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.
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-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.
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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:
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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.
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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.
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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.
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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
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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
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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.
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(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.
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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
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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.
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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,
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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.
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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
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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.
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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).
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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.
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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
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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