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HomeMy WebLinkAbout010421_ca03615 Sheridan Street Port Townsend, WA 98368 e ison www.JeffersonCountyPublicHealth.org Consent Agenda Public Health April 27, 2020 3EFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS AGENDA REQUEST TO: Board of County Commissioners Philip Morley, County Administrator FROM: Pinky Mingo, Environmental Public Health Director Tami Pokorny, Natural Resources Program Coordinator DATE: SUBJECT: Agenda Item — Professional Services Agreement, University of Washington; July 1, 2019 — May 31, 2021; $11,000 STATEMENT OF ISSUE: Jefferson County Public Health, Environmental Public Health Division, requests Board approval of the Professional Services Agreement with the University of Washington to produce a technical report; July 1, 2019 May 31, 2021; $11,000 ANALYSIS/STRATEGIC GOALS/PRO'S and CONS: The purpose of this agreement is to produce a technical report on the origin and erosion of Rialto Beach and its terrace, and implications for ongoing geologic hazards. This task addresses the program benchmarks: Marine Habitats by surveying marine resources to better define physical characteristics of intertidal beach habitats and understanding and evaluating erosion and promoting sound sediment management practices, surveying and mapping marine and estuarine resources to better define physical and biological characteristics of marine habitats, and providing data to make scientifically based recommendations about management tools to protect marine and estuarine habitats, as well as Sound Science and Education and Outreach. FISCAL IMPACT/COST BENEFIT ANALYSIS: This project was selected and recommended by the North Pacific Coast MRC through its RFP process through WDFW's Coastal MRC Program. The contract is fully funded by a grant from the Washington State Department of Wildlife (DFW) #19-1417-A1. RECOMMENDATION: JCPH management request approval of Professional Services Agreement, University of Washington; July 1, 2019 - May 31, 2021; $11,000 REVIEWED BY: 3n az Philip Morley, C my Administrator Date 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 RESEARCH COLLABORATION AGREEMENT Between University of Washington and Jefferson County THIS RESEARCH COLLABORATION AGREEMENT ("this Agreement") is entered into between the County of Jefferson, a municipal corporation ("the County"), and the University of Washington, an agency of the State of Washington, ("the UW"), in consideration of the mutual benefits, terms, and conditions specified below. 1. Project Designation. The UW will collaborate with the County to produce a technical report on the origin and erosion of Rialto Beach and its terrace, and implications for ongoing geologic hazards. The collaboration Research is funded by a grant from the Washington State Department of Wildlife (DFW) #19-14171. 2. Scope of Research. The UW agrees to perform the Research, identified on Exhibit A, attached hereto, including the provision of all labor, materials, equipment, and supplies, consistent with the most recent MRC Policies and Procedures Manual, Exhibit B. 3. Time for Performance. This Agreement shall commence on July 1, 2019 and continues through May 31, 2021 unless terminated as provided herein. Work performed prior to the execution of this contract is hereby ratified. The agreement may not be extended beyond May 31, 2021. 4. Payment. The UW shall be paid by the County for completed work and for Research rendered under this Agreement as follows: a. The UW will be reimbursed for all work performed under the terms of this contract. Project costs include salaries and benefits, curriculum materials, field supplies and transportation. Payment for the work provided by the UW shall not exceed $11,000 in the completion of this project without express written amendment signed by both parties to this Agreement. b. Funding for this contract will be provided by a DFW grant. If funding from DFW is withdrawn, reduced, or limited in any way after the effective date of this agreement, this contract may be renegotiated or terminated as provided herein. c. 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 thereof, payment will be made to the UW in the amount approved. Failure to submit timely invoices and reports pursuant to Exhibit B ofthe Agreement may result in a denial of reimbursement. Invoices not submitted within 60 days may be denied. Page 1 of 11 d. Final payment of any balance due the UW 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. e. UW shall provide invoices and necessary backup documentation for all Research including timesheets and statements (specifying the Research 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. f. The UW'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. Ownership and Use of Documents. All non -confidential or de -identified documents, drawings, specifications, and other materials produced by the UW in connection with the Research rendered under this Agreement shall be jointly owned by the County whether the project for which they are made is executed or not. The UW shall be o retain copies, including reproducible copies, of drawings and specifications for information, reference and use in connection with UW's endeavors. UW 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 ofthis Agreement. 6. Compliance with laws. UW shall, in performing the Research contemplated by this Agreement, faithfully observe and comply with all federal, state, and local laws, ordinances and regulations, applicable to the Research to be rendered under this Agreement. 7. Indemnification. UW shall to the extent allowed by law, indemnify and hold harmless the County, its officers, and employees, 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 UW's own employees, or damage to property occasioned by a negligent act, omission or failure of the UW. The UW shall be liable only to the extent of the UW's proportional negligence. 8. Insurance. UW hereby notifies the County that as an agency of the State of Washington and in accordance with Washington law, UW maintains a self-insurance program pursuant to RCW §§28B.20.250, 2813.20.253, and 2813.20.255. Upon Sponsor's request, UW will provide the County proof of insurance or loss coverage 9. Independent Contractor. The UW and the County agree that the UW is an independent contractor with respect to the Research provided pursuant to this Agreement. The UW specifically has the right to direct and control UW's own activities, and the activities of its UWs, employees, agents, and representatives, in providing the agreed Research in accordance with the specifications set out in this Agreement. Nothing in this Agreement Page 2 of i l shall be considered to create the relationship of employer and employee between the parties. Neither UW nor any employee of UW shall be entitled to any benefits accorded County employees by virtue of the Research 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 UW, or any employee of UW. 10. Covenant Against Contingent Fees. The UW warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the UW, to solicit or secure this Agreement, and that the UW has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the UW, 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. 11. Discrimination Prohibited. The UW, 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 ofany physical or sensory handicap in the selection and retention of employees or procurement of materials or supplies. 12. No Assignment. The UW shall not sublet or assign any of the Research 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. 13. 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. 14. Termination. a. The County reserves the right to terminate this Agreement at any time by giving ten (10) days written notice to the UW. b. In the event of the death of a member, partner, or officer of the UW, or any of its supervisory personnel assigned to the project, the surviving members of the UW 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 UW and the County, if the County so chooses. Page 3 of 11 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 Research rendered prior to the effective date of termination. 15. 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: tpokorny@co.jefferson.wa.us Notices to UW shall be sent to the following address: Carol Rhodes, Director Office of Sponsored Programs University of Washington 4333 Brooklyn Avenue NEBox 359472 Seattle, WA 98195-9472 Ph: (206) 221-1770 Email: ktroostguw.edu 16. Integrated Agreement. This Agreement together with attachments or addenda represents the entire and integrated Agreement between the County and the UW 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 UW ratifies and adopts all statements, representations, warranties, covenants, and agreements contained in its proposal, and the supporting material submitted by the UW, accepts this Agreement and agrees to all of the terms and conditions of this Agreement. 17. Modification ofthis Agreement. This Agreement may be amended only by written instrument signed by both County and the UW. 18. 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 Page 4 of I I 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. 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. 19. 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. 20. 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. 21. 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. 22. Severability. Provided it does not result in a material change in the terms of this Agreement, if any provision ofthis Agreement or the application of this Agreement to any person or circumstance shall be invalid, illegal, or unenforceable to any extent, the remainder ofthis Agreement and the application this Agreement shall not be affected and shall be enforceable to the fullest extent permitted by law. 23. 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. 24. No Assignment. The UW shall not sell, assign, or transfer any of rights obtained by this Agreement without the express written consent of the County. 25. 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. 26. 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. 27. Facsimile and Electronic Signatures. The parties agree that facsimile and electronic signatures shall have the same force and effect as original signatures. 28. 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. 29. Public Records Act. Notwithstanding the provisions ofthis Agreement to the contrary, to the extent any record, including any electronic, audio, paper or other media, is required to Page 5 of 11 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 UW 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 UW further agrees that upon receipt of any written public record request, UW shall, as soon as reasonably able notify the County by providing a copy of the request per the notice provisions of this Agreement. 30. 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 UW agrees to keep such information confidential. The UW 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 UW 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. DATED this day of , 20 SIGNATURES FOLLOW ON THE NEXT PAGE) Page 6 of 11 SIGNATURE PAGE UNIVERSITY OF WASHINGTON UW Representative (Please print) Signature) Title Date JEFFERSON COUNTY BOARD OF COMMISSIONERS Greg Brotherton, Chair 1,, Member Kate Dean, Member ATTEST: By: Carolyn Gallaway, Deputy Clerk of the Board APPROVED AS TO FORM ONLY: Philip C. Hunsucker Chief Civil Deputy Prosecuting Attorney Page 7 of 1 I Exhibit A: Scope of Work The University of Washington, in partnership with Washington Sea Grant, will produce a technical report about the age and hazard implications of the formation of the low elevation terrace at Rialto Beach including an intertidal and terrace edge survey, results of historical shoreline change analysis and recommendations for data repository and population of a scientific database. This task addresses the program benchmarks: Marine Habitats by surveying marine resources to better define physical characteristics of intertidal beach habitats and understanding and evaluating erosion and promoting sound sediment management practices, surveying and mapping marine and estuarine resources to better define physical and biological characteristics of marine habitats, and providing data to make scientifically based recommendations about management tools to protect marine and estuarine habitats, as well as Sound Science and Education and Outreach. Task 1: Produce Rialto Beach and Terrace technical report. Deliverables: 1 a) Element 1: Age and hazard implications of the formation of the low elevation terrace at Rialto Beach — Due December 31, 2020 lb) Element 2: Intertidal and terrace edge survey — Due December 31, 2020 lc) Element 3: Results of historical shoreline change analysis — Due March 31, 2021 1 d) Element 4: Recommendations for data repository and population of scientific database — Due March 31, 2021 1 e) Element 5: Recommendations and preliminary graphics for an interpretive guide for Rialto Beach — Due March 31, 2021 If) Five photographs and copies of signed photo releases for use in MRC and WDFW materials — Due March 31, 2021 1 g) Invoice and backup materials — Monthly through May 30, 2021 Page 8 of i l BUDGET Category Detail MRC Cost estimates Salaries/Ben. Student hourly help 800 Equipment and Supplies GPS camera and maintenance 500 Travel Sampling, surveying, conference registration, meetings 4,700 Research Radio carbon dating 2200 Overhead MUST BE ITEMIZED 2800 Total In -Kind 0 Total NPC MRC Cost 11,000 Page 9 of 11 Exhibit B: WDFW MRC Policies and Procedures Manual 2017-19 Page 10 of 11 Exhibit C: WDFW Final Report Form Page 11 of 11