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HomeMy WebLinkAboutContract CAG-17-181 ��. ta��.� k ------�_ x--,.�....� i` ,�c^.��`�. �� �� ��` ,�w, PROFESSIONAL SERVI�ES AGREEMENT THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement"j commenced on the j,� day of__�I,_ , 2017, (the "Effective Date"), between the City of Renton, a non-charter code city organize nder RCW 35A and State of Washington municipal corporation,("Renton"),and Karen Reed Consulting, LLC ("Consultant"), a Washington State limited liability company, collectively referred to as the "Parties", to provide strategic communication services. WHEREAS, the Consultant has the expertise and experience to provide consulting services to Renton; and WHEREAS, Renton desires to secure the Consultant's services as described here in, Renton and Consultant, for full mutual consideration as mpre specifically detailed below, agree as follows: 1. TERM. The term of this Agreement shall commence upon the Effective Date of this Agreement,and shall continue until no later than October 1, 2018("Term"). This Agreement may be extended for additional periads of time upon the mutual written agreement of Renton and the Consultant. 4 2. SERVICES. The Consultant Team shall perform the services more specifically described in Exhibit "A", which is attached and fully incorporated into this agreement by reference ("Services"), in a manner consistent with the accepted professional practices for other similar services within the Puget Sound region in effect at the time those services are performed, performed to Renton's satisfaction, within the tfine period prescribed by Renton and pursuant to the direction of the Mayor or his or her designee. 3. TERMINATION. Either party may terminate this Agreement,with or without cause, upon providing the other party thirty (30) calendar days written notice at its address set forth above. Renton may terminate this Agreement immediately if the Consultant fails to maintain required insurance policies, breaches confidentiatity, or materially violates Section 12 (Equal Opportunity Employerj; and such may result in ineligibility for further City agreements. In the event of termination,the Consultant shall be paid for services performed up to the termination date and accepted as conforming work by Renton,less any costs or expenses incurred by Renton as a result of the Consultant's breach of the Agreement. In that event,all finished ar unfinished documents, data, studies, surveys, drawings, maps, models, photographs and reports prepared by the Consultant shall become Renton's property, and the Consultant shall be entitled to receive just and equitable compensation far any work completed on such documents and other materials, unless such documents or materials failed to cvnform to the Agreement. 4, COMPENSATION. � 4.1 Amount. In return for the Services, Renton agrees to pay the Consultant not to exceed Forty Thousand Dollars($40,000)according to a rate or/and method as delineated in Exhibit "B". 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. 4.2 Method of Pavment. On a monthly basis, the Consuttant shall submit a voucher or invoice in the form specified by Renton, including a description of what Services have been perFarmed, the name of the personnel performing such Services, and any hourly labor charge rate for such personnel. Payment shall be made by Renton only 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 invoice. If the Services do not meet the requirements of this Agreement, the Consultant will correct or modify the work to comply with the Agreement. Renton may withhold payment for such work until the work meets the Agreement requirements. 5• WORK PRODUCT. All originals and copies of work product, including pl�ns, sketches, layouts,designs,design specifications, records,files,computer disks, magnetic media or material which may be produced or modified by Consultant while performing the Work shall belong to the City of Renton upon delivery. The Consultant shall make such data, documents, and files available to Renton and shall deliver all needed or contracted for work product upon Renton's reques#. At the expiration or termination of this Agreement, all originals and copies of any such work product remaining in the possession of Consultant shalt be delivered to Renton. 6. BOOKS AND RECORDS. The Consultant agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Work and maintain such accounting procedures and practices as may be deemed necessary by Renton to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all reasonabte times, to audit, copy, inspect, or review by Renton, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. 7. CONFIDENTIALITY. Ali information regarding Renton obtained by Contractor in performance of this Agreement shall be considered confidential subject to applicable laws. Breach of confidentiality by the Contractor may be grounds for immediate termination. All records submitted by Renton to the Contractor will be safeguarded by the Contractor. The Contractor will fully cooperate with Renton in identifying, assembling, and providing records in case of any public records disclosure request. 8. INDEMNIFICATION. 8.1 Consultant Indemnification. The Consuitant agrees to release, indemnify, defend, and hold harrriless Renton, 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, �nes, fees, penalties expenses, attorney's or attorneys' Professional Services Agreement Renton—Karen Reed Consulting LLC Page 2 of 13 � � 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 negligent acts, errors or omissions of the Consultant in pe�formance of this Agreement, except for that portion of the claims caused by Renton's negligence. 8.2 Renton Indemnification, Renton agrees to release, indemnify, defend and hold harmless the Consuttant, its officers, directors, shareholders, partners, employees, agents, representatives,and sub-Consultants harmless from any and all claims, demands, actions,suits,causes of action,arbitrations, mediations,proceedings,judgments,awards, injuries, damages, liabilities, losses,fines,fees, penalties expenses, attorney's 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 connected with this Agreement to the extent caused by the negligent acts,errors, or omissions of Renton, except for that portion of the claims caused by Consultant's negligence. 8.3 Industrial Insurance Act Waiver. It is further specificalty and expressly understood that the indemnification provided here in 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. 8.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 9. INSURANCE. 9.1 Consultant's 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 the City of Renton: 9.1.1. Commercial General Liabilitv Insurance: Commercial general liabitity insurance in the minimum amounts of$1,000,000 for each occurrence, $2,000,000 aggregate throughout the duration of this Agreement. 9.1.2. Automobile Liabilitv Insurance: Auto liability insurance with a minimum combined single limit of bodily injury and property damage of $1,0�0,000 for each incident. This is required of all consultant and professional service provider where a vehicle will be utilized to perform, prepare to perform, or satisfy the Scope of Work. "Consultant" in this subsection shall mean the Consultant providing professional services as well as the Consultant's agent, employees, representatives, and/or volunteers who may operate a Professional Services Agreement Renton—Karen Reed Consulting LLC Pa e 3 of 13 �� � motor vehicle in relation to any work or services provided under this agreement. 9.1.3. Workers' Comnensation; Workers' compensation coverage, as required by the Industrial Insurance laws of the State of Washington. 9•�•4• Renton as an Additionai-Insured: It is agreed that on Consultant's commercial general fiability policy, the City of Renton will be named as an Additional-Insured on a primary and non-contributory basis. Any coverage maintained by the City of Renton is solely for the coverage and benefit of Renton, and its elected officials, officers, agents, employees, representatives and volunteers. 9.1.5. Verification of Coveraee: 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. 9.2 Review of Policv: Upon request,the Consultant shall give Renton a full copy of the insurance policy for its records and for the Renton City Attorney's or Risk Manager's review. The policy limits may be reviewed and the value reassessed annually. 9.3 Termination; Notwithstanding any other provision of this Agreement, the failure of the Consultant to comply with the above provisions of this section shall subject this Agreement to immediate termination without notice to any person in order to protect the pub(ic interest. 10. INDEPENDENT CONTRACTOR. The Parties intend to create an Independent Contractor Relationship and that the Consultant has the ability to control and direct the performance and details of its work, Renton being interested only in the resufts obtained under this Agreement. Renton shall be neither liable nor obligated to pay Consultant or the employees, agents, subconsultants, contract workers, etc., of Consultant, sick leave, vacation pay or any other benefit of employment, nor to pay any social security or other tax which may arise as an incident of employment. Consultant shall take all necessary precautions and shall be responsible fo�the safety of its employees, agents, contract workers, and any subconsultants in the perFormance of the cantract work and shall utilize all protection necessary for that purpose. All work shall be done at Consultant's own risk, and Consultant shall be responsibte for any loss of or damage to materials,tools, or other articles used or hetd for use in connection with the work. Industrial or any other insurance that is purchased for the benefit of Renton, regardless of whether such may provide a secondary or incidental benefit to the Consultant, shall not be deemed to convert this Agreement to an employment contract. If the Consuttant is a sole proprietorship or if this Agreement is with an individual, the Consultant agrees to notify Renton and complete any requi�ed form if the Consultant retired under a State of Washington retirement system and agrees to indemnify any losses Renton may sustain through the Consultant's failure to do so. Prafessional Services Agreement Renton—Karen Reed Consulting LlC Pa e 4 of 13 � � � 11. CONFLICT OF INTEREST. It is recognized that Consultant may or will be performing services during the Term for other parties;however,such performance of other services shall not conflict with or interfere with Consultant's ability to perform the Services. If any such Services result in a conflict of interest, Consultant agrees to resolve any such conflicts of interest in favor of Renton. Consultant confirms that Consultant is not aware of any t business interest or a close fami{y relationship with any city ofFicer or employee who was, is, or will be involved in the Consultant's selection, negotiation, drafting, signing, administration, or evaluating the Consultant's performance. 12. NON-DISCRIMINATION AND COMPLIANCE WITH ALL APPLICAgLE ,LAWS. Consultant shall comply with and shall not violate any of the terms of Chapter 49.60 RCW,Title VI of the Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973,49 CFR Part 21, 21.5 and 26,or any other applicable federal,state,or local law or regulation regarding non-discrimination. Except to the extent permitted by a bona-fide occupational qualification,the Consultant agrees as foltows: The Consultant will not discriminate against any employee or applicant for employment because of race, creed, color, national origin, sex, age, sexual orientation, physical, sensory or mental handicaps or marital status. The Consultant will take affirmative�ction 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 sha11 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. The Consultant will, in al! solicitations for employee's job orders placed with any employment agency or other firm or agency,state that all qualified applicants will receive consideration for employment without regard for race, creed, color national origin, sex, age, sexual orientation, physical, sensory or mental handicaps, or marital status. The words "equal opportunity employer" in advertisements shall constitute compliance with this paragraph. The Consultant will include the provisions of the foregoing paragraphs in every contract, subcontract or purchase order for the goods or services which are subject matter of this contract. In the event of non-compliance by the Consultant with any of the non-discrimination provisions of the contract, the Owner shall have the right, at its option, to cancel the contract in whole or in part, without penalty. If the Agreement is canceled based on non- compliance with this section of the Agreement after partial performance, Renton shall be obligated to pay the fair market value or the contract price, whichever is lower, for good or services which have been received and accepted. Professional Services Agreement Renton—Karen Reed Consulting LLC Page 5 of 13 �� � The Consultant is solely responsible for knowledge of and compliance with all federal, state and local laws and regulations related to fair labor laws and worker's compensation. 13. GENERAL PROVISIONS. 13.1 Assi�nment.The Parties may not assign any portion of this Agreement without the non-assigning party's written consent, and any assignment in violation of this provision shall be void. If the non-assigning party gives i#s written consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. 13.2 Assi�ns and Successors. Renton and the Consultant each binds itself, its 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. 13.3 Attornev's or Attornevs' Fees. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, however nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement. 13.4 Choice of Law and Venue. This Agreement shall be made in, governed by, and interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or ctaim arising from this Agreement, the exclusive means of resolving that dispute, difference,or claim, shall be by filing suit under the venue, rufes and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative process. If the King County Superior Court does nat have jurisdiction over such a suit, then suit may be filed in any other appropriate court in King County, Washington. Each party consents to the personal jurisdiction of the state and federal courts in King County, Washington and waives any objection that such courts are an inconvenient forum. 13.5 Compliance with Laws. Consultant agrees to comply with all federal, state, and municipal laws, rules, regulations, or guidelines that exist or come into existence that are applicable to Consultant's business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those operations. 13.6 Conflicts. In the event of any inconsistencies between Consultant proposals and this Agreement,the City of Renton Agreement shall prevail. �G- Professional Services Agreement Renton—Karen Reed Consulting LLC Page 6 of 13 13.7 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. 13.8 E#hics Violation. If a violation of Renton's Ethics Resolution Na. 91-54, as amended, occurs as a result of the formation or performance of this Agreement, this Agreement may be rendered null and void, at Renton's option. 13.9 Event of Force Maieure.A party shall not be in breach of this Agreement as a result of such party's failure to perform its obligations under this Agreement, other than the obligation to pay a monetary obligation when due and owing,when such failure is due to an Event of Force Majeure, to the extent that such party, despite the exercise of reasonable due diligence, is unable to remove such Event of Force Majeure. Any party subject to an Event of Force Majeure that may impair its performance under this Agreement shall notify the other party as saon as practicable. Any party subject to an Event of Force Majeure shall be excused from performance under this Agreement only for the duration of and to the extent of the Event of Force Majeure. Any party subject to an Event of Force Majeure shall exercise reasonable due diligence to remove the Event of Force Majeure. As used in this Agreement, "Event of Force Majeure" means any event or circumstance (or combination of the same) and the continuing effects of any such event or circumstance(whether or not such event or circumstance was foreseeable or foreseen by the Parties)that delays or prevents performance by a party of any of its obligations under this Agreement, but only to the extent that and for so long as: a. the event or circumstance is beyond the reasonable control of the affected party; b. despite the exercise of reasonable diligence,the event or circumstance cannot be prevented, avoided or stopped by the affected party; and c. the affected Party has taken all commercialty reasonable measures to avoid the effect of the event or circumstance on the affected Party's ability to perform its obligations hereunder and to mitigate the consequences of the event. An Event of Force Majeure shall include the following, to the extent also satisfying the criteria specified above: d. flood, earthquake, drought, climate change, storm, fire, lightning and other natural catastrophes; e. acts of public enemies, armed conflicts, acts of foreign enemies, acts of terrorism (whether domestic or foreign, state-sponsored or otherwise), war (whether declared or undectared), blockade, insurrection, riot, civil disturbance, revolution or sabotage; Professiona)Services Agreement Renton—Karen Reed Consulting LLC Page 7 of 13 f. any form of compulsory government acquisition or condemnation or change in applicable law that affect the performance of the Parties'obligations under this Agreement; g. accidents or other casuafty, damage, loss or delay during transportation, explosions, fire, epidemics, quarantines or criminal acts that affect the performance of the Parties' obligations under this Agreement; h, labor disturbances, stoppages, strikes, lock-outs or other industrial actions affecting the Parties or any of their Consultants, subconsultants (of any tier), agents or employees; and i. inability, after the use of commerciatly reasonable efforts, to obtain any consent or approval from any governmental authority that affects the performance of the Parties'obligations under this Agreement. Notwithstanding the foregoing, the insufficiency af funds, the financial inability to perform or changes in such party's cost of perForming its obligations under this Agreement shall not constitute an Event of force Majeure, and neither Party may raise a claim for relief, in whole or in part, in connection with such event or circumstance. 13.10 Execution. Each individual executing this Agreement on behalf of Renton and Consultant represents and warrants that such individual is duly authorized to execute and deliver this Agreement.This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart. The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature and acknowtedgment pages. 13.11 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this ,4greement. Any provision of this Agreement that is declared invalid, inoperative, null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and compliant with the terms of the Agreement,is hereby rati�ed as having been performed under the Agreement. No provision of this Agreement, including this provision, may be amended, waived, or modified except by written agreement signed by duly authorized representatives of the Parties. � � Professional Services Agreement Renton—Karen Reed Consulting LLC Page 8 of 13 13.12 Modification. No waiver,alteration,or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by each party's duly authorized representative. 13.13 Notices. Any notices required to be given by the Parties may be delivered personally 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. Any remedies provided for under the terms of this Agreement are not intended ta be exclusive, but shall be cumulative with all other remedies availab{e to Renton at law, in equity or by statute. CITY OF RENTON: Karen Reed Consulting LLC : 1an Hawn Karen Reed Administrative Services Administrator 4951 SW Forney Street 1055 South Grady Way Seattle, WA. 98116 Renton, WA 98057-3232 (206) 932- 5063 (425)430-6858 kreedconsult@comcast.net jhawn@ren#onwa.gov 13.14 No Waiver. Neither the final certificate of payment nor any provision in the Agreement nor partial or entire use of any installation provided for by this Agreement shall relieve the Consultant of fiability in respect to any warranties or responsibility for faulty materials or workmanship. The Consultant shall be under the duty to remedy any defects in the work and pay for any damage to other work resulting therefrvm which shall appear within the period of one (1) year from the date of final acceptance of the work, unless a longer period is specified. Renton will give notice of observed defects within a reasonably prompt time after discovery, and Consultant shall be obligated to take immediate steps to correct and remedy any such defect, fault or breach at the sote cost and expense of Consultant. Renton's failure to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in any instances shatl not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. 13.15 Public Document/Public Disclosure. This Agreement may be considered a public document and will be available for reasonable inspection and copying by the public during regular business hours, pursuant to RCW 42.56 (Public records act). 13.16 Remedies. Any remedies provided for in this Agreement are non-exclusive, and shall be cumulative with all other remedies available to Renton at law, in equity, or by statutes,unless specifically waived in this Agreement or in a subsequent signed document � signed by Renton's authorized representative. Professional Services Agreement Renton—Karen Reed Consulting LLC Page 9 of 13 13.1 Severabilitv. A determination by a court of competent jurisdiction that any provision or part of this Agre�ment 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. 13.17 Sin�ular, Plural and Gender.Whenever required by the context of Agreement,the singular shall include the plural and the plural shall include the singular. The mascuiine, feminine and neuter genders shall each include the other. 13.18 Sole and Entire A�reement. This Agreement is the entire agreement between the Parties and any representations or understandings, whether oral or written, not incorporated by reference into this Agreement are excluded. 13.19 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 Services is essential to the Consultant's performance of this Agreement. Any notices required to be given by the Parties shall be delivered at the addresses set forth at the beginning of this Agreement. 13.20 Third-Partv 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 Renton and Consultant,and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of Renton and Consultant and no one else. 13.21 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 Renton ficensing information call 425-430-6851). �� Professional Services Agreement Renton—Karen Reed Consulting LLC Page 10 of 13 IN WITNESS, the Parties have entered into this Agreement effective as of the Effective Date identified above. CITY OF RENTON KAREN REED CONSULTING, LLC G Denis Law, Mayor Karen Reed, Manager � �•.Z� •�7 DA7E DATE APPROVED AS TO FORM: Shane Moloney, Ci ttorney ATTE : � � �/ Jas A. Se , City Cler ����������u�u��,,,� ,�•�`\G�'(��"O,F���,�,��'t�,,%, �� _ S � ,,-�i _ E�,� � _ ; _ -, '�r = . t� •, �= ; '. 0 ''�i ,r` � .; ��i��'�0 ����+u��u��N�`�, ti�`•`� ����i���'�iE0'SE4`;6���`��` Professional Services Agreement Renton—Karen Reed Consulting LLC Page 11 of 13 Exhibit A:Services Project Purpose: Facilitate a citizen advisory committee ("CAC")tasked with providing recommendations about a possible City parks levy,to begin in late 2017 and conclude by April, 2018. Services: Karen Reed Consulting, LLC ("Consultant") shall provide the following services: 1. Assist with developing the scope, composition and process for the CAC. 2. Facilitate up to eight CAC meetings 3. Participate in calls and/or meetings with the chair/co-chairs of the CAC and City staff between CAC meetings 4. Prepare meeting agendas. 5. Review and finalize meeting summaries drafted by City staff 6. Confer with City staff and CAC members in the development and presentation of alt materials and agenda. 7. Prepare a draft of the CAC's report and recommendations for review and comment by the CAC and then prepare the final CAC report. 8. Other services related to the CAC that the Consultant and City agree upon during the duration of this Agreement. The City will provide all logistics assistance in scheduling meetings, finding and confirming meeting locations, meeting setup and any require meeting notices, preparing and copying meeting materials and preparing a rough set of ineeting minutes for the Consultant ta finatize meeting summaries. City staff will provide the expertise, research, drafting and preparation of the substantive information presented to the CAC. EXHIBIT"B" COMRENSATION The Consultant will bili clients for work-in-progress on a monthiy basis. Time and charge wiil be billed in 15-minute increments using the following rate schedule: For time billed in 2017:$195.00/hour;for time billed in 2018: $200.00/hour Ordinary office and local travel expenses are included in the hourly rates. The City will provide graphic and production services.