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HomeMy WebLinkAboutAgreements/Contracts - Emergency ManagementK25-299 GRANT COUNTY COMMISSIONERS AGENDA MEETING REQUEST FORM (Must be submitted to the Clerk of the Board by 12:00pm on Thursday) REQUESTING DEPARTMENT: Grant County Emergency Management DArE:12/15/2025 REQUEST SUBMITTED BY: MII'@ya Garcia PHONE: 509-906-6831 CONTACT PERSON ATTENDING ROUNDTABLE: MII'eya Garcia/Jessica Olsen CONFIDENTIAL INFORMATION: ❑YES 8 NO AL - L . DAgreement / Contract ❑AP Vouchers ❑Appointment / Reappointment ❑ARPA Related ❑ Bids / RFPs / Quotes Award ❑ Bid Opening Scheduled ❑ Boards / Committees ❑ Budget ❑ Computer Related ❑ County Code ❑ Emergency Purchase ❑ 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 Request to accept and sign contract with Integrated Solutions Consulting. The consultant will be contracted to update the county Community Wildfire Protection Plan. Term:10/30/2025-12/09/2029. Cost:$79,500 -reimbursed by CWDG grant 13 M t;OF" o If necessary, was this document reviewed by accounting? ❑ YES ❑ NO 7 N/A If necessary, was this document reviewed by legal? 0 YES ❑ NO ❑ N/A DATE OF ACTION: 'o%� � DEFERRED OR CONTINUED TO: APPROVE: DENIED ABSTAIN D 1: D2: D3: WITHDRAWN: RECEIVED 4/23/24 GRANT COUNTY COMMISSIONERS 08/24/2021 DRAFT PROFESSIONAL SERVICES AGREEMENT THIS PROFESSIONAL SERVICES AGREEMENT (this "Agreement") is dated as of 10/30/2025 (the "Effective Date"), by and between Integrated Solutions Consulting, Corp. ("ISC") and Grant County (Washington State) County Sheriff s Office ("County"). RECITALS WHEREAS, ISC provides consulting and other professional services focused on Community Wildfire Protection Plan (CWPP); WHEREAS, Client desires to engage ISC to provide certain services as set forth herein. AGREEMENT NOW, THEREFORE, in consideration of the above recitals, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. 'Term and Termination. The term of this Agreement shall commence on the Effective Date and shall end when ISC has completed the contracted services as described in the Scope of Work (as defined below). Notwithstanding the foregoing, after the one-year anniversary of the Effective Date, either_ party may terminate this Agreement upon 30 days' written notice. Upon expiration or termination of this Agreement in any instance, County shall pay ISC for Services completed and/or in progress through the date of termination, to the extent work has been performed in accordance with this Agreement or otherwise to the satisfaction of County. 2. Scope of Services; Compensation and Payment. ISC shall provide the services (the "Services") set forth on Exhibit A (the "Scope of Work"), in accordance with this Agreement. County may, from time to time, request changes to the Scope of Work. Any such changes, including any corresponding increase or decrease in ISC's fees and the timeline for delivering the Services, shall be documented by an amendment to this Agreement. ISC's fees and payment terms are set forth on Exhibit B (the "Fee Schedule"). The cost of any changes, modifications, change orders or constructive changes must be allowable, allocable, within the scope of County's grant or cooperative agreement and reasonable for the completion of project scope, as applicable. 5984423/3/16946.000 3. Events of Default and Remedies. Any material misrepresentation in the inducement of this Agreement or the performance of the Services, or any breach of any term of this Agreement, shall be an "Event of Default." Upon the occurrence of an Event of Default and the defaulting party's failure to cure same within 30 days after written notice is given (which cure period shall be five days for a default of compliance with the Fee Schedule), the non -defaulting party may terminate this Agreement immediately. 4. Standards of Performance. ISC shall devote such time, attention, skill and knowledge as is reasonably necessary to perform Services the effectively and efficiently. County shall provide reasonable cooperation to ISC in its performance of the Services and shall execute, and to cause its employees and contractors to execute, such agreements, waivers and other documents as may be reasonably required by ISC in order to provide the Services. 5. Binding Effect; Assignment. This Agreement shall be binding on the parties and their respective successors and assigns. Neither party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party. 6. Confidential Information. a. Definition. "Confidential Information" refers to any information provided by one party to the other which is marked "Confidential," described as "proprietary" or "confidential," or which may be part of a trade secret, whether disclosed orally or in writing, or any other information which should reasonably be understood by the receiving party to be confidential information of the disclosing party. By example and without limiting the foregoing definition, Confidential Information shall include, but not be limited to: (a) formulas, algorithms, logic, functionality, research and development techniques, processes, trade secrets (including as defined in 765 ILLS 1065/2(d)), computer programs, software, electronic codes, mask works, inventions, innovations, patents, patent applications, discoveries, improvements, data, know-how, formats, test results, and research projects; (b) information about costs, profits, markets, sales, contracts and lists of customers, and distributors; (c) business, marketing, and strategic plans; and (d) forecasts, unpublished financial information, budgets, projections, and customer identities, characteristics and agreements. Confidential Information is to be broadly defined, and includes all information that has or could have commercial value or other utility in the business in which a party is engaged or contemplates engaging, and all information of which the unauthorized disclosure could be detrimental to the interests of the parties, whether or not such information is identified as Confidential Information by either party. b. ISC Confidential Information. ISC owns and has developed and compiled, and will develop and compile, certain trade secrets, proprietary techniques and other Confidential Information which have great value to its business. This Confidential Information includes not only information disclosed by ISC to County, but also information developed or learned by County during the course of its relationship with ISC, including but not limited to the development of software or the completion of the Services. 2 5984423/3/16946.000 c. Protection of Confidential Information. Each party agrees to maintain the other party's Confidential Information in confidence to the same extent that it protects its own Confidential Information and shall not use, disclose, provide or otherwise make available, in whole or in part, such Confidential Information to any person or entity, except as necessary to execute the Scope of Work. Subject to the foregoing, a party may disclose the Confidential Information of the other party to any of its employees, agents or contractors with a need to know such information to the extent necessary for that party to perform its obligations under this Agreement, provided the individuals to whom disclosure is made are bound to protect the confidentiality of such Confidential Information and comply with the limitations of this Agreement. d. Press Releases. Neither party shall issue publicity news releases nor grant press interviews, except where first agreed upon by the other party or as may be required by law, during or after the performance of the Services, nor shall either party disseminate any information regarding the Services without the prior written consent of the other party. e. Survival. The terms of this Section 6 shall survive the expiration or termination of this Agreement. f. Public Records Act. Notwithstanding this Section 6 (Confidential Information), County is a public agency subject to the Public Records Act, RCW 42.56 (PRA). Under the PRA, all materials relating to the conduct of government or the performance of any governmental or proprietary function prepared, owned, used, or retained by County or its functional equivalents are considered public records. The PRA requires that public records responsive to a public records request be promptly produced unless the PRA or an "other statute" exempts such records from production. This Grant Agreement is not intended to alter County's obligations under the PRA. The parties agree that if County receives a public records request for files that may include confidential information under this Section 6 (Confidential Information), County may notify the other party of the request and of the date that the records will be released to the requester unless ISC obtains a court order enjoining disclosure. If the ISC fails to obtain the court order enjoining disclosure, County may release the requested information on the date specified. If the ISC obtains a court order from a court of competent jurisdiction enjoining disclosure pursuant to the PRA, County shall maintain the confidentiality of the information per the court order. 7. Ownership of Work Product. Except as otherwise specified in the Scope of Work, any deliverables of the Services shall be considered works for hire in accordance with the United States Copyright Act, 17 U.S.C. §101, and shall be the sole property of County. Any software, Confidential Information or other work product developed independently by ISC prior to the Effective Date, and as improved upon, modified or otherwise developed or expanded upon during the term of this Agreement, even if done at the County's request and/or direction, shall remain the sole and exclusive property of ISC. Each party take all actions reasonably requested by the other party to effectuate the foregoing provisions regarding ownership. 3 5984423/3/16946.000 8. Representations and Warranties of ISC. ISC represents and warrants that the following shall be true and correct as of the Effective Date and shall continue to be true and correct during the term of this Agreement: a. Compliance with Laws. ISC is and shall remain in compliance with all material local, state and federal laws relating to this Agreement and the performance of Services. b. Good Standing. ISC is not in default and has not been deemed by County to be in default under any other Agreement with County during the five years immediately preceding the Effective Date. Disclaimer of All Other Warranties. THE WARRANTIES PROVIDED BY ISC HEREIN ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN ANY EVENT, COUNTY SHALL NOT BE ENTITLED TO ANY INCIDENTAL,CONSEQUENTIAL, LOSS OF PROFIT, LOSS OF OPPORTUNITY, OR PUNITIVE OR EXEMPLARY DAMAGES FOR ANY BREACH OF THIS AGREEMENT BY ISC. 9. Representations and Warranties of Client. Client represents and warrants that the following shall be true and correct as of the effective date of this Agreement and shall continue to be true and correct during the term of this Agreement. a. Authorization. County has taken all action necessary for the approval and execution of this Agreement. b. Financing. County has taken all steps necessary to secure financing and warrants it will pay all fees when due. 10. Contractor Relationship. The relationship between ISC and County is and shall continue to be that of an independent contractor. Neither ISC nor any of ISC's employees shall be entitled to receive County employee benefits. As an independent contractor, ISC shall be responsible for the payment of all applicable taxes and withholdings which may be due in regard to compensation paid by County. ISC's valid federal employer identification number as defined by the United States Internal Revenue Code will be provided to County upon request. 11. Indemnification. To the fullest extent permitted by law, ISC shall indemnify, defend, and hold harmless County, and all officials, agents and employees of the County, from and against all claims for injuries or death arising out of or resulting from the performance of the Agreement. "Claim" as used in this Agreement, means any financial loss, claim, suit, action, damage, or expense, including but not limited to attorney's fees, attributable for bodily injury, sickness, disease, or death, or injury to or the destruction of tangible property including loss of use resulting therefrom. ISC's obligation to indemnify, defend, and hold harmless includes any claim by ISC's agents, employees, representatives, or any subgrantee or its employees. 4 5984423/3/16946.000 ISC's obligation shall not include such claims that may be caused by the sole negligence of the County and its agencies, officials, agents, and employees. If the claims or damages are caused by or result from the concurrent negligence of (a) the State, its agents or employees and (b) ISC, its subgrantees, agents, or employees, this indemnity provision shall be valid and enforceable only to the extent of the negligence of ISC or its subgrantees, agents, or employees. ISC waives its immunity under Title 51 RCW, Industrial Insurance, to the extent it is required to indemnify, defend and hold harmless County and its agencies, officers, agents or employees.. '12. Insurance. At all times during the term of this Agreement, each party shall maintain, at its sole expense, customary and appropriate insurance coverage. 13. Non -Solicitation of Employees. During the term of this Agreement and for two years thereafter, Client shall not, directly or indirectly, solicit, recruit or induce any employee or contractor of ISC to (a) terminate their employment relationship or contractor relationship with ISC, or (b) work for any other person or entity engaged in ISC's industry. 14. Entire Agreement and Amendment. This Agreement, including all exhibits and referenced documents, constitutes the entire agreement of the parties with respect to the matters contained herein. All attached exhibits are incorporated into and made a part of this Agreement. No modification of or amendment to this Agreement shall be effective unless such modification or amendment is in writing and signed by both parties. Any prior agreements or representations, 5 5984423/3/16946.000 either written or oral, relating to the subject matter of this Agreement are of no force or effect. Headings are for convenience only, and shall not be deemed to create or waive any substantive rights. 15. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, without regard to any conflict of law or choice of law principles. Venue for any disputes related to this Agreement will be proper in Grant County, Washington. 16. Waiver. No delay or omission by ISC to exercise any right hereunder shall be construed as a waiver of any such right, and ISC reserves the right to exercise any such right from time to time as often and as may be deemed expedient. [Signature page follows.] 5 5984423/3/16946.000 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date. ISC: Integrated Solutions Consulting, an Illinois corporation By: 10/30/2025 Name: Dan Martin Title: President CLIENT: Grant County Sheriffs Office CLIENT NAME: By: Name: Title: 5984423/3/16946.000 I NO I IffWA Scope of Work ISC will provide consulting services to develop a comprehensive Community Wildfire Protection Plan (CWPP) for Grant County, Washington. The Services include: Project Coordination: Facilitate Steering Committee meetings and ensure stakeholder engagement throughout the planning process. Wildfire Risk Assessment: Conduct comprehensive analysis of wildfire hazards, vulnerabilities, and risk to communities and infrastructure, including wildland-urban interface mapping, fire behavior modeling, and impact assessments. Mitigation Strategy Development: Develop actionable strategies to reduce wildfire risk, including fuel treatment recommendations, structural ignitability reduction measures, and community resilience enhancements. Public Outreach: Conduct community engagement through public meetings, surveys, and stakeholder interviews to ensure broad participation and input. Final Deliverables: Prepare and deliver a complete CWPP following CPG 101 guidelines in multiple formats (PDF and Microsoft Word), and facilitate a presentation seminar for participating agencies and elected officials. 5984423/3/16946.000 M �/MU N Fee Schedule and Essential Items The essential terms of this award are: • Project: Community Wildfire Protection Plan (CWPP) for Grant County • Total Award Amount: Not to exceed $79,500. • Anticipated Completion Date: before 12/09/2029 5984423/3/16946.000 PROFESSIONAL SERVICES AGREEMENT Integrated Solutions Consulting, Corp/ Grant County Sheriffs Office Date:-,,? -,;,? e%S�— ATTEST: Elarbar� J. VasqY' Clerk Of he Bo rd T for R. Bevlt, WSBA #47989 rant County rector' Office bvil Deputy (rosecuting Attorney /,I Date: gffl F BOARD OF COUNTY COMMISSIONERS GRANT COUNTY, WASHINGTO R(b Pin-s", Cindy Cadr, Vice-ChaVr Kevin E. Burgess, Member