HomeMy WebLinkAboutES06-291 - Original - The Pacific Institute - City Council & Mayor's Leadership Team Annual Retreat - 01/04/2007 ,OAGIV
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CONTRACT COVER SHEET
This is to be completed by the Contract Manager prior to submission to City Clerks Office. All
portions are to be completed, if you have questions, please contact City Clerks Office.
Vendor Name: PQ Vendor Number:
JD Edwards Number
Contract Number: C$DG - 29/
This is assigned by Deputy City Clerk
Description: C L&n t —'AA✓-/c F'L' 4li-a au'ri't
Detail: " e u.lmt-L 71 A a-o-
Project Name:: AL DA I ,es, /J kLA
Contract Effective Date: rh� 6Z Termination Date:rpm,NAA
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Contract Renewal Notice (Days):
Number of days required notice for termination or renewal or amendment
Contract Manager: Department:
Abstract:
S Public\RecordsManagement\Forms\Contractcover\ADCL7832 07/02
KEN• T
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CONSULTANT SERVICES AGREEMENT
between the City of Kent and
The Pacific Institute
THIS AGREEMENT is made between the City of Kent, a Washington municipal corporation
(hereinafter referred to as the "City"), and The Pacific Institute organized under the laws of the State of
Washington, located and doing business at 1709 Harbor Ave SW - Seattle, WA 98126- (206) 6284800
(hereinafter referred to as the "Consultant").
I. DESCRIPTION OF WORK.
Consultant shall perform the following services for the City in accordance with the following
described plans and/or specifications:
City Council and
or MaY 's LeadershipTeam Annual Retreat
Contract work is for three days @ $3,000 per day, January 4-6, 2007. Travel and
other expenses are to be paid at the actual cost incurred by Consultant and are in
addition to the daily rate. Ms. Baker will conduct interviews with the Council
President, the Mayor and John Hodgson, Chief Administrative Officer. She will
facilitate an all day retreat for the Mayor's Leadership Team on January 4, 2007.
Ms. Baker will also facilitate the City Council retreat on January 51h and 6th, 2007.
Consultant further represents that the services furnished under this Agreement will
be performed in accordance with generally accepted professional practices in effect
at the time those services are performed.
H. TIME OF COMPLETION.
The parties agree that work will begin on the tasks described in Section I above immediately
upon the effective date of this Agreement. Upon the effective date of this Agreement, Consultant
shall complete the work described in Section I by January 31, 2007.
III. COMPENSATION.
A. The City shall pay the Consultant, based on time and materials, an amount not to
exceed $10,000.00 for the services described in this Agreement. This is the maximum amount to
be paid under this Agreement for the work described in Section I above, and shall not be exceeded
without the prior written authorization of the City in the form of a negotiated and executed
supplemental agreement. The Consultant agrees that the hourly or flat rate charged by it for its
services contracted for herein shall remain locked at the negotiated rate(s) for a period of one (1) year
from the effective date of this Agreement.
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B. The Consultant shall submit monthly payment invoices to the City for work performed,
and final bill upon completion of all services described in this Agreement. The City shall provide
payment within forty-five (45) days of receipt of an invoice. If the City objects to all or any
portion of an invoice, it shall notify the Consultant and reserves the option to only pay that portion
of the invoice not in dispute. to that event, the parties will immediately make every effort to settle
the disputed portion.
IV. INDEPENDENT CONTRACTOR.
The parties intend that an Independent Contractor-Employer Relationship will be created by
this Agreement and that the Consultant has the ability to control and direct the performance and details
of its work, the City being interested only in the results obtained under this Agreement.
V. TERMINATION.
Either party may terminate this Agreement, with or without cause, upon providing the other
party thirty (30) days written notice at its address set forth on the signature block of this Agreement.
After termination, the City may take possession of all records and data within the Consultant's
possession pertaining to this project, which may be used by the City without restriction. If the City's
use of Consultant's records or data is not related to this project, it shall be without liability or legal
exposure to the Consultant.
VI. DISCRIMINATION.
In the hiring of employees for the performance of work under this Agreement or any
subcontract, the Consultant, its' subcontractors, or any person acting on behalf of the Consultant or
subcontractor shall not,by reason of race, religion, color, sex, age, sexual orientation, national origin, or
the presence of any sensory, mental, or physical disability, discriminate against any person who is
qualified and available to perform the work to which the employment relates. Consultant shall execute
the attached City of Kent Equal Employment Opportunity Policy Declaration, Comply with City
Administrative Policy 1.2, and upon completion of the contract work, file the attached Compliance
Statement(Exhibit A).
VII. INDEMNIFICATION.
Consultant shall defend, indemnify and hold the City, its officers, officials, employees, agents
and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal
costs and attorney fees, arising out of, or in connection with the Consultant's performance of this
Agreement, except for that portion of the injuries and damages caused by the City's negligence.
I
The City's inspection or acceptance of any of Consultant's work when completed shall not be grounds
to avoid any of these covenants of indemnification.
Should a court of competent jurisdiction determine that this Agreement is subject to RCW
4.24.115, 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, agents and volunteers, the Consultant's liability hereunder shall be only
to the extent of the Consultant's negligence.
IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE
INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANTS WAIVER OF
IMMUNITY UNDER INDUSTRIAL INSURANCE. TITLE 51 RCW, SOLELY FOR THE
PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE
THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER.
The provisions of this section shall survive the expiration or termination of this Agreement.
VIH. INSURANCE.
The Consultant shall procure and maintain for the duration of the Agreement, insurance of the
types and in the amounts described in Exhibit B attached and incorporated by this reference.
IX. EXCHANGE OF INFORMATION.
The City will provide its best efforts to provide reasonable accuracy of any information
supplied by it to Consultant for the purpose of completion of the work under this Agreement.
X. OWNERSHIP AND USE OF RECORDS AND DOCUMENTS.
Original documents, drawings, designs,reports, or any other records developed or created under
this Agreement shall belong to and become the property of the City. All records submitted by the City to
the Consultant will be safeguarded by the Consultant. Consultant shall make such data, documents, and
files available to the City upon the City's request. The City's use or reuse of any of the documents, data
and files created by Consultant for this project by anyone other than Consultant on any other project
shall be without liability or legal exposure to Consultant.
XI. CITY'S RIGHT OF INSPECTION.
Even though Consultant is an independent contractor with the authority to control and direct
the performance and details of the work authorized under this Agreement, the work must meet the
approval of the City and shall be subject to the City's general right of inspection to secure satisfactory
completion.
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XII. WORK PERFORMED AT CONSULTANT'S RISK.
Consultant shall take all necessary precautions and shall be responsible for the safety of its
employees, agents, and subcontractors in the performance of the contract work and shall utilize all
protection necessary for that purpose. All work shall be done at Consultant's own risk, and Consultant
shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in
connection with the work.
XIIL MISCELLANEOUS PROVISIONS.
A. Recyclable Materials. Pursuant to Chapter 3.80 of the Kent City Code, the City
requires its contractors and consultants to use recycled and recyclable products whenever practicable.
A price preference may be available for any designated recycled product.
B. Non-Waiver of Breach. The failure of the City 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 one or more instances shall 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.
C. Resolution of Disputes and Governing Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of Washington. If the parties are unable to settle
any dispute, difference or claim arising from the parties' performance of this Agreement, the exclusive
means of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the
venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless
the parties agree in writing to an alternative dispute resolution process. In any claim or lawsuit
for damages arising from the parties' performance of this Agreement, each party shall pay all its legal
costs and attorney's fees incurred in defending or bringing such claim or lawsuit, in addition to any
other recovery or award provided by law; provided, however, nothing in this paragraph shall be
construed to limit the City's right to indemnification under Section VII of this Agreement.
D. Written Notice. All communications regarding this Agreement shall be sent to the parties at
the addresses listed on the signature page of the Agreement, unless notified to the contrary. Any
written notice hereunder shall become effective three (3) business days after the date of mailing by
registered or certified mail,and shall be deemed sufficiently given if sent to the addressee at the address
stated in this Agreement or such other address as may be hereafter specified in writing.
E. Assignment. Any assignment of this Agreement by either party without the written
consent of (the non-assigning party shall be void. If the non-assigning party gives its consent to any
assignment, the terms of this Agreement shall continue in full force mid effect and no further
assignment shall be made without additional written consent.
F. Modification. No waiver,alteration,or modification of any of the provisions of this
Agreement shall be binding unless in writing and signed by a duly authorized representative of the City
and Consultant.
G. Entire Agreement. The written provisions and terms of this Agreement, together with
any Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other
representative of the City, and such statements shall not be effective or be construed as entering into or
forming apart of or altering in any manner this Agreement. AH of the above documents are hereby
made a part of this Agreement. However, should any language in any of the Exhibits to this Agreement
conflict with any language contained in this Agreement,the terms of this Agreement shall prevail.
H Compliance with Laws. The Consultant agrees to comply with all federal, state, and
municipal laws, rules, and regulations that are now effective or in the future become applicable to
Consultant's business, equipment, and personnel engaged in operations covered by this Agreement or
accruing out of the performance of those operations.
IN WITNESS,the parties below execute this Agreement,which shall become effective on the last
date entered below.
CON LT CITY OF KENT
By: �CG� By: I/AL
Z rzz, John odgs Chief Admini ive Officer
Print Name:
Date:
Date:
NOTICES TO BE SENT TO: NOTICES TO BE SENT TO:
CONSULTANT: CITY OF KENT:
Susan McLaughlin,Project Director John Hodgson, Chief Administrative Officer
The Pacific Institute 220 Fourth Avenue South
1709 Harbor Avenue SW Kent, WA 98032-5895
Seattle, WA 98126
(253) 856-5710 telephone
(206)628-4800 telephone (253) 856-6700 facsimile
(206) 587-6007 facsimile
APPROVED AS TO FORM:
By:
" T*bm Bruba0er,City Attorney
Date: �2(� 10b
DECLARATION CITYOFKENT
EQUAL EMPLOYMENT OPPORTUNITY POLICY
The City of Kent is committed to conform to Federal and State laws regarding equal opportunity.
As such all contractors, subcontractors and suppliers who perform work with relation to this Agreement
shall comply with the regulations of the City's equal employment opportunity policies.
The following questions specifically identify the requirements the City deems necessary for any
contractor, subcontractor or supplier on this specific Agreement to adhere to. An affirmative response
is required on all of the following questions for this Agreement to be valid and binding. If any
contractor, subcontractor or supplier willfully misrepresents themselves with regard to the directives
outlines, it will be considered a breach of contract and it will be at the City's sole determination
regarding suspension or termination for all or part of the Agreement.
The questions are as follows:
1. 1 have read the attached City of Kent administrative policy number 1.2.
2. During the time of this Agreement, I will not discriminate in employment
on the basis of sex,race,color,
national origin,age,or the presence of all sensory,mental or physical
disability.
3. During the time of this Agreement the prime contractor will provide a
written statement to all new
employees and subcontractors indicating commitment as an equal
opportunity employer.
4. During the time of the Agreement I,the prime contractor,will actively
consider hiring and promotion of
women and minorities.
5. Before acceptance of this Agreement, an adherence statement will
be signed by me, the Prime
Contractor,that the Prime Contractor complied with the requirements as set
forth above.
By signing below,I agree to fulfill the five requirements referenced above.
this day of 2004<.
signatu
Title Q
Date
EXHIBIT A
CITY OF KENT
ADMINISTRATIVE POLICY
NUMBER: II EFFECTIVE DATE: January 1,
1998
SUBJECT: MINORITY AND WOMEN SUPERSEDES: April 1, 1996
CONTRACTORS
APPROVED:
Jim White,Mayor
POLICY:
Equal employment opportunity requirements for the City of Kent will conform to federal and
state laws. All contractors, subcontractors, consultants and suppliers of the City must guarantee
equal employment opportunity within their organization and, if holding Agreements with the
City amounting to $10,000 or more within any given year, must take the following affirmative
steps:
1. Provide a written statement to all new employees and subcontractors indicating
commitment as an equal
opportunity employer.
2. Actively consider for promotion and advancement available minorities and
women.
Any contractor, subcontractor, consultant or supplier who willfully disregards the City's
nondiscrimination and equal opportunity requirements shall be considered in breach of
contract and subject to suspension or termination for all or part of the Agreement.
Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and
Public Works Departments to assume the following duties for their respective departments.
1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to
these regulations are
familiar with the regulations and the City's equal employment opportunity policy.
2. Monitoring to assure adherence to federal, state and local laws,policies and
guidelines.
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CITY OF KENT
EQUAL EMPLOYMENT OPPORTUNITY COMPLIANCE STATEMENT
This form shall be filled out AFTER COMPLETION of this project by the Contractor
awarded the Agreement.
I,the undersigned,a duly represented agent of
Company, hereby acknowledge and declare that the before-mentioned company was the
prime contractor for the Agreement known as
that was entered into on the day of , 200_
between the firm I represent and the City of Kent.
I declare that I complied fully with all of the requirements and obligations as outlined in the
City of Kent Administrative Policy 1.2 and the Declaration City of Kent Equal Employment
Opportunity Policy that was part of the before-mentioned Agreement.
Dated this day of ,200
Signature
Title
Date
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EXHIBIT B
INSURANCE REQUIREMENTS FOR
CONSULTANT SERVICES AGREEMENTS
Insurance
The Contractor shall procure and maintain for the duration of the Agreement,
insurance against claims for injuries to persons or damage to property which may arse
from or in connection with the performance of the work hereunder by the Contractor,
their agents, representatives, employees or subcontractors.
A. Minimum Scope of Insurance
Contractor shall obtain insurance of the types described below:
1. Automobile Liability insurance covering all owned,non-owned,hired
and leased vehicles. Coverage shall be written on Insurance Services
Office(ISO) form CA 00 01 or a substitute form providing equivalent
liability coverage. If necessary,the policy shall be endorsed to
provide contractual liability coverage.
2. Commercial General Liability insurance shall be written on ISO
occurrence form CG 00 01 and shall cover liability arising from
premises,operations, independent contractors,products-completed
operations, personal injury and advertising injury, and liability
assumed under an insured contract. The Commercial General Liability
insurance shall be endorsed to provide the Aggregate Per Project
Endorsement ISO form CG 25 03 11 85. There shall be no
endorsement or modification of the Commercial General Liability
insurance for liability arising from explosion,collapse or underground
property damage.The City shall be named as an insured under die
Contractor's Commercial General Liability insurance policy with
respect to the work performed for the City using ISO additional
insured endorsement CG 20 10 1185 or a substitute endorsement
providing equivalent coverage.
3. Workers'Compensation coverage as required by the Industrial
Insurance laws of the State of Washington.
& Minimum Amounts of Insurance
Contractor shall maintain the following insurance limits:
1. Automobile Liability insurance with a minimum combined single
limit a
for bodily injury and property damage of$1,000,000 per accident.
2. Commercial General Liability insurance shall be written with limits no
less than $1,000,000 each occurrence, $1,000,000 general aggregate
and a$1,000,000 products-completed operations aggregate limit.
EXHIBIT B (Continued)
C. Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain,the following provisions
for Automobile Liability and Commercial General Liability insurance:
1. The Contractor's insurance coverage shall be primary insurance as respect the City.
Any insurance, self-insurance,or insurance pool coverage maintained by the City
shall be excess of the Contractor's insurance and shall not contribute with it.
2. The Contractor's insurance shall be endorsed to state that coverage shall not be
cancelled by either party,exceptafter thirty (30)days prior written notice by certified
mail,return receipt requested,has been given to the City.
3. The City of Kent shall be named as an additional insured on all policies(except
Professional Liability)as respects work performed by or on behalf of the contractor
and a copy of the endorsement naming the City as additional insured shall be attached
to the Certificate of Insurance. The City reserves the right to receive a certified copy
of all required insurance policies. The Contractor's Commercial General Liability
insurance shall also contain a clause stating that coverage shall apply separately to
each insured against whom claim is made or suit is brought,except with respects to
the limits of the insurer's liability.
D. Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M.Best rating of not less than
A:VH.
E. Verification of Coverage
Contractor shall firnish the City with original certificates and a copy of the amendatory
endorsements, including but not necessarily limited to the additional insured
endorsement,evidencing the insurance requirements of the Contractor before
commencement of the work.
F. Subcontractors
Contractor shall include all subcontractors as insureds under its policies or shall furnish
separate certificates and endorsements for each subcontractor.All coverages for
subcontractors shall be subject to all of the same insurance requirements as stated herein )
for the Contractor.
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CERTIFICATE OF LIABILITY INSURANCE °02/(
PRODUCER 622-9200 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFO
A T I AGENCY,INC ONLY AND CONFERS NO RIGHTS UPON THE CER
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EX
2150 N 107TH ST, SUITE 460 ALTER THE COVERAGE AFFORDED BY THE POLICIE:
SEATTLE, WA 98133
INSURERS AFFORDING COVERAGE NA
INSURED INSURER*AMERICAN STATES INSURANCE CO
THE PACIFtC INSTITUTE, INC INSURERS
P 0 BOX 84208 SEATTLE, INSURERC
WA 98124 INSURERO
INSURER E
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITI
ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITION
POLICIES AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCS(SVPAKn CLAIMS _ _ A _ A
Te VM TYpearete POLKYNUMSHK POLICYEFFECTIVE POUCYEXPIRATION LIMITS
GENERAL LIABILITY EACH OCCURRENCE
X COMMERCIAL GENERAL LIABILITY 02-CC-202232-5 02/04/05 02/04/06 PREMISES 1U KtNTtU cef
CLAIMS MADE OCCUR MED EXP(Any one oertonl
PERSONAL&ADV INJURY
GENERAL AGGREGATE
QEWL AGGREGATE UM IT APPLIES PER PRODUCTS>COMP/OPAGG
POLICY
AUTOMOBILE LIABILITY
OOIA BIN ED SING.LE LM IT
ANY AUTO 02-CC-202232-5 02/04/05 02/04/06 (Eaaccident)
ALL OWNED AUTOS BODILY IN JURY
SCHEDULED AUTOS (Per person)
HIRED AUTOS BODILY INJURY
NON OWNED AUTOS (Per accident)
PROPERTY DAM AGE
(Per accident)
GARAGE LIABILITY AUTO ONLY I EA ACCIDENT
ANY AUTO EAACC
OTHER THAN
AGO
AUTO ONLY
EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE
JOCCUR CLAMISMADE 01-SU-102425-50 02/04105 02/04/06 AGGREGATE
X $10,000 DEDUCTIBLE WORYL MS IOIT CER RETENTION 02-CC-202232-5 02/04105 02/04/06 EL EACH ACCIDENT
WORKERS COMPENSATION AND EMPLOYERS'LIABILITY E L DISEASE>EA EMPLOYEE
ANY PROPRIETOR/PARTNER/EXECUTIVE EL DISEASE)POLICYLIMIT S
OFFICER/MEMBER EXCLUDED If y",
dMcrfee under
PROVISIONS betow
OTHER
D€t€KI PTION OFOPERATION8lLOCAT10Nn/V8HICLCBIEXCLURION»ACHm
THE CJTY OF KENT, ITS OFFICIALS, EMPLOYEES AND VOLUNTEERS ARE NAMED AS PRIMARY ADDITIONAL INSURED
a
AA
CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
DATE THEREOF,THE BftUINO INSURER WILL ENDEAVOR TO MAIL 30 I
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE T
THE CITY OF KENT MPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,
ATTN VISETH 220 REPRESENTATIVES
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED PRIMARY
COVERAGE
This endorsement modifies insurance provided under the following-
COMMERCIAL GENERAL UWUTY COVERAGE PART
SCHEDULE
Name of Person or Organization: city of Kent
(K no entry appears above,information required to complete this endorsement will be shown in the Declarations
as applicable to this endorsement)
SECTION II WHO IS AN INSURED is amended to you Coverage shall be limited to the extent of your
include as an additional insured the person or negligence or fault according to the applicable pnnci-
organization shown in the Schedule subject to the pies of comparative fault
following provisions
1 The additional insured is an insured but only for The Insurance provided will not exceed the lesser of
liability directly resulting from a The coverage and/or limits of this policy,or
a your ongoing operations for the additional in b The coverage and for limits required by the
sured whether the work is performed by you contract, agreement or permit
or for you, or
b. the general supervision of your ongoing op With respect to the insurance afforded the additional
ere ns by the additional insured insured, paragraph 4 of SECTION IV COMMER-
CIAL GENERAL LIABILITY CONDITIONS is deleted
2 This insurance does not apply to and replaced by the following ;
a "Bodily injury"or"property damage"arising 4.Other Insurance
out of any act or omission of,or for defects a This insurance is primary and noncontrib-
in design furnished by or for,the additional utory,and our obligations are not affected by
insured or any other Insurance where the additional in
b "Bodily injury" or"property damage" in sured is the Named insured,whether primary,
cluded within the"products-completed oper excess,contingent, or on any other basis,
ations hazard" however,the defense of any claim or"suit"
must be tendered as soon as practicable to
A person s or organization s status as an additional ell other insurers which potentially provide in
insured under this endorsement ends when your oper- surance for such claim or"suit"
ations for that insured are completed b This additional provision applies only to the
No coverage will be provided if, in the absence of this additional insured shown in the Schedule and
the coverageprovided b this endorsemen
endorsement, no liability would be imposed by law on y t
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