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HomeMy WebLinkAboutContract CAG-15-200 CITY OF RENTON CONSULTANT AGREEMENT THIS CONSULTANT AGREEMENT ("Agreement") is made as of the dq day of, 9t. , 201 , (the "Effective Date") by and between the City of Renton, a non-charter code city under RCW 35A, and a municipal corporation under the laws of the State of Washington (hereinafter "Renton"), and EASL, Incorporated (dba Liz Loomis Public Affairs), whose address is PO Box 2451, Snohomish WA 98291 (hereinafter "Consultant"), who are collectively referred to as the "Parties", to provide strategic communication services. WHEREAS, the Consultant has the requisite expertise and experience to provide consulting services to Renton; and WHERAS, Renton desires to secure the Consultant's services as described herein, Renton and Consultant, for full mutual consideration as more specifically detailed below, agree as follows: 1. Scope of Work (Services). Consultant will provide professional work or services, including but not limited to all necessary labor and/or supervision, to provide strategic communication services involving: a. Forming a regional fire authority with King County Fire District 25, and b. Securing funding through a fire benefit charge. This Agreement is the entire agreement of the Parties and supersedes all prior oral or written representations or understandings. This Agreement may only be amended by written agreement of the Parties. The Proposal and Scope of Work may be amended only as provided in this Agreement, in Section 2. "Services" shall mean professional services, work, labor and/or supervision. 2. Changes in Scope of Work (Services). Renton, without invalidating this Agreement, may order changes in the work or services consisting of additions, deletions or modifications, and adjust the fee accordingly. Such changes in the work or services shall be authorized by written agreement signed by Renton and Consultant. If additional work or services is required, Consultant will not proceed without a written change from Renton. It is anticipated that the Consultant will spend such time as is necessary to complete the projects agreed to by both parties in an approved work plan. Additional work that is authorized by Renton, in writing and in advance, is considered "Other Duties as Assigned" and will be billed at two hundred and twenty dollars ($220.00) per hour and is in addition to the amount of this contract. 3. Term of Consultant Agreement. This agreement will begin on October 1, 2015 and will end on or before April 30, 2016, unless extended by written agreement of the Consultant and Renton. Either party may cancel this agreement with fourteen (14) days of notice to the other party in writing, by certified mail or personal delivery. If Renton terminates this agreement without cause, it shall pay the Consultant for work completed and expenses Consultant Agreement Renton-Loomis Public Affairs Page 1 incurred to date. All work product results are the property of Renton and deliverable at the time of termination subject to payment by Renton of all earned fees and costs. 4. Consultant Agreement Sum. Renton will pay the Consultant $4,285.71 per month for the consulting services rendered hereunder. The total amount of this Agreement is not to exceed the sum of Thirty Thousand Dollars and No Cents ($30,000.00). Washington State sales tax is not required. The Consultant will submit monthly an itemized statement setting forth the time spent and services rendered on each day worked. 5. Reimbursement of Expenses. Renton will pay the Consultant on a monthly basis for expenses in support of official business. Expenses for such items as data files, printing, mail house handling charges, and postage are estimated not to exceed $20,000 for this project. Travel time will be billed at $110 per hour. Travel time and travel costs (if required) are in addition to the amount of this agreement. The Consultant will submit an itemized statement setting forth the expenses incurred for the month of the billing. 6. Method of Payment. Payment by Renton for work or services rendered will be made after a voucher or invoice is submitted in the form specified by Renton. Payment will be made within thirty (30) calendar days after receipt of such voucher or invoice. Renton shall have the right to withhold payment to Consultant for any work or services not completed in a satisfactory manner until such time as Consultant modifies such work or services so that the same is satisfactory to Renton. 7. Record Maintenance and Work Product. Consultant shall maintain accounts and records that properly reflect all direct and indirect costs expended and work or services provided in the performance of this Agreement. Consultant agrees to provide Renton with access to any records. All originals and copies of work product, exclusive of Consultant's proprietary items protected by copyright such as computer programs, methodology, methods, materials, and forms, shall belong to Renton, including records, files, computer disks, magnetic media or material which may be produced by Consultant while performing the work or services. Consultant will grant Renton the right to use and copy Consultant copyright materials as an inseparable part of the work product provided. 8. Hold Harmless. Consultant shall indemnify, defend and hold harmless Renton, its elected officials, officers, agents, employees and volunteers, from and against any and all claims, losses or liability, or any portion of the same, including but not limited to reasonable attorneys' fees, legal expenses and litigation costs, arising from injury or death to persons, including injuries, sickness, disease or death of Consultant's own employees, agents and volunteers, or damage to property caused by Consultant's negligent act, omission or willful misconduct, except for those acts caused by or resulting from a negligent act, omission or willful misconduct by Renton and its officers, agents, employees and volunteers. Renton agrees to indemnify Consultant from any claims, damages, losses, and costs, including, but not limited to, reasonable attorney's fees, legal expenses and litigation costs, arising out of claims by third-parties for property damage and bodily injury, including death, Consultant Agreement Renton-Loomis Public Affairs Page 2 caused solely by the negligence or willful misconduct of Renton, Renton's employees, agents or volunteers in connection with this Consultant Agreement. It is further specifically and expressly understood that the indemnification provided herein constitutes the 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. 10. Insurance. Consultant shall secure and maintain the following insurance policies, and shall not cancel or suspend the insurance policies identified below, except after twenty (20) calendar day's prior written notice by certified-mail to Renton: a. Commercial general liability insurance in the minimum amounts of $1,000,000 for each occurrence/$2,000,000 aggregate throughout the duration of this Agreement. b. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 for each accident. This is required of all consultant and professional service providers where a vehicle will be utilized to perform, prepare to perform or satisfy the Scope of Work (Services). Renton may request a copy of Consultant's driving record abstract. "Consultant" in this Subsection shall mean the Consultant providing professional services, as well as the Consultant's agents, employees, representatives, and/or volunteers who may operate a motor vehicle in relation to any work or service to be provided under this Agreement. c. Workers' compensation coverage, as required by the Industrial Insurance laws of the State of Washington, shall also be secured. d. It is agreed that on Consultant's commercial general liability policy, Renton will be named as an Additional Insured on a primary and non-contributory basis. Any coverage maintained by Renton is solely for the coverage and benefit of Renton and its elected officials, officers, agents, employees, representatives and volunteers. e. Subject to Renton's review and acceptance, a certificate of insurance showing the proper endorsements, shall be delivered to Renton before executing the work of this Agreement. f. Upon request, the Consultant shall provide Renton with a full copy of the insurance policy for Renton's records and for the review of Renton's Risk Manager and/or City Attorney. The policy limits may be reviewed and the value reassessed annually or as required by law. g. Consultant shall give Renton written notice of any policy cancellation within two business days of Consultant's receipt of such notice from its insurer(s). Consultant Agreement Renton-Loomis Public Affairs Page 3 Notwithstanding any other provision of this Agreement, the failure of Consultant to comply with the provisions in Paragraph 10 herein shall subject this Agreement to immediate termination without notice to Consultant or any person in order to protect the public interest. 11. Independent Contractor. Consultant's employees, while engaged in the performance of any of Consultant's work or services under this Agreement, shall be considered employees of the Consultant and not employees, agents or representatives of Renton. Consultant's relation to Renton shall be at all times as an independent contractor. Accordingly, the Consultant shall be responsible for payment of all taxes, including Federal, State and local taxes arising out of the Consultant's activities in accordance with this contract (e.g., Federal income tax; Social Security tax; State or local income, business or occupation taxes; Unemployment Insurance taxes; and any other taxes or business license fees). Any and all Worker's Compensation Act claims on behalf of Consultant's employees, and any and all claims made by a third-party as a consequence of any negligent act or omission on the part of Consultant's employees, while engaged in work or services provided or to be rendered under this Agreement, shall be solely Consultant's obligation and responsibility. 12. Compliance with Laws. Consultant and Consultant's employees and volunteers shall perform the work or services required in this Agreement in accordance with all applicable federal, state, county and city laws, rules, regulations, and executive orders. A copy of this language must be made a part of any contractor or subcontractor agreement. 13. Discrimination Prohibited. Consultant shall comply with all federal, state and local laws and policies prohibiting discrimination, including but not limited to RCW Chapter 49.60 (Law Against Discrimination), except to the extent permitted by a bona fide occupational qualification. Consultant, and Consultant's agents, employees, representatives, and volunteers with regard to the work or services 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, or the use of a trained guide dog or service animal by a person with a disability, 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 services or any other benefits under this Agreement, or procurement of materials or supplies. The Consultant will take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, creed, color, national origin, honorably discharged veteran or military status, 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 Consultant Agreement Renton-Loomis Public Affairs Page 4 recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training. In the event of non-compliance by the Consultant with any of the non-discrimination provisions of the contract, Renton shall have the right, at its option, to cancel the Agreement in whole or in part. If this Agreement is canceled after partial performance, Renton shall be obligated to pay the fair market value or the contract price, whichever is lower, for goods, work or services that have been received and accepted. 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 and worker's compensation. 14. Administration and Notices. Each individual executing this Agreement on behalf of Renton and Consultant represents and warrants that such individuals are duly authorized to execute and deliver this Agreement on behalf of Renton or Consultant. Any notices required to be given by the Parties shall be delivered at the addresses set forth below. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set forth below. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. This Agreement shall be administered by and any notices should be sent to: CITY OF RENTON CONSULTANT Mark Peterson Elizabeth Anne-Stead Loomis Fire Chief President Fire & Emergency Services EASL, INC. 1055 South Grady Way P.O. Box 2451 Renton, WA 98057 Snohomish, WA 98291 15. Amendment and Modification. This Agreement may be amended only by an instrument in writing, duly executed by both Parties. 16. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Washington. 17. 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. 18. Dispute Resolution. In the event that any dispute arises between the Parties as to the interpretation or application of any term of this Agreement, or as to the validity of any claim made by either party against the other arising under this Agreement, and the Parties are unable to resolve the dispute through negotiations, the Parties agree to participate in a nonbinding, evaluation and mediation of their dispute at a mutually agreeable location prior to Consultant Agreement Renton-Loomis Public Affairs Page 5 commencing legal action to enforce this Agreement. Either party may request that any dispute be submitted to evaluation and mediation at any time upon the giving of written notice to the other party. a. Selection of Mediator. Upon the giving of notice by either party as provided above, the Parties shall attempt to select a neutral person to mediate the dispute. If, after thirty (30) days, the Parties cannot agree on any of the persons named, or if acceptable persons are unable to serve, or if for any reason the appointment of a mediator cannot be made, either party may request that a judge of the King County Superior Court at the Maleng Regional Justice Center in Kent, King County, Washington, appoint a mediator to assist in the dispute resolution process or the Parties may, by agreement, seek other means of alternative dispute resolution by arbitration. b. Conflicts of Interest. Each party to this Agreement shall promptly disclose to the other any circumstances known by it that would cause justifiable doubt as to the independence or impartiality of any individual under consideration or appointed as a mediator. Any such individual shall promptly disclose such circumstances to the Parties. If any such circumstances are disclosed, the individual shall not serve as mediator unless both Parties agree in writing. c. Compensation of Mediator. The mediator's charges shall be established at the time of appointment. Unless the Parties otherwise agree, the fees and expenses of the mediator shall be split equally and each party shall bear its own costs and expenses. d. Mediation Session. The mediation session is intended to provide each party with an opportunity to present its best case and position to the other party and the mediator and for the Parties to receive opinions and recommendations from the mediator. The mediator shall facilitate communications between the Parties, identify issues, and generate options for settlement or resolution of the dispute. The mediator shall also discuss with each party separately the mediator's opinion and evaluation of the strengths and weaknesses of that party's position. The terms of any settlement made by the Parties as the result of the mediation shall be set out in a written addendum to this Agreement. e. Confidentiality. The dispute resolution process identified in this paragraph is a compromise negotiation. The Parties agree to maintain in confidence all offers, promises, conduct, and statements, oral or written, made in the course of the mediation by either of the Parties, their agents, employees, experts, representatives or attorneys, or by the mediator and agree that the same shall be deemed negotiations in pursuit of settlement and compromise and not admissible or discoverable in subsequent legal proceedings pursuant to Washington Evidence Rule (ER) 408. The mediator shall be disqualified as a trial or deposition witness, consultant, or expert of either party. This paragraph, however, shall be subject to the Public Records Act, Chapter RCW 42.56. Consultant Agreement Renton-Loomis Public Affairs Page 6 f. Reservation of Rights. In the event that the Parties are unable to resolve the dispute through the dispute resolution process established in this paragraph, the parties reserve any and all other rights and remedies available to each of them regarding such dispute, including binding arbitration with a single arbitrator, to be selected as in the same manner as a mediator set forth above. Binding arbitration must be by mutual agreement of the Parties. In the absence of mutual agreement, any party reserves and retains its right to have the dispute adjudicated in court. 19. 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. 20. Confidential Information. The Consultant agrees to hold in strict confidence any information received in furtherance of the Consultant's obligations under this contract related to confidential, financial or business affairs Renton and will not reveal the confidential information provided the Consultant to any other persons, firms or organizations. 21. Severability. A determination by a court of competent jurisdiction that any provision or part of this Agreement is illegal or unenforceable shall not cancel or invalidate the remainder of such provisions of this Agreement, which shall remain in full force and effect. 22. Conflict of Interest. The Consultant agrees not to engage in any contractual activities with a client that could create an organizational conflict of interest with the Consultant's position under this contract, which might impair the Consultant's ability to render unbiased advice or service. Therefore, the Consultant agrees to seek prior written approval from Renton before entering into a contract with another party that could pose a conflict of interest. 23. Sole and Entire Agreement. This Agreement contains the entire agreement of the Parties and any representations or understandings, whether oral or written, not incorporated herein are excluded. 24. 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. 25. 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 Renton 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. Consultant Agreement Renton-Loomis Public Affairs Page 7 26. Business License Required. Renton requires all businesses and individuals doing business in Renton to have and maintain a valid City of Renton business license. (For information contact City of Renton business licensing at 425-430-6851). IN WITNESS WHEREOF, the Parties have entered into this Agreement effective as of the Effective Date identified above. CITY OF RENTON CONSULTANT Name Denis Law Eliza eth Anne-Stead Loomis Title Mayor President Department EASL, Inc. 1055 South Grady Way PO Box 2451 Renton, Washington 98057 Snohomish WA 98291 Cd.7? /-5 ` I ' 20i 7- Date Date Approved as to Legal Form Lawrence J. Warren Renton City Attorney ONIgiUlq�9ii�/ii k RENT ' A Date S�J Attest: kA / r) Jason S:th, ity Clerk '���'irnrl,�l���fiiy,o�k\\\\\\`".„HA ILA) Consultant Agreement Renton-Loomis Public Affairs Page 8