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HomeMy WebLinkAboutPublic Utility District No. 3 - Contract me wi* a& # 2k- Mp CONTRACT AGREEMENT Between MASON COUNTY And MASON COUNTY PUBLIC UTILIY DISTRICT NO. 3 The contract is made and entered into on this date as of the_56% day of �)Membe_q_, 2024, by and between Mason County, a Washington political subdivision("County"), and Mason County Public Utility District No.3('Recipient"). Purpose This contract supports the work of Broadband activities in Mason County by reimbursing for costs as.described in the scope of work. NOW, THEREFORE, in consideration of the foregoing recitals which are incorporated herein by reference, and the terms and conditions set forth below,the parties agree as follows: 1. Effective Date and Term. This Agreement shall commence when last executed by all parties and remain in effect until June 30,2025, unless terminated by the County in writing. Description of Work. The RECIPIENT shall perform work as described in Attachment A, "Scope of Work," which is attached hereto and incorporated herein by this reference, according to the existing standard of care for such services. RECIPIENT shall not perform any additional services without the expressed permission of the COUNTY. 2. Payment. A. The COUNTY shall reimburse the RECIPIENT up to $18,750 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 through June 30, 2025. This is the maximum amount to be paid under this Agreement, and shall not be exceeded without prior written authorization from the COUNTY in the form of a negotiated and executed supplemental agreement. B. The COUNTY shall pay the RECIPIENT upon receipt of properly completed invoices, which shall be submitted to the COUNTY quarterly. If expenses are invoiced,the RECIPIENT must provide a detailed breakdown of authorized expenses identifying this project, according to the instructions set forth in Attachment B,"Invoicing Instructions." The COUNTY may, in its sole discretion,terminate the Contract or withhold payments claimed by the RECIPIENT for services rendered or expenses claimed if the RECIPIENT fails to satisfactorily comply with any term or condition of the contract. The RECIPIENT 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 RECIPIENT is customarily engaged in an independently established profession that encompasses the specific service provided to the COUNTY hereunder, no agent, employee, representative, or subcontractor of RECIPIENT shall be or shall be deemed to be the employee, agent,representative, or subcontractor of the COUNTY. None of the benefits provided by the COUNTY to its employees,including,but not limited to,compensation,insurance, and unemployment insurance, are available from the COUNTY to the RECIPIENT or their employees, agents, representatives, or subcontractors. RECIPIENT 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 SUBRECIPIENT agents,employees,representatives,and subcontractors during the performance of this Contract. The COUNTY may, during the term of this Contract, engage other independent contractors to perform the same or similar work that RECIPIENT performs hereunder. 5. Termination. The County may terminate this Agreement, for convenience or otherwise and for no consideration or damages, upon prior notice to the Recipient. 6. Independent Contractor. Each party under the Agreement shall be for all purposes an independent Contractor. Nothing contained herein will be deemed to create an association, a partnership, a joint venture, or a relationship of principal and agent, or employer and employee between the parties. The Recipient shall not be, or be deemed to be, or act or purport to act, as an employee, agent, or representative of the County for any purpose. 7. Indemnification. The Recipient agrees to defend, indemnify, and hold the County, its officers, officials,employees,agents,and volunteers harmless from and against any and all claims, injuries, damages, losses, or expenses including without limitation personal injury,bodily injury,sickness, disease,or death,or damage to or destruction of property,which are alleged or proven to be caused in whole or in part by an act or omission of the Recipient, its officers, directors,employees, and/or agents relating to the Recipients' performance or failure to perform under this Agreement. The section shall survive the expiration or termination of this Agreement. 8. Compliance with Laws and Guidelines. The Recipient shall comply with all federal, state, and local laws and all requirements (including certifications and audits) of the IFR and Program Guidelines,to the extent applicable,when seeking Reimbursement. 9. Debarment. A. Grantee, defined as the primary participant and its principals, certifies by signing these General Terms and Conditions that to the best of its knowledge and belief that they: i. Are not presently debarred, suspended,proposed for debarment, declared ineligible or voluntarily excluded from covered transactions by any Federal department or agency. ii. Have not within a three-year period preceding this Grant, been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public or private agreement or transaction,violation of Federal or State antitrust statutes or commission of embezzlement,theft, forgery, bribery, falsification or destruction of records,making false statements,tax evasion, receiving stolen property, making false claims, or obstruction of justice; iii.Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local)with the commission of any of the offenses enumerated in paragraph(1)(b) of Federal Executive Order 12549; and iv. Have not within a three-year period preceding the signing of this Grant had one or more public transactions (Federal, State, or local)terminated for cause of default. B. Where the Grantee is unable to certify any of the statements in this Grant,the Grantee shall attach an explanation to this Grant. C. The Grantee agrees by signing this Grant that it shall not knowingly enter into any lower-tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction unless authorized by COMMERCE. D. The Grantee further agrees by signing this Grant that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion- Lower Tier Covered Transaction," as follows,without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions: i. The lower tier Grantee certifies, by signing this Grant that neither it nor its principals is presently debarred, suspended,proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. ii. Where the lower tier Grantee is unable to certify to any of the statements in this Grant, such contractor shall attach an explanation to this Grant. E. The terms covered transaction, debarred, suspended, ineligible, lower tier covered transaction person, primary covered transaction, principal, and voluntarily excluded, as used in this section have the meanings set out in the Definitions and Coverage sections of the rules implementing Executive Order 12549. You may contact COMMERCE for assistance in obtaining a copy of these regulations. 10. Maintenance and Audit of Records. The Recipient shall maintain records, books, documents, and other materials relevant to its performance under this Agreement. These records shall be subject to inspection, review, and audit by the County or its designee, the Washington State Auditor's Office, and as required by the IFR and Program Guidelines for five (5)years following termination of this Agreement. If it is determined during the course of the audit that the Recipient was reimbursed for unallowable costs under this Agreement or any, the Recipient agrees to promptly reimburse the County for such payments upon request. 11. Notices. Any notice desired or required to be given hereunder shall be in writing, and shall be deemed received three (3) days after deposit with the U.S. Postal Service, postage fully prepaid, certified mail, return receipt requested, and addressed to the party to which it is intended at its last known address, or to such other person or address as either party shall designate to the other from time to time in writing forwarded in like manner: Mason County Public Utility District No. 3 Attn: Annette Creekpaum PO BOX 2148 Shelton, WA 98584 Mason County Attn: Mark Neary 411 N Fifth St Shelton, WA 98584 12. Improper Influence. Each party warrants that it did not and will not employ, retain, or contract with any person or entity on a contingent compensation basis for the purpose of seeking,obtaining, maintaining, or extending this Agreement. Each party agrees, warrants, and represents that no gratuity whatsoever has been or will offered or conferred with a view towards obtaining, maintaining, or extending this Agreement. 13. Labor Standards. Subrecipient agrees to comply with all applicable state and federal requirements, including but not limited to those pertaining to payment of wages and working conditions, in accordance with RCW 39.12.040,the Prevailing Wage Act;the Americans with Disabilities Act of 1990;the Davis-Bacon Act; and the Contract Work Hours and Safety Standards Act providing for weekly payment of prevailing wages,minimum overtime pay, and providing that no laborer or mechanic shall be required to work in surrounding or under conditions which are unsanitary,hazardous, or dangerous to health and safety as determined by regulations promulgated by the Federal Secretary of Labor and/or the State of Washington. 14. Conflict of Interest. The elected and appointed officials and employees of the parties shall not have any personal interest, direct or indirect,which gives rise to a conflict of interest. 15. Time. Time is of the essence in this Agreement. 16. Survival. The provisions of this Agreement that by their sense and purpose should survive expiration or termination of the Agreement shall so survive. Those provisions include without limitation Indemnification and Maintenance and Audit of Records. 17. Amendment. No amendment or modification to the Agreement will be effective without the prior written consent of the authorized representatives of the parties. 18. Governing Law; Venue. The Agreement will be governed in all respects by the laws of Washington State, both as to interpretation and performance,without regard to conflicts of law or choice of law provisions. Any action arising out of or in connection with the Agreement may be instituted and maintained only in a court of competent jurisdiction in Mason County,Washington, or as provided by RCW 36.01.050. 19.Non-Waiver No failure on the part of the County to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by the County of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedy available to the County at law,or in equity. 20. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors. 21.Assignment._ The Recipient shall not assign or transfer any of its interests in obligations under this Agreement without the prior written consent of the County. 22. Entire Agreement. This Agreement constitutes the entire agreement between the County and the Recipient for the use of funds received under this Agreement and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between the parties with respect to this Agreement. 23.No Third Party Beneficiaries.Nothing herein shall or be deemed to create or confer any right, action, or benefit in,to, or on the part of any person or entity that is not a party to this Agreement. This provision shall not limit any obligation that either Party has to the Washington State Department of Commerce in connection with the use of ARPA funds, including the obligations to provide access to records and cooperate with audits as provided in this Agreement. 24. Severability. In the event that one or more provisions of this Agreement shall be determined to be invalid by any court of competent jurisdiction or agency having jurisdiction thereof,the remainder of the Agreement shall remain in full force and effect and the invalid provisions shall be deemed deleted. 25. Counterparts. This Agreement may be executed in one or more counterparts, any of which shall be deemed an original but all of which together shall constitute one and the same instrument. 26. Authorization. Each party signing below warrants to the other party, that they have the full power and authority to execute this Agreement on behalf of the party for whom they sign. IN WITNESS WHEREOF, this Agreement is executed and shall become effective as of the last date signed below. DATED this day of D2cemheV. , 2024. RECIPIENT,MASON COUNTY PUBLIC UTILITY DISTRICT NO. 3 Matte C eek agw nnette ree paum, DATED this, day of Vc , 2024. COUNTY ADMINISTRATOR MASON COUNTY, WASHINGTON ar ;ry, County Administrator ATTEST: McKenzie Smith, derk of the Board APPROVED AS TO FORM: Tim Whitehead, Chief DPA ATTACHMENT A SCOPE OF WORK 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 forms and BOMs - 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$18,750 for each participant. Project Reporting—Upon final invoice,the RECIPIENT 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. ATTACHMENT B 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. Mason County 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 the date of invoice unless otherwise agreed in writing. Invoices should be sent via email to Jbeierle masoncountywa.gov or at the following address: Final invoice must be received no later than July 15tn Mason County Attention: Budget Office 411 N. 5tn Street Shelton, WA 98584 Questions regarding these instructions should be directed to Jennifer Beierle at(360)427-9670 ext. 532.