HomeMy WebLinkAboutAgreements/Contracts - BOCCAGREEMENT FOR CONSULTANT SERVICES
BETWEEN GRANT COUNTY
AND MG CONSULTING SERVICES LLC
1. Parties
1.1 This Agreement for Consultant Services ("Agreement") is entered into by and
between Grant County, a Washington municipal corporation (hereinafter the
"Organization"), and MG Consulting Services LLC (hereinafter "Consultant"). The
Organization and the Consultant are each a Party and may be collectively referred to
as the Parties.
2. Recitals
2.1 The Organization desires to contract with the Consultant to perform certain
services for the Organization, and the Consultant desires to perform the services
required by the Organization, in accordance with the terms and conditions of this
Agreement.
2.2 The Consultant represents that it is qualified and available to perform such
services for the Organization.
THEREFORE, IN CONSIDERATION of the mutual benefits of such
performance and in consideration of the terms and conditions specified below, the
Parties agree as follows:
3. Scope of Services
3.1 The Consultant shall furnish personnel, labor, materials, and supplies
necessary to perform the Scope of Services attached and incorporated as Exhibit A
("Services"). The Consultant shall not modify in any way the scope or schedule of
Services without the prior written approval of the Organization.
3.2 If at any point during the duration of the agreement the Organization requests
additional services or work to be performed that are considered outside of the Scope
of Services of Exhibit A, the Consultant will inform the Organization of any additional
charges that may be incurred to conduct the newly requested services/work.
3.3 The Consultant warrants that it has the requisite training, skill, and experience
necessary to provide the Services and is appropriately accredited and licensed by all
applicable agencies and governmental entities, as applicable. The Consultant shall
perform its work in accordance with the requirements of this Agreement and
pursuant to the standards of professional care, skill, diligence, and competence as
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are normally exercised by other members and/or firms of the profession in good
standing working under the same or similar conditions and circumstances and in
similar communities as the Services provided by the Consultant under this
Agreement. The Consultant shall be responsible for the professional standards,
performance, and actions of all persons and firms performing work pursuant to this
Agreement on behalf of the Consultant.
4. Term
4.1 The term of this Agreement shall commence on the Effective Date and shall
remain in effect through December 31, 2024, unless otherwise terminated pursuant
to this Agreement.
5. Post -termination obligations
5.1 Upon any expiration or termination of this Agreement, except as otherwise
provided in this Agreement:
5.1.1 The Consultant shall provide to the Organization all finished and
unfinished Work Product, as defined in Section 8, in a file format acceptable
to the Organization that is capable of transiting the Work Product onto the
Organization's system.
5.1.2 The Consultant shall provide any reasonable and necessary support to
the Organization or its consultants to facilitate the transition at the
consultant's standard hourly Services rate, and shall be recorded as an
itemized invoice when presented to the Organization for payment.
5.2 This Section 5 shall survive expiration or termination of this Agreement.
6. Comaensation
6.1 The Consultant shall be paid for travel and work on the basis of time actually
expended and out-of-pocket expenses in accordance with the fee schedule attached
and incorporated as Exhibit B ("Fee Schedule"). The Consultant shall not amend any
rates, expenses, orfees included in the Fee Schedule in anyway without priorwritten
approval from the Organization.
6.2 The Consultant shall periodically invoice the Organization for the
compensation amounts set forth in Exhibit B. Invoices will be issued via email twice
a month on the 1st and 16t" of each month. Payment for the amount stated on the
invoice shall be due thirty (30) days from the receipt ofthe invoice bythe Organization
and amounts not paid when due shall accrue interest at the rate of one percent (1%)
per day.
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7. Independent Contractor
7.1 The Consultant is an independent agency with respect to the Services
provided under this Agreement. Nothing in this Agreement shall create the
relationship of employer and employee between the Parties. Neither the Consultant
nor any employee, subcontractor or agent of the Consultant shall be entitled to any
benefits accorded Organization employees by virtue of the Services provided under
this Agreement. The Organization shall not be responsible for (i) withholding or
otherwise deducting federalincome tax orsocial security, (ii) contributing to the state
industrial insurance program, or (iii) otherwise assuming the duties of an employer
with respect to the Consultant, its employees, subcontractors or agents.
8. Ownership and Use of Documents
8.1 All documents, drawings, specifications, designs, computer programs,
software, reports, and other work product (collectively "Work Product") developed
or produced by the Consultant for the organization in connection with the Services
shall be owned by the organization. The Consultant shall retain the copyright
(including the right of reuse, provided there shall be no reference to or identification
of the organization) to all materials and documents prepared by the Consultant for
the Work Product, whether or not the Work Product is completed. The Consultant
grants to the organization a perpetual, non-exclusive, irrevocable, unlimited, royalty -
free license to use, reuse, copy, and distribute every document, drawing, and all
Work Product prepared by the Consultant for the Organization under this Agreement.
8.2 This Section 8 shall survive expiration or termination of this Agreement.
9. Record Keeping, Reporting, and Confidentiality
9.1 While performing the Services under this agreement, the Consultant may
come across, or be given, confidential, protected, or privileged information
(collectively "Confidential Information"). This information may include records or
documents that would exempt this information from disclosure under the state or
federal public record laws. The Consultant shall not disclose Confidential
Information without the Organization's prior written consent. The Consultant shall
treat all Confidential Information with the same degree of care as the Consultant
treats its own confidential information which, in no event, will be less than
reasonable care.
9.2 Upon conclusion of the Agreement, all original documentation and records
will be transferred to the Organization where they shall be maintained in accordance
with the Washington state Records Retention requirements.
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9.4 To the extent it is determined that records held by the Consultant identified in
Section 9.1 are subject to the Washington Public Records Act (RCW 42.56), the
Consultant shall, upon request of the Organization, promptly deliver such records to
the Organization for the purpose of responding to a public records request.
9.5 This section shall survive expiration or termination of this Agreement.
10. Insurance
10.1 Contractor shall at all times during the term of this Contract, maintain in
good standing the insurance described in subsection 10.2. Before rendering any
services under this Contract, Contractor shall furnish Owner with proof of
insurance in accordance with subsection 10.2; such proof of insurance shall be
incorporated into this Contract as Exhibit C.
10.2 Type of coverage (may include umbrella):
10.2.1 Commercial General Li
Occurrence Limit
$2,000,000
Products and Completed Operations Aggregate $2,000,000
General Aggregate $2,000,000
10.2.2 Workman's Compensation Washington Statutory
Employers Liability
10.3 The Organization shall be named as an additional insured on the required
general liability insurance policy.
10.4 Contractor is required to notify the Organization if any policy is to be canceled,
materially changed, or renewed, at least thirty (30) days prior.
11. Termination
12.1 The Consultant or the Organization may terminate this Agreement with or
without cause upon thirty (30) days written notice to the Consultant and shall paythe
Consultant for the Services then completed and accepted by the Organization.
12. Notices
13.1 Any notices required to be given under this Agreement shall be in writing and
MG Consulting Services LLC Professional Services Contract Page 4 of 7
directed to the Party at the address below. Notice shalt be considered issued and
effective upon receipt thereof by the addressee Party.
Barbara J. Vasquez, Clerk of the Megan Gregor, Owner
BoardGrant County Commissioners MG Consulting Services LLC
Office 22715 SE 275th St.
35 C Street NW Maple Valley, WA 98038
Ephrata, WA 98823 accounting@megangregorconsuLting.com
commissioners@grantcountywa.gov
509-754-2011 ext 2901
13. General Provisions
13.1 Modification'. No waiver, alteration, or modification of any provision of this
.Agreement shalt be binding unless in writing and signed by a duty authorized
representative of the Organization and the Consultant.
13.2 Taxes. The Consultant shalt be solely responsible for the payment of any and
all applicable taxes related to the Services provided under this Agreement; if such
taxes are required to be passed through to the Organization by Law, the same shalt be
duty itemized on timely billings submitted to the Organization by the Consultant.
13.3 Entire, Integrated Agreement. This negotiated Agreement and its exhibits are
an integrated agreement and represent the entire agreement between the Parties.
This Agreement supersedes all prior negotiations, representations, and agreements
whether written or oral, and may be amended only by written agreement of the
Parties.
13.4 Assignment. The Consultant may not assignor subcontract any portion of the
Services to be provided under this Agreement without the express prior written
consent of the Organization.
13.5 Conflict of Interest. The Consultant represents to the Organization that it has
no conflict of interest in performing any of the services set forth in Exhibit A. In the
event that the Consultant is asked to perform services for a project with which it may
have a conflict, Consultant will immediately disclose such conflict to the
Organization and agrees to take action to resolve the conflict.
13.6 Non -Waiver. A waiver of any breach by either Party shalt not constitute a
waiver of any subsequent breach.
13.7 Third Party Beneficiaries. This Agreement is solelyforthe conveniences of the
Parties and there are no third -party beneficiaries to this Agreement.
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13.8 Choice of Law. All questions concerning the validity, interpretation,
performance, and enforcement of this Agreement shalt be governed by the laws of
the Washington.
13.9 Compliance with Laws. The Consultant shall comply with all applicable
federal, state, and Local Laws and regulations in performing this Agreement.
13.10 Severability. Each and every provision of this Agreement shalt be deemed to
be severable. The invalidity or unenforceabiLity of any particular provision of this
Agreement shalt not affect the other provisions hereof and the Agreement shalt be
construed in all respects as if such invalid or unenforceable provision were not a part
of this Agreement.
13.11 Attorney's Fees. -In any action arising out of or relating to this Agreement,
consultant and organization will be responsible for their own attorney fees.
13.12 Attachments. Exhibit A and Exhibit B are attached and incorporated into this
Agreement. Exhibit C may be attached in accordance with Section 10 above.
13.13 Authorized Signatures. By their signatures below, each Party represents that
they are fully authorized to sign for and on behalf of the named principal above.
13.14.Counterparts. This Agreement may be executed in one or more counterparts,
each of which will be deemed an original and all of which together will constitute one
agreement. The counterparts of this Agreement may be executed and delivered by
electronic means by any of the Parties to any other party and the receiving party may
rely on the receipt of such document so executed and delivered as if the original had
been received.
13.15 Effective Date. This Agreement is effective on the latest date this Agreement
is executed by both Parties.
WHEREFORE, the Parties agree to be bound by the terms and conditions set
forth above.
GRANT COUNTY
arbara J. Vq Z, C k of the Board
Date
CONSULTANT
Megan Gregor, Owner
8/22/24
Date
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ATTACHMENTS:
EXHIBIT A: Scope of Services
EXHIBIT B: Compensation Schedule
EXHIBIT C: Insurance Verification
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AGREEMENT FOR CONSULTANT SERVICES
BETWEEN GRANT COUNTY
AND MG CONSULTING SERVICES LLC
Exhibit B: Compensation Schedule
Consulting Costs
Off -Site Consulting Services $175/hr, upto3 hours estimated and approved
Consulting Services $175/hr, 24 hours total estimated
Travel Charges
Gas Mileage: $0.67/Mile (see below)
Lodging: Full Cost of Lodging
Meats and Incidentals Per Diem (98823): $59/day Wed -Fri, $44.25/day Tues
2 IA
2 hr 38 min 0 62.2 mi) via 1-90 E 4�
Directions
Per Diem: $221.25
Mileage: $108.67
On -Site Services: $4,200
Off -Site Prep: $350-$525
Proposal of Services
The scope of services for a contract between the Grant County Commissioners Office and MG
Consulting Services LLC may include the following work related to records management, assigned as
needed:
1. Print Records - Retention/ Organization - Services may include such tasks as:
a. Create custom destruction/ archival logs for the county's future use.
b. Reviewing paper files that are currently hold on or off site.
c. Creating destruction log paperwork for each box of paper records.
d. Coordinate with the WA State Archives on Records to offer or review.
e. Assist with finding quotes for any scanning projects that may be required.
f -- Organization of previous destruction logs and records.
g. Saving all print and electronic destruction logs in County's records management system for
easy searching and retrieval.
h. Create and document future policies and/or standards to follow for the management of print
records.
2. Electronic Records on Internal Network -Retention/Organization - Services may include such
tasks as:
a. Review/reorganize/ destroy electronic files currently saved on internal network.
b. Creating destruction log paperwork for any items that have met their retention.
c. Organizing additional records in a way that will allow for easy import into the County's
records management system.
d. Assist in the transfer of files to the State Archives, where applicable.
e. Create and document future standards to follow for the management of electronic records.
3. Future Electronic Records — Organizational Foundation for Electronic Records to be Held in
Laserfiche — Services may include such tasks as:
a. Help establish a folder structure for electronic files.
b. Mapping retention for all document types to be held in the County's records management
system.
c. Build Records Retention properties and provide instructions on records retention
automation/workflows.
d. Creating/ Defining metadata and templates for any document types identified.
e. Designing workflow processes regarding automation of filing for the county to provide to
their Laserfiche Vendor to build and implement.
f. Create and document future standards to follow for Laserfiche records management.
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Megan Gregor I Megan@MeganGregorConsulting.com 1 847-858-6210
Proposal of Services, cont.
4. Assist with Design and Structure of Public Public Facing Documents Laserfiche — Services
may include such tasks as:
a. Assist the County in creating a more streamlined Agenda Management process, using
Laserfiche and automation.
b. Create transparent folder structure for external browsing on files utilizing shortcuts,
laymen's terms for folders, and any other direction provided by the County.
c. Assist in building search forms that produce accurate and applicable results.
d. Assist in designing a webpage or the public to access any public facing documents.
Additional Considerations
• The county must agree to provide the consultant with unattended access to any electronic file
locations. This can be provided via VPN/Server Access, Cloud access for Laserfiche, or I through
a county issued computer for temporary use for the duration of this project.
• Additional services related to Records Management may be added to the scope of work as they
arise; if this happens, they will be documented and agreed to via email by both parties.
Fee Schedule
All services provided by MG Consulting Services LLC for the duration of this contract are charged at an
hourly rate of $175 per hour.
In the instance that the Client would like for MG Consulting Services LLC to travel on -site, travel fees
will be charged in accordance with applicable lodging, meals & incidentals, and mileage rates for the
preferred on -site location.
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Megan Gregor Megan@MeganGregorConsulting.com J 847-858-6210
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