Loading...
HomeMy WebLinkAboutFranklin Co Emergency Management (FCEM) - Amendment A - City of Pasco Fire DepartmentPERSONAL SERVICES CONTRACT TERMS AND CONDITIONS — AMENDMENT A THIS CONTRACT is made and entered into by and between FRANKLIN COUNTY EMERGENCY MANAGEMENT, a political subdivision, with its principal offices at 1011 E. Ainsworth Street, Pasco, WA 99301, hereinafter "FCEM", and City of Pasco — Fire Department, with its principal offices 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. CONTRACT DOCUMENTS This $9,001.00 Contract consists of the following documents: a. Exhibit A: Services Provided by the Parties, b. Exhibit B — Amendment A: Compensation, C. Exhibit C: Debarment Certification, d. Exhibit D: 2 CFR Part 200 Subpart F Audit Certification, e. Exhibit E: FFATA, f. Exhibit F: W9-2014, g. Exhibit G: NIMS, and h. Exhibit H: State Contract E17-078. 2. DURATION OF CONTRACT The term of this Contract shall begin 1 September 2016, and shall terminate 31 May 2018. The CONTRACTOR shall complete all work by the time(s) specified herein, or if no such time is otherwise specified, no later than the expiration date. 3. SERVICES PROVIDED The CONTRACTOR shall perform the following services: a. A detailed description of the services to be performed by the CONTRACTOR is set forth in Exhibit "A, Scope of Work", which is attached hereto and incorporated herein by reference. b. The CONTRACTOR agrees to provide its own labor and materials. Unless otherwise provided in this Contract, no material, labor, or facilities will be furnished by FCEM. U:\FCEM\Homeland Security Grants\DHS Spreadsheets\CONTRACTS\2016 SHSP E17-078\PASCO - FD\SHSP 16 PASCO - FD - AMENDMENT A.docx Page 1 of 19 -122,1 c. The CONTRACTOR shall complete its work in a timely manner and in accordance with the schedule and requirements agreed to by the parties and stipulated in Washington State Contract #: E17-078, IFFY 2016 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 2016 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 2016 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. 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 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. g. 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. h. 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. i. 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. j. The Contractor agrees that grant funds may not be used to replace or supplant existing funding. k. The Contractor agrees to provide a match of $0 of non-federal origin. U:\FCEM\Homeland Security Grants\DHS Spreadsheets\CONTRACTS\2016 SHSP E17-078\PASCO - FD\SHSP 16 PASCO - FD - AMENDMENT A.docx Page 2 of 19 I. 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. m. 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 if federal funds are not appropriated or are not appropriated in a particular amount. FCEM shall perform the following services: 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 Each party to this Contract shall have a contract representative. Each party may change its representative upon providing written notice to the other party. The parties' representatives are as follows: U:\FCEM\Homeland Security Grants\DHS Spreadsheets\CONTRACTS\2016 SHSP E17-078\PASCO - FD\SHSP 16 PASCO - FD - AMENDMENT A.docx Page 3 of 19 a. For CONTRACTOR: City of Pasco — Fire Department Name of Representative: Dave Zabell Title: City Manager Mailing Address: 525 N. Third Ave City, State, and Zip Code: Pasco, WA 99301 Telephone Number: (509) 545-3404 Fax Number: (509) 545-3403 Email Address: zabelld(c�pasco-wa.us b. For FCEM: Franklin County Emergency Management Name of Representative: Sean T. Davis Title: Director Mailing Address: 1011 E. Ainsworth Street City, State, and Zip Code: Pasco, WA 99301 Telephone Number: (509) 545-3546 Fax Number: Email Address: sdavis[a)co.franklin.wa.us 5. COMPENSATION For the services performed hereunder, the CONTRACTOR shall be paid as follows: a. A detailed description of the compensation to be paid by the FCEM is set forth in Exhibit B, "Compensation", which is attached hereto and incorporated herein by reference. U:\FCEM\Homeland Security Grants\DHS Spreadsheets\CONTRACTS\2016 SHSP E17-078\PASCO - FD\SHSP 16 PASCO - FD - AMENDMENT A.docx Page 4 of 19 b. The maximum total amount payable by FCEM to the CONTRACTOR under this Contract shall not exceed $9,001.00 including sales tax. The CONTRACTOR shall be paid by reimbursement through the state A-19 process. C. No payment shall be made for any work performed by the CONTRACTOR, except for work identified and set forth in this Contract. d. 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. e. The CONTRACTOR shall not be paid for services rendered under this Contract unless and until they have been performed in compliance with the state contract. f. 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. g. Unless otherwise provided in this Contract or any exhibits or attachments hereto, the CONTRACTOR will not be paid for any billings or invoices presented for services rendered prior to the execution of this Contract or after its termination. 6. AMENDMENTS AND CHANGES IN WORK a. In the event of any errors or omissions by the CONTRACTOR in the performance of any work required under this Contract, the CONTRACTOR shall make any and all necessary corrections without additional compensation. All work submitted by the CONTRACTOR shall be certified by the CONTRACTOR and checked for errors and omissions. The CONTRACTOR shall be responsible for the accuracy of the work, even if the work is accepted by FCEM. U:\FCEM\Homeland Security Grants\DHS Spreadsheets\CONTRACTS\2016 SHSP E17-078\PASCO - FD\SHSP 16 PASCO - FD - AMENDMENT A.docx Page 5 of 19 b. No amendment or modification shall be made to this Contract, unless set forth in a written Contract Amendment signed by both parties' authorized representatives and attached to this contract. Work under a Contract Amendment shall not proceed until the Contract Amendment is duly executed by the FCEM. 7. HOLD HARMLESS AND INDEMNIFICATION a. The CONTRACTOR shall hold harmless, indemnify and defend the FCEM, its officers, officials, employees and agents, from and against any and all claims, actions, suits, liability, loss, expenses, damages, and judgments of any nature whatsoever, including reasonable costs and attorneys' fees in defense thereof, for injury, sickness, disability or death to persons or damage to property or business, caused by or arising out of the CONTRACTOR'S acts, errors or omissions in the performance of this Contract. PROVIDED, that the CONTRACTOR'S obligation hereunder shall not extend to injury, sickness, death or damage caused by or arising out of the sole negligence of the FCEM, its officers, officials, employees or agents. b. In any and all claims against the FCEM, its officers, officials, employees and agents by any employee of the CONTRACTOR, 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 CONTRACTOR or subcontractor under Workers Compensation acts, disability benefit acts, or other employee benefit acts, it being clearly agreed and understood by the parties hereto that the CONTRACTOR expressly waives any immunity the CONTRACTOR might have had under such laws, including but not limited to Title 51 of the Revised Code of Washington. By executing this Contract, the CONTRACTOR 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 CONTRACTOR makes with any subcontractor or agent performing work hereunder. CONTRACTOR'S obligations under this Section [7] shall survive termination and expiration of this Contract. 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. U:\FCEM\Homeland Security Grants\DHS Spreadsheets\CONTRACTS\2016 SHSP E17-078\PASCO - FD\SHSP 16 PASCO - FD - AMENDMENT A.docx Page 6 of 19 8. INSURANCE a. Professional Legal Liability: Prior to the start of work under this Contract, the CONTRACTOR, if he, she or it is a licensed professional, shall maintain Professional Legal Liability or Professional Errors and Omissions coverage appropriate to the CONTRACTOR'S profession and shall be written subject to limits of not less than one million dollars ($1,000,000) per occurrence, loss or person. If the policy contains a general aggregate or policy limit it shall be at least two times the incident, loss or person limit. The coverage shall apply to liability for a professional error, act or omission arising out of the scope of the CONTRACTOR'S services defined in this Contract. Coverage shall not exclude bodily injury or property damage. Coverage shall not exclude hazards related to the work rendered as part of the Contract or within the scope of the CONTRACTOR'S services as defined by this Contract including testing, monitoring, measuring operations, or laboratory analysis where such services are rendered as part of the Contract. The policy shall state that coverage is claims made, and state the retroactive date. CONTRACTOR is also required to buy claims made professional liability insurance for a period of 36 months after completion of this Contract, which can be satisfied by the continuous purchase of the above referenced insurance or an extended reporting period policy. CONTRACTOR shall annually provide FCEM with proof of all such insurance. b. Workers Compensation: CONTRACTOR shall comply with all State of Washington workers compensation statutes and regulations. Prior to the start of work under this Contract, workers compensation coverage shall be provided for all employees of CONTRACTOR and employees of any subcontractor or sub -subcontractor. Coverage shall include bodily injury (including death) by accident or disease, which arises out of or in connection with the performance of this Contract. Except as prohibited by law, CONTRACTOR waives all rights of subrogation against FCEM for recovery of damages to the extent they are covered by workers compensation, employers liability, commercial liability or commercial umbrella liability insurance. If CONTRACTOR, subcontractor, or sub -subcontractor fails to comply with all State of Washington workers compensation statutes and regulations and FCEM incurs fines or is required by law to provide benefits to or obtain coverage for such employees, CONTRACTOR shall indemnify FCEM Indemnity shall include all fines, payment of benefits to CONTRACTOR or subcontractor employees, or their heirs or legal representatives, and the cost of effecting coverage on behalf of such employees. Any amount owed U:\FCEM\Homeland Security Grants\DHS Spreadsheets\CONTRACTS\2016 SHSP E17-078\PASCO - FD\SHSP 16 PASCO - FD - AMENDMENT A.docx Page 7 of 19 to FCEM by CONTRACTOR pursuant to the indemnity agreement may be deducted from any payments owed by FCEM to CONTRACTOR for performance of this Contract. Certain work or services under this Contract may require insurance coverage for long shore or harbor workers other than seaman as provided in the Long Shore and Harbor Workers Compensation Act [33 U.S.C.A. Section 901 et seq.]. Failure to obtain coverage in the amount required by law may result in civil and criminal liabilities. CONTRACTOR is fully responsible for ascertaining if such insurance is required and shall maintain insurance in compliance with that Act. CONTRACTOR is responsible for all civil and criminal liability that may arise from the failure to maintain such coverage. Certain work or services under this Contract may require insurance coverage for seamen injured during employment resulting from the negligence of the owner, master or fellow crew members as provided in 46 U.S.C.A. Section 688. Failure to obtain coverage in the amount required by law may result in civil and criminal liabilities. CONTRACTOR is fully responsible for ascertaining if such insurance is required and shall maintain insurance in compliance with that Act. CONTRACTOR is responsible for all civil and criminal liability that may arise from the failure to maintain coverage. C. Commercial General Liability and Employers Liability Insurance: Prior to the start of work under this Contract, CONTRACTOR shall maintain commercial general liability coverage (policy form CG0001 or equivalent) for wrongful death, bodily injury, personal injury and property damage, subject to limits of not less than one million dollars ($1,000,000) per occurrence. The general aggregate limit shall apply separately to this Contract and be no less than two million dollars ($2,000,000). The general commercial liability policy will contain an endorsement naming FCEM, its officials, officers, employees and agents as an additional insured (CG2010) and an endorsement that specifically states that CONTRACTOR's general liability policy shall be primary, and not contributory, with any other insurance maintained by FCEM. The CONTRACTOR will provide commercial general liability coverage that does not exclude any activity to be performed in fulfillment of this Contract and does not exclude liability pursuant to the indemnification requirement under Section [7]. Specialized forms specific to the industry of the CONTRACTOR will be deemed equivalent; provided, coverage will be no more restrictive than would be provided under a standard commercial U:\FCEM\Homeland Security Grants\DHS Spreadsheets\CONTRACTS\2016 SHSP E17-078\PASCO - FD\SHSP 16 PASCO - FD - AMENDMENT A.docx Page 8 of 19 general liability policy and will include contractual liability coverage. If CONTRACTOR has any employees, CONTRACTOR also shall maintain employers liability insurance with limits of not less than one million dollars ($1,000,000) each incidentfor bodily injury by accident or one million dollars ($1,000,000) each employee for bodily injury by disease. d. Automobile Liability: [This section requires either the 15S or 2nd blank be checked by FCEM if CONTRACTOR'S services involve the use of vehicles by CONTRACTOR or the transportation of FCEM employees or third parties]. The CONTRACTOR shall maintain automobile liability insurance as follows: _ The CONTRACTOR shall maintain Business Automobile Liability Insurance with a limit of not less than One Million Dollars ($1,000,000.00) each accident combined Bodily Injury and Property Damages. Coverage shall include owned, hired, and non -owned automobiles. _ The CONTRACTOR shall maintain Automobile Liability Insurance or equivalent form with a limit of not less than One Hundred Thousand Dollars ($100,000.00) each accident combined Bodily Injury and Property Damage. The aggregate limit shall be at least Three Hundred Thousand Dollars ($300,000.00). If a personal lines Automobile Liability policy is used to meet this requirement, it must include a business rider and must cover each vehicle to be used in the performance of this Contract and the certificates of insurance must evidence these conditions have been met. If the CONTRACTOR will use non -owned vehicles in performance of this Contract, the coverage shall include owned, hired and non -owned automobiles. Not Applicable. e. Other Insurance Provisions: (1) The CONTRACTOR'S liability insurance provisions shall be primary with respect to any insurance or self-insurance programs covering FCEM, its elected and appointed officers, officials, employees and agents. U:\FCEM\Homeland Security Grants\DHS Spreadsheets\CONTRACTS\2016 SHSP E17-078\PASCO - FD\SHSP 16 PASCO - FD - AMENDMENT A.docx Page 9 of 19 (2) The CONTRACTOR'S liability insurance policies shall contain no special limitations on the scope of protection afforded to FCEM, its officials, officers, employees or agents as an additional insured. (3) Any failure to comply with reporting provisions of the policies shall not affect coverage provided to FCEM, its officers, officials, employees or agents. (4) The CONTRACTOR'S insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. (5) The CONTRACTOR shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein. (6) The insurance limits mandated for any insurance coverage required by this Contract are not intended to be an indication of exposure nor are they limitations on indemnification. (7) The CONTRACTOR shall maintain all required policies in force from the time services commence until services are completed. Certificates, policies, and endorsements expiring before completion of services shall be promptly replaced. All liability insurance required under this Contract, except for professional liability under Section [8(a)], shall be written on an Occurrence Policy form. Professional liability insurance on a Claims Made form shall have a retroactive date prior to or coincident with the effective date of this Contract. f. Verification of Coverage and Acceptability of Insurers: All insurance required under this Contract shall be issued by companies admitted to do business within the State of Washington and have a rating of A-, Class VII or better in the most recently published edition of Best's Reports. Any exception to this requirement must be reviewed and approved in writing by FCEM's Risk Manager. If an insurer is not admitted to do business within Washington State, all insurance policies and procedures for issuing the insurance policy must comply with Chapter 48.15 RCW and 284-15 WAC. (1) The CONTRACTOR shall furnish FCEM with properly executed and unaltered Acord form certificates of insurance and, if requested, a signed policy endorsement(s) which shall clearly evidence all required insurance prior to commencing work under this Contract. U:\FCEM\Homeland Security Grants\DHS Spreadsheets\CONTRACTS\2016 SHSP E17-078\PASCO - FD\SHSP 16 PASCO - FD - AMENDMENT A.docx Page 10 of 19 The certificates will, at a minimum, list limits of liability and coverage. For any professional liability insurance, the CONTRACTOR agrees that the insurance contract will not be canceled or allowed to expire except on twenty-eight (28) days prior written notice to FCEM by the CONTRACTOR. For other insurance policies, CONTRACTOR shall not cancel or allow the insurance contract to expire except on forty- five (45) days prior written notice to FCEM. CONTRACTOR shall also instruct the insurer to give FCEM forty-five (45) days advanced written notice of any cancellation by the insurer. The certificate or endorsement shall not limit or negate the insurer's obligation as required by law to notify FCEM as an additional insured of cancellation. (2) The CONTRACTOR shall furnish FCEM with evidence that the additional insured provision required above has been met. Acceptable forms of evidence are the endorsement pages of the policy showing FCEM, its officials, officers, employees, or agents as an additional insured. (3) Certificates of insurance shall show the certificate holder as "FCEM" and include " c/o" FCEM'S Contract Representative. The address of the certificate holder shall be shown as the current address of the FCEM'S Contract Representative. (4) If the CONTRACTOR or any subcontractor or sub -subcontractor has any employees, CONTRACTOR shall request the Washington State Department of Labor and Industries, Workers Compensation Representative, to send written verification to FCEM that CONTRACTOR is currently paying workers compensation. (5) All written notices under this Section [8] and notice of cancellation or change of required insurance coverages shall be mailed to the FCEM at the following address: Franklin County Emergency Management Attn: Risk Manager 502 W. Boeing Street Pasco, Washington 99301 (6) The CONTRACTOR or its broker shall immediately provide a copy of any and all insurance policies specified in this Contract upon request of FCEM's Risk Manager. (7) If CONTRACTOR is self-insured for worker's compensation U:\FCEM\Homeland Security Grants\DHS Spreadsheets\CONTRACTS\2016 SHSP E17-078\PASCO - FD\SHSP 16 PASCO - FD - AMENDMENT A.docx Page 11 of 19 coverage, evidence of its status as a self-insured entity shall be provided to FCEM. If requested by FCEM, CONTRACTOR must describe its financial condition and the self-insured funding mechanism. U:\FCEM\Homeland Security Grants\DHS Spreadsheets\CONTRACTS\2016 SHSP E17-078\PASCO - FD\SHSP 16 PASCO - FD - AMENDMENT A.docx Page 12 of 19 9. TERMINATION a. FCEM may terminate this Contract in whole or in part whenever the 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 costs incurred by the CONTRACTOR in performing the Contract up to the date of such notice. Payment shall be made in accordance with the Compensation Section 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 in 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 shall be allowed. 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, the FCEM may immediately terminate this Contract by so notifying the CONTRACTOR, in which case FCEM shall pay the CONTRACTOR only for the costs of services accepted by FCEM, in accordance with the Compensation Section of this Contract. Upon such termination, the 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. d. The CONTRACTOR will have all termination rights as FCEM and stated above in Section 9. (a -c). 10. ASSIGNMENT, DELEGATION AND SUBCONTRACTING a. The CONTRACTOR shall perform the terms of this Contract using only its bona fide employees or agents, and the obligations and duties of the CONTRACTOR under this Contract shall not be assigned, delegated, or subcontracted to any other person or firm without the prior express written consent of FCEM's authorized representatives. b. The CONTRACTOR warrants that it has not paid nor has it agreed to pay any company, person, partnership, or firm, other than a bona fide employee working exclusively for CONTRACTOR, any fee, commission, percentage, U:\FCEM\Homeland Security Grants\DHS Spreadsheets\CONTRACTS\2016 SHSP E17-078\PASCO - FD\SHSP 16 PASCO - FD - AMENDMENT A.docx Page 13 of 19 brokerage fee, gift, or other consideration contingent upon or resulting from the award or making of this Contract. 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. All waivers of any provision(s) of this Contract shall be in writing and signed by the waiving party's authorized representatives, and in the absence of such. no action or inaction shall be construed to be such a waiver. 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 neither the CONTRACTOR nor its employees are 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's employees. 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. CONTRACTOR shall pay for all taxes, fees, licenses, or payments required by federal, state or local law which are now or may be enacted during the term of this Contract. e. The CONTRACTOR agrees to immediately remove any of its employees or agents from their assignment to perform services under this Contract upon receipt of a written request to do so from FCEM's contract representative or designee. U:\FCEM\Homeland Security Grants\DHS SHSP E17-078\PASCO - FD\SHSP 16 PASCO Page 14 of Spreadsheets\CONTRACTS\2016 - FD - AMENDMENT A.docx 13. COMPLIANCE WITH LAWS The CONTRACTOR shall comply with all applicable federal, state and local laws, rules and regulations in performing this Contract including requirements stipulated in contract E16-079 (Attachment H). 14. 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 six (6) years after termination of this Contract for audit purposes. 15. 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 age, sex, marital status, sexual orientation, race, creed, religion, color, national origin, honorably discharged veteran or military status, disability, or any other protected status. 16. OWNERSHIP OF MATERIALS/WORKS PRODUCED a. All reports, drawings, plans, specifications, all forms of electronic media, and data and documents produced in the performance of the work under this Contract shall be "works for hire" as defined by the U.S. Copyright Act of 1976 and shall be owned by FCEM. Ownership includes the right to copyright, patent, register, and the ability to transfer these rights. FCEM agrees that if it uses any materials prepared by the CONTRACTOR for purposes other than those intended by this Contract, it does so at its sole risk and it agrees to hold the CONTRACTOR harmless therefrom to the extent such use is not agreed to in writing by the CONTRACTOR. [For Design/Construction Contracts: All design work done by the CONTRACTOR shall be done on AutoCAD, release 12 or higher or other systems mutually agreed upon, an electronic copy of which shall be submitted to FCEM upon request and/or at the end of the job. Should a construction project result from the work of the CONTRACTOR, the record drawings from the CONTRACTOR shall be transposed onto the electronic design drawings and submitted to FCEM.] C. An electronic copy of all word processing documents shall be immediately submitted to FCEM upon request or at the end of the job using the word U:\FCEM\Homeland Security Grants\DHS Spreadsheets\CONTRACTS\2016 SHSP E17-078\PASCO - FD\SHSP 16 PASCO - FD - AMENDMENT A.docx Page 15 of 19 processing program and version specified by the FCEM. 17. PATENT/COPYRIGHT INFRINGEMENT The CONTRACTOR shall hold harmless, indemnify and defend FCEM, its officials, officers, employees and agents, from and against any claimed action, cause or demand brought against the FCEM, its officials, officers, employees and agents where such action is based on the claim that information supplied by the CONTRACTOR or subcontractor infringes any patent or copyright. The CONTRACTOR shall be notified promptly in writing by FCEM of any notice of such claim. 18. DISPUTES Disputes 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, subject to CONTRACTOR'S right to seek judicial relief. 19. CONFIDENTIALITY The CONTRACTOR, its employees, subcontractors, and their employees shall maintain the confidentiality of all information provided by FCEM or acquired by FCEM in performance of this Contract, except upon the prior written consent of FCEM's authorized representatives or an order entered by a court of competent jurisdiction. The CONTRACTOR shall promptly give the FCEM written notice of any judicial proceeding seeking disclosure of such information. 20. 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. U:\FCEM\Homeland Security Grants\DHS Spreadsheets\CONTRACTS\2016 SHSP E17-078\PASCO - FD\SHSP 16 PASCO - FD - AMENDMENT A.docx Page 16 of 19 21. SUCCESSORS AND ASSIGNS FCEM, to the extent permitted by law, and the CONTRACTOR each bind themselves, their partners, successors, executors, administrators, and assigns to the other party to this Contract and to the partners, successors, administrators, and assigns of such other party in respect to all covenants to this Contract. 22. SEVERABILITY a. 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 this Contract did not contain the particular provision held to be invalid. b. 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. 23. 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. 24. NOTICES Any notices shall be effective if personally served upon the other party or if mailed by registered or certified mail, return receipt requested, to the addresses set out in the Contract Representatives Section of this Contract. 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 at the beginning of the next working day. 25. SURVIVABILITY All Contract terms, which by their context are clearly intended to survive the termination and/or expiration of this Contract, shall so survive. These terms include, but are not limited to, indemnification provisions (Sections [7] and [17]); extended reporting period requirements for professional liability insurance (Section [8(a)]); inspection and keeping of records and books (Section [14]); litigation hold notice (Section [26]); Public Records Act (Section [27]) and confidentiality (Section [191). U:\FCEM\Homeland Security Grants\DHS Spreadsheets\CONTRACTS\2016 SHSP E17-078\PASCO - FD\SHSP 16 PASCO - FD - AMENDMENT A.docx Page 17 of 19 26. LITIGATION HOLD NOTICE In the event FCEM learns of circumstances leading to an increased likelihood of litigation regarding any matter where the records kept by CONTRACTOR pursuant to Section [14] of this contract may be of evidentiary value, FCEM may issue written notice to CONTRACTOR of such circumstances and direct the CONTRACTOR to "hold" such records. In the event that CONTRACTOR receives such written notice, CONTRACTOR shall abide by all directions therein whether or not such written notice is received at a time when a Contract between CONTRACTOR and FCEM is in force. Such directions will include, but will not be limited to, instructions to suspend the six (6) year purge schedule as set out above in Section [14]. 27. PUBLIC RECORDS ACT CONTRACTOR hereby acknowledges that FCEM is a governmental entity and as such is subject to the requirements of the Public Records Act, RCW 42.56 et seq. Accordingly, CONTRACTOR understands that to the extent a proper request is made, FCEM may be required by virtue of that Act to disclose any records actually in its possession or deemed by judicial determination to be in its possession, which may include records provided to FCEM by CONTRACTOR that CONTRACTOR might regard as confidential or proprietary. To the extent that CONTRACTOR provides any records to FCEM that it regards as confidential or proprietary, it agrees to conspicuously mark the records as such. CONTRACTOR also hereby waives any and all claims or causes of action for any injury it may suffer by virtue of FCEM'S release of records covered under the Public Records Act. FCEM agrees to take all reasonable steps to notify CONTRACTOR in a timely fashion of any request made under the Public Records Act which will require disclosure of any records marked by CONTRACTOR as confidential or proprietary, so that CONTRACTOR may seek a judicial order of protection if necessary. 28. ACKNOWLEDGMENT CONTRACTOR acknowledges that the FCEM, its facilities, and its offices therein, contain records and information that is confidential or privileged by operation of law. As a result, the CONTRACTOR acknowledges and agrees that in the course of performing this Contract its employees or agents shall at all times refrain from engaging in any activities that would expose them to, or others to, such confidential or privileged information. U:\FCEM\Homeland Security Grants\DHS SHSP E17-078\PASCO - FD\SHSP 16 PASCO Page 18 of Spreadsheets\CONTRACTS\2016 - FD - AMENDMENT A.docx The parties to this Contract have executed this Contract to take effect as of the date written below. CONTRACTOR: Agency: Signature Agency: Signature City of Pasco — Fire Department T City'Manager Davis, Director Form of Contract pre -approved March 2014 by the Deputy Prosecuting Attorney Deputy Prosecuting Attorney, Franklin County 11/13/15 Date ,Ll 12 U:\FCEM\Homeland Security Grants\DHS Spreadsheets\CONTRACTS\2016 SHSP E17-078\PASCO - FD\SHSP 16 PASCO - FD - AMENDMENT A.docx Page 19 of 19 Exhibit "B" PROFESSIONAL SERVICES CONTRACT—Amendment A FRANKLIN COUNTY EMERGENCY MANAGEMENT / CITY OF PASCO — Fire Department 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. 9,001.00 for Training— Pasco FD Active Shooter and NIMS/ICS training Total Contractual Amount: $9,001.00 CONTRACT NUMBER: E17-078 Amendment A (SHSP '16) Page 1 of 1