained any company or person, other than a bona fide employee working solely for the
Contractor, to solicit or secure this Agreement, and that he has not paid or agreed to pay
any company or person, other than a bona fide employee working solely for the
Contractor, any fee, commission, percentage, brokerage fee, gifts, or any other
consideration contingent upon or resulting from the award or making of this Agreement.
For breach or violation of this warranty, the County shall have the right to annul this
Agreement without liability or, in its discretion to deduct from the contract price or
consideration, or otherwise recover, the full amount of such fee, commission, percentage,
brokerage fee, gift, or contingent fee.
14. Discrimination Prohibited. The Contractor, with regard to the work performed by it
under this Agreement, will not discriminate on the grounds of race, color, national origin,
religion, creed, age, gender, sexual orientation, material status, sex, or the presence of any
physical or sensory handicap in the selection and retention of employees or procurement
of materials or supplies.
15. No Assi nment. The Contractor shall not sublet or assign any of the services covered by
this Agreement without the express written consent of the County. Assignment does not
include printing or other customary reimbursable expenses that may be provided in an
agreement.
16. Non -Waiver. Waiver by the County of any provision of this Agreement or any time
limitation provided for in this Agreement shall not constitute a waiver of any other
provision.
Page 8 of 14
material submitted by the Contractor, accepts this Agreement and agrees to all of the
terms and conditions of this Agreement.
20. Modification of this Agreement. This Agreement may be amended only by written
instrument signed by both County and Contractor.
21. Disputes. The Parties agree to use their best efforts to prevent and resolve disputes
before they escalate into claims or legal actions. Any disputed issue not resolved
pursuant to the terms of this Agreement shall be submitted in writing within 10 days to
the County Risk Manager, whose decision in the matter shall be final, but shall be subject
to judicial review. If either party deem it necessary to institute legal action or proceeding
to enforce any right or obligation under this Agreement, each party in such action shall
bear the cost of its own attorney's fees and court costs. Any legal action shall be initiated
in the Superior Court of the State of Washington for Jefferson County. The parties agree
that all questions shall be resolved by application of Washington law and that the parties
have the right of appeal from such decisions of the Superior Court in accordance with the
laws of the State of Washington. The Contractor hereby consents to the personal
jurisdiction of the Superior Court of the State of Washington for Jefferson County.
22. Section Headings. The headings of the sections of this Agreement are for convenience of
reference only and are not intended to restrict, affect, or be of any weight in the
interpretation or construction of the provisions of the sections or this Agreement.
23. Limits of AU Waiver of Default. No consent by either party to, or waiver of, a breach
by either party, whether express or implied, shall constitute a consent to, waiver of, or
excuse of any other, different, or subsequent breach by either party.
24. No Oral Waiver. No term or provision of this Agreement will be considered waived by
either party, and no breach excused by either party, unless such waiver or consent is in
writing signed on behalf of the party against whom the waiver is asserted. Failure of a
party to declare any breach or default immediately upon the occurrence thereof, or delay
in taking any action in connection with, shall not waive such breach or default.
25. Severability. Provided it does not result in a material change in the terms of this
Agreement, if any provision of this Agreement or the application of this Agreement to
any person or circumstance shall be invalid, illegal, or unenforceable to any extent, the
remainder of this Agreement and the application this Agreement shall not be affected and
shall be enforceable to the fullest extent permitted by law.
26. Binding on Successors, Heirs and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties' successors in interest, heirs, and assigns.
27. No Assignment. The Contractor shall not sell, assign, or transfer any of rights obtained
by this Agreement without the express written consent of the County.
28. No Third -party Beneficiaries. The parties do not intend, and nothing in this Agreement
shall be construed to mean, that any provision in this Agreement is for the benefit of any
person or entity who is not a party.
Page 10 of 14
29. Signature in Counterparts. The parties agree that separate copies of this Agreement may
be signed by each of the parties and this Agreement shall have the same force and effect
as if all the parties had signed the original.
30. Facsimile and Electronic Signatures. The parties agree that facsimile and electronic
signatures shall have the same force and effect as original signatures.
31. Arms -Length Negotiations. The parties agree that this Agreement has been negotiated at
arms -length, with the assistance and advice of competent, independent legal counsel.
32. Public Records Act. Notwithstanding the provisions of this Agreement to the contrary, to
the extent any record, including any electronic, audio, paper or other media, is required to
be kept or indexed as a public record in accordance with the Washington Public Records
Act, Chapter 42.56 RCW, as may hereafter be amended, the Contractor agrees to
maintain all records constituting public records and to produce or assist the County in
producing such records, within the time frames and parameters set forth in state law. The
Contractor further agrees that upon receipt of any written public record request,
Contractor shall, within two business days, notify the County by providing a copy of the
request per the notice provisions of this Agreement.
DATED this
day of , 20
(SIGNATURES FOLLOW ON THE NEXT PAGE)
Page 11 of 14
SIGNATURE PAGE
JEFFERSON COUNTY WASHINGTON SEATTLE ACQUARIUM
Board of County Commissioners
Jefferson C unty, Washington
��
By: / SrZ Z
Heidi Eisenhour, Chair Date Signa
Name: Dr. Erin Meyer
By:
Title: Seattle Aquarium Director of
Kate Dean, C issioner Date Conservation Programs and Partnerships
Date: /`� ay • 1 � � ��-�-
Y
Grgg Brotherton, Commissioner Date
r.
f
i
ATTEST:
w, -L
Carolyn G away Date
Clerk of the Board
Approved as to form only:
October 5, 2022
Philip C. Hunsucker Date
Chief Civil Deputy Prosecuting Attorney
Page 12 of 14
Exhibit A: Scope of Work
Kelp forests along the Outer Coast of Washington provide habitat and refuge to numerous
species of management concern, including the sunflower sea star, yelloweye and bocaccio
rockfish, and several stocks of salmon, Seattle Aquarium will develop tools and methodologies
to capture data across comparatively larger spatial areas than scientific SCUBA divers using
remotely operated vehicles and artificial intelligence in order to describe the spatial variability
and rich spatiotemporal dynamics of these forests. This proof of concept project will also provide
opportunities for local school engagement and present project results to the NPC MRC as well as
regional marine resources management entities.
Task 1: Produce report detailing the work accomplished, findings and conclusions as well as
outreach events and materials.
Deliverables:
la) Report from Seattle Aquarium to NPC MRC describing protocols for operating the
ROV, machine learning algorithms, links to methods tutorials, Schools Without Walls
event outcomes and other school -based lectures and field trips, and updates to the
Intergovernmental Policy Council, Olympic Coast National Marine Sanctuary
Advisory Council, and Washington Coast Marine Advisory Committee. Due: June
15, 2023.
lb) Describe the project and results in a newspaper/letter article. Due: June 15, 2023.
1 c) Presentation to the NPC MRC. Due: Due: June 15, 2023.
1 d) All invoicing materials. Due: June 15, 2023
Page 13 of 14
Exhibit B: Estimated Budget
Category
Detail
MRC Request
Totals
Salaries and Benefits
Monthly wages for Dr. Randell:
$14,456
or hourly wages
2.64 months =
$20,000
Benefits and salary = 90,200
$5,544
(22.18%)
ROV equipment such as a
large, bright monitor to provide
ROV imagery to schools and
community members for
Supplies/Equipment
display purposes only, 2
$4,800
$4,800
underwater cameras, a tripod
stand, a spare battery for the
ROV as well as a case to
transport the monitor.
NA
NA
Travel
NA
Contracted services
NA
NA
NA
Totals
$24,800
Page 14 of 14
615 Sheridan Street
Port Townsend, WA 98368
P1thson www.JeffersonCountyPublicHealth.org
ew
Consent Agenda
Public Healt
JEFFERSON COUNTY
BOARD OF COUNTY COMMISSIONERS
AGENDA REQUEST
TO: Board of County Commissioners
Mark McCauley, County Administrator
FROM: Pinky Feria Mingo, Environmental Health and Water Quality Director
Tami Pokorny, Natural Resources Program Coordinator
DATE: Tc°>'°irrlbwsl30a-a-
SUBJECT: Agenda item — PSA with Seattle Aquarium for ROV-based kelp survey research;
July 1, 2021 to June 15, 2023; $24,800
STATEMENT OF ISSUE:
Jefferson County Public Health (JCPH), Environmental Health Division, requests Board approval of an
agreement with Seattle Aquarium for ROV-based kelp survey research; July 1, 2021 to June 15, 2023; not
to exceed $24,800
ANALYSIS/STRATEGIC GOALS/PRO'S and CONS:
Seattle Aquarium will develop subtidal monitoring technology and analytical techniques using Remotely
Operated Vehicles (ROVs) and Artificial Intelligence (AI) —specifically for kelp forests. The project is
envisioned as a first step towards a long-term subtidal monitoring program in partnership with local
communities and engages students in at least two West End schools. Seattle Aquarium's project is
recommended for funding by the North Pacific Coast Marine Resources Committee (NPC MRC).
FISCAL IMPACT/COST BENEFIT ANALYSIS:
The personal services are funded by a grant from the Washington State Department of Wildlife.
RECOMMENDATION:
JCPH management recommends that the BoCC approve the agreement with the Seattle Aquarium for ROV-
based kelp survey research; July 1, 2021 to June 15, 2023; not to exceed $24,800
Mark McCauley
Community Health
Developmental Disabilities
360-385-9400
360-385-9401 (f)
Date
Always working for a safer and healthier community
Environmental Public Health
360-385-9444
(f) 360-379-4487
WQ-22-049
CONTRACT REVIEW FORM Clear Form
(INSTRUCTIONS ARE ON THE AWT PAGE)
CONTRACT WITH: Seattle Aquarium Contract No: Wo-22-o49
Contract For: ROV-based kelp survey research Term- 7/ i-7no
COUNTY DEPARTMENT: Public Health
Contact Person: Tami Pokomy
Contact Phone: x 498
Contact email: tpokomy@co.jeffemon.wa.us
AMUUNT: $24,800
Revenue:
Expenditure:
Matching Funds Required:
Sources(s) of Matching Funds
Fund #
Munis Org/Obj
APPROVAL STEPS:
$24,800
128
12855310
rxu�;r:aa: Exempt from Bid Process
Cooperative Purchase
Competitive Sealed Bid
Small Works Roster
Vendor List Bid
RFP or RFQ
Other!
STEP 1: DEPARTMENT CERTIFIES CO CE 5.080 AND CHAPTER 42.23 RCW.
CERTIFIED: a N/A: M _ Sent.27, 2022
Signature Date
STEP 2: DEPARTMENT CERTIFIES THE PERSON PROPOSED FOR CONTRACTING WITH THE
COUNTY (CONTRACTOR) HAS NOT B '�-q DEB BY ANY FEDERAL, STATE, OR LOCAL
AGENCY. j
CERTIFIED: a N/A: F1 Sept. 27, 2022
Signature Date
STEP 3: RISK MANAGEMENT REVIEW (will be added electronically through Laserfiche):
Electronically approved by Risk Management on 10/3/2022.
STEP 4: PROSECUTING ATTORNEY REVIEW (will be added electronically through Laserfiche):
Electronically approved as to form by PAO on 10/5/2022.
The title of the contract should be Professional Services Agreement per
the body of the contract.
STEP 5., DEPARTMENT MAKES REVISIONS & RESUBMITS TO RISK MANAGEMENT AND
PROSECUTING ATTORNEY(IF REQUIRED).
STEP 6: CONTRACTOR SIGNS
STEP 7: SUBMIT TO BOCC FOR APPROVAL
17. Termination.
a. The County reserves the right to terminate this Agreement at any time by giving
ten (10) days written notice to the Contractor.
b. In the event of the death of a member, partner, or officer of the Contractor, or any
of its supervisory personnel assigned to the project, the surviving members of the
Contractor hereby agree to complete the work under the terms of this Agreement,
if requested to do so by the County. This section shall not be a bar to
renegotiations of this Agreement between surviving members of the Contractor
and the County, if the County so chooses.
c. The County reserves the right to terminate this contract in whole or in part, with
10 days' notice, in the event that expected or actual funding from any funding
source is withdrawn, reduced, or limited in any way after the effective date of this
agreement. In the event of termination under this clause, the County shall be
liable for only payment for services rendered prior to the effective date of
termination.
18. Notices. All notices or other communications which any party desires or is required to
give shall be given in writing and shall be deemed to have been given if hand -delivered,
sent by facsimile, email, or mailed by depositing in the United States mail, prepaid to the
party at the address listed below or such other address as a party may designate in writing
from time to time. Notices to the County shall be sent to the following address:
Tami Pokorny, Natural Resources Program Coordinator
Jefferson County Public Health Department
615 Sheridan Street
Port Townsend, WA 98368
Ph: 360-379-4498
Email: tpokomy@co.jefferson.wa.us
Notices to Contractor shall be sent to the following address:
Shawn Larson, Senior Conservation Research Manager
Seattle Aquarium
1483 Alaskan Way, Pier 59
Seattle, WA 98101
Phone: 206-618-3762
Email: s.larson@seattleaquarium.org
19. Integrated Agreement. This Agreement together with attachments or addenda represents
the entire and integrated Agreement between the County and the Contractor and
supersedes all prior negotiations, representations, or agreements written or oral. No
representation or promise not expressly contained in this Agreement has been made. This
Agreement supersedes all prior or simultaneous representations, discussions,
negotiations, and agreements, whether written or oral, by the County within the scope of
this Agreement. The Contractor ratifies and adopts all statements, representations,
warranties, covenants, and agreements contained in its proposal, and the supporting
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