HomeMy WebLinkAboutFORM TO FILL OUT: Sample Contract Markup
AGREEMENT FOR CLICK HERE TO ENTER TEXT.
THIS AGREEMENT, dated Click here to enter text., is by and between the City of Renton (the “City”), a Washington municipal corporation, and Click here to enter text. (“Consultant”),
Click here to enter text.. The City and the Consultant are referred to collectively in this Agreement as the “Parties.” Once fully executed by the Parties, this Agreement is effective
as of the last date signed by both parties.
Scope of Work: Consultant agrees to provide Click here to enter text. as specified in Exhibit Click here to enter text., which is attached and incorporated herein and may hereinafter
be referred to as the “Work.” [NOTE: the Scope of work should fully describe the services in sufficient detail to bind the consultant in the event of a dispute. If design or other
applicable standards apply to the work identify those standards here or in the Scope of Work exhibit so that the Consultant will be bound to the desired standards. DELETE THIS NOTE].
Changes in Scope of Work: The City, without invalidating this Agreement, may order changes to the Work consisting of additions, deletions or modifications. Any such changes to the Work
shall be ordered by the City in writing and the Compensation shall be equitably adjusted consistent with the rates set forth in Exhibit Click here to enter text. or as otherwise mutually
agreed by the Parties.
Time of Performance: Consultant shall commence performance of the Agreement pursuant to the schedule(s) set forth in Exhibit Click here to enter text.. All Work shall be performed by
no later than Click here to enter text.. [NOTE: insert latest date by which you expect the services to take to perform without a contract amendment- note that more specific deadlines
should be included in the referenced exhibit, DELETE THIS NOTE.]
Compensation:
A. Amount. Total compensation to Consultant for Work provided pursuant to this Agreement shall not exceed $Click here to enter text., plus any applicable state and local sales taxes.
Compensation shall be paid [NOTE: ADD THIS ADDITIONAL LANGUAGE FOR FIXED SUM CONTRACTS AND DELETE THIS NOTE] as a flat rate fixed sum based upon Work actually performed according to
the rate(s) or amounts specified in Exhibit Click here to enter text.. The Consultant agrees that any hourly or flat rate charged by it for its Work shall remain locked at the negotiated
rate(s) unless otherwise agreed to in writing or provided in Exhibit Click here to enter text.. Except as specifically provided
herein, the Consultant shall be solely responsible for payment of any taxes imposed as a result of the performance and payment of this Agreement.
B. Method of Payment. On a monthly or no less than quarterly basis during any quarter in which Work is performed, the Consultant shall submit a voucher or invoice in a form specified
by the City, including a description of what Work has been performed, the name of the personnel performing such Work, and any hourly labor charge rate for such personnel. The Consultant
shall also submit a final bill upon completion of all Work. Payment shall be made by the City for Work performed within thirty (30) calendar days after receipt and approval by the appropriate
City representative of the voucher or invoice. If the Consultant’s performance does not meet the requirements of this Agreement, the Consultant will correct or modify its performance
to comply with the Agreement. The City may withhold payment for work that does not meet the requirements of this Agreement.
C. Effect of Payment. Payment for any part of the Work shall not constitute a waiver by the City of any remedies it may have against the Consultant for failure of the Consultant to perform
the Work or for any breach of this Agreement by the Consultant.
D. Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City shall not be obligated to
make payments for Work or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Work for which funds are
allocated. No penalty or expense shall accrue to the City in the event this provision applies.
Termination:
The City reserves the right to terminate this Agreement at any time, with or without cause by giving ten (10) calendar days’ notice to the Consultant in writing. In the event of such
termination or suspension, all finished or unfinished documents, data, studies, worksheets, models and reports, or other material prepared by the Consultant pursuant to this Agreement
shall be submitted to the City, if any are required as part of the Work.
In the event this Agreement is terminated by the City, the Consultant shall be entitled to payment for all hours worked to the effective date of termination, less all payments previously
made. If the Agreement is terminated by the City after partial performance of Work for which the agreed compensation is a fixed fee, the City shall pay the Consultant an equitable share
of the fixed fee. This provision shall not prevent the City from seeking any legal remedies it may have for the violation or nonperformance
of any of the provisions of this Agreement and such charges due to the City shall be deducted from the final payment due the Consultant. No payment shall be made by the City for any
expenses incurred or work done following the effective date of termination unless authorized in advance in writing by the City.
Warranties And Right To Use Work Product: Consultant represents and warrants that Consultant will perform all Work identified in this Agreement in a professional and workmanlike manner
and in accordance with all reasonable and professional standards and laws. Compliance with professional standards includes, as applicable, performing the Work in compliance with applicable
City standards or guidelines (e.g. design criteria and Standard Plans for Road, Bridge and Municipal Construction). Professional engineers shall certify engineering plans, specifications,
plats, and reports, as applicable, pursuant to RCW 18.43.070. Consultant further represents and warrants that all final work product created for and delivered to the City pursuant to
this Agreement shall be the original work of the Consultant and free from any intellectual property encumbrance which would restrict the City from using the work product. Consultant
grants to the City a non-exclusive, perpetual right and license to use, reproduce, distribute, adapt, modify, and display all final work product produced pursuant to this Agreement.
The City’s or other’s adaptation, modification or use of the final work products other than for the purposes of this Agreement shall be without liability to the Consultant. The provisions
of this section shall survive the expiration or termination of this Agreement.
Record Maintenance: The Consultant shall maintain accounts and records, which properly reflect all direct and indirect costs expended and Work provided in the performance of this Agreement
and retain such records for as long as may be required by applicable Washington State records retention laws, but in any event no less than six years after the termination of this Agreement.
The Consultant agrees to provide access to and copies of any records related to this Agreement as required by the City to audit expenditures and charges and/or to comply with the Washington
State Public Records Act (Chapter 42.56 RCW). The provisions of this section shall survive the expiration or termination of this Agreement.
Public Records Compliance: To the full extent the City determines necessary to comply with the Washington State Public Records Act, Consultant shall make a due diligent search of all
records in its possession or control relating to this Agreement and the Work, including, but not limited to, e-mail, correspondence, notes, saved telephone messages, recordings, photos,
or drawings and provide them to the City for production. In the event Consultant believes said records need to be protected from disclosure, it may, at Consultant’s own expense, seek
judicial protection. Consultant shall indemnify, defend, and hold harmless the City for all costs, including attorneys’ fees, attendant to any claim or litigation related to a Public
Records Act request for which Consultant has responsive
records and for which Consultant has withheld records or information contained therein, or not provided them to the City in a timely manner. Consultant shall produce for distribution
any and all records responsive to the Public Records Act request in a timely manner, unless those records are protected by court order. The provisions of this section shall survive
the expiration or termination of this Agreement.
Independent Contractor Relationship:
The Consultant is retained by the City only for the purposes and to the extent set forth in this Agreement. The nature of the relationship between the Consultant and the City during
the period of the Work shall be that of an independent contractor, not employee. The Consultant, not the City, shall have the power to control and direct the details, manner or means
of Work. Specifically, but not by means of limitation, the Consultant shall have no obligation to work any particular hours or particular schedule, unless otherwise indicated in the
Scope of Work or where scheduling of attendance or performance is mutually arranged due to the nature of the Work. Consultant shall retain the right to designate the means of performing
the Work covered by this agreement, and the Consultant shall be entitled to employ other workers at such compensation and such other conditions as it may deem proper, provided, however,
that any contract so made by the Consultant is to be paid by it alone, and that employing such workers, it is acting individually and not as an agent for the City.
The City shall not be responsible for withholding or otherwise deducting federal income tax or Social Security or contributing to the State Industrial Insurance Program, or otherwise
assuming the duties of an employer with respect to Consultant or any employee of the Consultant.
If the Consultant is a sole proprietorship or if this Agreement is with an individual, the Consultant agrees to notify the City and complete any required form if the Consultant retired
under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Consultant’s failure to do so.
Hold Harmless: The Consultant agrees to release, indemnify, defend, and hold harmless the City, elected officials, employees, officers, representatives, and volunteers from any and all
claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties, expenses,
attorney’s or attorneys’ fees, costs, and/or litigation expenses to or by any and all persons or entities, arising from, resulting from, or related to the negligent acts, errors or
omissions of the Consultant in its performance of this Agreement or a breach of this Agreement by Consultant, except for that portion of the claims caused by the City’s sole negligence.
Should a court of competent jurisdiction determine that this agreement is subject to RCW 4.24.115, (Validity of agreement to indemnify against liability for negligence relative to construction,
alteration, improvement, etc., of structure or improvement attached to real estate…) then, in the event of liability for damages arising out of bodily injury to persons or damages to
property caused by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials, employees and volunteers, Consultant’s liability shall be only
to the extent of Consultant’s negligence.
It is further specifically and expressly understood that the indemnification provided in this Agreement constitute Consultant’s waiver of immunity under the Industrial Insurance Act,
RCW Title 51, solely for the purposes of this indemnification. The Parties have mutually negotiated and agreed to this waiver. The provisions of this section shall survive the expiration
or termination of this Agreement.
Gifts and Conflicts: The City’s Code of Ethics and Washington State law prohibit City employees from soliciting, accepting, or receiving any gift, gratuity or favor from any person,
firm or corporation involved in a contract or transaction. To ensure compliance with the City’s Code of Ethics and state law, the Consultant shall not give a gift of any kind to City
employees or officials. Consultant also confirms that Consultant does not have a business interest or a close family relationship with any City officer or employee who was, is, or will
be involved in selecting the Consultant, negotiating or administering this Agreement, or evaluating the Consultant’s performance of the Work.
City of Renton Business License: The Consultant shall obtain a City of Renton Business License prior to performing any Work and maintain the business license in good standing throughout
the term of this agreement with the City.
Information regarding acquiring a city business license can be found at:
http://rentonwa.gov/business/default.aspx?id=548&mid=328.
Information regarding State business licensing requirements can be found at: http://dor.wa.gov/content/doingbusiness/registermybusiness/
Insurance: Consultant shall secure and maintain:
Commercial general liability insurance in the minimum amounts of $1,000,000 for each occurrence/$2,000,000 aggregate for the Term of this Agreement.
In the event that Work delivered pursuant to this Agreement either directly or indirectly involve or require Professional Services, Professional Liability, Errors and Omissions coverage
shall be provided with minimum limits of $1,000,000 per
occurrence. "Professional Services", for the purpose of this section, shall mean any Work provided by a licensed professional or Work that requires a professional standard of care.
Workers’ compensation coverage, as required by the Industrial Insurance laws of the State of Washington, shall also be secured.
Commercial Automobile Liability for owned, leased, hired or non-owned, leased, hired or non-owned, with minimum limits of $1,000,000 per occurrence combined single limit, if there will
be any use of Consultant’s vehicles on the City’s Premises by or on behalf of the City, beyond normal commutes.
Consultant shall name the City as an Additional Insured on its commercial general liability policy on a non-contributory primary basis. The City’s insurance policies shall not be a source
for payment of any Consultant liability, nor shall the maintenance of any insurance required by this Agreement be construed to limit the liability of Consultant to the coverage provided
by such insurance or otherwise limit the City’s recourse to any remedy available at law or in equity.
Subject to the City’s review and acceptance, a certificate of insurance showing the proper endorsements, shall be delivered to the City before performing the Work.
Consultant shall provide the City with written notice of any policy cancellation, within two (2) business days of their receipt of such notice.
Network Security (Cyber) and Privacy Insurance shall be written with limits no less than $1,000.000 per claim $1,000,000 policy aggregate for network security and privacy coverage, $100,000
per claim for regulatory action (fines and penalties), and $100,000 per claim for event management services.
Network Security (Cyber) and Privacy Insurance shall include, but not be
limited to, coverage, including defense, for the following losses or services:
Liability arising from theft, dissemination, and/or use of Public Entity confidential and personally identifiable information, including but not limited to, any information about an
individual maintained by the Public Entity, including (i) any information that can be used to distinguish or trace an individual‘s identity, such as name, social security number, date
and place of birth, mother’s maiden name, or biometric records; and (ii) any other information that is linked or linkable to an individual, such as
medical, educational, financial, and employment information regardless of how or where the information is stored or transmitted.
Network security liability arising from (i) the unauthorized access to, use of, or tampering with computer systems, including hacker attacks; or (ii) the inability of an authorized third
party to gain access to supplier systems and/or Public Entity data, including denial of service, unless caused by a mechanical or electrical failure; (iii) introduction of any unauthorized
software computer code or virus causing damage to the Public Entity or any other third party data.
Lawfully insurable fines and penalties resulting or alleging from a data breach.
Event management services and first-party loss expenses for a data breach response including crisis management services, credit monitoring for individuals, public relations, legal service
advice, notification of affected parties, independent information security forensics firm, and costs to re-secure, re-create and restore data or systems.
Safeguarding of Personal Information
Consultant shall not use or disclose Personal Information, as defined in RCW 19.255.010, in any manner that would constitute a violation of federal law or applicable provisions of Washington
State law. Consultant agrees to comply with all federal and state laws and regulations, as currently enacted or revised, regarding data security and electronic data interchange of
Personal Information.
Consultant shall ensure its directors, officers, employees, subcontractors or agents use Personal Information solely for the purposes of accomplishing the services set forth in the Agreement.
Consultant shall protect Personal Information collected, used, or acquired in connection with the Agreement, against unauthorized use, disclosure, modification or loss.
Consultant and its subconsultants agree not to release, divulge, publish, transfer, sell or otherwise make Personal Information known to unauthorized persons without the express written
consent of Public Entity or as otherwise authorized by law.
Consultant agrees to implement physical, electronic, and managerial policies, procedures, and safeguards to prevent unauthorized access, use, or disclosure of Personal Information.
Consultant shall make the Personal Information available to amend as directed by Public Entity and incorporate any amendments into all the copies maintained by the Consultant or its
subcontractors. Consultant shall certify its return or destruction upon expiration or termination of the Agreement and the Consultant shall retain no copies. If Consultant and Public
Entity mutually determine that return or destruction is not feasible, the Consultant shall not use the Personal Information in a manner other than those permitted or authorized by state
and federal laws.
Consultant shall notify Public Entity in writing immediately upon becoming aware of any unauthorized access, use or disclosure of Personal Information. Consultant shall take necessary
steps to mitigate the harmful effects of such use or disclosure. Consultant is financially responsible for notification of any unauthorized access, use or disclosure. The details
of the notification must be approved by Public Entity.
Any breach of this clause may result in termination of the Agreement and the demand for return of all Personal Information.
Delays: Consultant is not responsible for delays caused by factors beyond the Consultant’s reasonable control. When such delays beyond the Consultant’s reasonable control occur, the
City agrees the Consultant is not responsible for damages, nor shall the Consultant be deemed to be in default of the Agreement.
Successors and Assigns: Neither the City nor the Consultant shall assign, transfer or encumber any rights, duties or interests accruing from this Agreement without the written consent
of the other.
Notices: Any notice required under this Agreement will be in writing, addressed to the appropriate party at the address which appears below (as modified in writing from time to time
by such party), and given personally, by registered or certified mail, return receipt requested, by facsimile or by nationally recognized overnight courier service. Time period for
notices shall be deemed to have commenced upon the date of receipt, EXCEPT facsimile delivery will be deemed to have commenced on the first business day following transmission. Email
and telephone may be used for purposes of administering the Agreement, but should not be used to give any formal notice required by the Agreement.
CITY OF RENTON
Click here to enter text.
1055 South Grady Way
Renton, WA 98057
Phone: (425) 430-Click here to enter text.
Click here to enter text.
Fax: (425) 430-Click here to enter text.CONSULTANT
Click here to enter text.
Click here to enter text.
Click here to enter text.
Phone: Click here to enter text.
Click here to enter text.
Fax: Click here to enter text.
Discrimination Prohibited: Except to the extent permitted by a bona fide occupational qualification, the Consultant agrees as follows:
Consultant, and Consultant’s agents, employees, representatives, and volunteers with regard to the Work performed or to be performed under this Agreement, shall not discriminate on the
basis of race, color, sex, religion, nationality, creed, marital status, sexual orientation or preference, age (except minimum age and retirement provisions), honorably discharged veteran
or military status, or the presence of any sensory, mental or physical handicap, unless based upon a bona fide occupational qualification in relationship to hiring and employment, in
employment or application for employment, the administration of the delivery of Work or any other benefits under this Agreement, or procurement of materials or supplies.
The Consultant will take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, creed, color, national
origin, sex, age, sexual orientation, physical, sensory or mental handicaps, or marital status. Such action shall include, but not be limited to the following employment, upgrading,
demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training.
If the Consultant fails to comply with any of this Agreement’s non-discrimination provisions, the City shall have the right, at its option, to cancel the Agreement in whole or in part.
The Consultant is responsible to be aware of and in compliance with all federal, state and local laws and regulations that may affect the satisfactory completion of the project, which
includes but is not limited to fair labor laws, worker's compensation, and Title VI of the Federal Civil Rights Act of 1964, and will comply with City of Renton Council Resolution Number
4085.
Miscellaneous: The parties hereby acknowledge:
The City is not responsible to train or provide training for Consultant.
Consultant will not be reimbursed for job related expenses except to the extent specifically agreed within the attached exhibits.
Consultant shall furnish all tools and/or materials necessary to perform the Work except to the extent specifically agreed within the attached exhibits.
In the event special training, licensing, or certification is required for Consultant to provide Work he/she will acquire or maintain such at his/her own expense and, if Consultant employs,
sub-contracts, or otherwise assigns the responsibility to perform the Work, said employee/sub-contractor/assignee will acquire and or maintain such training, licensing, or certification.
This is a non-exclusive agreement and Consultant is free to provide his/her Work to other entities, so long as there is no interruption or interference with the provision of Work called
for in this Agreement.
Consultant is responsible for his/her own insurance, including, but not limited to health insurance.
Consultant is responsible for his/her own Worker’s Compensation coverage as well as that for any persons employed by the Consultant.
Other Provisions:
Approval Authority. Each individual executing this Agreement on behalf of the City and Consultant represents and warrants that such individuals are duly authorized to execute and deliver
this Agreement on behalf of the City or Consultant.
General Administration and Management. The City’s project manager is Click here to enter text.. In providing Work, Consultant shall coordinate with the City’s contract manager or his/her
designee.
Amendment and Modification. This Agreement may be amended only by an instrument in writing, duly executed by both Parties.
Conflicts. In the event of any inconsistencies between Consultant proposals and this Agreement, the terms of this Agreement shall prevail. Any exhibits/attachments to this Agreement
are incorporated by reference only to the extent of the purpose for which they are referenced within this Agreement. To the extent a Consultant prepared exhibit conflicts with the terms
in the body of this Agreement or contains terms that are extraneous to the purpose for which it is referenced, the terms in the
body of this Agreement shall prevail and the extraneous terms shall not be incorporated herein.
Governing Law. This Agreement shall be made in and shall be governed by and interpreted in accordance with the laws of the State of Washington and the City of Renton. Consultant and
all of the Consultant’s employees shall perform the Work in accordance with all applicable federal, state, county and city laws, codes and ordinances.
Joint Drafting Effort. This Agreement shall be considered for all purposes as prepared by the joint efforts of the Parties and shall not be construed against one party or the other as
a result of the preparation, substitution, submission or other event of negotiation, drafting or execution.
Jurisdiction and Venue. Any lawsuit or legal action brought by any party to enforce or interpret this Agreement or any of its terms or covenants shall be brought in the King County Superior
Court for the State of Washington at the Maleng Regional Justice Center in Kent, King County, Washington, or its replacement or successor. Consultant hereby expressly consents to the
personal and exclusive jurisdiction and venue of such court even if Consultant is a foreign corporation not registered with the State of Washington.
Severability. A court of competent jurisdiction’s determination that any provision or part of this Agreement is illegal or unenforceable shall not cancel or invalidate the remainder
of this Agreement, which shall remain in full force and effect.
Sole and Entire Agreement. This Agreement contains the entire agreement of the Parties and any representations or understandings, whether oral or written, not incorporated are excluded.
Time is of the Essence. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description
of the Work is essential to the Consultant’s performance of this Agreement.
Third-Party Beneficiaries. Nothing in this Agreement is intended to, nor shall be construed to give any rights or benefits in the Agreement to anyone other than the Parties, and all
duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of the Parties and no one else.
Binding Effect. The Parties each bind themselves, their partners, successors, assigns, and legal representatives to the other party to this Agreement, and to the partners, successors,
assigns, and legal representatives of such other party with respect to all covenants of the Agreement.
Waivers. All waivers shall be in writing and signed by the waiving party. Either party’s failure to enforce any provision of this Agreement shall not be a waiver and shall not prevent
either the City or Consultant from enforcing that provision or any other provision of this Agreement in the future. Waiver of breach of any provision of this Agreement shall not be
deemed to be a waiver of any prior or subsequent breach unless it is expressly waived in writing.
Counterparts. The Parties may execute this Agreement in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement.
IN WITNESS WHEREOF, the Parties have voluntarily entered into this Agreement as of the date last signed by the Parties below.
CITY OF RENTON
By:_____________________________
CONSULTANT
By:____________________________
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Click here to enter text.Click here to enter text.
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_____________________________
Date
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DateAttest
_____________________________
Jason A. Seth
City Clerk
Approved as to Legal Form
_____________________________Shane Moloney
Renton City Attorney
Shane Moloney
Renton City Attorney
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