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HomeMy WebLinkAboutAD15-029 - Original - The Falconer Group - 2015 Council Retreat - 02/06/2015 4 Records M KENT Document 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 Clerk's Office. Vendor Name: The Falconer Group, LLC Vendor Number: 220381 7D Edwards Number I X Contract Number: �- This is assigned by City Clerk's Office Project Name: 2015 Council Retreat Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment ❑ Contract ® Other: Consultant Services Agreement Contract Effective Date: 02/06/15 Termination Date: 02/07/15 Contract Renewal Notice (Days): 30 Number of days required notice for termination or renewal or amendment Contract Manager: Pam Clark Department: Administration Detail: (i.e. address, location, parcel number, tax id, etc.): The Falconer Group is located at 1300 SE Webster Street, Seattle, WA, 98106. 206-324-2061. Agreement provides to the City Council the following service: 1) Prepare to facilitate the meeting . -Meet with Mayor, CAO and Council President on two occassions -Conduct phone interviews with councilmembers to solicit ideas 2) Facilitate the meeting on February 6, 12-5pm; and February 7, Sam - 5pm. Hours are approximate. 3) Produce the meeting summary (See Agreement for more details) BudgetAcct# 10001330.64190.1280 S:Publlc\RecordsManagement\Forms\ContractCover\adcc7832 1 11/08 KEY CONSULTANT SERVICES AGREEMENT between the City of Kent and The Falconer Group THIS AGREEMENT is made between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and The Falconer Group organized under the laws of the State of Washington, located and doing business at 1300 SE Webster Street, Seattle, WA, 98106. 206- 324-2061 (hereinafter 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: 1) Prepare to facilitate the meeting -Meet with Mayor, CAD and Council President on two occassions -Conduct phone interviews with councilmembers to solicit ideas 2) Facilitate the meeting on February 6, 12-5pm; and February 7, 8am - 5pm. Hours are approximate. 3) Produce the meeting summary (See Exh. A for more details) i Consultant further represents that the services furnished under this Agreement will be performed in accordance with generally accepted professional practices within the Puget Sound region in effect at the time those services are performed. II. 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. Consultant shall complete the work described in Section I by February 7, 2015. III. COMPENSATION. A. The City shall pay the Consultant, based on time and materials, an amount not to exceed Six Thousand Eight Hundred Dollars and no cents ($6,800.00), 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 amendment to this 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. The Consultant's billing rates shall be as delineated in Exhibit A. CONSULTANT SERVICES AGREEMENT - 1 (Under$10,000) B. The Consultant shall submit a one time payment invoices to the City for work performed, and a 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. In 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. By their execution of this Agreement, and in accordance with Ch. 51.08 RCW, the parties make the following representations: A. 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. B. The Consultant maintains and pays for its own place of business from which Consultant's services under this Agreement will be performed. C. The Consultant has an established and independent business that is eligible for a business deduction for federal income tax purposes that existed before the City retained Consultant's services, or the Consultant is engaged in an independently established trade, occupation, profession, or business of the same nature as that involved under this Agreement. D. The Consultant is responsible for filing as they become due all necessary tax documents with appropriate federal and state agencies, including the Internal Revenue Service and the state Department of Revenue. E. The Consultant has registered its business and established an account with the state Department of Revenue and other state agencies as may be required by Consultant's business, and has obtained a Unified Business Identifier (UBI) number from the State of Washington. F. The Consultant maintains a set of books dedicated to the expenses and earnings of its business. 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 CONSULTANT SERVICES AGREEMENT - 2 (Under$10,000) Opportunity Policy Declaration, Comply with City Administrative Policy 1.2, and upon completion of the contract work, file the attached Compliance Statement. 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. 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 CONSULTANT'S 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. In the event Consultant refuses tender of defense in any suit or any claim, if that tender was made pursuant to this indemnification clause, and if that refusal is subsequently determined by a court having jurisdiction (or other agreed tribunal) to have been a wrongful refusal on the Consultant's part, then Consultant shall pay all the City's costs for defense, including all reasonable expert witness fees and reasonable attorneys' fees, plus the City's legal costs and fees incurred because there was a wrongful refusal on the Consultant's part. The provisions of this section shall survive the expiration or termination of this Agreement. VIII. 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 CONSULTANT SERVICES AGREEMENT - 3 (Under$10,000) 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. 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. XIII. 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, including all appeals, 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 and 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 CONSULTANT SERVICES AGREEMENT - 4 (Under$10,000) other representative of the City, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this Agreement. All 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. I. City Business License Required. Prior to commencing the tasks described in Section I, Contractor agrees to provide proof of a current city of Kent business license pursuant to Chapter 5.01 of the Kent City Code. J. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered below. CONSULTANT: CITY OF KENT: By: (signature) (signature) Pri t m 0-s F =a&7 Print Name: Derek M. Matheson It s�R ice, Its: Chief Administrative Officer � (titl DATE: 1. 253. 1.E DATE: t�ZdIS' NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: CONSULTANT: CITY OF KENT: I James Falconer Reid, Principal Derek Matheson, Chief Administrative Officer The Falconer Group City of Kent 1300 SW Webster Street 220 Fourth Avenue South Seattle, WA 98106 Kent, WA 98032 206,324.2061 (telephone) (253) 856-5711 (telephone) -------------- facsimile (253) 856-6700 (facsimile) P:/Council/Retreat?2015/ServiceA9reement 2o15CouncilRetreat.doc CONSULTANT SERVICES AGREEMENT 5 (Under$10,000) DECLARATION CITY OF KENT 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. I 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. By: � r For: nr lCE Title: Date: t 2 . 15- EEO COMPLIANCE DOCUMENTS - 1 CITY OF KEN T ADMINISTRATIVE POLICY NUMBER: 1.2 EFFECTIVE DATE: January 1, 1998 SUBJECT: MINORITY AND WOMEN SUPERSEDES: April 1, 1996 CONTRACTORS APPROVED BY 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. i I EEO COMPLIANCE DOCUMENTS - 2 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 (date) 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. By: For: Title: Date: EEO COMPLIANCE DOCUMENTS - 3 EXHIBIT B INSURANCE REQUIREMENTS No Insurance is required for this Contract. i I I I I TRANSACTION NO.:N/A VERIFICATION OF INSURANCE Endorsement #671910 We, the undersigned insurance brokers, hereby certify that the following described insurance is in force at this date of which 100 _percent is insured with UNDERWRITERS AT LLOYD'S, LONDON TTAMF ANn AnnxF_SS OF ASSURED JAMES FALCONER REID 1300 SW Webster Street Seattle,WA 98106-1922 TYPE OF MUILANCE ARBITRATORS, HEARING OFFICERS AND MEDIATORS PROFESSIONAL LIABILITY INSURANCE LOCATIONS ATION AND SCI-IEDLn ES #1- Service of Suit Clause NMA 1998 #6- Data Security Breach LI114-1 E #2- Several Liability Notice LSW 1001 #3-Small Additional or Return Premiums Clause NMA 1168 #4- Radioactive Contamination Exclusion Clause NMA 1477 #5- Nuclear Incident Exclusion Clause NMA 1256 r MTS OR AMOUNTS OF COVERAGE Coverage A-Profossional Liability and Personal Injury Coverage Each claim: $1000 000 Aggregate: $1 000 000 00 Coverage B-Defense Cost Coverage $1,000,000.00 Each claim: Aggregate: $1°000'000'00 Aggregate Limit of Liability Maximum insurance available for Coverages A and B combined: $2,000,000.00 Deductible-each claim including Cost of Defense: NONE $ 00.00 Retroactive Date: i POLICY PERIOD March 1,201412:01 a.m. to March 1, 201512:01 a.m. This document is furnished to you as a matter of information only. The issuance of this document does not make the person or organization to whom it is issued an additional assured, nor does it modify in any manner the contract of insurance between the Assured and the Insurers. Any amendment, change or extension of such contract can only be effected by specific Endorsement attached thereto. Should the above mentioned contract of insurance be cancelled; assigned or changed during the above named policy period in such manner as to affect this document, we, the undersigned, will endeavor to give written notice to the holder of this document, but failure to give such notice shall impose no obligation of any kind upon the undersigned or upon the Insurers. Print Date: March 7, 2014 Complete Equity Markets, I-nycc.. Lib*467 GiS�a✓ ft�� (_/• ���2� By Lawrence T.P. Molloy This contract is registered and delivered as a surplus line coverage under the insurance code of the state of Washington, enacted in 1947. It is not protected by any Washington state guaranty association law. AFF**56 i ex THE FALCONER GROUP JAMES FALCONER REID, PRINCIPAL 1300 SW Webster Street, Seattle, Washington 98106 Phone:206.324.2061 Email: ifalconerreid@comc_a_s_t.n_et Website: www.falconergroup.net KENT CITY COUNCIL 2015 ANNUAL STRATEGIC PLANNING RETREAT 6-7 February 2015 THE FALCONER GROUP'S PROCESS AND SCHEDULE to Prepare for, Facilitate, and Summarize the Meeting Phases and Tasks Completion Date I. PREPARE TO FACILITATE THE MEETING 4 February 2015 Jim Reid's tasks include: • Met with City Council President Dana Ralph and City Administrator Derek Matheson on 20 November to discuss potential issues that i might be discussed at the February 2015 retreat of the City Council, Mayor,and department directors. • On 23 December will meet with Mayor Suzette Cooke,Council President Ralph,and City Administrator Matheson to discuss topics for the upcoming retreat and how to frame them. • After this meeting,will conduct phone interviews of the six other City Council members to solicit their ideas for the retreat. • Based on the two meetings and telephone interviews,produce a '.... draft agenda for the Council strategic planning retreat;submit it to the Council President and City Administrator for review and comment. '. (Assumes that Derek will present it to the Mayor and department directors to obtain their input.) I tiG • If necessary,revise it per their suggestions and submit to them the revised draft agenda. • Work with Derek to develop exercises and produce information for the meeting that will help achieve the meeting's goals. • Review written materials that will help prepare for the retreat, including the Council's five goals that were established at a previous Council retreat. • Review my notes from the meetings and interviews. • Coordinate as needed with the City Administrator's Office on retreat logistics. ., H. FACILITATE THE MEETING 6-7 February 2015 Jim Reid's tasks include: • Facilitate the City Council's strategic planning retreat. (Assume the meeting lasts five hours on Friday, the el and eight hours on Saturday, the 7tb.) • Arrive before the meeting to ensure the room set-up is conducive to achieving the retreat's goals and objectives and helps keep the participants actively engaged,and to welcome retreat participants as they arrive. (Assume 45 minutes prior to the start of the retreat on day#1,and 30 minutes prior to the start of the meeting on day#2.) • Stay after the meeting adjourns to follow-up with the participants, collect my notes and ensure the room is put back the way we found it. At the conclusion of each day,quickly debrief with the Council - President, Mayor,and City Administrator. (Assume 30 minutes after the retreat adjourns both days.) • if necessary,produce a short summary of the discussion on Friday afternoon for the Council's use on Saturday. III. PRODUCE THE MEETING SUMMARY 20 February 2015 Jim Reid's tasks include: • Produce a summary of the meeting's key discussions,decisions, and agreements,paying careful attention to how the summary can solidify consensus agreements,strengthen teamwork among the Council members,and be used by them and the Administration as a management tool during 2015. 2 • Submit the draft summary to the Council President,Mayor,and City Administrator for the Leadership review and comment. • If the summary is not sufficiently clear or contains any inaccuracies, revise it per the participants'comments and submit the final summary to them. i THE FALCONER GROUP'S PROPOSED FACILITATION i Notes: • The Falconer Group's rate is$200.00 per hour. • The Falconer Group does not charge for travel time and other expenses such as long distance telephone calls, printing, mailing and faxing. Phases Hours Cost I. PREPARE TO FACILITATE MEETING 9.0 $ 1,800.00 II. FACILITATE THE MEETING 17.0 $ 3,400.00 III. PRODUCE THE MEETING SUMMARY 8.0 $ 1,600.00 TOTALS: 34.0 IS %800.00 i 3 i