HomeMy WebLinkAboutEC18-194 - Original - VanNess Feldman - Contract - 12/13/2017 T�0 Records Management Document
CONTRACT COVER SHEET
This is to be completed by the Contract Manager prior to submission
to the City Clerk's Office. All portions are to be completed.
If you have questions, please contact the City Clerk's Office at 253-856-5725.
Vendor Name: Van Ness Feldman LLP
Vendor Number (]DE):
Contract Number (City Clerk):
Category: Contract Agreement
Sub-Category (if applicable): Other
Project Name: Legislative Representation
Contract Execution Date: 12/13/2017 Termination Date: 12/31/2018
Contract Manager: T. Kosen Department: ECD
.....................
Date Notice of Contract Email Sent:
Contract Amount: $56,000.00
111 .1111 ,. .. ... ....... ......
Approval Authority: 0 Director Z Mayor F City Council
Other Details:
...... ........... ...........__...............
KENT
CONSULTANT SERVICES AGREEMENT
between the City of Kent and
Van Ness Feldman, LLP
THIS AGREEMENT is made between the City of Kent, a Washington municipal corporation
(hereinafter the "City"), and Van Ness Feldman, LLP organized under the laws of the State of District of
Columbia, located and doing business at 1050 Thomas Jefferson Street N.W., Washington D.C., 20007-
3877, (202) 298-1956 (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:
Provide federal legislative representation of the City of Kent with an emphasis on the
Washington State Congressional delegation, as further described in the Consultant's work
program attached and incorporated as Exhibit A.
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 December 31, 2018.
III. COMPENSATION.
A. The City shall pay the Consultant, based on time and materials, an amount not to exceed
$56,000.00 plus applicable Washington State sales tax, 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.
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:
CONSULTANT SERVICES AGREEMENT - 1
(Over$20,000)
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 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 duty to defend, indemnify, and hold the City
harmless, and Consultant's liability accruing from that obligation shall be only to the extent of the
Consultant's negligence.
CONSULTANT SERVICES AGREEMENT - 2
(Over$20,000)
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 Consultant acknowledges that the City is a public agency subject to the Public Records
Act codified in Chapter 42.56 of the Revised Code of Washington. As such, the Consultant agrees to
cooperate fully with the City in satisfying the City's duties and obligations under the Public Records Act.
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.
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
CONSULTANT SERVICES AGREEMENT - 3
(Over$20,000)
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. Ass�i nm_enk. 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. Public Records Act. The Consultant acknowledges that the City is a public agency subject to
the Public Records Act codified in Chapter 42.56 of the Revised Code of Washington and documents,
notes, emails, and other records prepared or gathered by the Consultant in its performance of this
Agreement may be subject to public review and disclosure, even if those records are not produced to or
possessed by the City of Kent. As such, the Consultant agrees to cooperate fully with the City in satisfying
the City's duties and obligations under the Public Records Act.
J. 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.
CONSULTANT SERVICES AGREEMENT - 4
(Over$20,000)
K. Counterparts and Signatures by Fax or Email. 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. Further, upon executing this Agreement, either party may deliver the signature page
to the other by fax or email and that signature shall have the same force and effect as if the Agreement
bearing the original signature was received in person.
IN WITNESS, the parties below execute this Agreement, which shall become effective on
the last date entered below. All acts consistent with the authority of this Agreement and prior
to its effective date are ratified and affirmed, and the terms of the Agreement shall be deemed
to have applied.
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CONSULTANT: CITY OF KENT:
By: By;
(signature) (signature)
Print came: f: v% v (-V1q j. t/1 P int Na e; uzette Cooke
Its r'` �d -! &i n r-e. �Aa*11 I Mayor
(titre)
DATE: t 1 'SO in a O I l DATE: /Ox— /}
............ ................
.............. .___..........
...........
NOTICES TO BE SENT TO: NOTICES TO BE SENT TO:
CONSULTANT: CITY OF KENT:
Ben McMakin Ben Wolters, Director
Van Ness Feldman, LLP. Economic & Community Development
[Insert Address] City of Kent
1050 Thomas Jefferson Street N.W. 220 Fourth Avenue South
Washington D.C., 20007-3877 Kent, WA 98032
202-298-1800 (telephone)
202-338-2716 (facsimile) (253) 856-5702 (telephone)
(253) 856 6454 (facsimile)
APPROVI S TO FORM:
Ke t Law epartment
CONSULTANT SERVICES AGREEMENT - 5
(Over$20,000)
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: /
For: f�
Title: w pY w ,
Date: _ � � '0 /
P
EEO COMPLIANCE DOCUMENTS - 1
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.
EEO COMPLIANCE DOCUMENTS - 2
Exhibit A
Van (Ness Work Prof1rain
Van Ness Feldman, LLP (hereinafter the "Consultant") agrees to provide federal representation
to the City of Kent (hereinafter the "City"), beginning on January 1, 2018 to December 31"
2018.
Consultant will provide City with comprehensive federal representation and will work
with the Mayor,, City Council, and City departments to develop and implement both a short term
and long range federal relations strategy in support of City projects, policies, and programs that
are influenced or supported by federal policies and funding. Toward this end, Consultant will
implement the following work plan on behalf of City:
• Work with the City's Economic Development Director, city departments, Mayor, and
City Council to develop and implement a strategy to secure federal support for the
following key federal relations priorities in 2018 and beyond:
1. Congressional and Executive Branch support for Federal Emergency
Management Agency ("FEMA") accreditation of the Green River levee
system in Kent. Assist City effort to adopt a reasonable interim flood zone
and flood insurance program until the levee system is replaced, repaired and
recertified. Support City initiatives to certify and accredit the levee system by
the federal government. Monitor the Administration's Federal Flood Risk
Management Standard initiative.
2. Ongoing efforts to identify funding opportunities from the recently adopted
five year highway legislation, the annual appropriations process, and
infrastructure investment initiatives proposed by the administration. The
Fixing America's Surface Transportation or FAST Act will likely generate
additional competitive grant opportunities for railroad/roadway safety
improvements, grade separations, rail, transit and other transportation projects.
3. Authorization for project funding through the 2018 Water Resources Reform
Development Act Reauthorization ("WRRDA") and other potential new
Federal Funding sources for the Kent Valley Levee Projects.
4. Support City efforts to continue federal funding and regulatory policy support
for the Green/Duwamish Rivers' Ecosystem Restoration projects and
program.
5. Monitor crude by rail policy and regulatory developments of interest to City
including crude rail volumes, safety initiatives, noise abatement, and funding
opportunities.
6. Federal support for local law enforcement and crime prevention.
7. Human Service and Community Development block grant funding in support
of growing human service needs in the Kent community.
8. Identify federal policies, regulatory programs, and grants that can support
City's strategic goals.
9. Other federal opportunities and issues identified as a priority for City,
• Coordinate and advocate for City's appropriations requests to the Washington
Congressional delegation on behalf of levee repair, transportation, habitat restoration, and
other municipal priorities identified by City.
• Manage relationships with key staff in the Washington congressional delegation.
• Coordinate with visits to Washington, D.C. by City officials working on Kent's priority
projects and other municipal interests.
• Design and implement an outreach plan to bring Members of Congress and congressional
staff to City for further discussion and education on the needs and opportunities for
federal support of City communities' priorities.
• Monitor legislative initiatives of interest to City.
• Assist City Departments with tracking, identifying, and securing grant opportunities in
support of City priorities and initiatives, including human services, open space, law
enforcement, environmental and energy conservation, railroad safety and railroad Quiet
Zones.
• Provide updates, strategy development, and coordination via periodic conference calls
with City staff on the progress of the work, next steps, and assignment of tasks between
the lobbyist and City staff in support of the ongoing work program. These conference
calls will be supplemented by meetings and e-mail reports as needed. Ben McMakin for
Consultant and Ben Wolters for City will develop the agenda for these conference calls in
consultation with the leads of City departments involved with the federal issues to be
discussed and who will participate in those calls and meetings. Funding for Public
Works' railroad Quiet Zone, safety improvements, grade separation, and levee
replacement projects will be leading issues for the conference calls.
Ben McMakin will have primary responsibility for this representation. if necessary, he may
request assistance from other professionals in Consultant to provide City with the most effective,
efficient, and timely representation. City will pay Consultant a monthly retainer of Four
Thousand Six Hundred Sixty-Six and 66/100 Dollars ($4,666.66). The retainer includes all
associated costs, such as travel, printing, phone, etc, to include all costs for one in-person visit to
City requiring air travel by up to two members of the Consultant's team. Additional air travel
requested and required by City will be supplemental to the retainer and charged, without markup,
as incurred. Consultant understands that cities often work with significant budget constraints for
this type of work and will work with City on a work schedule that fits within City's budget
parameters and still accomplishes the work needed.
Consultant will include in its billing statements all charges and disbursements for expenses
incurred specifically for its representation of City. A detailed statement of amounts due for
professional services and expenses will be provided to City on a monthly basis. The contract
will not exceed a total amount of Fifty-Six Thousand and 00/100 Dollars ($56,000). City agrees
to provide monthly payment within 45 days of receipt.
City consents to being listed as a Consultant client on Consultant promotional materials. This
consent includes pennitting Consultant to generally describe the matters on which we have or are
representing you to the extent that those matters are public knowledge.
City has the right to terminate this engagement by written notice at any time. It is further agreed
that after the conclusion of this contract, Consultant will offer to return the files to City. If
Consultant does not receive instructions as to the disposition of these files within 60 days after
said offer, it is agreed that Consultant need not retain such files for more than three (3) years,
after which it may destroy all such materials that do not have intrinsic value. City further agrees
that Consultant may retain a copy of materials in such files, at its own expense.
EXHIBIT B
INSURANCE & INDEMNITY REQUIREMENTS
No Insurance is required for this Contract.
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: V"- ot-3 5-
Title: 'N'f-L pe,
Date: it '30 2 0 t 7
a
EEO COMPLIANCE DOCUMENTS - 3
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TAX REGISTRATION NO:601205853 ACCOUNT OPEN ED:9/18/198912:00:00 AM
UBL• 691205853 ACCOUNT CLOSED:OPEN
ENTITY NAME: VAN NESS FELDMAN LIP
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