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AGREEMENT FOR INVESTIGATIVE SERVICES 2024-2025
THIS AGREEMENT, dated for reference purposes only as August 1, 2024, by and between the City
of Renton (the “City”), a Washington municipal corporation, and Haggard & Ganson, LLP
(“Consultant”), a limited liability partnership. 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.
1. Scope of Work: Consultant agrees to provide investigative services as specified in Exhibit
A, which is attached and incorporated herein and may hereinafter be referred to as the
“Work.”
2. 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 A or as otherwise mutually agreed by
the Parties.
3.Time of Performance: Consultant shall commence performance of the Agreementpursuant
to the schedule(s) set forth in Exhibit A. All Work shall be performed by no later than
December 31, 2025.
4.Compensation:
A. Amount. Total compensation to Consultant for Work provided pursuant to this
Agreement shall not exceed $50,000, plus any applicable state and local sales taxes.
Compensation shall be paid based upon Work actually performed according to the
rate(s) or amounts specified in Exhibit A. 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 A. 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.
CAG-24-227
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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.
5. Termination:
A. 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.
B. 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.
6. 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.
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7. 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
Agreementand retain such records for as long as may be required byapplicable 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.
8. 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.
9. Independent Contractor Relationship:
A. 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.
B. 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.
C. 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
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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.
10. Hold Harmless: The Consultant agrees to release, indemnify, defend, and hold harmless the
City, elected officials, employees, officers, representatives, and volunteersfrom 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.
11. 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.
12. City of Renton Business License: Unless exempted by the Renton Municipal Code,
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:
https://www.rentonwa.gov/Tax
Information regarding State business licensing requirements can be found at:
https://dor.wa.gov/doing-business/register-my-business
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13. Insurance: Consultant shall secure and maintain:
A. 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.
B. In the event that Workdelivered 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.
C. Workers’ compensation coverage, as required by the Industrial Insurance laws of the
State of Washington, shall also be secured.
D. 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.
E. 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.
F. 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.
G. Consultant shall provide the City with written notice of any policy cancellation, within
two (2) business days of their receipt of such notice.
14. 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.
15. 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.
16. 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, or by nationally recognized overnight courier service. Time period for notices
shall be deemed to have commenced upon the date of receipt. 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.
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CITY OF RENTON
Kim Gilman, Interim HRRM Administrator
1055 South Grady Way
Renton, WA 98057
Phone: (425) 430-7655
KGilman@rentonwa.gov
CONSULTANT
Jeff Ganson
19125 North Creek Pkwy, #120
Bothell, WA 98011
Phone: (425) 329-2611
Jeff@haggardganson.com
17. Discrimination Prohibited: Except to the extent permitted by a bona fide occupational
qualification, the Consultant agrees as follows:
A. 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.
B. 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.
C. 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.
D. 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.
18. Miscellaneous: The parties hereby acknowledge:
A. The City is not responsible to train or provide training for Consultant.
B. Consultant will not be reimbursed for job related expenses except to the extent
specifically agreed within the attached exhibits.
C. Consultant shall furnish all tools and/or materials necessary to perform the Work except
to the extent specifically agreed within the attached exhibits.
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D. 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.
E. 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.
F. Consultant is responsible for his/her own insurance, including, but not limited to health
insurance.
G. Consultant is responsible for his/her own Worker’s Compensation coverage as well as
that for any persons employed by the Consultant.
19. Other Provisions:
A. 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.
B. General Administration and Management. The City’s project manager is Kim Gilman,
Interim HRRM Administrator. In providing Work, Consultant shall coordinate with the
City’s contract manager or his/her designee.
C. Amendment and Modification. This Agreement may be amended only by an instrument
in writing, duly executed by both Parties.
D. 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.
E. 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.
F. 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.
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G. 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.
H. 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.
I. 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.
J. 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.
K. 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.
L. 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.
M. 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.
N. 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.
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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:____________________________
Kim Gilman
Interim HRRM Administrator
Jeff Ganson
Attorney/Law firm partner
_____________________________
Date
_____________________________
Date
Approved as to Legal Form
By: __________________________
Alex Tuttle
Senior Assistant City Attorney
OOTCA contract no. 3142
Contract Template Updated 5/21/2021
Approved by Alex Tuttle via email 8/9/2024
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EXHIBIT A
Haggard & Ganson LLP
MunicipalLaw • Investigations • Neutral Services
19125 North Creek Pkwy, Suite 120, PMB 337, Bothell, Washington 98011
haggardganson.com • 425.329.2611
August 2, 2024
Kim Gilman
Interim Human Resources & Risk Management
Administrator City of Renton
1055 S. Grady Way
Renton, WA 98057-3232
Re: Workplace Investigations
Dear Ms. Gilman:
Thank you forselecting Haggard & GansonLLP toconduct workplace
investigations on behalfof City ofRenton. The purpose of this letter is to set forth our
standard terms of engagement and explain the basis on which we provide services. We
encourage you to review these terms carefully and call us if you have any questions.
Scope of Work
I understand that you haveretained Haggard & Ganson LLP to conduct
independent investigations on a periodic basis. Ourobjectivein each investigationis to
find the facts and determine if any agency policies have been violated or if there are other
grounds for concern.Tothis end, wewillreviewdocuments that arerelevant to the
matter andinterview the complainant(s), subject, and witnesses, following which we will
provide a written summary of our investigation and findings. Haggard & Ganson LLP
reserves the right to decline any investigation assignment at our sole discretion,
including without limitation for reasons of workload, scheduling, or potential conflicts.
Fees
We keep accurate daily records of time spent on theinvestigationin one-tenth
hour segments. The time spent on a matter and the hourly rate is printed on your invoice.
Our current hourly rate is $290/hour.
Billing for Costs
We do not charge for routine office expenses that we consider a normal part of
our office overhead. While most investigations are conducted remotely, for travel, we
bill for the actual time of the professional involved at the hourly rates discussed above,
but not for the cost of mileage incurred in the travel. We charge our regular hourly rate
for
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time traveling to and from and testifying in any proceeding for which testimony is
required or desired, as well as time spent in deposition and preparing to testify in
a proceeding or deposition.
Payment of Invoices
Wewillsend you an invoice for our services at the completionof an investigation;
however, we reserve the right to bill on a monthly basis for investigations that are
especially time-intensive or prolonged. We have extended the grace period for payment
ofour invoices to 60 daysfrom the date of the statement.The balance of allunpaid fees
and costs will accrue interest at the rate of one percent per month (annual rate of l2%)
after 60 daysfrom the date of the statement.
If you have any questions about a billingstatement, please contact us. The
earlier you bring a matter to our attention, the easier it isfor us to respond to your
inquiry. Wedo not charge for time spent responding to reasonable inquiries regarding
bills.
Termination of Relationship
Youhave the right to terminateour relationship at any time for any reason.
If you decide to do so, you remain responsible for payment for any service rendered
or costs incurred to the date weactually received notice of termination. Youalso
remain responsible for the services and costs necessary for concluding or
transferring the matters, as requested.
AcknowledgementofTerms of Engagement
After you have reviewed this letter, please acknowledge your understanding of the
terms of the engagement by signing a copy of this letter in the space provided below and
returning it to us at your earliest convenience. If the signed engagement letter is not
returned within 10 days, we will assume that these terms are acceptable to you.
Thank you again for entrusting your investigative work to Haggard & Ganson LLP.
We look forward to this opportunity to work with you and provide City of Renton with the
responsive and personal service upon which we have built our professional reputation.
Sincerely,
HAGGARD & GANSON LLP
Jeffrey Ganson, Partner