HomeMy WebLinkAboutWashington State Association of Counties (WSAC) - Contract CONTRACT for SERVICES
between
WASHINGTON STATE ASSOCIATION OF COUNTIES and MASON COUNTY
This Contract is made and entered into by and between the Washington State Association of Counties (WSAC),
hereinafter referred to as the"ASSOCIATION,"and Mason County hereinafter referred to as the
"CONTRACTOR,"the express purpose set forth in the following provisions of this Contract.
PURPOSE
This contract supports the work of Broadband activities in Mason County by reimbursing for costs as described in
the scope of work.
The parties mutually agree to the terms, conditions and covenants described below, attached, or incorporated
by reference as follows:
TERMS
1. Description of Work. The CONTRACTOR shall perform work as described in Exhibit B, "Scope of Work,"
which is attached hereto and incorporated herein by this reference, according to the,existing standard of
care for such services, CONTRACTOR shall not perform any additional services without the expressed
permission of the ASSOCIATION.
2. Payment.
A. The ASSOCIATION shall pay CONTRACTOR up to thirty-seven thousand five-hundred dollars
($37,500)through June 30,2025 for the services described in this Contract and Exhibits contained
herein.
This is the maximum amount to tie paid under this Agreement, and shall not be exceeded without prior
written authorization from the ASSOCIATION in the form of a negotiated and executed supplemental
agreement.
a. The CONTRACTOR shall receive$37,500 for services as described in the Scope of Work.
Reimbursement shall be made upon successful progress and completion of work to meet the
deliverables and tasks detailed.
B. The ASSOCIATION shall pay CONTRACTOR upon receipt of properly completed invoices,which shall be '
submitted to the ASSOCIATION not more often than monthly. If expenses are invoiced,the
CONTRACTOR must provide a detailed breakdown of authorized expenses identifying this project,
according to the instructions set forth in Exhibit C,"Invoicing Instructions."
The ASSOCIATION may, in its sole discretion,terminate the Contract or withhold payments claimed by the
CONTRACTOR for services rendered or expenses claimed if the CONTRACTOR fails to satisfactorily comply
with any term or condition of the contract.
The ASSOCIATION shall make no payments in advance or in anticipation of services or supplies to be provided
under this contract.
3. Duration of Work. The period of performance under this contract will be from July 1, 2024 through June
30,2025 The contract may be extended by the mutual agreement of the parties.
4. Relationship of.Parties. The parties intend that an independent contractor-client relationship will be
created by this Contract. As CONTRACTOR is customarily engaged In an independently established
profession which encompasses the specific service provided to the ASSOCIATION hereunder, no agent,
employee, representative or subcontractor of CONTRACTOR shall be or shall be deemed to be the
employee, agent, representative or subcontractor of the ASSOCIATION, None of the benefits provided by
the ASSOCIATION to its employees, including, but not limited to, compensation, insurance and
unemployment insurance, are available from the ASSOCIATION to the CONTRACTOR or their employees,
agents, representatives or subcontractors. CONTRACTOR will be solely and entirely responsible for their
acts, conduct and control of the work and for the acts, conduct and control of the work of CONTRACTOR's
agents, employees, representatives and subcontractors during the performance of this Contract. The
ASSOCIATION may, during the term of this Contract, engage other independent contractors to perform the
same or similar work that CONTRACTOR performs hereunder.
Washington State Association of Counties Page 1 of 2
CONTRACT for SERVICES
between
VVASH|NGTON STATE ASSOCIATION (]F COUNTIES and MASON COUNTY
S. Assignment. Any assignment of this Contract by CONTRACTOR without the written consent of the
ASSOCIATION shall bevoid.
G. Non-Waiver of Breach. The failure of the ASSOCIATION to hluimt upon strict performance of any of the
covenants and agreements contained honain, or to exercise any option herein conferred in one Vrmore
instances ohoU not be construed to be a waiver or relinquishment of said coYanontm, agreements or options,
and the same shall be and remain in full force and effect.
7. All Writings Contained Herein. This Contract, Exhibit A, Exhibit B. and Exhibit contain all the terms and
conditions agreed upon by the parties, No other understandings, oral orotherwise, regarding the subject matter
of this Contract shall bo deemed to exist o[tobind any of the parties hereto,
|N WITNESS WHEREOF,the parties execute this Contract.
Washington State
As Mason County
By VA,, 4l, _41
TitleInterim Executive Director Contra tor (-"J4'4
//ve .
Date Oehy
ASSOCIATION CONTACT: CONTRACTOR CONTACT:
Derek Young K8mrkNeery
28G Tenth Ax SE, Olympia, VVA 98601~1333 411 N5mGL Ste 1^ Shelton, VVAQ8584
Phone: (38O)753~188G/Fax:(36O) 753~2842 phone: (380)427-9070
ErnoiL Email:
U8|:
Washington State As mc|atinnuf Counties Page 2of2
EXHIBIT A: General Terms and Conditions
A. Assurances
The ASSOCIATION and CONTRACTOR agree that all activity pursuant to this Contract shall be in
accordance with all applicable federal, state and local laws, rules and regulations.
B. CONTRACTOR Performance.
Even though CONTRACTOR works as an independent contractor in the performance of their duties under .
this Agreement, the work must meet the approval of the ASSOCIATION and be subject to the
ASSOCIATION's intervention and recommendation to secure the satisfactory completion thereof. In the
performance of work under this Agreement, CONTRACTOR shall comply with all federal, state and
municipal laws, ordinances, rules and regulations that are applicable to CONTRACTOR'S business,
equipment, and personnel engaged in operations covered by this Agreement or accruing out of the
performance of such operations. In the event of the CONTRACTOR's noncompliance or refusal to comply
with any law or policy, the ASSOCIATION may rescind, cancel, or terminate the Agreement in whole or in
part. The CONTRACTOR Is responsible for any and all costs or liability arising from the CONTRACTOR's
failure to so comply with applicable law.
C. Audit and Monitoring
The CONTRACTOR shall cooperate with and freely participate in any auditing, monitoring or evaluation
activities conducted by the ASSOCIATION that are pertinent to the intent of this contract.
The ASSOCIATION or the State Auditor or Agency or any of their representatives shall have full access to
and the right to examine during normal business hours and as often as the ASSOCIATION or the State
Auditor may deem necessary, all of the CONTRACTOR's records with respect to all matters covered in this
contract. Such representatives shall be permitted to-audit, examine, and make excerpts or transcripts from
such records and to make audits of all contracts, invoices, materials, payrolls, and records of matters
covered by this contract. Such rights last for six (6)years from the date final payment is made hereunder.
D. Recapture Provisions
In the event that the CONTRACTOR fails to expend funds under this Agreement in accordance with state
laws and/or the provisions of this contract,the ASSOCIATION reserves the right to recapture state funds in
an amount equivalent to the extent of the noncompliance.
Such right of recapture shall exist for a period not to exceed six years following contract termination or audit
resolution,whichever is later. Repayment by the CONTRACTOR of funds under this recapture provision
shall occur within 30 days of demand. In the event that the ASSOCIATION is required to institute legal
proceedings to enforce the recapture provision, the ASSOCIATION shall be entitled to its costs thereof,-
including reasonable attorney's fees.
E. Disputes
Should any dispute, misunderstanding or conflict arise as to the terms and conditions contained in this
Contract, the matter may be referred by either party to a mutually acceptable mediator.
Both parties agree that this disputes process shall precede any action in a judicial or quasi-judicial tribunal.
Cost of mediation shall be shared equally by the parties of the dispute. In the event of any litigation arising
out of this Agreement, the prevailing party shall be reimbursed for its reasonable attorney fees from the
other party.
F. Indemnification
The CONTRACTOR agrees to hold harmless, indemnify and defend the ASSOCIATION, Its officers,
officials, agents, employees and representatives from and against any and all claims, costs,judgments,
losses, liability or suits including attorney's fees or awards for damage to property and/or for injuries,
sickness or death of persons, including claims by CONTRACTOR's own employees to which
CONTRACTOR might otherwise be immune under Title 61 RCW, arising out of or In connection with any
willful misconduct of the CONTRACTORs, their officers, agents, subcontractors or employees, in connection
with the services required by this Contract, provided, however that the CONTRACTOR's obligations to
Indemnify, defend and hold harmless shall not extend to injuries, sickness, death or damage caused by or
Washtngton State Association of Counties Exhibit A
Page 1 of 3
EXHIBIT A: General Terms and Conditions
resulting from the sole willful misconduct or negligence of the ASSOCIATION, its officers, agents or
employees.
it is specifically and expressly understood that the indemnification provided herein constitutes
CONTRACTOR's waiver of immunity under Title 51 RCW, solely for purposes of this indemnification. This
waiver has been mutually negotiated by the parties.
The ASSOCIATION's inspection or acceptance of any of the CONTRACTOR's work,when completed, shall
not be grounds to avoid'any of these covenants of indemnification.
This clause shall survive the termination or expiration of the Contract and shall continue to be in effect for
any claims or causes of action arising hereunder.
G. Ownership of Products and Premises Security
All supporting documentation, raw data and collection tools collected or developed by the CONTRACTOR in
the performance of services under this Contract, shall be released to the ASSOCIATION upon completion of
the project.
While working on the ASSOCIATION's premises, the CONTRACTOR agrees to observe and support the
ASSOCIATION's rules and policies relating to maintaining physical security of the ASSOCIATION's
premises.
H. Modifications
The ASSOCIATION and the CONTRACTOR may, from time to time, request changes in services to be
performed with the funds. Any such changes that are mutually agreed upon by the ASSOCIATION and the
CONTRACTOR shall be incorporated herein by written amendment to this contract. It is mutually agreed
and understood that no-alteration or variation of the terms of this Contract shall be valid unless made in
writing and signed by the parties hereto, and that any oral understanding or agreements not incorporated
herein, unless made in writing and signed by the parties hereto, shall not be binding.
1. Subcontracting
The CONTRACTOR shall not enter into subcontracts for any of the work contemplated under this Contract
without obtaining prior written approval of the ASSOCIATION. In no event shall the existence of a
subcontract operate to release or reduce the liability of the CONTRACTOR to the ASSOCIATION for any
breach in the performance of the CONTRACTOR's duties. This clause does not include contracts of
employment between the CONTRACTOR and personnel assigned to work under this Contract.
J. Termination.
A. Termination Upon the ASSOCIATION'S Option. The ASSOCIATION shall have the option to
terminate this Agreement at any time. Termination shall be effective upon thirty (30)days written notice
to the CONTRACTOR.
In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way
after the effective date of this Agreement and prior to normal completion, the ASSOCIATION may
terminate the Agreement, without the 30 day notice requirement, subject to renegotiation on the
ASSOCIATION'S discretion under those new funding limitations or conditions.
B. Termination Upon Reguest of Contractor. The CONTRACTOR shall have the option to terminate this
Agreement upon thirty(30)days written notice to the ASSOCIATION. CONTRACTOR is responsible for
completion of services up to the termination date.
C. Termination Upon Mutual Agreement.This contract may be terminated at any time if mutually agreed
upon by both parties and authorized by signature.
D. Rights Upon Termination. In the event of termination, the ASSOCIATION shall only be responsible to
pay for all services satisfactorily performed by CONTRACTOR to the effective date of termination, as
described in the final invoice to the ASSOCIATION.
Washington State Association of Counties Exhibit A
Page 2 of 3
EXHIBIT A: General Terms and Conditions
Work Performed at Contractor's Risk
CONTRACTOR shall be responsible for the safety of Its employees, agents and subcontractors in the
performance of the work hereunder and shall take all protections reasonably necessary for that purpose. All
work shall be done at CONTRACTOR's own risk, and CONTRACTOR shall be responsible for any loss of or
damage to materials, tools, or other articles used or held for use in connection with the work.
K. Ownership of Products and Premises Security
All supporting documentation, raw data and collection tools collected or developed by the CONTRACTOR in
the performance of services under this Agreement, shall be released to the ASSOCIATION upon completion
of the project.
While working on the ASSOCIATION's premises, the CONTRACTOR agrees to observe and support the
ASSOCiATiON's rules and policies relating to maintaining physical security of the ASSOCIATiON's
premises.
L. Severability
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 the Contract which can be given effect without
the invalid provision, if such remainder conforms to the requirements of applicable law and the fundamental
purpose of this Contract, and to this end the provisions of this Contract are declared to be severable.
M. Insurance
The CONTRACTOR shall provide insurance coverage as set vut in this Contract. The intent of the required
insurance is to protect the ASSOCIATION should there be any claims, suits, actions, costs, damages or
expenses arising from any negligent or intentional act or omission of the CONTRACTOR or subcontractor,or.
agents of either,while performing under the terms of this Contract.
The CONTRACTOR shall provide insurance coverage which shall be maintained in,full force and effect
during the term of this Contract, as follows:
1, Automobile Liability. In the event that services delivered pursuant to this Agreement involve the use of
vehicles, either owned or unowned by the CONTRACTOR, automobile liability insurance shall be
required. The minimum limit for automobile liability is$1,000,000 per occurrence, using a Combined
Single Limit for bodily Injury and property damage.
2. The insurance required shall be issued by an insurance company authorized to do business within the
State of Washington. All policies shall be primary to any other valid and collectable insurance.
CONTRACTOR shall instruct the insurers to give the ASSOCIATION 15 days advance notice of any
insurance cancellation.
CONTRACTOR shall submit to the ASSOCIATION within 15 days of the Agreement effective date, a
certificate of insurance which outlines the coverage and limits defined in the insurance section.
CONTRACTOR shall submit renewal certificates as appropriate during the term of the Agreement.
N. Compliance with Applicable Law
The CONTRACTOR and all subcontractors shall comply with, and the ASSOCIATION is not responsible for
determining compliance with,any and all applicable federal,state,and local laws,regulations,and/or policies.
This obligation includes, but is not limited to, nondiscrimination laws and/or policies; the Americans with•.''•
Disabilities Act (ADA); Title VI of the Civil Rights Act of 1964; Age Discrimination Act of 1975; and the Civil
rights Restoration Act of 1987.
In the event of the CONTRACTOR'S or subcontractor's noncompliance or refusal to comply with any law or
policy, the ASSOCIATION may rescind, cancel, or terminate the Contract in whole or In part. The
CONTRACTOR is responsible for any and all costs or liability arising from the CONTRACTOR'S failure to
so comply with applicable law.
0. Lobbying activity is prohibited under this contract.
Washington State Association of Counties Exhibit A
Page 3 of 3
EXHIBIT B: Scope of Work
BUDGET AND SCOPE OF WORK
BEAD Technical Assistance
July 1, 2024—June 30, 2025
SCOPE:
PUD 3 and HCC are seeking to apply for funding under Internet For All's BEAD Program, which
is a grant program to expand high-speed internet throughout the United States, In Washington,
the grant application process involves compiling substantial information including PUD 3 and
HCC's technical capability to design, install and successfully implement high-speed fiber in a
determined project area. The technical capability portion of the grant application is the scope of
this request. Mason County is collaborating with PUD 3 and HCC to seek grant funding for the
preparation of network designs and diagrams for a TBD project area or areas, including project
costs and a capital investment schedule, to be included in their BEAD grant application.
Network Design-develop detailed engineering designs
Application preparation prepare pro formal and BOMB
Letters of credit and attorneys'fees
Project Management and Coordination between partners
Approved activities within the framework of the grant through the Department of Commerce:
- Aiding public entities and community members in,designing local broadband
networks that maximize grant awards for the broadest connectivity of residents and
anchor institutions.
- Creating alignment between community plans and grant applications.
- The evaluation of project applications, prior to public entities submitting them to
WSBO.
- Preparing BEAD grant applications, including, but not limited to, engineering design,
letter of credit applications, and compilation of project leadership resumes.
- Helping to establish and coordinate necessary broadband workforce development
initiatives that align with the WSBO's goals.
Assisting public entities in negotiating public-private partnerships.
- Providing technical network expertise and understanding of industry practices to
public entities not familiar with the telecommunications sector.
- Providing a neutral voice when educating policymakers and community leaders, for
the application.
- Providing coordination of community efforts to maximize the outcomes of other
broadband grants in conjunction with BEAD applications.
Only expenses that match the approved scope of work within the allowable activities will be
eligible for reimbursement, which shall not exceed $37,500.
Project Reporting—Upon final invoice, the contractor will prepare a report detailing the
accomplishments and goals met during the project. Information on remaining deliverables and
financial needs of the project can be included. These reports will be shared with each county
and with the Department of Commerce.
Washington State Association of Counties Exhibit B.
Page 1 of 1
EXHIBIT C: Invoicing Instructions
Following the instructions below will help to ensure timely payments of your invoices. Invoices may be
sent quarterly or one invoice at the end of the project. Washington State Association of Counties(WSAC)
reserves the right to reject any invoice that does not include the following information or meet the
following criteria.
1. Organization's name and remittance address.
2. Contact name and phone number to direct questions regarding the invoice.
3. Organization's Federal Tax ID Number or Social Security Number(whichever is applicable).
4. Invoice number.
5. Period of performance.
6. Billable Reimbursement
Billable Reimbursement must be invoiced within the contracted amount. Provide supporting
documentation, such as detailed subcontractor invoices, to substantiate the allowable activities as
described in Exhibit B of the contract. Also, provide back-up documentation like engineering
invoices, grant writer invoices, invoices for the line of credit, and labor cost reports in relation to
the deliverables/tasks. Provide a progress report to align with the period of performance of the
Invoice.
7. Total amount of invoice.
Payment terms are net 30 from date of invoice, unless otherwise agreed in writing.
Invoices should be sent via email to finance@wsac.org or at the following address: Final Invoice must be
received no later than July 15u'.
Washington State Association of Counties
Attention:A/P Dept
206 Tenth Avenue SE
Olympia,WA 98501-1333
Questions regarding these instructions should be directed to Bridget Lockling at blockling@w_sao.org or at
(360)489-3017,
As a private non-profit, Washington States Association of Counties is tax exempt. Please contact us if
you require further information on our status.
Washington State Association of Counties Exhibit C
Page 1 of i