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PRC�FE�SIOiVAL SERVl�ES COIVI"R,4CT AC�REEiV1ENT FOR
Community Services Social fViedia Strategic Plan
'�HlS,0.tz�E�iif�EfVT, dated February 27, 2017 is by and between the City of Renton (the "City"), a
Washington municipal corporation, and Project Bionic ("Consultant"). 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 af the date executed by both Parties.
3. �co�ae of Servaces: Consultant agrees to provide a Social Media Strategic Plan for the
department of Community Services as specified in Exhibit A, which is attached and
incorporated herein. The Scope of Services may hereinafter be referred to as the
"Services."
2. ��aara�es in Scope of Sererices: The City, without invalidating this Agreement, may order
changes to the Scope of Services consisting of additions, deletions or modifications,the
Compensation being adjusted accordingly consistent with the rates set forth in Exhibit A
or as otherwise mutually agreed by the Parties.
�. �'ee�e o#Performance; Consultant shall commence performance of the Agreement
pursuant to the schedule(s) set forth in Exhibit B. All Services shall be performed by no
iater than May 1,2017.
�. Com�ens�tion:
A. Amount. Total compensation to Consultant for Services provided pursuant to this
Agreement shall not exceed$3000.00, plus any applicable state and local sales taxes.
Compensation shall be paid based upon Services 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 Services shall remain locked at the negotiated rate(s) unless
otherwise provided in Exhibit A, Except as specifically provided in this Agreement,the
Consultant shall be solely responsible for the payment of any taxes imposed by any
jurisdiction or authority as a result of the performance and payment of this
Agreement.
B. iViethod of Pavment. On a monthly or no less than quarterly basis, the Consultant
sh211 submit a voucher or invoice in the form specified by the City, including a
description of what Services have been performed, the name of the personnel
performing such Services, and any hourly labor charge rate for such personnel. The
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Consultant shall also submit a final bill upon completion of all Services. Payment shall
be made on a monthly basis by the City anly after the Services have been performed
and within thirty(30)calendar days after receipt and approval by the appropriate City
representative of the voucher or in�oice.If the Services do not meet the requirements
of this Agreement,the Consultant will correct or modify the work to comply with the
Agreement. The City may withhold payment for such work until the work meets the
Agreement requirements.
C. 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 Services or amounts incurred after the end of the
current fiscal period, and this Agreement will terminate upon the completion of all
remaining Services for which funds are allocated. fVo penalty or expense shall accrue
to the City in the event this provision applies.
5. 'ferra�a��tion:
A. The City reserves the right to terminate this Agreement at any time, with or without
cause by giving thirty (30) 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 Services.
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. This provision shall not prevent the City frorn seeking any legal
rernedies 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.
C. The Consultant reserves the right to terminate this Agreement with not less than sixty
(60) calendar days' written notice, or in the event outstanding invoices are not paid
within thirty(30)calendar days.
D. If the Consultant is unavailable to perform the Services, the City may, at its option,
cancel this Agreement immediately.
6. 9�lara��nties And Right To Use Work Product: Consultant represents and warrants that
� Consultant will perform all Services identified in this Agreement in a professional and
workmanlike manner and in accordance with all reasonable and professional standards
and laws. Consultant further represents and vuarrants that all final work product that is
created far and delivered to the City pursuant to this Agreement shall be the original work
of the Consultant for which Consultant holds the title and intellectual property
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rights. Consultant granfis tv the City a non-exclusive, perpetual right and license to use,
reproduce,distribute,adapt,modify,and display all such finai work product.
7. Rec�rd Nlaintena�ce: The Consultant shall maintain accounts and records, which
properly reflect all direct and indirect costs expended and Services provided in the
per�ormance of this Agreement. The Consultant agrees to provide access to and copies
af any records related to this Agreement as required by the City to audit expenditures
and charges and/or to comply with the Washington State Puhlic Records Act (Chapter
42.56 RCW).
8. �aablic 8�ecords Com�liance: 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, including, bufi not limited to, e-mail, correspondence,
notes, saved telephone messages, recordings, photos, or drawings and provide them to
th� City for production. In the event Consultant believes said records need to be
pratected from disclosure, it shalf,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 wrhich 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 fihose records are protected by
court order.
9. Ind�p�ndent Contra�or Relationship:
A. The Consultant is retained bythe City only forthe purposesand to the extent setforth
in this Agreement. The nature of the relationship between the Consultant and the
City during the period af the Services 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 Services. Specifically, but not by means of limitation,
the Consultant shall have no obligation to work any particular hours or particular
schedule, unlQss otherwise indicated in the Scope of Work or where scheduling of
attendance or performance is mutually arranged due to publicized classes or
activities. Consultant shall retain the right to designate the means of performing the
Services 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 alane, and that employing such workers, ifi 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
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Program,or otherwise assuming the duties of an employer with respect to Consultant
or any employee of the Consultant.
C. If fhe Consultant is a sole proprietorship or if this Agreement is with an individual,the
Consu�tant agrees to notify the City and complete any required form ifthe 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.
10. Hold 6�armless: The Consultant agrees to release, indemnify,defend, and hold harmless
the City, its agents, attorneys, , elected officials, employees, insurers, 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, including,
without limitation, their respective agents, licensees, or representatives, arising from,
resulting from, or in connection with this Agreement or the acts, errors or omissions of
the Consultant in performance of this Agreement, except for that portion of the claims
caused bv 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
esta�e...)then, in the event af liability far 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. G9fts an�3 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 fihe City's Code of Ethics and state law,the Consultant shall not give a gift af 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 vr employee who was,
is, or �rill be involved in selecting the Consultant, negotiating or administering this
Agreement,or evaluating the Consultant's performance of the Services.
12. �i�v a���er�ion Bussness License: The Consultant shall obtain a City of Renton
Busin2ss License prior to performing any Services and maintain the business �icense in
good standing throughout the term of this agreement with the City. More information
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regarding requirement to register with the State af Washington Department of Revenue
can b�found on the web at:
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13. lnsU�ance: 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.
8. ln the event that Services delivered pursuant to this Agreement either directly or
indirectly involve or require Professional Services, Professianal Liability, Errors and
�missions coverage shall be provided with minimum limits of $1,000,000 per
occurrence. "Professional Services", for the purpose of this section, shall mean any
Services provided by a licensed professional or those Services that require a
professiona!standard of care.
C. Workers' compensation coverage, as required by the Industrial Insurance laws of the
State of Washington, shall also be secured.
D. Comrnercial Autamobile Liabilityfor owned,leased,hired or non-o�nrned,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
praper endorsements,shall be delivered to the City before performing the Services.
G. Consultant shall provide the City with written notice of any policy cancellation,within
twa (2) business days of their receipt of such notice.
14. De9a�5: Consultant is not responsible for delays caused by factors beyond the
Consultant's reasonable control. When such delays beyond the Consultant`s reasonable
occur, the City agrees the Consultant is not responsible for damages, nor shall the
Consuftant be deemed to be in default of the Agreement.
15. S�aec��so�s and Assi�ns: Neither the City nor the Consultant shall assign, transfer or
encurnber any rights, duties or interests accruing from this Agreement without the
writt�n cansent of the other.
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16. t�otices: 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
�acsimile 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.
�it��f Renton: C�nsultant:
Kei�y Beymer Josh Dirks
1055 South Grady Way 2219 NW Market Street
Renfion,WA 98057 Seattle,WA 98107
Phane: {4.25)430-6617 Phone: 206-686-8600
Kbeymer@rentonwa.gov Josh.D@projectbionic.com
Fax: (425)430-6601
17. Disc¢�6rr�ia���ion Prohibited: Except to the e�ctent permitted by a bona fide occupational
gualification,the Consultant agrees as follows:
A. Consultant, and Consultant's agents, employees, representatives, and volunteers
with regard to the Services performed or to be performed under this Agreement,shall
not discriminate on the basis of race, color, sex, religion, nationality, creed, marifial
status, sexual orientation or preference, age (except minimum age and retirement
provisians), 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 Services 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 empfoyed 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 inciude, 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. {� the Consultanfi fails to comply with any of this Agreement's non-discrimination
pr�visions, the City shall have the right, at its option, to cancel the Agreement in
whof�ar in part.
D. The Consultant is responsible to be aware of and in compliance with all federal,state
znd focal laws and regulations that may affect the satisfactory completion of the
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project, which includes but is not limited to fair labor laws and worker's
compensatian.
18. h�gsc�il�a�eoaas: The parties hereby acknowledge:
A. 7h�City is not responsible to train ar provide training for Consuitant.
8. Consultant will not be reimbursed for job related expenses.
C. Consultant shall furnish all tools and / or materials necessary to perform his / her
Services.
D. Except as otherwise provided in the Services, Consultant shall not be required to
pr+�vide tools and/or materials far the participants J students in classes provided as
Se;vices.
E. !n the event special training, licensing, or certification is required for Consultant to
provide Services he/she will acquire or maintain such at his/her own expense and,
if Consultant employs, sub-contrarts, or otherwise assigns the responsibility to
perform the Services, said employee/sub-contractor j assignee will acquire and or
maintain such training, licensing,or certification.
F. i his is a non-exclusive agreernent and Consultant is free to provide his/her Services
to other entities,so long as there is no interruption or interference with the provision
of Services called for in this Agreement.
G. Consultant is responsible for his / her own insurance, including, but not limited to
hea(th insurance.
H. �Consultant is responsible for his/her own Worker's Compensation coverage as we►I
as that for any persons employed by the Consultant.
5.�. t3�t�a�r��ovesioras:
A. ��sprova! Authori�y. 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. G�neral Administration and Mana�ement. The City's contract manager is Kelly
3��Jmer. !n providing Services, Cansultant shall coordinate with the City's contract
r�a;�ager or his/her designee.
C. Amendment and Modification. This Agreement may be amended only by an
insLrument in writing,duly executed by both Parties.
D. CGnflicfis. in the event of any inconsistencies between Consultant proposals and this
A�rEement, the terms of this Agreement shall prevail. Any exhibits/attachments to
t��s Agreement are incorporated by reference only to the extent of the purpose for
which they are referenced within this Agreement. To the extent a Cansultant
prepared exhibit confficts with the terms in the body of this Agreement or contains
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terms that are e�rtraneous to the purpose for which it is referenced,the terms in the
body of this Agreement shali prevail and the extraneous terms shall not be
incorporated herein.
E. Governin� Law. This Agreemenfi shall be made in and shail be governed by and
infierpreted 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 Services
in accordance with all applicable federal, state, county and city laws, codes and
ordinances.
F. loint Draftin�Efiort. This,4greement shall be considered for all purposes as prepared .
by the jaint efforts of the Parties and shall not be construed against one party or the
ofii�er as a result of the preparation, substitution, submission or other event of
negotiation, drafting or execution.
G. 1u:+sdiction and Venue. Any lawsuit or legal action brought by any party ta enforce
cr interpret this Agreement or any of its terms or covenants shall be brought in the
King County Superior Courtforthe State of Washington atthe Maleng Regional Justice
Cenier in Kent, King County,Washington, or its replacement or successor.
H. Se��Qrabilitv. 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
rernainder of this Agreement,which shall remain in full fiorce and effect.
!. Sole and Entire A�reement. This Agreement contains the entire agreement of the
P�r�ies and any representations or understandings, whether aral 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
fcrth in the description of the Services is essential to the Consultant's performance of
ti�is Agreement.
K. Tnird-Party 6eneficiaries. 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
E�arties,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. As=i�ns and Successors.The Parties each bind themselves,their partners,successors,
assigns, and I�gal 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.
f�. V1�aiv�rs. All waivers shall be in writing and signed bythe waiving party. Either party's
failure to enforce any provision of this Agreement shall not be a waiver and shall not
�revent either the City or Consultant from enforcing that provision or any other
pravision of this Agreement in the future. Waiver of breach of any provision of this
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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 fiogether
canstitute this one Agreement.
IN l�ll'fRlESS!#4/��REOF,the Parties have voluntarily entered into this Agreement as of the date
last signed by the Parties below.
CI7Y O� RERlTON CONSULTANT
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By: � By: ����. . 4 ��,✓"
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s� .1 .,_..�...-,.-......�- f/
Kelly Bey er lbsh Dprks-w--�-�'' �
Community Services Administrator Found'er-CEO`-�--�
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Date Date � f
Attest
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Jason A�Seth
City C rk
App oved��to Legal Form
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Lavvreince J.Warren
Reraton City Attorney
:.
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