HomeMy WebLinkAboutCONSENT Production Alliance JEFFERSON COUNTY
BOARD OF COUNTY COMMISSIONERS
CONSENT AGENDA REQUEST
TO: Board of County Commissioners
FROM: Mark McCauley, County Administrator
DATE: June 23, 2025
SUBJECT: Request for approval: Professional Services Agreement with the
Production Alliance (TPA)
STATEMENT OF ISSUE:
In 2025 Jefferson County contracted with TPA to partner on two major county events. One was the three-day
Jefferson County Connectivity Summit, which was a huge success. During the after-action session with Danny
Milholland the Board of County Commissioners directed the County Administrator to prepare a five-year
agreement with TPA to plan and execute the Connectivity Summit through 2030.
The agreement includes planning and executing the County Preparedness Day the second event covered by the
contract.
ANALYSIS:
The attached professional services agreement accomplishes the task directed by the Board.
FISCAL IMPACT:
This agreement will cost $50,000 per year. Five-year total is $250,000
RECOMMENDATION:
Recommend the Board approve the attached Professional Services Agreement with the TPA.
REVIEW D BY:Mark McCaule County Administrator f/ Date
CONTRACT REVIEW FORM Clear Form
(INSTRUCTIONS ARE ON THE NEXT PAGE)
CONTRACT WITH: The Production Alliance(TPA) Contract No: TPA-2026-2030
Contract For: Connectivity Summit and Preparedness Day Term: Through December 2030
COUNTY DEPARTMENT: County Adrninistrator
Contact Person: Mark McCauley
Contact Phone: 360-385-9130
Contact email: mmccauley@co.jefferson.wa.us
AMOUNT: $250,000 PROCESS: ✓ Exempt from Bid Process
Revenue: N/A Cooperative Purchase
Expenditure: $250,000 Competitive Sealed Bid
Matching Funds Required: N/A Small Works Roster
Sources(s)of Matching Funds N/A Vendor List Bid
Fund# 001-270 — RFP or RFQ
Munis Org/Obj 001-270 Other:
APPROVAL STEPS:
STEP 1: DEPARTMENT CERTIFIES CO LIANCE IT J C 3.55.080 AND CHAPTER 42.23 RCW.
CERTIFIED: n N/A:
ignature D e
STEP 2: DEPARTMENT CERTIFIES THE PERSON PROPOSED FOR CONTRACTING WITH THE
COUNTY (CONTRACTOR) HAS NOT BEEN DEBARRED BY ANY FEDERAL, STATE, OR LOCAL
AGENCY.
CERTIFIED: a N/A: ❑ • �113,�f
ignature // Dane
STEP 3: RISK MANAGEMENT REVIEW(will added electronically through Laserfiche):
STEP 4: PROSECUTING ATTORNEY REVIEW(will be added electronically through Laserfiche):
Electronically approved by Risk Management on 6/17/2025.
STEP 5: DEPARTMENT MAKES REVISIONS & RESUBMITS TO RISK MANAGEMENT AND
PROSECUTING ATTORNEY(IF REQUIRED).
STEP 6: CONTRACTOR SIGNS
STEP 7: SUBMIT TO BOCC FOR APPROVAL
Electronically approved as to form by PAO on 6/17/2025.
PSA through 12/31/2030 not to exceed $250,000 or
$50,000 per year. I
PROFESSIONAL SERVICES AGREEMENT
THIS PROFESSIONAL SERVICES AGREEMENT(Agreement) is entered into by and between
Jefferson County (County) and The Production Alliance (Consultant), upon the following terms and
conditions.
1. Project Designation. The Consultant is retained by the County to assist the County with
planning and executing two major community events designed to help the County
achieve a number of its Strategic Plan objectives.
2. Scope of Services. Consultant 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 January 1, 2026 and continue
through the completion of both community events, but not later than December 31, 2030.
Work performed consistent with this Agreement during its term, put prior to the adoption
of this Agreement, is hereby ratified. The Consultant shall perform all services pursuant
to this Agreement as outlined on Exhibit"A". Time is of the essence in the performance
of this Agreement.
4. Payment. The Consultant shall be paid by Jefferson County for completed work and for
services rendered under this Agreement as follows:
a. Payment for the work provided by the Consultant shall be made as provided on
Exhibit"A"attached hereto, provided that the total amount of payment to the
Consultant shall not exceed $50,000 per year or$250,000 over the life of the
Agreement without express written modification of the Agreement signed by each
Party.
b. Invoices must be submitted by the 15th of the month for the previous month's
expenses. Such invoices will be checked by the County, and upon approval
thereof,payment will be made within 30 days to the Consultant in the amount
approved.
c. Final payment of any balance due the Consultant of the total contract price earned
will be made promptly once the County verifies completion of the work and
submittal of reports under this Agreement and 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.
e. The Consultant'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.
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5. Ownership and Use of Documents. All non-confidential or de-identified documents,
drawings, specifications, and other materials produced by the Consultant 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 Consultant shall be
permitted to retain copies, including reproducible copies, of drawings and specifications
for information, reference and use in connection with Consultant's endeavors.
Consultant shall not be held liable for reuse of documents or modifications thereof,
including electronic data, by the County or its representatives for any purpose other than
the intent of this Agreement.
6. Compliance with laws. Consultant 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, Upon request, Consultant will submit their most recent financial information.
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 Consultant within ten(10)days. The County and
Consultant shall meet to discuss areas of contention in an attempt to resolve
issues.
8. Indemnification. The Consultant 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 Consultant 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 Consultant and the County, its officers, officials, employees,
agents and volunteers (and their marital communities) the Consultant's liability,
including the duty and cost to defend, shall be only for the Consultant's negligence. It is
further specifically understood that the indemnification provided constitutes the
Consultant'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.
9. Insurance. Prior to commencing work,the Consultant 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
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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 Consultant'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 Consultants 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 Consultant 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 their elected officials, officers, and employees; 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 are"additional insureds"to a policy
obtained by the Consultant 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 Consultant 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.
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f. Failure of the Consultant to take out or maintain any required insurance shall not
relieve the Consultant 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 Consultant'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 Consultant.
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 Consultant shall procure a bond guaranteeing payment of losses
and related investigations, claim administration and defense expenses.
k. Insurance companies issuing the Consultant'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 Consultant until the Consultant 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 Consultant must provide in order to comply with
this Agreement.
n. The County may, upon the Consultant's failure to comply with all provisions of
this Agreement relating to insurance, withhold payment or compensation that
would otherwise be due to the Consultant.
o. The Consultant'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.
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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 Consultant'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 Consultant 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 Consultant 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 County.
u. The Consultant 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 reserve 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 Consultant 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 Consultant, the Consultant 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
the County, 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.
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d. The Consultant 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 Consultant.
11. Independent Consultant. The Consultant and the County agree that the Consultant is an
independent contractor with respect to the services provided pursuant to this Agreement.
The Consultant specifically has the right to direct and control Consultant'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 Consultant nor any employee of
Consultant 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 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 Consultant, or any
employee of Consultant.
12. Subcontracting Requirements.
a. The Consultant 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 Consultant 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 Consultant 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 County must approve any
proposed subcontractors in writing.
c. Any dispute arising between the Consultant 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 Consultant's performance
required by this Agreement.
13. Covenant Against Contingent Fees. The Consultant warrants that he has not employed or
retained any company or person, other than a bona fide employee working solely for the
Consultant, 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
Consultant, any fee, commission, percentage, brokerage fee, gifts, or any other
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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 Consultant, 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 Consultant 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 without
cause by giving ten (10) days written notice to the Consultant. Consultant may
terminate this Agreement at any time without cause by giving (10) days written
notice to the County.
b. The County shall give the Consultant written notice and a reasonable opportunity
to cure before this Agreement is terminated for cause.
c. In the event of the death of a member,partner, or officer of the Consultant, or any
of its supervisory personnel assigned to the project, the surviving members of the
Consultant 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 Consultant
and the County, if the County so chooses.
d. 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 Parties shall be sent to the following addresses:
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Jefferson County Risk Manager
P.O. Box 1220
Port Townsend, WA 98368
Notices to Consultant shall be sent to the following address:
Daniel Milholland, TPA
870 Martin Road
Port Townsend, WA 98368
19. Integrated Agreement. This Agreement together with attachments or addenda represents
the entire and integrated Agreement between the County and the Consultant 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 Consultant ratifies and adopts all statements, representations,
warranties,covenants, and agreements contained in its proposal, and the supporting
material submitted by the Consultant, 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 Consultant.
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 representative listed in Section 18., whose joint decision in the matter shall be
final, but shall be subject to judicial review. If either party deems 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
respective Superior Courts in accordance with the laws of the State of Washington. The
Consultant 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.
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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 Consultant 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 Consultant 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
Consultant further agrees that upon receipt of any written public record request,
Consultant 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)
•
DATED this day of , 20
JEFFERSON COUNTY WASHINGTON THE PRODUCTION ALLIANCE
Board of County Commissioners
Jefferson County, Washington
Daniel Milholland, Owner Date
By:
Heidi Eisenhour, Chair Date
By:
Greg Brotherton. Member Date
By:
Heather Dudley-Nollette, Member Date
SEAL:
ATTEST:
Carolyn Gallaway, CMC Date
Clerk of the Board
Approved as to form only:
for 06/17/2025
hilip . unsucker Date
Chief Civil Deputy Prosecuting Attorney
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Exhibit A
The Production Alliance Scope of Work
Jefferson County Connectivity Summit - 2026 - 2031
Preparedness Day - 2026 - 2031
Jefferson County
Connectivity Summit
2026 - 2031
Planning & Concept Development
TPA will develop a vision for each event with feedback and engagement with Jefferson
County staff and partners.
Marketing
o Collateral Materials i.e. graphic design, printing, distribution when applicable
o Social media- TPA and the County will co-host and manage Facebook event
page for public events
o Print advertisement
o Event program
Operations & Logistics
o Venue booking and coordination
o Event tech
o Vendor and tabling coordination
o Catering management
o Special event permitting (if applicable)
Day of Event
o Team recruitment and management
o Venue layout, setup & breakdown
o Event headquarters i.e. Welcome booth and registration
o Master of Ceremonies
o Waste management, recycling, composting
o All equipment and materials provided by the TPA
Preparedness Day
2026 - 2031
Planning & Concept Development
TPA will develop a vision for each event with feedback and engagement with Jefferson
County staff and partners.
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Marketing
o Collateral Materials i.e. graphic design, printing, distribution when applicable
o Social media- TPA and the County will co-host and manage Facebook event
page for public events
o Print advertisement
o Event program
Operations& Logistics
o Venue booking and coordination
o Event tech
o Vendor and tabling coordination
o Catering management
o Special event permitting (if applicable)
Day of Event
o Team recruitment and management
o Venue layout, setup & breakdown
o Event headquarters i.e. Welcome booth and registration
o Master of Ceremonies
o Waste management, recycling, composting
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