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PD17-550 - Original - TrueBearing, LLC - Drug Free Communities Grant Evaluation Project - 12/18/2017
41 Records � rne KEI 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: TrueBearing LLC Vendor Number: 720497 JD Edwards Number Contract Number: PIP 11" 9S0 This is assigned by City Clerk's Office Project Name: Kent PD Druq Free Communities Grant Evaluation Project Description: Interlocal Agreement ❑ Change Order Amendment xx Contract ❑ Other: Contract Effective Date: 12/18/17 Termination Date: 9/29/18 Contract Renewal Notice (Days): N/A Number of days required notice for termination or renewal or amendment Contract Manager: Sara Wood Department: Police Detail: (i.e. address, location, parcel number, tax id, etc.): This contract is for an outside evaluator who works with the police department and the Kent Drug Free Coalition. Work includes overall evaluation and strategic planning. S:Pu bl is\Records Management\Forms\ContractCover\adcc7832 1 11JOB `►�►"' lG ETwt'T CONSULTANT SERVICES AGREEMENT between the City of Kent and TrueBearing, LLC THIS AGREEMENT is made between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and TrueBearing, LLC organized under the laws of the State of �q r�/� �V 'O Washington, located and doing business at L21%t<aI(wide(r,!A'i/o�f,GE%S,u�gto%l,B;�S„EA�;�!LENlA,9,8,122 (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: Consultant• will prepare an outcome program evaluation, including collection and analysis of indicators in 'order to evaluate coalition process and outcomes. Consultant will develop survey tools to assess effectiveness of a variety of `Kent Drug Free Coalition programming and willutilize.data from the 2016 Healthy Youth Survey conducted by the Kent School District (as well as prior years) to assist with the overall program; evaluation. Consultant will meet or correspond with the Kent Drug Free'Communities project director at least monthly throughout the contract period to provide evaluation status reports. See "Exhibit A" for deliverables. 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 September 29, 2018. III. COMPENSATION. A. The City shall pay the Consultant, based on time and materials, an amount not to exceed 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 CONSULTANT SERVICES AGREEMENT - 1 (Over$10,000) 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 B. B. The Consultant shall submit monthly 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, CONSULTANT SERVICES AGREEMENT - 2 (Over$10,000) 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. 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 either by the City's negligence or the City's material breach of this Agreement. 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 C 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. A. Ownership By the City. Printed and/or electronic deliverables prepared for the purposes of this Agreement, including evaluation reports, action maps, or visual or graphic representations of results (hereinafter, "the Deliverables") shall belong to the City. However, the City shall grant the Consultant perpetual royalty-free license to use, display, CONSULTANT SERVICES AGREEMENT - 3 (Over$10,000) reproduce, modify, and create derivative works based on the Deliverables for Consltant's promotional use. B. Ownership by Consultant. All research instruments, tools, methodologies, and constructs developed for the purposes of this Agreement are and shall remain the property of Consultant. Consultant's ownership of the preceding property, however, does not result in such property being exempt under the state Public Records Act. If such property is used by the City, it may be subject to a request submitted to the City under the state Public Records Act, Chapter 42.56 RCW. In such an event, the Consultant agrees to cooperate fully with the City in satisfying the City's duties and obligation sunder the Public Records Act. The parties agree that Consultant will retain and own copyright and authorship of all research instruments, tools, methodologies, and constructs developed for the purpose of this contract. C. Use of Records and Documents. The Consultant will safeguard all records and documents submitted by the City to the Consultant. Consultant shall make such records and documents available to the City upon the City's request. The City's use or resuse 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. 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. Racn-1- of Disputes and Governing i aip, This Agreement shall be governed by and construed in accordancewith 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 CONSULTANT SERVICES AGREEMENT - 4 (Over$10,000) 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 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. CONSULTANT SERVICES AGREEMENT - 5 (Over $10,000) IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered below. _...... ____ _...___._.._......._..._.. _._ �..._._ ..__._ ._.......... __ CONSULTANT: CITY OF ENT: By: 4 By: (siature) k .signature) Print Name: Nathan grown PhD Print Name: Kenneth E. Thomas ItSCEO Its Chipf of Polira (title) DATE: 12/14/17 DATE: k2 4 _............................................ .. �... NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: CONSULTANT: CITY OF KENT: Jessica Carr, J.D. Sara Wood, Research and Development TrueBearing Consulting Analyst 121 Lakeside Avenue, Suite B City of Kent Seattle, WA 98122 220 Fourth Avenue South Kent, WA 98032 206-732-6568 (telephone) 866-815-3945 (facsimile) (253) 856-5856 (telephone) (253) 856-6800 (facsimile) ............................._.._........_............ _...... _.. APPROVED AS TO FORM: Kent Law Department [In dire field,you may enter the electronlo filepath where the contra has been saved] CONSULTANT SERVICES AGREEMENT - 6 (Over$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 AgreText t 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 signina below. I alcrree to fulfill the five requirements referenced above. By: I* Jam~ m For: TrueBearing Consulting Title: CEO Date: 12/14/17 CITY OF KENT 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. 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: Exhibit A - Deliverables Deliverable Approximate Timeframe 1 Process and outcome evaluation, including Action Map Ongoing during update and development, collection and analysis of contract term indicators in order to evaluate coalition process and outcomes, and summary report. Program staff and coalition members shall manage data collection with TrueBearing's assistance. ..-...—.........._..- --........................ 2 Develop/update, prepare and oversee deployment of By June 2018 survey tool to evaluate Kent Police Youth Board members. 3 Develop/update, prepare and oversee deployment of By June 2018 survey tool to assess Coalition members. 4 Attend regular Kent Drug Free Coalition meetings (no Ongoing during less than one meeting per quarter) and provide contract term evaluation updates. 5 Advise Kent Drug Free Coalition Data Committee on Ongoing during development and deployment of data collection contract term measures for the coalition. 6 Work with KDFC staff and members to secure Ongoing during appropriate HYS data from KSD and/or other sources contract term 7 Provide information as requested for grant reporting to Ongoing during the federal government. contract term 8 Conduct up to three evaluation briefings to KDFC, city As needed during leaders and communitv stakeholders _ contract term 9 Develop survey for school-based programs - TBD Exhibit B - Consultant Billing Rates Deliverable (Aooroximate Hours) Cost .__.............._. m .___._m_.mmmmmmmm......m..........m._m..................., 1 - Process and outcome evaluation including $7,250 Action Map development and advisement, indicators, data analysis, preparation and delivery of summary report (65 hours) ..._......................._..._.......... _. _. 2-3: Survey development, preparation and $4,400 oversee deployment (35 hours) -Survey to supplement HYS data -Game of Life conference survey -Youth Board survey -KDFC Coalition survey 4 - Attend/provide updates at KDFC meetings (8 $1,000 hours) 5 - Advise Data Committee on data collection $3,375 measures and monitor processes (35 hours 6 - Work with KDFC staff and members to $2,400 secure appropriate HYS data from KSD and/or other sources (20 hours) 7 - Provide information for grant reporting (3.8 $475 hours) ................ ............................................. .................... 8 - Conduct stakeholder briefings on KDFC $250 evaluation (2 hours) 9- Develop survey for school-based programs _ $750 $19,900 Terms: Cost calculations based on a discounted nonprofit/public interest hourly rate of $125.00 hour. Unless otherwise arranged, TrueBearing will invoice client according to the following schedule: Initial invoice (October 2017): 20 percent of project total ($3,950) Remaining invoices (November 2017-September 2018): Eleven monthly installments at $1,450 Invoices are due 30 days after e-mail delivery. A CERTIFICATE OF LIABILITY INSURANCE °ATE'MMI°°""Y' ..y' 12/14/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME' Hiscox Inc PHONE F.n. (888)202-3007 FDIC,AX NFL.. ..... 520 Madison Avenue EN IL ACDREss, contact@hiscox com 32nd Floor INSURERIS)AFFORDING COVERAGE NAIC# New York,NY 10022 INSURER A: Hiscox Insurance Comoanv Inc 10200 INSURED INSURER B TrueBearing LLC INSURER C, I 121 Lakeside Ave INSURERD: Suite B INSURER E Seattle WA 98122 INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Ni ADDL S06R POLICY Err POLICY EXP ---- ---- ---- LEE I TYPE OF INSURANCE INgn undo _ POLICY_NUMBER IMMmPVYYvvI IMosm.11yr LIMITS IX COMMERCIAL GENERAL LIABILITY I EACHOCCURRENCE S 1000000. I DAMAGE fGTt6NfEtS CLAIMS MADE XJ OCCUR PRFMIcpccq o,ve} 8 100,000 DIED ERA(Ans one person S 5,000 i A Y UDC-1307988-CGL-17 11105/2017 11/0512018 PERSONA LS ADVINJURY $ 1,000000 GENLAGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ 2000000 X ""IS POLICY JEC1 LOC PRODUCTS COMPIOP AGG 5 SR Gen Ayy OIHEfd: -. S AUTOMOBILE LIABILITY 0 MUIHPO$fNGIFrIMIT S ANY AUTO i INJURY(Per person) S J BODILY ALL SCHEDULED BODILY INJURY(Per acc Vert) S AUTOS AUTNON OWNEDK�RpnER4Y[1:hiitlpGE .$ L.. HIRED AUTOS AUTOS (nip aec Joni}.. I UMBRELLA LIAB OCCUR EACH OCCURRENCE S _ EXCESS LAB CLAIMS MADE I AGGREGATE $ 1 DEn I I RETENTIONS - - 5 WORKERS COMPENSATION 1 PER I cl`H AND EMPLOYERS'LIABILITY YIN; FR ANYPROPRIETORYARTNERIEXECUTIVE EL EACH ACCIDENT $ OFFICEWMEMBER EXCLUDED' �I NIA ry - -- (MandatoinNH) �EL DISEASE-EA EMPLOYEE $ If yes descnbe under , DESCRIPTION OF OPERATIONS OeIow iEL DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCpTIDNSI VEHICLES IACORD 101,Additional Remarks Schedule,maybe attached If more space is required) The City of Kent is named as additional insured subject to the policy terms and conditions. CERTIFICATE HOLDER CANCELLATION The City of Kent 220 Fourth Avenue South SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Kent,WA 98032 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014101) The ACORD name and logo are registered marks of ACORD