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HomeMy WebLinkAboutAgreements/Contracts - BOCCGRANT COUNTY COMMISSIONERS AGENDA MEETING REQUEST FORM (Must be submitted to the Clerk of the Board by 12:00pm on Thursday) REQUESTING DEPARTMENT:Commissioners Office REQUEST SUBMITTED BY: B VaSCjU@Z CONTACT PERSON ATTENDING ROUNDTABLE: B VaSCjU@Z CONFIDENTIAL INFORMATION: ❑YES ® NO DATE: 2/27/25 PHONE: 292$ %%%/�/// ,� ��� e�.� �:.' ���>��%�////%//�1�%%/////i%%y%f/l Gi//%�/////mil%%/////%�///%//////�'/. �/�f�%��%/.�1 is' O r /� 3 y i/ �/ / O / / �G O� J/%_,--/ � / // y / r f / � vq F 's 35�a�t ��s� ia, DAgreement / Contract R. ❑AP Vouchers ��i �,���1A ❑Appointment / Reappointment ❑ARPA Related ❑ Bids / RFPs / Quotes Award ❑ Bid Opening Scheduled ❑ Boards / Committees ❑ Budget ❑Computer Related ❑County Code El Emergency Purchase El Employee Rel. ❑ Facilities Related ❑ Financial ❑ Funds ❑ Hearing ❑ Invoices / Purchase Orders ❑ Grants — Fed/State/County ❑ Leases ❑ MOA / MOU ❑ Minutes ❑ Ordinances ❑ Out of State Travel ❑ Petty Cash ❑ Policies ❑ Proclamations ❑ Request for Purchase ❑ Resolution ❑ Recommendation ❑ Professional Serv/Consultant ❑ Support Letter ❑ Surplus Req. ❑Tax Levies ❑Thank You's ❑Tax Title Property ❑WSLCB Grant County Service Contract with MaMedia, LLC for Japanese Culture and Language Consultation for Grant County (Reins Endo). Term is upon signature through 10/31/25, and not to exceed $2,000.00. If necessary, was this document reviewed by accounting? ❑ YES Ij If necessary, was this document reviewed by legal? = YES ❑ NO DATE OF ACTION: D1:Y/ D2: D3: 4/23/24 ❑NO ON/A DEFERRED OR CONTINUED TO: WITHDRAWN - ❑ N/A RECEIVED FEB 2 7 2025 GRANT COUNTY COMMMONERS Grant County Service Contract with MaMedia, LLC for Japanese Culture and Language Consultation for Grant County This Agreement is made between Grant County ("COUNTY"), a political subdivision of the State of Washington and MaMedia, LLC ("CONSULTANT"); hereinafter collectively ("PARTIES"). RECITALS WHEREAS, the COUNTY will host individuals from Japan; WHEREAS, appropriate cultural considerations and language communication are vital for the success of hosting the individuals; and WHEREAS, CONSULTANT has the requisite cultural understanding and language communication skills; and AGREEMENT THEREFORE, for and in consideration of the conditions, covenants, and agreements contained herein the parties agree as follows: 1. Services to Be Performed CONSULTANT agrees to perform the following services: a. Communication, schedule arrangements, and coordination with sister cities (Komaki, Toyoyama) i. Online student exchange with sister cities ii. In -person student exchange iii. Komaki Mayor delegation visit b. Communication, schedule arrangements, and coordination with Consulate General of Japan in Seattle i. Online student exchange with sister cities ii. In -person student exchange iii. Komaki Mayor delegation visit c. Communication and Coordination with the Project Coordinator d. Jointly managing the exchange project with the Project Coordinator e. Correspondence updates to Grant County Commissioner, Project Coordinator f. Assist coordination with other Grant County entities g. Translation service for above communications and exchanges 2. Payment In consideration for the service to be performed by CONSULTANT, COUNTY agrees to pay CONSULTANT at the rate of $75 per hour and not to exceed $2,000. If CONSULTANT believes it is necessary to go over $2,000 to adequately perform the outlined services, the overage must be pre -approved by the Board of County Commissioners. CONSULTANT will submit monthly invoices by the 15th of each month and invoice shall be paid within 3 0 days after CONSULTANT submits an invoice to COUNTY. 3. Expenses CONSULTANT shall be responsible for all expenses incurred while performing services under this Agreement. This includes automobile, and other travel expenses; vehicle maintenance and repair costs, vehicle and other license fees and permits; insurance premiums; road, fuel, and other taxes; fines; radio, pager, or cell phone expenses; and meals. 4. Independent Contractor Status CONSULTANT is an independent contractor and shall not be deemed a COUNTY employee. In the capacity as an independent contractor, CONSULTANT agrees and represents, and COUNTY agrees, as follows a. CONSULTANT has the right to perform services for others during the term of this Agreement. b. CONSULTANT has the sole right to control and direct the means, manner, and method by which the services required by this Agreement will be performed. CONSULTANT shall select starting and quitting times, days of work, and order the work is performed. c. The services required by this Agreement shall be performed by CONSULTANT; COUNTY shall not hire or pay any employees to help CONSULTANT. 5. Insurance CONSULTANT shall provide insurance coverage as set out in this section. The intent of the required insurance is to protect the COUNTY should there be any claims, suits, actions, costs, damages or expenses arising from any loss, or negligent or intentional act or omission of CONSULTANT, or it agents, while performing under the terms of this Agreement. The insurance required shall be issued by an insurance company authorized to do business within the State of Washington. Except for Professional Liability or Errors and Omissions Insurance, the insurance shall name the COUNTY, its agents, officers, and employees as additional insureds under the insurance policy. All policies shall be primary to any other valid and collectable insurance. CONSULTANT shall instruct the insurers to give COUNTY thirty (30) calendar days advance notice of any insurance cancellations, non -renewal or modification. CONSULTANT shall submit to COUNTY within fifteen (15) calendar days of the Agreement start date, a certificate of insurance which outlines the coverage and limits defined in this insurance section. During the term of this Agreement, CONSULTANT shall submit renewal certificates not less than thirty (30) calendar days prior to expiration of each policy required under this section. CONSULTANT shall provide insurance coverage that shall be maintained in full force and effect during the term of this Agreement, as follows: Commercial General Liability Insurance Policy. Provide a Commercial General Liability Insurance Policy, including contractual liability, written on an occurrence basis, in adequate quantity to protect against legal liability arising out of Agreement activity but not less than $1,000,000.00 per occurrence. Additionally, CONSULTANT is responsible for ensuring that any subcontractors provide adequate insurance coverage for the activities arising out of subcontracts. Automobile Liability. In the event that performance pursuant to this Agreement involves the use of vehicles, owned or operated by the CONSULTANT, automobile liability is $1,000,000.00 per occurrence, using a Combined Single Limit for bodily injury and property damage. Indemnification. To the fullest extent permitted by law, the Contractor shall indemnify, defend, and hold harmless Grant County and its elected and appointed officials, officers, employees, and agents (collectively "lndemnitees") from and against all Claims resulting from or arising out of the performance of the Contract, whether such Claims arise from the acts, errors or omissions of the Contractor, its Personnel, third parties, or Grant County, or anyone directly or indirectly employed by any of them or anyone for whose acts, errors, or omissions any of them may be liable. It is the specific intent of the parties that the lndemnitees shall, in all instances, except Claims arising from the sole negligence or willful misconduct of the lndemnitees, be indemnified by the Contractor from and against any and all Claims. With regard to any Claim against any lndemnitee by any of the Contractor's Personnel, or anyone directly or indirectly employed by them, or anyone for whose acts they may be liable, the Contractor's indemnification obligation shall not be limited in any way by a limitation on the amount or type of damages, compensation, or benefits payable by or for the Contractor or Contractor's Personnel under workers compensation acts, disability benefit acts, or other employee benefit acts. Solely for the purposes of this indemnification provision, the Contractor expressly waives its immunity under Title 51 RCW (Industrial Insurance) and acknowledges this waiver was mutually negotiated by the parties. 6. Business Licenses, Permits, and Certificates CONSULTANT represents and warrants that CONSULTANT will comply with all federal, state, and local laws requiring drivers and other licenses, business permits, insurance, continuing education, and other certificates required to carry out the services to be performed under this Agreement. 7. State and Federal Taxes The COUNTY will not: • Withhold FICA (Social Security and Medicare taxes) from CONSULTANT payments or make FICA payments on CONSULTANT'S behalf, https://granteountywa.sharepoint.coin/teams/BOCC/Shared Documents/General/Contracts/2025 Contracts/MaMedia 2025 l.docx Make state or federal unemployment compensation contributions on CONSULTANT'S behalf, or Withhold state or federal income tax from CONSULTANT'S payments. CONSULTANT shall pay all taxes incurred while performing services under this Agreement including all applicable income taxes and, if CONSULTANT is not a corporation, self- employment (Social Security) taxes. Upon demand, CONSULTANT shall provide COUNTY with proof that such payments have been made. 8. Fringe Benefits CONSULTANT understands that CONSULTANT is not eligible to participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit plan of the COUNTY. 9. Unemployment Compensation COUNTY shall make no state or federal unemployment compensation payments on behalf of CONSULTANT. CONSULTANT will not be entitled to these benefits in connection with work performed under this Agreement. 10. Workers' Compensation COUNTY shall not obtain workers' compensation insurance on behalf of CONSULTANT. 11. Notice Any notice required to be given by either party to the other shall be deposited in the United States mail, postage prepaid, addressed to: Grant County Attn: Commissioners Office P.O. Box 37 Ephrata, WA 98823 MaMedia, LLC Attn: Reina Endo 169 19th Ave. Seattle, WA 98122 Or at such other address as either party may designate to the other in writing from time to time. All notices to be given with respect to the Agreement shall be in writing. Every notice shall be deemed to have been given at the time it shall be deposited in the United States mails in the manner prescribed herein. Nothing contained herein shall be construed to preclude personal service of any notice in the manner prescribed for personal service of a summons. 12. Term of Agreement This agreement will become effective upon Commissioner signature and will terminate October 31, 2025. https:Hgrantcountywa.sharepoint.coin/teams/BOCC/Shared Docuinents/General/Contracts/2025 Contracts/MaMedia 2025 Ldocx 13. Terminating the Agreement Either COUNTY or CONSULTANT may terminate this Agreement upon giving 30 days written notice. 14. Exclusive Agreement and Modifications This is the entire Agreement between CONSULTANT and COUNTY. This agreement may be modified only by a writing signed by both parties. 15. Severability If any term, provision, or condition of this ILA should be held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of this ILA shall continue in full force and effect and shall in no way be affected, impaired or invalidated thereby. 16. Assignment Neither party to this Agreement shall be permitted to assign its rights or obligations herein without the advance and express written consent of the other party. 17. Governing Law and Venue This Agreement shall be governed by and interpreted according to the laws of the State of Washington. In the event of any suit or action or other legal proceeding to enforce this Agreement, venue shall be a court of competent jurisdiction in Grant County, Washington. THIS AGREEMENT is executed by the people signing below who warrant that they have the authority to execute AGREEMENT. Dated: 4vC%- '2025. GRANT COUNTY BOARD OF COUNTY COMMISSIONERS y,```���NIt41111l111//j��� C,DU t�T yCN/z riz Oft i •cn — _SEALCn: • : 0 - oq� rfrr� gsjyllI ���� VG v 7C77;::> Rob Jones^; � air Cindy Carter, Vice Chair Kevin Burgess, ember https:Hgrantcountywa.sharepoint.com/teams/BOCC/Shared Documents/General/Contracts/2025 Contracts/MaMedia 2025 l.docx C/ harb'a­r-a J. Vasquez, CMC Clerk of the Board Approved as to form: P�� 6)t4 A"", , g oo Rebekah Kaylor Grant County Deputy Prosecuting Attorney /Users/reinaendo/Downloads/MaMedia 2025 1.docx CONSULTANT Reina Endo MaMedia LLC Date: February 27, 2025 The Tuesday, February4, 2025 session was closed at4:22 p.m. Meeting Minutes for the week of February 3, 2025 were approved this day of 1 2025. BOARD OF COUNTY COMMISSIONERS Grant County, Washington C0UNTy •` '''~'' 0� Ro b J a i r *cnSE * = e)cw stc/ r :?s Cindy Carter, Vice -Chair co Sy�NGTaN ``���`� '' �� 44 •/ Kevin Burgess, Member Attest: arbara J. Vasquez, MC Clerk of the Board Page 14 of 14 BOCC Minutes Week of February 3, 2025