The URL can be used to link to this page

Home My WebLink AboutSCJ Alliance Meeting Facilitation and Grant Application Review Amendment 1 - 010625 Amendment 1 To Professional Services Agreement Between SCJ Alliance And Jefferson County Public Health WHEREAS, SCJ Alliance (Contractor)and Jefferson County(County)entered into an agreement on August 23, 2024 for Professional Services for public engagement related to updates to the on-site sewage code with a completion date of April 1, 2025 and not to exceed $13,000.00. WHEREAS,the parties desire to amend the Professional Services Agreement to expand the Scope of Work, extend the Period of Performance, and increase the not-to-exceed amount for additional facilitation of public engagement to gather public input for a pending Department of Ecology Flood Control Assistance Account program grant request. NOW,THEREFORE,IT IS AGREED BETWEEN BOTH PARTIES AS NAMED HEREIN TO AMEND THE TERMS AS FOLLOWS: 1. Section 1., which currently reads: "The Contractor is retained by the County to perform the following Project: Facilitate stakeholder engagement meetings on the On-Site Sewage Code," is now amended to read, "The Contractor is retained by the County to perform the following Project: Facilitate stakeholder engagement meetings on the On-Site Sewage Code and Flood Control Assistance Account project grant." 2. Section 3., which currently reads, "This Agreement shall commence on July 1, 2024 and continue through April 1, 2025,"is now amended to read, "This Agreement shall commence on July 1, 2024 and continue through June 30, 2025." 3. Section 4.a., which currently reads: "Payment for the work provided by Contractor shall be made as provided on Exhibit"A"attached hereto, provided that the total amount of payment to Contractor shall not exceed $13,000 without express written modification of the Agreement signed by the County," is now amended to read, "Payment for the work provided by Contractor shall be made as provided on Exhibit"A" attached hereto, provided that the total amount of payment to Contractor shall not exceed $32,058.60 without express written modification of the Agreement signed by the County." 4. Exhibit"A"Proposed Scope of Work, is amended to include the modified tasks and deliverables. See Exhibit"A"attached to this amendment. 5. Exhibit`B", is amended to allow additional facilitation service support through June 30, 2025 and increase the not-to-exceed amount by$19,058.60 for a total of$32,058.60. See Exhibit`B"attached to this amendment. 6. Other terms.All other terms remain the same. (SIGNATURES FOLLOW ON NEXT PAGE) EH-24-030-AI Page 1 of 10 Dated this day of 501(.0 IMJ ,2025 By: �~ ��P``',,FFER,p� Heidi Eisenhour,Chair •,Mans•' c s Jefferson Board of County Commissioners 'y �m%;2 � : co: -t? By: oa 7 L 1Cm o/ /t ":roc. s_ Scott Sawyer �. -x ,•.HIn'ASHING�O`�� Principal, SCJ Alliance '"w ,uuuP`P CaroATTEST: By: 6..-,I 6 lyn GaIlaaw//#,Clerk of the Board APPROV A, 6RM ONLY: 5 for 01/02/202 By: Philp Hunsucker, Date Chief Civil Deputy Prosecuting Attorney EH-24-030-A 1 Page 2 of 10 Dated this Oh- day of,(k/1ckayL� ,2025 i By: �4 r.•`��6FERsoN+�,, Heidi Eisenhour,Chair ' ...''o►t��Ssi .. Jefferson Board of County Commissioners I c, I n o c:Z�' � : C7�j z; -+; 4-C.-43 4t---6(....---F% . III . .. • Scott Sawyer '''''b Principal, CJ Alliance w4.0H;..►�.... ATTEST: / / �� By: ( 4,i ib a ( L Ciit,v5 Caro yn Callaw1i,Clerk of the Board APPROVER/,AS" RMONLY: BY: / for 01/02/2025 Philip Hunsucker, Date Chief Civil Deputy Prosecuting Attorney EH-24-030-A1 Page 2 of 10 EXHIBIT A Scope of Work Facilitation of On-Site Sewage Code Task 1: Facilitation Facilitate up to four in-person meetings in Jefferson County. Meetings will be held in several locations in Jefferson County and may take place in the early to late evening. Task 2: Conduct Research and meet with Public Health Staff Meet with Public Health staff to understand the key issues with the On-Site Code Update and to set the facilitation schedule. Task 3: Develop Meeting Minutes,Agendas,and Key Concerns Develop agenda and meeting minutes;and identify key issues. EH-24-030-A1 Page 3 of 10 Brinnon Flood Control Assistance Account Grant Facilitation SCJ Alliance (Contractor) will gather public input and work with County departments to support development of a Flood Control Assistance Account program grant application to implement the 2009 Comprehensive Flood Hazard Management Plan (CFHMP)for the Dosewallips and Duckabush Rivers.The total award amount could be as much as $250,000 over two years (2025 and 2026), and the application deadline is February 28, 2025. Brinnon's rural village center coincides geographically with two FEMA special flood hazard areas of the Dosewallips River,the Floodway(Zone AE FLOODWAY) and the Floodplain (Zone AE).The information developed by the Contractor will be used to support language in the grant application pertaining to "community priorities" that are compatible with funding guidelines.Additional grants may be sought by the County to address community priorities that fall outside of the FCAAP funding guidance but discussion of these is not included in this Scope of Work or the specified public meetings.The information obtained through this process may also be used to develop a complementary application to the FEMA BRIC program to pursue similar objectives. Task 1: Pre-Meeting Conversations and Planning Prior to the two public meetings, Contractor will receive and review a completed draft grant application and draft agendas from Public Health. Contractor will meet with department directors and/or selected County consultant(s). Contractor will develop final meeting agendas as well as annotated meeting agendas outlining the planned approach to the meeting, including definition of roles and a list of meeting materials. Deliverables: Final meeting agendas Annotated meeting agendas Due:January 24, 2025 Task 2: Public Meeting Facilitation Contractor will facilitate and provide support for two public meetings.The meetings will occur in late January and mid- February of 2025 and take place in person at the Brinnon Community Center. Following the meetings,Contractor will provide meeting summaries. Contractor will also develop a short memo detailing recommendations for revisions to the FCAA program grant application based on the public input received at the meetings and based on Contractor's expertise in floodplain planning. Deliverables: Meeting summaries A short memo (up to 2 pages) detailing Contractor's recommendations for revisions to the FCAA program grant application Due: February 21, 2025 EH-24-030-A I Page 4 of 10 EXHIBIT B Consultant Labor Hour Estimate SCJ Alliance Clem: Jefferson County Template Version' 212/2021 Project: EPN O55 Code Update Meeting Facilitation contract Type: Bitting Rate Schedule lob e: 23-000359 rile Name: tabor Estimate Template t2J.slsm Kirsten Zoe Tapert Jay Peterson Cordovado Senior Phase& Graphic Total Direct Labor Phase&Task Title Project P1 Planner Total Cost Task No. Manager Designer Hours&Cost PHASE 01 Meeting Facilitation Task 01 Pre-Meeting Preparation 1 (Virtuai meeting with E?M staff-1 hew- 1 1.0 1.0 S 225.00 2 18ackground information/research 1 2.0 2.0 I S 450.00 3 !Meeting structure,invitation,and agendas 1.0 1.0 2.0 S 341.00 Suttotai Mourn 3.0 1.0 ( 5.0 5 1,016.00 Task 02 In-Person Meetings 1 Travel- so t0 4 tires 16.0 16.0 32.0 S 5.456.00 2 in-Person Meetings-uo to 4,2-hour meetings 6.0 8.0 16.0 S 2,726.170 3 Meeting preni-ecan•op to 3 3.0 3,0 1 6.0 S 1,023.00 4 Finalize meeting notes for distribution-up too times I 1.0 2.0 1 3.0 S 457.00 5::dtotal Mours; 28.0 29.0 57.0 5 9,664 00 Task03 Graphis(As Needed) 1 Develop 0 o;ect grannies(as needed; 5 • 1 ci 3 6.2._."2e. EH-24-030-A I Page 5 of I 0 Consultant Labor Hour Estimate SC7 Alliance Cliene Jefferson County Template Version: 2721202E Project: EPH OSS Code Update Meeting Facilitation Contract Type: Billing Rate Schedule Job x 23-000359 File Name- Labor Ettbnate Template(J).alsm Kirsten lay Zoe Ta pert Peterson Cordovado Phase& Senior Graphic Total Direct Labor Phase&Task Title Project P1 Planner Total Cost Task No. Designer Hours&Cost Manager Subtotal Hours: 5 Total Phase Hours, 32.0 30.0 62.0 62.0 Total Phase Direct Labor: 57.200.00 53,480.00 510,680.00 S 10,680.00 Total Hours All Phases 32.0 30.0 62.0 62.0 Total Direct Labor Estimate All Phases 57.200.00 53,480.00 S10,680.00 S 10,680.00 Indirect Costs Subconsultants: Subconsuitant Suototal: Subconsultant Markup: S Subconsultant Total: S Reimbursable Expenses: Copies.?riming.etc. S Mileage S 526.62 Expenses Suototal- 5 526.62 Expenses Markup: Expenses Total: S 526.62 Management Reserve: 5 2&1 6.25.2023 EH-24-030-AI Page 6 of 10 Consultant Labor Hour Estimate SC)Alliance ��M: Jefferson County Template Version: 2/2E2024 Project: EPH 0S5 Code Update Meeting Facilitation Contract Type: Biting pate schedule bb e: 23-000359 File Name: labor Estimate Template I/1.alsn Kirsten Zoe Tam Jay Peterson Cordovado Phase& Senior Graphic Total Direct Labor Task No. Phase&Task Title Project P1 Planner Designer Hours&Cost Total Cost Manager Total Indirect Costs: 5 526.62 Total:( 5 11,206.62 .., E.2 EH-24-030-A 1 Page 7 of 10 Subconsultant Labor Hour Estimate OM ... i+ SCJ Alliance SCJ ALLIANCE OONSUYTWO SCN,1L2e Client Jefferson County Template Version: 12/11/2024 Project: Brinnon FCAAP Facilitation Contract Type: Billing Rate Schedule Job It Enter Project Number File Name: ItN/A Spencer Kirsten Zoe Tapert Easton Peterson Phase& PM3 Project Senior Total Direct Labor Phase&Task Title Project P3 Planner Total Cost Task No. Manager Hours&Cost Manager Phase 1 Pre-Meeting Conversations and Planning Task 1 Pre-Meeting Conversations and Planning 5,368.00 1 Conversations .10 2.0 6.0 $ 1,210.00 2 Review of FCAAP Application _. .�__. ... 4.0 2.0 6.0 S 1,210.00 3 Agendas 2.0 2.0 4.0 $ 734.00 4 Annotated Agendas 2.0 - 4.0 6.0 $ 992.00 5 Meeting Planning 2.0 1.0 4.0 7.0 $ 1,222.00 Subtotal Hours: 14.0 1.0 14.0 29.0 $ 5,368.00 Total Phase Hours: 14.0 1.0 14.0 29.0 29.0 Total Phase Direct Labor: $3,332.00 $230.00 $1,806.00 $5,368.00 $ 5,368.00 Phase 2 Public Meeting Facilitation Task 1 Public Meeting Facilitation $ 12,192.00 1 Meetings plus Setup and Breakdown Time(2 meetings) 12.0 12.0 24.0 $ 4,404.00 2 Travel Time(2 meetings) 10.0 8.0 18.0 S 3,412.00 1 of 12/18/2024 EH-24-030-AI Page 8 of 10 Subconsultant Labor Hour Estimate 's�' SCJ Alliance SCJ ALLIANCE CONSULi3N5 SCNv,L£5 Client: Jefferson County Template Version: 12/11/2024 Project: Brinnon FCAAP Facilitation Contract Type: Billing Rate Schedule lob#: Enter Project Number File Name: SN/A Spencer Kirsten Zoe Tapert Easton Peterson Phase& PM3 Project Senior Total Direct Labor Phase&Task Title Project P3 Planner Total Cost Task No. Manager Hours&Cost Manager 3 'Meeting Summaries 4.0 ' 6.0 10.0 $ 1,726.00 4 Recommendations Memo 8.0 1.0 4.0 13.0 $ 2,650.00 Subtotal Hours: 34.0 1.0 30.0 65.0 $ 12,192.00 Total Phase Hours: 34.0 1.0 30.0 65.0 $ 65.0 Total Phase Direct Labor: $8,092.00 $230.00 $3,870.00 $12,192.00 $ 12,192.00 Total Hours All Phases 48.0 2.0 44.0 94.0 94.0 Total Direct Labor Estimate All Phases $11,424.00 $460.00 $5,676.00 $17,560.00 $ 17,560.00 Indirect Costs Subconsultants: Subconsultant Subtotal: $ - Subconsultant Markup: $ - Subconsultant Total: $ - Reimbursable Expenses: • Copies,Printing,etc. $ 614.60 Ferry $ 80.00 Mileage $ 402.00 Expenses Subtotal: $ 1,096.60 Expenses Markup: $Expenses Total: $ 1,096.60 2 of 3 12/18/2024 EH-24-030-AI Page 9 of 10 Subconsultant Labor Hour Estimate T.eui SC1 Alliance SCJ ALLIANCE CONSOLTnNG££Flv1c8£ Client: Jefferson County Template Version: 12/11/2024 Project: Brinnon FCAAP Facilitation Contract Type: Billing Rate Schedule Job a: Enter Project Number File Name: #N/A Spencer Kirsten Easton Peterson Zoe Tapert Phase& PM3 Project Senior Total Direct Labor Task No. Phase&Task Title Manager Project P3 Planner Total Cost g Manager Hours&Cost Management Reserve: $ - Total Indirect Costs: $ 1,498.60 Total: $ 19,058.60 3 of 12/18/2024 EH-24-030-AI Page 10 of 10 4 615 Sheridan Street /� Port Townsend, WA 98368 A/jehson www.JeffersonCountyPublicHealth.org 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 Josh Peters, Director, Department of Community Development DATE: a l� 2 SUBJECT: Agenda item — Amendment 1 to Agreement with SCJ Alliance for Facilitation Services; July 1, 2024 to June 30, 2025; additional $19,058.60 for a total not to exceed $32,058.60 STATEMENT OF ISSUE: Jefferson County Environmental Health and Department of Community Development requests the Board's approval of this amendment to add to the scope of work for additional facilitation in advance of applying for the WA Department of Ecology's Flood Control Assistance Account Program (FCAA). Application to seek the public's input on the grant and to provide recommendations on the grant application. ANALYSIS/STRATEGIC GOALS/PRO'S and CON'S: If successful, the grant funds will be used to begin implementation of the 2009 Comprehensive Flood Hazard Management Plan for the Dosewallips and Duckabush Rivers, with a focus on the lower Dosewallips. Based upon previous meetings with Brinnon community members, initial priorities are thought to include 1) planning for a new and resilient community and emergency response facility to serve the Brinnon area and 2) to perform an alternatives analysis for development and flood risk reduction, in part by using an existing hydrologic model to help weigh the pros and cons of each alternative. The total award amount could be as much as $250,000 over two years (2025 and 2026). The application deadline is February 28, 2024. SO has the community engagement and flood hazard control experience. We are requesting the amendment to include this public engagement process. FISCAL IMPACT/COST BENEFIT ANALYSIS: The facilitation, pre-meeting discussions, and application review is $19,058.60 for a work period extended to June 30, 2025. This cost is covered by Foundational Public Health Services funds. Community Health Environmental Public Health Developmental Disabilities 360-385-9444 360-385-9400 (f) 360-379-4487 360-385-9401 (f) Always working for a safer and healthier community EH-24-030-A1 RECOMMENDATION: JCPH management recommends approval of Amendment #1 to the contract with SO Alliance for facilitation services. REVIEWED BY: Mark McCauley, Coun dministrator Date Community Health Environmental Public Health Developmental Disabilities 360-385-9444 360-385-9400 (f) 360-379-4487 Always working for a safer and healthier community CONTRACT REVIEW FORM Clear Form (INSTRUCTIONS ARE ON THE NEXT PAGE) CONTRACT WITH: SCJ Alliance Contract No: EH 24-030-A1 Contract For: Meeting Facilitation and Grant Application Review Term: 07-01-2024 to 06-30-2025 COUNTY DEPARTMENT: Public Health/Environmental Health Contact Person: Pinky Mingo Contact Phone: X476 Contact email: pmingo@co.jefferson.wa.us AMOUNT: 19,058.60 PROCESS: Exempt from Bid Process Revenue: Cooperative Purchase Expenditure: 19,058.60 Competitive Sealed Bid Matching Funds Required: . Small Works Roster Sources(s) of Matching Funds Vendor List Bid Fund# 127 REP or RFQ Munis Org/Obj 12756210 Other: APPROVAL STEPS: STEP 1: DEPARTMENT CERTIFIES COv- / NCE J ._ O80 AND CHAPTER 42.23 RCW. CERTIFIED: N/A:� ' W- �J�1 ✓ Dec. 31,2024 Signature Date STEP 2: DEPARTMENT CERTIFIES THE PERSON PROPOSED FOR CONTRACTING WITH THE COUNTY (CONTRACTOR) HAS NOT BEEN DEBAR D BY ANY FEDERAL, STATE, OR LOCAL AGENCY. CERTIFIED: El N/A• D r= Dec. 31, 2024 Signatur Date STEP 3: RISK MANAGEMENT REVIEW (will be added electronically through Laserfiche): Electronically approved by Risk Management on 1/3/2025. • STEP 4: PROSECUTING ATTORNEY REVIEW (will be added electronically through Laserfiche): Electronically approved as to form by PAO on 1/2/2025. Amendment No. 1 drafted in consultation with PAO. Original attached. sivi 5: DEPARTMENT MAKES REVISIONS & RESUBMITS TO RISK MANAGEMENT AND PROSECUTING ATTORNEY(IF REQUIRED). STEP 6: CONTRACTOR SIGNS STEP 7: SUBMIT TO BOCC FOR APPROVAL 1 PROFESSIONAL SERVICES AGREEMENT FOR Facilitation Services with SCJ Alliance THIS PROFESSIONAL SERVICES AGREEMENT("this Agreement")is entered into between the County of Jefferson, a municipal corporation("the County"),and Shea, Carr& Jewell, Inc. (dba SCJ Alliance) ("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: Facilitate stakeholder engagement meetings on the On-Site Sewage Code. 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, 2024 and continue through April 1, 2025 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 in the attached, Exhibit A "Proposed Scope of Work" 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 as provided on Exhibit"A"attached hereto,provided that the total amount of payment to Contractor shall not exceed$13,000 without express written modification of the Agreement signed by the County. b. Invoices must be submitted by the 10`h of the month for the previous month's expenses. Such invoices will be checked by the County,and upon approval 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. 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 and submittal of reports under this Agreement and its acceptance by the County. 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. Professional Services Agreement, JCPH, Version 3, PAO Approved 7/12/2021 Page 1 of 16 EH•24-030 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 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 indemnify and hold harmless the County, its past or present employees, officers, agents, elected or appointed officials or volunteers (and their marital communities), from and against all claims, losses or liability, or any portion thereof, including reasonable attorney's fees and costs,arising from injury or death to persons, including injuries, sickness, disease or death to the Contractor's own employees, or damage to property occasioned by a negligent act, omission or failure of the Contractor. The Contractor shall be liable only to the extent of the Contractor's proportional negligence. The Contractor specifically assumes potential liability for actions brought against the County by the 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 Professional Services Agreement, JCPH, Version 3, PAO Approved 7/12/2021 Page 2 of t6 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. 4.24.115 and was subject of mutual negotiation. 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 thc.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,(c)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. Professional Services Agreement, JCPH, Version 3, PAO Approved 7/12/2021 Page 3 of 16 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. 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 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 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 this 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. Professional Services Agreement, JCPH, Version 3, PAO Approved 7/12/2021 Page 4 of 16 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. 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 Iimitations 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-, Professional Services Agreement, JCPH, Version 3, PAO Approved 7/12/2021 Page 5 of 16 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, 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. Both parties expressly waive by mutual negotiation all immunity and limitations on liability, with respect to each other, 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. Professional Services Agreement, JCPH, Version 3, PAO Approved 7/12/2021 Page 6 of 16 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 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. Professional Services Agreement, JCPH, Version 3, PAO Approved 7/12/2021 Page 7 of 16 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: Jefferson County Public Health Department 615 Sheridan Street Port Townsend, WA 98368 Notices to Contractor shall be sent to the following address: Alicia Ayars(alicia.ayars@scjalliance.com SCJ Alliance 8730 Tallon Lane NE, Suite 200 Lacey, WA 98516 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. Professional Services Agreement, JCPI I, Version 3, PAO Approved 7/12/2021 Page 8 of 16 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 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. Professional Services Agreement, JCPH, Version 3, PAO Approved 7/12/2021 Page 9 of 16 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. 33. Confidentiality, With respect to all information relating to County that is confidential and clearly so designated, as required by the Health Insurance Portability and Accountability Act (HIPAA)and any other applicable privacy laws,the Contractor agrees to keep such information confidential. The Contractor shall not disclose, transfer, or sell any such information to any party, except as provided by law or, in the case of personal information,with the prior written consent of the person to whom the personal information pertains. The Contractor shall maintain the confidentiality of all personal information and other information gained by reason of this Agreement, and shall return or certify the destruction of such information if requested in writing by Jefferson County. This Agreement, once executed,will be a"public record" subject to production to a third party if same is requested pursuant to• the Washington Public Records Act, Chapter 42.56 RCW,as may hereafter be amended. 34. Criminal History/Background Check. Each of the Contractor's employees, the employees of any of the Contractor's approved subcontractor, or volunteers used by the Contractor shall submit to a Washington State Patrol fingerprint identity and criminal history check before they are authorized to perform services for the Project. The County agrees to bear all reasonable costs incurred in the performance of this fingerprint identity and criminal history check. Contractors who may or will have regular access or limited access to any juveniles shall also: a. Require that each of the Contractor's employees,the employees of any of the Contractor's approved subcontractor,or volunteers used by the Contractor undergo not less often than once every three (3) years another Jefferson County approved criminal history and background check; Professional Services Agreement, JCPH, Version 3, PAO Approved 7/12/2021 Page 10 of 16 b. Ensure all employees, subcontractors, or volunteers are knowledgeable about the requirements of RCW 13.40.570 and of the new crimes included in RCW 9A.44, Sexual Offense; c. Sign the Contractor Requirements for Responding to Situation of Sexual Misconduct Form,and shall submit to Jefferson County with signed Agreement. SIGNATURES FOLLOW ON THE NEXT PAGE) Professional Services Agreement, JCPH, Version 3, PAO Approved 7/12/2021 Page I s of 16 SIGNATURE PAGE JEFFERSON COUNTY WASHINGTON SCJ ALLIANCE Board of County Commissioners Jefferson County, Washington 6 By: /1,,,1 x it a By: Kate Dean, C ," • Date Signature 1 By: 11 6 pill Name: Scott Sawyer , :rotherton,Commissioner Date Title: Principal By: / A ' �'(t ? Date: August 23, 2024 Heitz isenhour, Commissioner Date 00.0.oxrp,pa„�r SEAL: *`'so P' ,. Coif, r? 4../WAtsSIO .*G f; i z � �• C s s y'% i ari ATTEST: .1c`••• •`,t0=x ,`'4 t'VA SF1110;a'"`. Colyn laway, Date Clerk of the Board Approved as to form only: 0elikirliii" -- August 15,2024 Philip C.Ilunsucker, Date Chief Civil Deputy Prosecuting Attorney Professional Services Agreement, JCPH, Version 3, PAO Approved 7/12/2021 Page 12 of 16 EXHIBIT A Scope of Work Facilitation of On-Site Sewage Code EE Task 1: Facilitation Facilitate up to four in-person meetings in Jefferson County. Meetings will be held in several locations in Jefferson County and may take place in the early to late evening. Task 2: Conduct Research and meet with Public Health Staff Meet with Public Health staff to understand the key issues with the On-Site Code Update and to set the facilitation schedule, Task 3: Develop Meeting Minutes,Agendas,and Key Concerns Develop agenda and meeting minutes;and identify key issues. Professional Services Agreement, JCPH, Version 3, PAO Approved 7/12/2021 Page 13 of 16 EXHIBIT B Consultant Labor Hour Estimate SC Alliance Client: Jefferson County Template Version: 2/2/202a Project: EPH 055 Code Update Meeting Facilitation Contract Type: Billing Rate Scheduk lobs: 23-000359 File Name: labor Estimate Template(1.olsn, 1Kirsten i Zoe Tapers Jay Peterson Cordovado Senior Phase& Graphic Total Direct Labor Task No. Phase&Task Title Project ill Planner Designer Hours&Cost Total Cost Manager PHASE 01 Meeting Facilitation Task 01 Pre-Meeting Preparation 1 Virtual meeting with EPH staff-1 hour 1-0 1.0 5 225.00 2 Background information/research 2.0 2.0 5 150.00 3 Meeting structure.invitation,and agendas 1.0 1.0 2.0 5 341.00 Subtotal Hours: 4.0 1.0 5.0 5 1,016.D0 Task 02 In-Person Meetings 1 'rave!-ua to 4 times 16.0 16.0 32.0 S 5.456.00 2 In Person Meetings-u to 4,2-hour meetings 8.0 8.0 16.0 S 2,7288.00 3 Meeting prep/recap-up to 3 3.0 3.0 6.0 5 1,023.00 4 Finalize meeting notes for distribution-up to 4 times 1.0 2.0 3.0 5 157.00 Subtotal Hours. 28.0 29.0 57.0 S 9,66.100 i Task 03 Graphics(As Needed) 1 Develop project gratin s(as needed; 5 t z 3 6'21.,'?024 Professional Services Agreement, JCPH, Version 3, PAO Approved 7/12/2021 Page 14 of 16 Consultant Labor Hour Estimate SO Alliance - Uient Jefferson County Template Version: 2/2/2020 Project: EPH OSS Code Update Meeting Facilitation Contract Type: Billing Rate Schedule rob b: 23-000359 Fie Name: labor Estimate Template(7).ilsm Kirsten Zoe TapedJay Peterson Cordovado � 3 Senior Phase& Graphic Total Direct Labor Phase&Task Title Project P1 Planner Total Cost Task No. Designer Hours&Cost Manager Subtotal Hours: S . Total Phase Hours: 32.0 30.0 [ 62.0 62.0 Total Phase Direct Lator 57.200.00 53.280.00 S10,6E0.00 5 10.6E0.00 Total Hours AU Phases! 32.0 30.0 62.0 62.0 Total Direct Labor Estimate AU Phases] 57,200.00 53,:80.00 S10,680.00 S 10,680.00 Indirect Costs; Subconsultants: Subconsuitant Subtotal: S Subconsuitant Markup: 5 Subconsultant Total: $ Reimbursable Expenses: Copies,Printing.etc. S Mileage S 526.62 Expenses Subtotal' S 526,62 Expenses Markup: 5 Expenses Total; S 526.62 Management Reserve: 2 o`3 6'2t 2024 Professional Services Agreement, JCPH, Version 3, PAO Approved 7112/202I Page 15 of 16 Consultant Labor Hour Estimate SCJ Alliance them: Jefferson County Template Version: 2/2/2024 Proiea: EPM OSS Code Update Meeting Facilitation Contract Type: Biding Rate Schedule Job a: 23-000359 Ale Name: tabor Estimate Template 171.shm Krsten Zoe Tapert lay Peterson Cordovado Senior Phase& Phase&Task Title Project P1 Planner Graphic Total Direct Labor Total Cost Task No. Manager Designer Hours&Cost Total Indirect Costs: $ 526.62 Total: $ 11,206.62 3 or 3 fi%2.22024 Professional Services Agreement, JCPH, Version 3, PAO Approved 7/12/2021 Pas4e 16 of 16