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HomeMy WebLinkAboutClallam EDC JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS CONSENT AGENDA REQUEST TO: Board of County Commissioners FROM: Mark McCauley, County Administrator DATE: November 13, 2023 Professional Services Agreement: Clallam County EDC for Economic Development Services Through Their APEX Accelerator STATEMENT OF ISSUE: In early 2023 Clallam County EDC approached Jefferson County regarding their new APEX Accelerator Program which was previously known at PTAC: Procurement Technical Assistance Center. Clallam County EDC invited the county to participate in the program in exchange for$10,000 in funding. ANALYSIS: An agreement was never executed to document and approve this arrangement. The rectify this a Professional Services Agreement has been prepared and attached so that the county may honor its financial obligation the Clallam County EDC for these services. FISCAL IMPACT: This will cost the county $10,000 to be paid out of the general fund - non- departmental. RECO MENDATION: Approve the attached Professional Services Agreement with Clallam Coun i ' I C ..r Mark McC. y, County Administr. Date PROFESSIONAL SERVICES AGREEMENT FOR ECONOMIC DEVELOPMENT SERVICES THIS PROFESSIONAL SERVICES AGREEMENT("this Agreement") is entered into between the County of Jefferson, a municipal corporation("the County"), and Clallam County Economic Development Council ("the Contractor"), in consideration of the mutual benefits, terms, and conditions specified below. 1. Project Designation. The Contractor is retained by the County to help county businesses obtain government contracts through their North Olympic Peninsula APEX Accelerator, thereby promoting economic development. 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 January 1, 2023 and will terminate on December 31, 2023. Work performed consistent with this Agreement during its term, put prior to the adoption of this Agreement, is hereby ratified. 4. Payment. 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 Contractor shall be made quarterly once invoiced, provided that the total amount of payment to Contractor shall not exceed $10,000 without express written modification of the Agreement signed by the County. b. Invoices must be submitted by the 15th of the month for the previous quarter. Such invoices will be checked by the County, and upon approval thereof,payment will be made to the Contractor in the amount approved. Invoices not submitted within 60 days may be denied. c. 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. d. Consultant 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. 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 shall be the property of the County Professional Services Agreement,County Administrator-Version 1 Page 1 of 13 whether the project for which they are made is executed or not. The Contractor shall be permitted to retain copies, including reproducible copies, of drawings and specifications for information, reference and use in connection with Contractor's endeavors. 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. 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. The Contractor shall defend, indemnify and hold the County, its officers, officials, employees, agents and volunteers(and their marital communities) harmless from any claims, injuries, damages, losses or suits, including attorney's fees, arising out of or resulting from the acts, errors or omissions of the Contractor in performance of this Agreement, except for injuries and damages caused by the sole negligence of the County. Should a court of competent jurisdiction determine this Agreement is subject to RCW 4.24.115 if liability for damages occurs arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the County, its officers, officials, employees, agents and volunteers (and their marital communities)the Contractor's liability, including the duty and cost to defend, shall be only for the Contractor's negligence. It is further specifically understood that the indemnification provided constitutes the Contractor's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. This section shall survive the expiration or termination of • this Agreement. Professional Services Agreement, County Administrator-Version 1 Page 2 of 13 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. 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. d. 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. e. The Contractor shall furnish the County with properly executed certificates of insurance that, at a minimum, shall include: (a) The limits of overage; (b) The project name to which it applies; (c) The certificate holder as Jefferson County, Washington and its elected officials, officers, and employees with the address of Jefferson County 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 Professional Services Agreement, County Administrator-Version 1 Page 3 of 13 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. f. 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. g. 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. h. 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. i. All deductibles in the above described insurance policies shall be assumed by and be at the sole risk of the Contractor. j. 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. k. 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. 1. 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. m. 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. Professional Services Agreement,County Administrator-Version 1 Page 4 of 13 n. 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. o. 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. p. 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. q. 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. r. 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. s. 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. t. 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. u. 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-, 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. v. The County reserves the right to request additional insurance on an individual basis for extra hazardous contracts and specific service agreements. 10. Worker's Compensation(Industrial Insurance). 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, Professional Services Agreement, County Administrator-Version 1 Page 5 of 13 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. Worker's compensation insurance covering all employees with limits meeting all applicable state and federal laws. This coverage shall include Employer's Liability with limits meeting all applicable state and federal laws. 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 which 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. 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 Professional Services Agreement,County Administrator-Version 1 Page 6 of 13 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 Assignment. 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. 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 Professional Services Agreement,County Administrator-Version 1 Page 7 of 13 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: Jefferson County Risk Manager P.O. Box 1220 Port Townsend, WA 98368 Notices to Contractor shall be sent to the following address: Colleen McAleer, Executive Director Clallam County EDC 338 W. First Street, Suite 105 Port Angeles, WA 98362 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 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 Professional Services Agreement,County Administrator-Version 1 Page 8 of 13 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 Any Waiver of Default. No consent by either party to, or waiver of, a breach by either party, whether express or implied, shall constitute a consent to, waiver of, or excuse of any other, different, or subsequent breach by either party. 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. 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 any 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 be amended),the Contractor agrees to maintain all records constituting public records and to produce or assist the County in Professional Services Agreement,County Administrator-Version 1 Page 9 of 13 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. (SIGNATURES FOLLOW ON THE NEXT PAGE) Professional Services Agreement, County Administrator-Version l Page 10 or 13 I I DATED this day of , 20 JEFFERSON COUNTY WASHINGTON CLALLAM COUNTY EDC Board of County Commissioners Coleen McAleer, Date Jefferson County, Washington Executive Director By: Greg Brotherton, Chair Date By: Kate Dean,Commissioner Date By: Heidi Eisenhour, Commissioner Date SEAL: ATTEST: Carolyn Gallaway, CMC Date Clerk of the Board Approved as to form only: November 9,2023 Philip C. Hunsucker Date Chief Civil Deputy Prosecuting Attorney Professional Services Agreement,County Administrator-Version I Page 11 of 13 NORTH OLYMPIC PENINSULA ti - APEX ACCELERATOR Scope of Work: Counseling Services 36 Jefferson County small business have enrolled in APEX services and are currently active. Awards 4 government contracts have been awarded to Jefferson County businesses since receiving counseling, amounting to $149,924—all federal dollars Unique Entity Many businesses seeking a UEI solely for grant awards from the Identifier (UEI) Department of Commerce could not be registered for APEX services. However, APEX gladly assisted at least 10-15 of them in Jefferson County navigate SAM.GOV Training 3 official training sessions have been held at no cost, including a full day with MRSC for Jefferson County employees. Hoh Tribe A specialist with Native PTAC and NOP-APEX are slated to visit the Hoh Tribe in September 2023. Jefferson County and Clallam County finally have their own dedicated APEX Accelerator! It was launched in October 2022 by Program Manager, Rebekah Miller, under the leadership of Colleen McAleer, Executive Director for the Clallam County Economic Development Council. The learning curve is a steep one, with a prescribed 400 hours of training in the first year, but we are pleased to report that our business community is already reaping the benefits of its services. Government contracting is complex, time-consuming, and daunting for most small businesses. APEX Accelerators, previously known as Procurement Technical Assistance Professional Services Agreement, County Administrator-Version 1 Page 12 of 13 Centers (PTAC), have served businesses throughout the nation for almost 40 years. They are 80% funded through the Department of Defense with a local 20% match in economically distressed regions. In 2024, the local cost will decrease to 15%. Clallam EDC is grateful for the 2023 commitment of$10,000 to establish NOP-APEX, but we do not anticipate requesting matching funds from Jefferson County in the future. It should go without saying that all Jefferson County businesses will continue receiving excellent APEX services at no cost. Assisting our local businesses win lucrative government contracts is one of the paths to economic growth in our region. Professional Services Agreement,County Administrator-Version 1 Page 13 of 13