County board meets

Jackson County Commissioners talk things over at a special session of the board early Thursday, Nov. 21, in Marianna.

At a special meeting of the Jackson County Commission, board members on Thursday, Nov. 21, reversed an earlier decision to follow their attorney’s advice and not approve a master agreement with Mueller Services, the company that had sold the county some water meters and entered a lease with the government for the meter reading system associated with it.

On the advice of board attorney Michelle Jordan, the board had initially rejected it because of concerns she had about the proposed language regarding terms of indemnity that the company had proposed in its version of the agreement.

Jordan wasn’t there to object Thursday, Nov. 21, when county Public Works Director Rett Daniels presented it for a second time. Urging its approval in the previous meeting, citing a need for it in order to move ahead with use of all the equipment involved, he offered a version with the company’s proposed changes to the original highlighted in red, and a completed non-highlighted copy of it with the changes incorporated.

The board had already seen the red-highlighted version, in the meeting that Jordan did attend and in which she objected to the signing.

In the paragraph setting out “conditions of bid and procurement,” the original agreement had read: “All services/products will be provided in accordance with the specifications and bid items set forth in procurement process (all of the terms and conditions of which are incorporated herein by reference).”

In the company-proposed version, that section was amended to read: “All services/products will be provided in accordance with the technical specifications set forth in procurement process.” The parenthetical material was struck entirely in the company version.

In the section regarding “No assignment,” the original read: Provider shall not be entitled to and shall not assign or subcontract any of the provider’s duties or obligations hereunder or the services/products, and any such assignment or subcontract shall be void as against the county.”

The company version of that section added a phrase; the section now reads: “Unless consented to by County, which shall not be unreasonably withheld, provider shall not be entitled to and shall not assign or subcontract any of the provider’s duties or obligations hereunder or the services/products, and any such assignment or subcontract shall be void as against the county.”

In the “Indemnification by Provider” section, which was pointed out by Jordan as of special concern several changes were made to the original. The document originally read this way, in part: “Provider agrees to indemnify the County (and the County’s commissioners, officers, employees, and attorneys) and hold all of them harmless from and against and pay the cost of defense of any and all of them against any and all damages, claims, administrative and judicial proceedings and orders, judgments, remedial action requirement, enforcement actions of any kind, repair, work, and all costs and expenses incurred in connection therewith (including but not limited to attorney’s fees, paralegal charges and expenses), arising out of or related to, directly or indirectly, Provider performance of or failure to perform Provider’s services/products under this agreement. This indemnification shall apply whether the claim or occurrence happened or began prior to, during, or after any services/products by the Provider (except those arising out of a breach of this agreement by the county) or of any of any other person, firm, or corporation.”

The amended version accepted by the county strikes some of the language, and adds some words and phrases; it now reads: “Provider agrees to indemnify the County (and the County[s commissioners, officers, employees, and attorneys) and hold all of them harmless from and against and pay the cost of defense of any and all of them against any and all third party damages, claims, administrative and judicial proceedings and orders, judgments, remedial action requirements, enforcement actions of any kind, repair work, and all costs and expenses incurred in connection therewithin (including but not limited to reasonable attorney’s fees, paralegal charges and expenses), arising out of or related to, directly, Providers willful misconduct or negligent performance of or failure to perform Provider’s services/products under this agreement. The scope of this indemnification shall include, but not be limited to, any and all claims of Provider (except those arising out of County’s negligence or a breach of this agreement by the County), or of any other person, firm or corporation.”

In the section “No Other Promises,” the company struck a phrase from the original. Before that change, the proposed agreement read, in part: “The agreement, consisting of the Agreement and this addendum and all contract and bid documents, is the entire agreement of the parties with respect to the subject matter hereof.”

The company’s amendment strikes the phrase “all contract and bid documents” from that section.

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