HomeMy WebLinkAboutOnlineRME MC Contract#19-3$5
PROFESSIONAL SERVICES CONTRACT AGREEMENT
BETWEEN
MASON COUNTY PUBLIC HEALTH
AND
ONLINERME, LLC
THIS AGREEMENT is between MASON COUNTY PUBLIC HEALTH (MCPH), located at 415 N.
6th Street, Shelton, WA 98584 and ONLINERME, LLC (CONTRACTOR), located at 814 Airway
Ave, Sutherlin, OR 97479 and is made effective as of the date signed below by MCPH. MCPH
and CONTRACTOR are also referred to as the "Parties" and each as "Party".
THE PURPOSE OF THIS AGREEMENT IS TO PROVIDE a web-based service that provides
data collection and reporting tools to allow certified Onsite Sewage System professionals to
submit pumping and maintenance reports on-line. This will be a hosted Software system that
provides on-line service to MCPH staff and certified professionals in a stable and secured
technological environment.
Where, Mason County recognizes the needs to inventory and track OSS maintenance activities
to minimize surfacing sewage and/or public health threats. In addition to requirements set forth
by Mason County Code 6.76 and WAC246-272A for maintenance of these onsite sewage
systems by their owners.
THEREFORE, IT IS MUTUALLY AGREED THAT:
1. CONTRACTOR SHALL PROVIDE:
a) A Web-based service that allows data collection and reporting tools for certified On-Site
Sewage System professionals to submit service reports on-line.
b) Data conversion services from existing Mason County data, extracted from Carmody Inc.
in order to maintain access to past system history and parcel information;
c) Access to web base service and applicable services contained within to Mason County
staff and certified professionals;
d) Internet-based public access to inspection data submitted by Mason County certified
professionals;
e) Automated electronic processes for retrieval of specific data points, determined through
collaboration, entered by the Mason County certified professionals into the software as
such frequency as meets the needs of MCPH and have been mutually agreed upon
between parties. This shall mean daily data retrieval;
f) MCPH with queried data for requested data parameters upon reasonable requests;
g) Training for MCPH staff and Mason County certified professionals for the use of the
software. Training may include, but not limited to: Written documentation, Verbal
communication, In-person training sessions, and E-mail correspondence.
h) Input of homeowner inspection reports by MCPH staff for up to a reasonable amount
agreed upon by the CONTRACTOR, free of reporting charges.
i) The web-based services offered by the CONTRACTOR, shall be made available at
minimum 99.5% of the time (Service Availability). Service availability will not include
any downtime resulting in:
a. Scheduled maintenance,
b. events of force majeure,
c. malicious attacks on the system, issues associated with MCPH's
computing devices, local area network or internet service provider
connections; or
d. The CONTRACTOR'S inability to deliver services because of MCPH's
acts or omissions.
2. MCPH SHALL:
a) Inform CONTRACTOR in writing of any fee changes that may affect services performed
within (30) business days of such said fee changes.
3. COMPENSATION:
a) Mason County Public Health shall not be charged by the CONTRACTOR for services
performed under this agreement. CONTRACTOR independent of MCPH charges and
collects fees from clients for the use of this service.
4. TERM:
a) The initial term of this Agreement is date of signing below through DECEMBER 30T"
2021. This Agreement may be automatically extended in one-year increments through
December 30th, 2025, provided both parties agree.
5. SUBCONTRACTING:
a) The CONTRACTOR shall not subcontract, assign or delegate any rights or obligations
under this agreement, either in whole or in part, without the prior written approval of
MCPH.
6. TERMINATION:
a) MCPH may terminate this Agreement in whole or in part, at any time by written Notice
sent certified mail, return receipt requested, to the CONTRACTOR.
b) Within sixty (60) days of notification of termination of this Agreement, the
CONTRACTOR shall provide MCPH with dedicated data files suitable for importation
into commercially available database software (e.g. MS-Access or MS-SQL). The
dedicated data files will be comprised of MCPH's data contained in the
CONTRACTOR'S system. The structure of the relational database will be specific to
MCPH's data and will not be representative of the proprietary CONTRACTOR database.
c) CONTRACTOR shall maintain access to web-based services to MPCH for a period of no
less than 6 months after the Agreement has been terminated.
7. SEVERABILITY:
a) If any provision of this Agreement or any provision of any document incorporated by
reference shall be held invalid, such invalidity shall not affect the other provisions of this
Agreement which can be given effect without the invalid provisions, and to this end the
provisions of this Agreement are declared to be severable.
8. INDEMNIFICATION/HOLD HARMLESS
a) To the fullest extent permitted by law, the CONTRACTOR hereby indemnifies, defends,
and holds MCPH harmless from any and all loss, damage, suits, liability, claims,
demands or costs, whatsoever, whether arising at law or in equity, or sounds in tort,
contract or other causes of action arising from any claim or liability resulting from
CONTRACTOR'S performance of services described under this Agreement, except to
the extent caused by the negligence of MCPH.
9. INDEPENDENT CONTRACTOR
a) The CONTRACTOR and MCPH understand and expressly agree that the
CONTRACTOR is an independent CONTRACTOR in the performance of each and
every part of this Agreement. The CONTRACTOR expressly represents, warrants and
agrees that his status as an independent CONTRACTOR in the performance of the work
and services required under this Agreement is consistent with and meets the six-part
independent CONTRACTOR test set forth in RCW 51.08.195 or as hereafter amended.
The CONTRACTOR, as an independent CONTRACTOR, assumes the entire
responsibility for carrying out and accomplishing the services required under this
Agreement. The CONTRACTOR shall make no claim of MCPH employment nor shall
claim any related employment benefits, social security, and/or retirement benefits.
b) The CONTRACTOR shall be solely responsible for paying all taxes, deductions, and
assessments, including but not limited to federal income tax, FICA, social security tax,
assessments for unemployment and industrial injury, and other deduction from income
which may be required by law or assessed against either party as a result of this
Agreement. In the event MCPH is assessed a tax or assessment as a result of this
Agreement, the CONTRACTOR shall pay the same before it becomes due.
10. AUTHORITY TO BIND PARTIES AND ENTER INTO AGREEMENT
The undersigned represent that they have full authority to enter into this Agreement and to bind
the parties for and on behalf of the legal entities set forth below.
IN WITNESS WHEREOF, the parties have executed the Contract:
MASON COUNTY PUBLIC HEALTH: ONLINERME, LLC:
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Kevin Shutty, air
Board of Co ty Commissioners
Reviewed by (as to form):
Tim White ead,-Cfief Deputy Prosecuting
Attorney
Contact: Alex Paysse, MCPH Contact: Eric Evans, OnlineRME, LLC
Phone: 360-427-9670, Ext. 279 Phone: 360-471-4087