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HomeMy WebLinkAboutHood Canal Communications - Contract cmc c��ntr�a c� 24- \C)+ is CONTRACTAGREEMENT Between MASON COUNTY And. � HOOD CANAL COMMUNICATIONS ' ; The contract is made and entered into on this date as of the 56n day of 2024 y b and between Mason County,a Washington political subdivision("County"),and hood Canal Comnnunieations ("Recipient"), 1 PLup05B This contract supports the work of Broadband activities in Mason County by reimbursing for costs as described in the scope of work. I i I 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 reimbiuse the RECIPIENT up to$18,750 for services as described in the Scope of Work,Reimbursement shall be made upon successAll progress and completion of work to meet the deliverables and tasks detailed tluough 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 forth 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,teri�ninate 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, s i i The RECIPIENT shall make no payments ill advance or in anticipation of services or supplies to 1 be provided under this contract. i 3.Duration of Work. The period of performance under this contract will be fi om 7u1y 1,2024, tbrough Tune 3 0,2025,The contract-may be extended by tlra mutuai agrcolnent o'f the parties. 4 RelationshtU a£Parties. The patties intend that an independent contractor-client relationship i will be created by this Contract, As RECIPIENT is customarily engaged in an.independently i 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 {y 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 ,,employment insurance, are available From the COUNTY to the RECIPIENT or their j 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 gUBRECIPIEN`I 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. S.Termination,The County xnay teraninate this Agreement,for convenience or otherwise and for no consideration or damages,upon prior notice to the Recipient, 6, Inch endent Contract . Each party under the Agreement shall be for all purposes an ing contained herein will be deemed to create an association, a independent Contractor. Noth a relationship of principal and agent, or employer and employee partnership, a joint venture, or 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,inj"ries, 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 office directors,employees,and/or 4 E G i k 1 i I agents relating to the Recipients' performance or failure to perform under this Agreement, The section shall sut'vive.the expiration or termination of this Agreement. i 8, Conn fiance with Taws and Guidelines,The Recipient shall comply with all federal,state,and local laws and all regturements (including certifications and audits) of the IFR an F1'ogrant Guidelines,to the extent applicable,when seeldng Reimbursement, 9,Debarment,A.Grantee,defined as the primary participant and its principals,certifies by I signing these General Terms and Conditions that to the best of its knowledge and belief that they: for debarment,declared ineligible or i 1.Are not presently debarred,suspended,proposed. voluntarily excluded front covered transactions by any Federal department or agency. 4 U.Have not within a three-year period preceding this Grant,beeil convicted of or had a i civil judgment rendered against them for commissionof 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,maldng false statements,tax evasion,receiving stolen property'nnalcing false claims,or obstruction of justice; nil,Are not presently indicted for or otherwise crinninally or civilly charged by a governmental entity(Federal,.State,or local)with the eomnussion of any of the offenses enumerated in paragraph(1)(b)of Federal Executive Order 12549;and iv,Slave not within a three�year period preceding the signing of this Giant had one or more public transactions(Federal,State,or local)terminated for cause of default. S.Where-the Grantee is unable to certify any of the statements in this Grant,the Grantee shall attaell an explanation to this Grant, C.The Grantee agrees by signing thus Grant that it shall not lunewinngly enter into any lower-tier covered transaction with a person who is debatred,suspended,declared ineligible,or voluntarily excluded front 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 Debatnnent,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: 1,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. B.Where the lower tier Grantee is unable to certify to MY of the statements in this Grant, such,contractor shall attach an explanation to this Grant, E. The terms covered transaction, debarred, suspended, ineligible,and olus tardy excluded, as transaction person, primary covr tier covered ered transaction, principal, 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, i _ t i . t f a P i I 10,Maintenance and Audit of Records.The Recipient shall maintain records,books,documents, and other materials relovant to its performance under this Agreement. These records shall be subject to inspection, review, and audit by the Cotnity or its designee, the Washington State j Auditor's Office,and as required by the IFR and Program Guidelines for five(5)years following I ternunation 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. ! notice desuxed or requu'ed to be given hereunder shall be in writing,and shall be 11_Nottces. Any re Rid, ! deemed received.three (3) days after deposit with the U.S. Postal Service,postage fitllY p 17 certified mail,rettun receipt requested,acid 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 fiom time to time in writing forwarded in Bice planner: Hood.Canal CQXnlnunicatiOn5 Attn:Mike Oblizalo PO Box 249 Union,WA 98592 Mason CO Attn:Mark Neary 411 N Fifth St Shelton,WA 98584 12,1n 3roper Ir f lance'Eacl�party warrants that it did not and will not exuploy,retain,or contract obtaining, with any person or entity on a contingent compensation basis for the purpose of seeking, 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.Subreeiplont agrees to comply with all applicable state and federal requirements,including but not limited to those pertaining to payment tort wages nei`ica rldlig conditions,in accordance with RCW 39,12,040,the Prevailing Wag > r f - _ G 1 i i l t Disabilities Act of 1990;the Davis Bacon Act;and the Contract Work Iours and Safety 1 Standards Act providing for weekly payment of prevailing wages,mimnluin overtime pay,and 1 providing that no laborer or mechanic shall be required to work in surrouuldiilg or under or dangerous to health and safety as determined by conditions which are,unsanitary,hazardous, regulations promulgated by the Federal Secretary of Labor and/or the State of Wasbington. 14,Conflict of 11 terest,The elected and appointed ofricials and employees of the parties shall not have any personal interest,direct or indirect,which gives rise to a cOn#liet of interest. 15,Time,Time is of the essence in this Agreement. 16. Suiylv_al, 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. I 17, Amendment.No atnelldment or modification to the Agreement will be effective without the prior written consent of the authorized representatives of the parties, 18 Goverinina 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. Auly action arising out Of or in connection with the Agreement may be I 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 Tight 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 bindilig upon and inure to the benefit of the parties hereto and their respective successors, 2 1.Ass! invent,The Recipient shall not assign or transfer any of its interests in obligations under Us Agreement without the prior written consent of the County. 22 Fntire 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 comialln cation, and proposals,whether electronic,oral,or written between the parties with respect to this Agreement, 23,No Third Part Beneficl•rias.Nothing herein shall or be deemed to create or confer any right, action,orb in,to,or on the pat t of any parson or entity fiber is not a party to this Agreement. This provision shall not limit ally obligation that either Party has to t11e Washington State 1pecti011 with the use 0 ARPA funds,including Agreement.It obligati0l15 t0 Department Of Commerce In con i provide access to records and coo erate with audits as provided in thus Agr i� ? i ! ! f I j 1 ; 24.Severabili . In the event that one or more provisions of this.Agreement shall Ue deteriivain e . I be invalid by any court of competent jurisdiction or agency having jurisdiction thereof,the remainder of the Agreement shall remain in Rill,force and effect and the invalid provisions shall be deemed E deleted. This Agreement may be executed in one or more counterparts,any of*1*1r 25 Counterparts. ! shall be deemed an original but"all of which together shall constitute one and the same instrument. I 26,Authorization. Each party signing below warrants. the other party,that they haye_the fiill power'and authority to execute thus Agreement on behalf of the party for whom they sign. 4 IN WITNESS WHEREOF,ties Agreement is executed and shall become effective as of the last j ? -date signed below. DATED this 6 day of �P 'v>i -•�,2024. I + RECIPIENT,HOOD CANAL COMMUNICATIONS � I Aebzalo � ,2024. � ' DAT1D this day of ;; , J--�� r-r�` 1 ? I COUNTY ADMINISTRATOR 1 j MASON COUNTY�Admin�i WASH INGTON ► ! 1 �M'ark r-y,County trato f I ATTEST:' I j McKenzie Smitir,Clerlc`Mf the Board ! I APPROVED AS TO FORM: I T�WhieadluDPA ! I f i i I . 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. Organizatlon's name and remittance address. 2. Contact name and phone number to direct quesllons regarding the Invoice. S. organization's Federal Tax ID Number or Social Security Number(whichever Is applicable). 4. Invoice number. 6. Period of performance. ` 6. Billable Reimbursement i Billable Reimbursement must be Invoiced wlthin 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. i Payment terms are net 30 from the date of invoice unless otherwise agreed In writing. Y � Invoices should be sent via email to Jbelerle(amasoncountywa.goy or at the following address:Final Invoice must be received no later than July 1614 i Mason County Attention: Budget Office 411 N,601 Street Shelton,WA 98684 Questlors regarding.these instructions should be directed to Jennifer Belerle at(360)427-9670 ext,532, � i i I l i . I . i I