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HomeMy WebLinkAboutHood Canal Coordinating Council MC Contract#20-034 ; • IfeNtHM (Sant • PROFESSIONAL SERVICES CONTRACT AGREEMENT BETWEEN HOOD CANAL COORDINATING COUNCIL AND MASON COUNTY NOXIOUS WEED CONTROL BOARD • FOR HOOD CANAL COORDINATING COUNCIL'S IN-LIEU FEE.MITIGATION PROGRAM THIS AGREEMENT is between Hood Canal Coordinating Council(HCCC), located at 17791 Fjord Drive,NE,Suite 118,Poulsbo,WA 98370,and Mason County Noxious Weed Control Board (Consultant),with an address of 303 North 4th Street, Building 4,Shelton,WA 98584 and is made effective as of the date signed below by HCCC. HCCC and Contractor are also referred to as the "Parties" and each as a "Party." This Agreement relates only to work funded by the Hood Canal Coordinating Council's In-Lieu Fee Program. The Parties to this Agreement agree as follows: 1) DEFINITIONS. --For purposes of this Agreement,the term- a) "Hood Canal Coordinating Council" means Hood Canal Coordinating Council, a Washington Corporation, and its members, directors, officers, employees and agents also'referred to herein as "HCCC", specifically the Hood Canal Coordinating Council's In-Lieu Fee Program; b) "Consultant" means the Consultant and its directors, officers, employees, agents and subcontractors;and c) "Contract Representative" means the person designated below and incorporated by reference, to serve as representative of HCCC and the Consultant for purposes of administration of this Agreement. 2) SERVICES TO BE PERFORMED AND DELIVERABLES. -- The Consultant agrees to provide services to HCCC,in accordance with applicable professional • standards, as described in Exhibit A appended to this contract. No work shall commence under this Agreement until it is fully executed by both Parties. HCCC, Professional Services Agreement with Mason County Noxious Weed Control Board Page 1 • 3) COMPENSATION.-- a) Except as provided herein, HCCC agrees to pay Consultant on a monthly basis following receipt of an invoice documenting services rendered and costs incurred,in a manner and amount stipulated in Exhibit A. i) HCCC may, at its sole discretion, retain up to 10 percent of the amount otherwise due and owing under each invoice until Consultant completes all work described in Exhibit A, or otherwise authorized by HCCC. HCCC shall notify Consultant of the amount retained and deposit the retained amount in an interest-bearing account. HCCC shall release the amount retained, together with earned interest, not later than 30 days after receipt of a final invoice and acceptance of HCCC of all work authorized. ii) HCCC may, at its sole discretion, retain an amount otherwise due and owing under each invoice until Consultant provides HCCC with evidence that the Consultant has paid industrial insurance premiums for its employees and/or is in compliance with state industrial insurance requirements. b) Allowable Costs. - i) Travel Expenses. -- HCCC agrees to reimburse Consultant up to the amount stipulated in Exhibit A for travel expenses (including per diem at current government rate) from Consultant's home or principal place of business to meeting sites. HCCC shall reimburse Consultant for travel expenses in accordance with federal travel regulations. Payment for expenses over the category amount will not be honored without prior approval of HCCC's Contract Representative. ii) Other Expenses. - Payment for miscellaneous expenses will be specified in Exhibit A. Any request over the category amount will not be honored without prior approval by HCCC's Contract Representative. c) Unallowable Costs. -- i) Management fees or similar charges in excess of the direct costs are not allowable. ii) If Consultant expends more than the amount of its approved budget in anticipation of receiving additional funds, it does so at its own risk. HCCC is not legally obligated to reimburse Consultant for costs incurred in excess of the approved budget. d) Invoice. -- Consultant's invoice shall indicate dates of service, a description of work performed, and time spent on that date in providing service under HCCC Professional Services Agreement with Mason County Noxious Weed Control Board Page 2 this Agreement. The invoice shall include travel claims for travel expenses incurred by Consultant in connection with performance under this Agreement. Invoices should be sent to the Accountant at the HCCC address listed below via U.S. Postal Service or email(not both). 4) TERM. --The term of this Agreement commences on the effective date,the date the agreement is signed by the HCCC Executive Director below, and continues until December 31, 2021 as stipulated in Exhibit A, or until terminated by.the Parties. 5) TRAINING. -- Consultant acknowledges that no training will be provided to Consultant under this Agreement. Consultant warrants and represents that its personnel are fully trained to perform services required under this Agreement and that additional training provided by HCCC will be unnecessary. 6) BUSINESS LICENSES AND TAXES..- a) Consultant shall, at its own expense, secure and maintain in full force and effect during the term of this Agreement all required licenses, permits, and similar legal authorization, and comply with all applicable Federal, State and local regulations. b) Consultant shall be responsible for payment of taxes, insurance and other obligations relating to its performance of services under this Agreement. Consultant shall provide HCCC with verification of its- i) Unified business identifier number from the State of Washington and that its business license is in good standing; ii) Washington State Department of Revenue account and that the account is in good standing; iii) Washington State Labor and Industries account and that the account is in good standing or that the Consultant is exempt from the state's• industrial insurance requirements; c) All other necessary licenses and permits to perform the work specified in Exhibit B. 7) INDEPENDENT CONSULTANT STATUS.-- a) Consultant shall act as an independent Consultant, and in no way shall be considered an employee of HCCC. Consultant is not required to report to HCCC's offices at any specific time, except as requested for occasional consultations. HCCC does not have the right to assign any additional projects to Consultant. Consultant shall choose the time and mariner for performing each part of the services described in Exhibit A according to its HCCC Professional Services.Agreement with Mason County Noxious Weed Control Board • Page 3 own routines and schedules, independent from HCCC's normal business operations. b) Consultant acknowledges that Consultant will not qualify for benefits which may be available if classified as an employee. In the event that the Internal Revenue Service (IRS) successfully'asserts that Consultant is not or was not an independent Consultant for any period during the term of this Agreement and reclassifies Consultant as an employee, Consultant agrees to complete, sign and deliver IRS Form 4669 (Employee Wage Statement) to HCCC for any tax period affected.HCCC shall then file the Form 4669 with the IRS (along with IRS Form 4670 "Request for Relief From Payment of Income Tax Withholding")to offset against HCCC's withholding obligation. c) Consultant acknowledges that it will be liable to HCCC for any industrial insurance premiums or any other premiums or fees that HCCC is required to pay on its behalf under RCW 51.12.070, or any other applicable statute, regulation or ordinance,to the State of Washington or local jurisdiction. 8) NON-EXCLUSIVE CONTRACT. -- This Agreement is non-exclusive. Consultant reserves the right to perform services for others during the term of the Agreement. 9) MATERIALS AND EQUIPMENT. -- Consultant shall provide all materials and equipment necessary to perform its obligations under this Agreement Provided, however, that Consultant may use office equipment located in the offices of HCCC, as available, and provided however, that if"Other Expenses" have been awarded as part of this agreement, HCCC may purchase said supplies and services on behalf of the Consultant as part of this Agreement. 10)INSURANCE. - Consultant shall provide HCCC with a certificate of insurance for each insurance provision required in this section.The certificate of insurance • shall be effective during the duration of this agreement.HCCC may require that the certificate of insurance name HCCC as an additional insured party. Consultant shall also require all of its subcontractors to maintain the same type and level of insurance as required in this section and provide certificates of insurance to HCCC as required in this section. Consultant shall, at its own expense, acquire and maintain the following insurance throughout the term of the Agreement: a) Commercial Automobile Liability Insurance covering all owned,non-owned and hired automobiles, trucks and trailers. Such insured shall provide the Standard Comprehensive Automobile Liability policy in limits not less than $1,000,000 Combined Single Limit; HCCC Professional Services Agreement with Mason County Noxious Weed Control Board Page 4 b) Commercial General Liability Coverage Insurance, with not less than the following limits: $1,000,000 for each occurrence limit, $1,000,000 for personal injury limit,$2,000,000 general aggregate limit; c) Professional Liability Insurance in an amount not less than $1,000,000 per claim and in the aggregate; and d) Workers' Compensation and Employer Defense Insurance as required by statute and employer liability coverage, with not less than the following limits: $1,000,000 each accident for bodily injury by accident,$1,000,000 each employee for bodily injury by disease and $1,000,000 policy limit for bodily injury by disease. 11)CONFIDENTIALITY. -- Information produced or made available to the Consultant shall not be disclosed to others or used for any other purpose, except as required under this contract, without prior written approval by HCCC. 12)OWNERSHIP OF PRODUCTS PRODUCED UNDER THIS CONTRACT. -- All data and products developed under this contract, excluding copyrighted material used with permission, or other public data that cannot be copyrighted, shall become the sole property of the HCCC and its assigns. Permission for its subsequent use must be obtained from the HCCC prior to that use. Any alteration of the data by HCCC for purposes other than those intended by this Agreement shall be at HCCC's sole risk and without legal liability upon the Consultant. 13)PUBLICITY AND ACKNOWLEDGEMENT OF SUPPORT. -- Consultant gives HCCC the right and authority to publicize HCCC's financial support for this Agreement and the Project in press releases, publications and other public communications. Consultant agrees to not publicize its work under this Agreement without HCCC's express written approval. 14)INSPECTION AND RETENTION OF RECORDS. --The Consultant shall make all applicable financial records, supporting documents, and all other pertinent records related to this Project, available to HCCC or any of its duly authorized representatives, for inspection. Records shall be retained until the Term date of this Agreement and then submitted to the Project Manager for retention according to law. 15)APPLICABLE LAW. --This Agreement shall be construed and enforced under the laws of the State of Washington, irrespective of the fact that any one of the Parties is now or may become a resident of another state. Venue for any action under this Agreement shall lie in Kitsap County,Washington. • HCCC Professional Services Agreement with Mason County Noxious Weed Control Board Page 5 16)MODIFICATION. -- This Agreement may not be waived, discharged or modified in any manner other than by written agreement of the Parties. 17)SEVERABILITY. --No provision of this Agreement is severable from any and all other provisions of this Agreement. Should any provision or provisions of this Agreement be unenforceable for any reason, the party finding itself unable to enforce said provision(s) may, at its sole discretion, declare this entire Agreement to be null and void. 18)TERMINATION. -- Either party may terminate this Agreement with 30 days written notification to the other party. If this Agreement is so terminated, the Parties shall be liable only for performance rendered or costs incurred in accordance with the terms of this Agreement prior to the effective date of termination. If for any cause, either party does not fulfill in a timely and proper manner its obligations under this Agreement, or if either party violates any of these terms and conditions, the aggrieved party will give the other party written notice of such failure or violation. The responsible party will be given the opportunity to correct the violation or failure within 15 working days. If the failure or violation is not corrected, this Agreement may be terminated immediately by written notice of the aggrieved party to the other. HCCC shall have the right to terminate this Agreement in whole or in part at any time,if the Funding Source issues an early termination under the funding agreement(s) covering all or part of the Project at issue hereunder. • 19)WAIVER. -- If either party fails to exercise its rights under this Agreement, it shall not be precluded from subsequent exercise of its rights. A failure to exercise rights shall not constitute a waiver of any other rights under this Agreement, unless stated in a letter signed by authorized representative of the party and attached to the original agreement. 20)COSTS AND ATTORNEYS FEES. -- If either party brings any action against the other for relief, declaratory or otherwise, arising out of this Agreement, the prevailing party shall recover against the other party all costs and reasonable attorneys' fees, including costs and reasonable attorneys' fees incurred to enforce any judgment rendered pursuant to this Agreement. 21)DEBARMENT. - By signing this Agreement, Consultant warrants and represents its initial and continued compliance that it is not listed on the Washington State Department of Labor and Industries state-wide Debarred Contractors List (or debarred in another state in which the Consultant's business resides). 22)COUNTERPARTS AND ELECTRONIC SIGNATURE. -This Agreement may be executed in counterparts, after execution by all Parties hereto, shall together constitute the Agreement. The parties acknowledge that a signature HCCC Professional Services Agreement with Mason County Noxious Weed Control Board Page 6 in electronic form has the same legal effect and validity as a 'Handwritten signature. IN WITNESS WHEREOF,the Parties hereto have executed this Agreement effective as of the day and year the Executive Director has executed. • Hood Cana o ' rating Council Sco Brewer,Executive Director Date: 4.-t-101;0 ' Mason County • • Sharon Ti aslc,chair Mason County Commission Date: o?�l �2 o • • • • • HCCC Professional Services Agreement with Mason County Noxious Weed Control Board Page 7 Consultant Checklist: Consultant will complete and provide requested information on Exhibit B. Contract Representatives: Scott Brewer,Executive Director Hood Canal Coordinating Council 17791 Fjord Drive,NE Suite 118 Poulsbo,WA 98370-8430 sbrewer@hccc.wa.gov 360-394-0046 HCCC Project Manager: Patty Michak,In Lieu Fee Mitigation Manager Hood Canal Coordinating Council 17791 Fjord Drive,NE Suite 118 Poulsbo,WA 98370-8430 pmid-tak@hccc.wa.gov 360-930-8634 Accountant: Accountant Hood Canal Coordinating Council 17791 Fjord Drive,NE Suite 118 Poulsbo,WA 98370-8430 admin@hccc.wa.gov Consultant Representative(s): Patricia A. Grover,Coordinator Mason County Noxious Weed Control Board Mason County,Building 4 303 N.4th Street Shelton,WA 98584 PatriciaG@co.mason.wa.us 360-427-9670 ext.592 FAX: 360-427-7264 Project Manager (if different): HCCC Professional Services Agreement with Mason County Noxious Weed Control Board Page 8 EXHIBIT A • Independent Consultant Scope of Services Project Title:Mason County Mitigation Sites-Weed Control Consultant: Mason County Noxious Weed Control Board Description of Services: Consultant shall: • Provide 2 staff members from April - October annually for on-site weed control work; including herbicide application, timing of which will be weather dependent. • Transportation to/from properties. • Supply equipment and supplies necessary to accomplish work. • Photo documentation. • Permitting necessary to apply near water (NPDES). • • Posting of site for use of herbicides. • • NPDES Reporting and completion of WSDA Pesticide Application Records. Task 1:Year 1-Weed Control 2020 Weed Control Assistance: on-site work by two staff members from April - October(weather dependent for primary herbicide application). Description Budget Completion Date Weed control assistance;apply herbicide,photo $1,500.00 12/31/2020 documentation,permitting and reporting. Task 2:Year 2 Weed Control 2021 Weed Control Assistance: on-site work by two staff members from April - October(weather dependent for primary herbicide application). Description Budget Completion Date Weed control assistance;apply herbicide,photo $1,500.00 12/31/2021 documentation,permitting and reporting. • Compensation: The Consultant shall be compensated under this agreement in an amount not to exceed: $3,000.00 Submit monthly invoices to the Accountant • by the 15th of the following month. Expenses are payable with prior authorization from HCCC project manager,and contingent upon satisfactory progress reporting toward completion of project deliverables. Agreement—Exhibits A&B Page 9 Progress Reporting: Consultant will submit an activity summary report with each invoice detailing work completed on each property. Travel: If claiming mileage Consultant will submit HCCC Mileage Report for Reimbursement(provided in Exhibit B)with invoice. Mileage and travel costs will be reimbursed at current federal rates or allowances. Contract Duration Date: The effective date is the date the contract is signed by the Executive Director and ends December 31,2021. Consultant Checklist: Consultant will complete and provide requested information on Exhibit B. • • Agreement—Exhibits A& B Page 10 • EXHIBIT B PROFESSIONAL SERVICES CONTRACT CONSULTANT CHECKLIST Consultant's UBI No.232-002-101 Consultant's Federal Tax ID No.91-6001354 Consultant Type: Local county government Program Name: In Lieu Fee Mitigation Funding Source Name/Number: Not applicable—funds are not federal. • DBE Program Reporting(indicate as appropriate): Owned and Managed as Disadvantaged Business:. ❑Women Owned Business Enterprise ❑ Minority Owner Business Enterprise ❑ Veteran Owned Business Enterprise ❑ Community Based Organization If certified by Washington State's Office of Minority and Women Owned Business Enterprise(OMWBE)www.omwbe.wa.gov or Department of Veterans Affairs (DVA),enter the certification number: N/A Certifications ©Provide current IRS W-9 Form Provide proof of WA Dept. of Revenue Account in Good Standing County government Provide proof of WA Labor&Industries Account in Good Standing or Exemption(if no employees) County government Other Licenses or permits if needed:N/A Construction contractor registration number and expiration if needed: N/A Insurance (as applicable): Contractor has WA Counties Risk Pool Membership Certification thru 10/1/20 Commercial Auto Liability (if claiming mileage--use HCCC Mileage Report if included in tasks) Commercial General Liability (naming HCCC as additional insured) Professional Liability Insurance Workers'Compensation and Employer Defense Insurance Agreement—Exhibits A&B Page 11 • Notice: The Hood Canal Coordinating Council is an equal opportunity employer will not discriminate on the basis of race, creed, color, national origin, ancestry, sex, marital status, gender, sexual orientation, age [40 and over], maternity, and childbirth, honorably discharged veteran or military status, disability, genetics,HIV and/or Hepatitis C status, use of a trained guide dog or service animal by a person with a disability, or other protected class [legally recognized] under federal, state or local law. Persons requiring reasonable accommodation in the application process or requiring any information in an alternative format may contact 360-394-0046. Inquiries about the HCCC's compliance may be directed to Scott Brewer,Executive Director. • • • • • • • Agreement—Exhibits A&B Page 12