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HomeMy WebLinkAboutFranklin Co Emergency Management (FCEM) PSA - Various Counties 09.01.2012 PROFESSIONAL SERVICES CONTRACT FRANKLIN COUNTY EMERGENCY MANAGEMENT & BENTON, WALLA WALLA, YAKIMA, KLICKITAT COUNTIES & YAKAMA NATION THIS CONTRACT is made and entered into in duplicate originals by and between FRANKLIN COUNTY EMERGENCY MANAGEMENT, a political subdivision of Franklin County, with its office located at 502 Boeing Street, Pasco, Washington 99301, hereinafter "FCEM," and the City of Pasco, with their principal office at 525 N. Third Ave, Pasco, Washington 99301, hereinafter"CONTRACTOR." In consideration of the mutual benefits and covenants contained herein, the parties agree as follows: 1. DURATION OF CONTRACT The term of this Contract shall begin 1 September 2012, and shall terminate 31 July 2014. 2. SERVICES PROVIDED BY THE CONTRACTOR The CONTRACTOR shall perform the following services: Plan, train, and exercise their emergency responders and assess the readiness of their jurisdictions, (Benton, Franklin, Klickitat, Walla Walla, Yakima and Yakama Nation Tribe), to prepare for and respond to a terrorist attack. a. A detailed description of the services to be performed by the CONTRACTOR is set forth in Exhibit "A," which is attached hereto and incorporated herein by reference. b. The CONTRACTOR agrees to provide its own labor and materials. Unless otherwise provided for in the Contract, no material, labor, or facilities will be furnished by FCEM. c. The CONTRACTOR shall complete its work in a timely manner and in accordance with the schedule agreed to by the parties and stipulated in Washington State Contract #: E13-153, FFY 2012 Homeland Security Grant Program, State Homeland Security Program, CFDA #: 97.067 - HSGP. Two items need to be noted: 1.) At a minimum, 25% of the 2012 SHSP award must be spent on law enforcement terrorism prevention- activities; 2.) The Contractor will not be reimbursed for personnel costs in excess of 50% of their portion of the 2012 SHSP award. d. The CONTRACTOR WILL prepare and present status reports semi- annually and other information that may be pertinent and necessary, or as may be requested by FCEM. Reimbursements will be held if not completed. CONTRACT NUMBER: E13-153 (SHSP ' 12) Page 1 of 18 F:\SHSP 2012\City of Pasco\SHSP 12 PSC-Pasco-Fire.docx e. The Contractor shall use the funds to perform tasks as described in the Statement of Work and Budget portions of this contract. f. The Contractor shall submit required Progress Reports to the Region 8 Lead County as required in the contract Milestones. g. The Contractor shall submit at a maximum-monthly and a minimum- quarterly, signed and approved, invoice vouchers (State Form A-19) and a Reimbursement Spreadsheet to FCEM for costs incurred. h. The Contractor agrees that all exercises must comply with the Homeland Security Exercise Evaluation Program (HSEEP). Upon completion of the exercise, an After Action Report and an Improvement Plan must be prepared and submitted to the FEMA portal within 60 days of completion of the exercise. Reimbursements for exercise related expenditures cannot be made until this requirement has been met. The Contractor agrees that to receive any federal preparedness funding, all environmental and Historical Protection (EHP) Program compliance requirements outlined in applicable guidance must be met. The Contractor is advised that all projects that involve disturbing earth, communication towers, physical security enhancements, new construction, renovation, and modifications to buildings and structures that are 50 years old or older require EHP review. All other projects, including training and exercise activities, must be evaluated to determine impact. If impact is identified they must also go through an EHP review. j. The Contractor agrees that to receive any federal preparedness funding, all National Incident Management System (NIMS) compliance requirements outlined in applicable guidance must be met. k. The Contractor agrees that grant funds may not be used to replace or supplant existing funding. I. The Contractor agrees to provide a match of$0 of non-federal origin. m. The Contractor acknowledges that since this contract involves federal funding, the period of performance described herein will likely begin prior to the availability of appropriated federal funds. The Contractor agrees that it will not hold FCEM, the State of Washington, or the United States liable for any damages, claim for reimbursement, or any type of payment whatsoever for services performed under this contract prior to distribution of appropriated federal funds. n. The Contractor agrees that it will not hold FCEM, the State of Washington, or the United States liable for any damages, claim for reimbursement or any CONTRACT NUMBER: E13-153 (SHSP ' 12) Page 2 of 18 F:\SHSP 2012\City of Pasco\SHSP 12 PSC-Pasco-Fire.docx type of payment if federal funds are not appropriated or are not appropriated in a particular amount. 3. SERVICES PROVIDED BY FCEM In order to assist the CONTRACTOR in fulfilling its duties under this Contract, FCEM shall provide the following: a. Relevant information as exists to assist the CONTRACTOR with the performance of the CONTRACTOR'S services. b. Coordination with other Counties or other Consultants as necessary for the performance of the CONTRACTOR'S services. c. Reimbursement for planning, training, and exercise to be vouchered in a timely manner. 4. CONTRACT REPRESENTATIVES a. For CONTRACTOR: City of Pasco Name of Representative: Gary Crutchfield Title: City Manager Mailing Address: 525 N. Third Ave City, State, and Zip Code: Pasco, Washington, 99301 Telephone Number: (509) 545-3404 Fax Number: (509) 545-3403 E-Mail Address: crutchfieldcapasco-wa.gov b. For FCEM: Franklin County Emergency Management Name of Representative: Sean T. Davis Title: Director Mailing Address: 502 Boeing Street City, State, and Zip Code: Pasco, WA 99301 Telephone Number: (509) 545-3546 CONTRACT NUMBER: E13-153 (SHSP ' 12) Page 3 of 18 F:\SHSP 2012\City of Pasco\SHSP 12 PSC-Pasco-Fire.docx Fax Number: (509) 545-2139 E-Mail Address: sdavisaco.franklin.wa.us 5. COMPENSATION a. For the services performed hereunder, the CONTRACTOR shall be paid by reimbursement through state A-19 process not to exceed $16,000.00 for the duration of this contract. b. No payment shall be made for any work performed by the CONTRACTOR, except for work identified and set forth in this Contract or supporting exhibits or attachments. c. The CONTRACTOR may, in accordance with Exhibit "B," submit invoices to FCEM not less than quarterly and not more than once per month during the progress of the work for partial payment of work completed to date. Invoices shall cover the time CONTRACTOR performed work for FCEM during the billing period. FCEM shall pay the CONTRACTOR for services rendered in the month following the actual delivery of the work and will remit payment within thirty (30) days from the date of billing. d. The CONTRACTOR shall not be reimbursed for services rendered under this Contract unless and until they have performed in compliance with the state contract. e. In the event the CONTRACTOR has failed to perform any substantial obligation to be performed by the CONTRACTOR under this Contract and such failure has not been cured within ten (10) days following notice from FCEM, then FCEM may, in its sole discretion, upon written notice to the CONTRACTOR, withhold any and all monies due and payable to the CONTRACTOR, without penalty, until such failure to perform is cured or otherwise adjudicated. "Substantial" for purposes of this contract means faithfully fulfilling the terms of this contract with variances only for technical or minor omissions or defects. f. Unless otherwise provided for in this Contract or any exhibits or attachments hereto, the CONTRACTOR will not be paid for any billings or invoices presented for payment prior to the execution of this Contract or after its termination. 6. AMENDMENTS AND CHANGES IN WORK a. No amendment, modification, or renewal shall be made to this Contract unless set forth in a written Contract Amendment, signed by both parties and attached to this Contract. Work under a Contract Amendment shall not proceed until the Contract Amendment is duly executed by FCEM. 7. HOLD HARMLESS AND INDEMNIFICATION CONTRACT NUMBER: E13-153 (SHSP ' 12) Page 4 of 18 F:\SHSP 2012\City of Pasco\SHSP 12 PSC-Pasco-Fire.docx a. The CONTRACTOR does release, indemnify and promise to defend and save harmless FCEM, its elected officials, officers, employees and agents from and against any and all liability, loss, damages, expense, action , and claims, including costs and reasonable attorney's fees incurred by FCEM, its elected officials, officers, employees and agents in defense thereof, asserting or arising directly or indirectly on account of or out of the performance of service pursuant to this agreement. In making such assurances, the contractor specifically agrees to indemnify and hold harmless FCEM from any and all bodily injury claims brought by employees of the contractor and expressly waives its immunity under the Industrial Insurance Act as to those claims which are brought against the FCEM. Provided, however, this paragraph does not purport to indemnify FCEM against the liability for damages arising out of bodily injuries to person or damages caused by or resulting from the sole negligence of FCEM, its elected officials, officers, employees and agents. b. In any and all claims against FCEM, officers, officials, employees, and agents by any employee of the Consultant, subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, the indemnification obligation under this Section shall not be limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable by or for the CONSULTANT or subcontractor under Worker's Compensation acts, disability benefit acts, or other employee benefit acts, it being clearly agreed and understood by the parties hereto that the CONSULTANT expressly waives any immunity the CONSULTANT might have had under such laws. By executing the Contract, the CONSULTANT acknowledges that the foregoing waiver has been mutually negotiated by the parties and that the provisions of this Section shall be incorporated, as relevant, into any contract the CONSULTANT makes with any subcontractor or agent performing work hereunder. c. The CONTRACTOR'S obligations hereunder shall include, but are not limited to, investigating, adjusting and defending all claims alleging loss from action, error or omission, or breach of any common law, statutory or other delegated duty by the CONTRACTOR, the CONTRACTOR'S employees, agents or subcontractors. 8. FEDERAL DEBARMENT, SUSPENSION, INELIGIBILITY, and VOLUNTARY EXCLUSION (Frequently Asked Questions) What is "Debarment, Suspension, Ineligibility, and Voluntary Exclusion"? These terms refer to the status of a person or company that cannot contract with or receive grants from a federal agency. In order to be debarred, suspended or ineligible, or voluntarily excluded, you must have: • Had a contract or grant with a federal agency, and • Gone through some process where the federal agency notified or attempted to notify you that you could not contract with the federal agency. • Generally, this process occurs where you, the contractor, are not qualified or are not adequately performing under a contract, or have violated a regulation or law pertaining to the contract. CONTRACT NUMBER: E13-153 (SHSP ' 12) Page 5 of 18 F:\SHSP 2012\City of Pasco\SHSP 12 PSC-Pasco-Fire.docx Why am I required to sign this certification? You are requesting a contract or grant with the Washington Military Department. Federal law (Executive Order 12549) requires Washington Military Department ensure that persons or companies that contract with Washington Military Department are not prohibited from having federal contracts. What is Executive Order 12549? Executive Order 12549 refers to Federal Executive Order Number 12549. The executive order was signed by the President and directed federal agencies to ensure that federal agencies, and any state or other agency receiving federal funds were not contracting or awarding grants to persons, organizations, or companies who have been excluded from participating in federal contracts or grants. Federal agencies have codified this requirement in their individual agency Code of Federal Regulations (CFRs). What is the purpose of this certification? The purpose of the certification is for you to tell Washington Military Department in writing that you have not been prohibited by federal agencies from entering into a federal contract. What does the word "proposal" mean when referred to in this certification? Proposal means a solicited or unsolicited bid, application, request, invitation to consider, or similar communication from you to Washington Military Department. What or who is a "lower tier participant"? Lower tier participants means a person or organization that submits a proposal, enters into contracts with, or receives a grant from Washington Military Department, OR any subcontractor of a contract with Washington Military Department. If you hire subcontractors, you should require them to sign a certification and keep it with your subcontract. What is a covered transaction when referred to in this certification? Covered Transaction means a contract, oral or written agreement, grant, or any other arrangement where you contract with or receive money from Washington Military Department. Covered Transaction does not include mandatory entitlements and individual benefits. CONTRACT NUMBER: E13-153 (SHSP ' 12) Page 6 of 18 F:\SHSP 2012\City of Pasco\SHSP 12 PSC-Pasco-Fire.docx Debarment Certification: The Contractor certifies that the Contractor is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participating in this Contract by any Federal department or agency. If requested by Washington Military Department, the Contractor shall complete a Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion form. Any such form completed by the Contractor for this Contract shall be incorporated into this Contract by reference. Debarment, Suspension, Ineligibility or Voluntary Exclusion Certification Form Name Doing business as (DBA) Address: Applicable DUNS #: Federal Procurement or Employer Tax 525 N. Third Ave. Solicitation #, if any: Identification #: Pasco,WA 99301 91-6001264 This certification is submitted as part of a request to contract. Instructions For Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion—Lower Tier Covered Transactions READ CAREFULLY BEFORE SIGNING THE CERTIFICATION. Federal regulations require contractors and bidders to sign and abide by the terms of this certification, without modification, in order to participate in certain transactions directly or indirectly involving federal funds. 1. By signing and submitting this proposal, the prospective lower tier participant is providing the certification set out below. 2. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment. 3. The prospective lower tier participant shall provide immediate written notice to the department, institution, or office to which this proposal is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or had become erroneous by reason of changed circumstances. 4. The terms covered transaction, debarred, suspended, ineligible, lower tier covered transaction, participant, person, primary covered transaction, principal, proposal, and voluntarily excluded, as used in this clause, have the meaning set out in the Definitions and Coverage sections of rules implementing Executive Order 12549. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations. 5. The prospective lower tier participant aggress by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is proposed for debarment under the applicable CFR, debarred, suspended, declared ineligible, or voluntarily excluded from CONTRACT NUMBER: E13-153 (SHSP ' 12) Page 7 of 18 F:\SHSP 2012\City of Pasco\SHSP 12 PSC-Pasco-Fire.docx participation in this covered transaction, unless authorized by the department or agency with which this transaction originated. 6. The prospective lower tier participant further agrees by submitting this proposal that it will include this clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower tier Covered Transaction,"without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions. 7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not proposed for debarment under applicable CFR, debarred, suspended, ineligible, or voluntarily excluded from covered transactions, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the List of Parties Excluded from Federal Procurement and Non-procurement Programs. 8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business activity. 9. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is proposed for debarment under applicable CFR, suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the department or agency with which this transaction originated may purse available remedies, including suspension and/or debarment. Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion—Lower Tier Covered Transactions The prospective lower tier participant certifies, by submission of this proposal or contract, 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. Where the prospective lower tier participant is unable to certify to any of the statements in this ce ' ' tion, such ctive participant shall attach an explanation to this form. Bidder or Contractor Signature: Print Name and Title: Gary Crutchfield, City Manager- Pasco Date: S-C)27 CONTRACT NUMBER: E13-153 (SHSP ' 12) Page 8 of 18 F:\SHSP 2012\City of Pasco\SHSP 12 PSC-Pasco-Fire.docx 9. NATIONAL INCIDENT MANAGEMENT SYSTEM (NIMS) COMPLIANCE CERTIFICATION: The Contractor understands National Incident Management System (NIMS) compliance is required to receive Federal preparedness assistance grants beginning October 1, 2006. The Contractor certifies, by signing this agreement, that the contractor and its principals have met NIMS compliance requirements and state reporting requirements and shall meet NIMS compliance requirements and state reporting requirements for subsequent federal fiscal years during the performance period of this contract. The NIMS Integration Center (NIC) web page: http://www.fema.gov/emergency/nims provides information about NIMS and guidance to determine the extent to which jurisdictions are already compliant, as well as identify the NIMS requirements that have not been met. The Contractor and its principals are required to report NIMS compliance to the State via the online form available on the State's homepage: http://www.emd.wa.gov/. It is understood that failure to comply with NIMS standards/requirements will result in loss/recapture of funding from Homeland curity Gran ' Bidder or Contractor Signature: '�1 Print Name and Title: Gary Crutchfield, City Manager - Pasco Date: g ' '1` CONTRACT NUMBER: E13-153 (SHSP ' 12) Page 9 of 18 F:\SHSP 2012\City of Pasco\SHSP 12 PSC-Pasco-Fire.docx 10. TERMINATION a. FCEM may terminate this Contract in whole or in part whenever FCEM determines, in its sole discretion that such termination is in the best interests of FCEM. FCEM may terminate this Contract upon giving ten (10) days written notice by Certified Mail to the CONTRACTOR. In that event, FCEM shall pay the CONTRACTOR for all cost incurred by the CONTRACTOR in performing the Contract up to the date of such notice. Payment shall be made in accordance with Section 5 of this Contract. b. In the event that funding for this project is withdrawn, reduced, or limited in any way after the effective date of this Contract, FCEM may summarily terminate this Contract notwithstanding any other termination provision of this Contract. Termination under this paragraph shall be effective upon the date specified in the written notice of termination sent by FCEM to the CONTRACTOR. After the effective date, no charges incurred under this Contract are allowable. c. If the CONTRACTOR breaches any of its obligations hereunder, and fails to cure the breach within ten (10) days of written notice to do so by FCEM, FCEM may terminate this Contract, in which case FCEM shall pay the CONTRACTOR only for the costs of services accepted by FCEM, in accordance with Section 5 of this Contract. Upon such termination, FCEM, at its discretion, may obtain performance of the work elsewhere, and the CONTRACTOR shall bear all costs and expenses incurred by FCEM in completing the work and all damage sustained by FCEM by reason of the CONTRACTOR'S breach. 11. NON-WAIVER OF RIGHTS The parties agree that the excuse or forgiveness of performance or waiver of any provision(s) of this Contract does not constitute a waiver of such provision(s) or future performance, or prejudice the right of the waiving party to enforce any of the provisions of this Contract, at a later time. 12. INDEPENDENT CONTRACTOR a. The CONTRACTOR'S services shall be furnished by the CONTRACTOR as an Independent Contractor and not as an agent, employee, or servant of FCEM. The CONTRACTOR specifically has the right to direct and control CONTRACTOR'S own activities in providing the agreed services in accordance with the specifications set out in this Contract. b. The CONTRACTOR acknowledges that the entire compensation for this Contract is set forth in Section 5 of this Contract, and the CONTRACTOR is not entitled to any FCEM benefits, including, but not limited to: vacation pay, holiday pay, sick leave pay, medical, dental, or other insurance benefits, fringe benefits, or any other rights or privileges afforded to FCEM employees. CONTRACT NUMBER: E13-153 (SHSP ' 12) Page 10 of 18 F:\SHSP 2012\City of Pasco\SHSP 12 PSC-Pasco-Fire.docx c. The CONTRACTOR shall have and maintain complete responsibility and control over all of its subcontractors, employees, agents, and representatives. No subcontractor, employee, agent, or representative of the CONTRACTOR shall be or deem to be or act or purport to act as an employee, agent, or representative of FCEM. d. The CONTRACTOR shall assume full responsibility for the payment of all payroll taxes, use, sales, income, or other form of taxes, fees, licenses, excises, or payments required by any city, county, federal, or state legislation which is now or may during the term of this Contract be enacted as to all persons employed by the CONTRACTOR and as to all duties, activities and requirements by the CONTRACTOR in performance of the work on this project and under this Contract and shall assume exclusive liability therefor, and meet all requirements thereunder pursuant to any rules or regulations. 13. COMPLIANCE WITH LAWS The CONTRACTOR shall comply with all applicable federal, State and local laws, rules and regulations in performing this Contract. Non-federal contractors receiving financial assistance of $300,000 or more in federal funds from all sources, direct and indirect, are required to have a single or program-specific audit conducted in accordance with the Office of Management and Budget (OMB) Circular A-133- Audit of States, Local Governments, and Non-Profit Organizations (revised June 27, 2003, effective for fiscal years ending after December 31, 2003). Non-federal entities that spend less than $300,000 a year in federal awards are exempt from federal audit requirement for that year, except as noted in Circular No. A-133. Circular A-133 available on the OMB Home Page at http://www.omb.qov and then select "Grants Management" followed by "Circulars". Contractors required to have an audit must ensure the audit is performed in accordance with Generally Accepted Auditing Standards (GAAS); Government Auditing Standards (the Revised Yellow Book) developed by the Comptroller General and the OMB Compliance Supplement. The Contractor has the responsibility of notifying the State Auditor's Office and requesting an audit. The Contractor shall maintain records and accounts so as to facilitate the audit requirement and shall ensure that any subcontractors also maintain auditable records. The Contractor is responsible for any audit exceptions incurred by its own organization or that of its subcontractors. Responses to any unresolved management findings and disallowed or questioned costs shall be included with the audit report. The Contractor must respond to FCEM requests for information or corrective action concerning audit issues within 30 days of the date of request. FCEM reserves the right to recover from the Contractor all disallowed costs resulting from the audit. Once the single audit has been completed, the Contractor must send a full copy of the audit to FCEM and a letter stating there were no findings or if there were findings, the letter CONTRACT NUMBER: E13-153 (SHSP ' 12) Page 11 of 18 F:\SHSP 2012\City of Pasco\SHSP 12 PSC-Pasco-Fire.docx should provide a list of the findings. The Contractor must send the audit report and the letter no later than nine (9) months after the end of the Contractor's fiscal year(s) to: Franklin County Emergency Management 502 Boeing Street Pasco, WA 99301 In addition to sending a copy of the audit, the Contractor must include a corrective action plan for any audit findings and a copy of the management letter if one was received. 14. PROCUREMENT The Sub-grantee shall comply with all procurement requirements of 44 CFR Part 13.36, Procurement. All sole source contracts expected to exceed $100,000 must be submitted to the Department for review and approval prior to the Sub-grantee's award and execution of a contract. This requirement must be passed on to all of the Sub-grantee's sub- contractors, at which point the Sub-grantee will be responsible for reviewing and approving their sub-contractor's sole source justifications. Per the 44 CFR Part 13.36, the Sub-grantee's contracts must contain the following provisions: Administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as may be appropriate. (Contracts more than $100,000) Termination for cause and for convenience by the Sub-grantee including the manner by which it will be effected and the basis for settlement. (All contracts in excess of$10,000) a. Compliance with Executive Order 11246 of September 24, 1965, entitled "Equal Employment Opportunity," as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR Chapter 60). (All construction contracts awarded in excess of$10,000) b. Compliance with the Copeland "Anti-Kickback" Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3). (All contracts and sub-grants for construction or repair) c. Compliance with the Davis-Bacon Act (40 U.S.C. 276a to 276a-7) as supplemented by Department of Labor regulations (29 CFR part 5). (Construction contracts in excess of $2,000 awarded when required by Federal grant program legislation) d. Compliance with Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-330) as supplemented by Department of Labor regulations (29 CFR Part 5). (Construction contracts in excess of $2,000, and in excess of $2,500 for other contracts which involve the employment of mechanics or laborers) e. Notice of requirements and regulations pertaining to reporting. f. Notice of awarding agency requirements and regulations pertaining to patent rights with respect to any discovery or invention which arises or is developed in the course of or under such contract. g. Requirements and regulations pertaining to copyrights and rights in data. CONTRACT NUMBER: E13-153 (SHSP ' 12) Page 12 of 18 F:\SHSP 2012\City of Pasco\SHSP 12 PSC-Pasco-Fire.docx h. Access by the Department, the Sub-grantee, the Federal grantor agency, the Comptroller General of the United States, or any of their duly authorized representatives to any books, documents, papers, and records of the contractor which are directly pertinent to that specific contract for the purpose of making audit, examination, excerpts, and transcriptions. i. Retention of all required records for six years after the Sub-grantee makes final payments and all other pending matters are closed. j. Compliance with all applicable standards, orders, or requirements issued under section 306 of the Clean Air Act (42 U.S.C. 1857(h)), section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR part 15). (Contracts, subcontracts, and sub-grants of amounts in excess of$100,000) k. All recipients of financial assistance will comply with the requirements of the Federal regulations at 45 CFR Part 46, which requires that recipients comply with applicable provisions/law for the protection of human subjects for purposes of research. I. All recipients of financial assistance will comply with the requirements of Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency. m. If, during the past three years, the recipient has been accused of discrimination on the grounds of race, color, national origin (including limited English proficiency), sex, age, disability, religion, or familial status, the recipient must provide a list of all such proceedings, pending or completed, including outcome and copies of settlement agreements to the Department for forwarding to the DHS awarding office and the DHS Office of Civil Rights and Civil Liberties. In the event any court or administrative agency makes a finding of discrimination on grounds of race, color, national origin (including limited English proficiency), sex, age, disability, religion, or familial status against the recipient, or the recipient settles a case or matter alleging such discrimination, recipients must forward a copy of the complaint and findings to the DHS Component and/or awarding office. The United States has the right to seek judicial enforcement of these obligations. n. Sub-grantee must obtain prior approval prior to using the DHS seal(s), logos, crests or reproductions of flags or likenesses of DHS agency officials, including use of the United States Coast Guard seal, logo, crests or reproductions of flags or likenesses of Coast Guard officials. o. All recipients of financial assistance will comply with the requirements that project activities carried on outside the United States are coordinated as necessary with appropriate government authorities and that appropriate licenses, permits, or approvals are obtained. 15. INSPECTION OF BOOKS AND RECORDS FCEM may, at reasonable times, inspect the books and records of the CONTRACTOR relating to the performance of this Contract. The CONTRACTOR shall keep all records required by this Contract for five (5) years after termination of this Contract for audit purposes. CONTRACT NUMBER: E13-153 (SHSP ' 12) Page 13 of 18 F:\SHSP 2012\City of Pasco\SHSP 12 PSC-Pasco-Fire.docx 16. NONDISCRIMINATION The CONTRACTOR, its assignees, delegates, or subcontractors shall not discriminate against any person in the performance of any of its obligations hereunder on the basis of race, color, creed, religion, national origin, age, sex, marital status, Veteran status, sexual orientation or the presence of any disability. Implementation of this provision shall be consistent with Initiative 200, Sec. 1 (effective 12/3/98). 17. DISPUTES Difference between the CONTRACTOR and FCEM, arising under and by virtue of this Contract, shall be brought to the attention of FCEM at the earliest possible time in order that such matters may be settled or other appropriate action promptly taken. Any dispute relating to the quality or acceptability of performance and/or compensation due the CONTRACTOR shall be decided by FCEM'S Contract representative or designee. All rulings, orders, instructions, and decisions of FCEM'S Contract representative shall be final and conclusive. 18. CHOICE OF LAW, JURISDICTION AND VENUE a. This Contract has been and shall be construed as having been made and delivered within the State of Washington and it is agreed by each party hereto that this Contract shall be governed by the laws of the State of Washington both as to its interpretation and performance. b. Any action at law, suit in equity, or judicial proceeding arising out of this Contract shall be instituted and maintained only in any of the courts of competent jurisdiction in Franklin County, Washington. 19. SEVERABILITY If a court of competent jurisdiction holds any part, term or provision of this Contract to be illegal, or invalid in whole or in part, the validity of the remaining provisions shall not be affected, and the parties' rights and obligations shall be construed and enforced as if the Contract did not contain the particular provision held to be invalid. a. IF it should appear that any provision of this Contract is in conflict with any statutory provision of the State of Washington said provision which may conflict therewith shall be deemed inoperative and null and void insofar as it may be in conflict therewith, and shall be deemed modified to conform to such statutory provision. 20. ENTIRE AGREEMENT The parties agree that this Contract is the complete expression of its terms and conditions. Any oral or written representations or understandings not incorporated in this Contract are specifically excluded. This contract in no way supersedes the requirements of exhibit C. CONTRACT NUMBER: E13-153 (SHSP ' 12) Page 14 of 18 F:\SHSP 2012\City of Pasco\SHSP 12 PSC-Pasco-Fire.docx 21. NOTICES Any notices shall be effective if personally served upon the other party or if mailed be registered or certified mail, return receipt requested, to the addresses set out in Section 4. Notice may also be given by facsimile with the original to follow by regular mail. Notice shall be deemed to be given three days following the date of mailing or immediately if personally served. For service by facsimile, service shall be effective upon receipt during working hours. If a facsimile is sent after working hours, it shall be effective at the beginning of the next working day. The parties to this Contract have executed this Contract in original duplicates as of the date written below. This Contract shall take effect this 01st day of February, 2013. CONTRACTOR: Agency: City of Pasc• leis Signature: Agency: Franklin County Emergency Management Signature: C �-�- D Approved As To Form: STEVE M. LOWE,#14670\#91039 Prosecuting Attorney for Franklin County CONTRACT NUMBER: E13-153 (SHSP ' 12) Page 15 of 18 F:\SHSP 2012\City of Pasco\SHSP 12 PSC-Pasco-Fire.docx EXHIBIT "A" PROFESSIONAL SERVICES CONTRACT FRANKLIN COUNTY EMERGENCY MANAGEMENT/CITY OF PASCO SERVICES PROVIDED BY THE PARTIES 1. The services to be performed by the CONTRACTOR under this Contract, which are described in Section 2 of the Contract (SERVICES PROVIDED BY THE CONTRACTOR), are set forth as follows: a. Equipment: The contractor shall pay for activities associated with the acquisition of equipment/contractors/consultants for approved projects from the State Committee on Homeland Security and ODP. Reimbursable expenses shall not include management and administrative activities to include: acquisition of office equipment, non-planning homeland security personnel (budget, finance, and administrative assistance), incidental costs, pooled costs, indirect costs, and audit cost, etc. No Equipment funds can be expended until the State Committee on Homeland Security and ODP approval has been received. Each of your vendors will need to sign a copy of the attached debarment form. b. Training: Allowable training-related costs include overtime and backfill funding for emergency preparedness and response personnel attending Homeland Security sponsored and approved training classes; may also be used for part- time and volunteer emergency response personnel participating in Homeland Security training. Training workshops and conferences, hiring of full or part-time staff or contractors/consultants to support training-related activities, travel for employees attending Homeland Security sponsored courses or on business related the planning and conduct of the training project, supplies consumed or expended during planning or conduct of the training is also allowable. *FOR FURTHER DETAIL REFER TO EXHIBIT C CONTRACT NUMBER: E13-153 (SHSP ' 12) Page 16 of 18 F:\SHSP 2012\City of Pasco\SHSP 12 PSC-Pasco-Fire.docx EXHIBIT "B" PROFESSIONAL SERVICES CONTRACT FRANKLIN COUNTY EMERGENCY MANAGEMENT/CITY OF PASCO COMPENSATION 1. The CONTRACTOR'S compensation under this Contract, which is described in Section 5 of this Contract (COMPENSATION), is set forth as follows: a. $6,000.00 for Equipment—for Fire Technical Rescue equipment b. $10,000.00 for Training —for NIMS/ICS training for all of Franklin County Total Contractual Amount: $16,000.00 CONTRACT NUMBER: E13-153 (SHSP ' 12) Page 17 of 18 F:\SHSP 2012\City of Pasco\SHSP 12 PSC-Pasco-Fire.docx EXHIBIT "C" PROFESSIONAL SERVICES CONTRACT FRANKLIN COUNTY EMERGENCY MANAGEMENT /CITY OF PASCO 1. See attached copy of contract#: E13-153 2. NIMS / NRP COMPLIANCE and implementation. 3. Submit Reports in accordance with contract#: E13-153 (attached) 4. Adhere to the provisions in this Professional Services Contract AND the State EMD contract# E13-153. If there is a conflict between the two documents, you will adhere to whichever is more stringent. CONTRACT NUMBER: E13-153 (SHSP ' 12) Page 18 of 18 F:\SHSP 2012\City of Pasco\SHSP 12 PSC-Pasco-Fire.docx