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HomeMy WebLinkAboutCAG2019-015 - Original - 2019 City Council Strategic Planning Retreat KENT 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: The Falconer Group, LLC Vendor Number (JDE): 220381 Contract Number (City Clerk): `f -0 15 Category: Contract Agreement Sub-Category (if applicable): None Project Name: 2019 City council strategic planning retreat 01/13/19 03/01/19 Contract Execution Date: Termination Date: Contract Manager: Derek Matheson Department: Administration Contract Amount: $6,070.00 Budgeted: ❑✓ Grant? Part of NEW Budget: ❑ Local: State: ElFederal: El Related to a New Position: Anything preventing public disclosure? Basis for Selection of Contractor? Direct Negotiation Approval Authority: F Director 11 Mayor 1-1 City Council Other Details: Acct# 1001100.64190.1100. Details listed on Exh. A T 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 SW Webster Street, Seattle, WA, 98106 / (206) 225.4109 (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: The City Council 2019 strategic planning retreat is February 1 - 2, 2019 See attached proposal, Exibit A, to include council retreat preparation, facilitation and summary. 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 March 01, 2019. III. COMPENSATION. A„ The City shall pay the Consultant, based on time and materials, an amount not to exceed Six Thousand and Seventy dollars ($6,070.00), plus applicable 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 ($20,000 or Less) 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. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S WAIVER OF IMMUNITY UNDER INDUSTRIAL CONSULTANT SERVICES AGREEMENT - 2 ($20,000 or Less) 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 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 CONSULTANT SERVICES AGREEMENT - 3 ($20,000 or Less) in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; rod wided, 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. 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 BusinessLicense R fired. 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. / 1 K. Countecparts and SignaturesFax 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. CONSULTANT SERVICES AGREEMENT - 4 ($20,000 or Less) 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. CONSULTANT: CITY OF KENT: By / By (signature) (signature) Pri ame: f.1ew�) rats Print Name: Derek Matheson Its: ,d Its: Chief Administrative Officer (ti DATE: 1 .13. 14 DATE: P 61 `' NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: CONSULTANT: CITY OF KENT: James Falconer Reid, Principal Derek Matheson 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) 856-5700 (telephone) ------------------ (facsimile) (253) 856-6700 (facsimile) _.. ATTEST Kent City Clerk P:\Mayor&Administration\ADM[ ISTRAIlVE n-EMS\Consultants\➢m Reid\2019 Caunnl Retreat\Falconer Group Service Agreement_2019Council Retreat CONSULTANT SERVICES AGREEMENT - 5 ($20,000 or Less) 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. r By: .A;4� For. __...... f-Pi...•...... Title: 7nit-C1 L Date: •I + 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 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 GMV Company, hereby acknowledge and declare that the before-mentioned company was the prime contractor for the Agreement known as C,""gkfi && " 'A6ac;-04nrp that was entered into on the 114 .1 (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: —114f .. E Title: i !lmaCarin Date: 1 • EEO COMPLIANCE DOCUMENTS - 3 EXHIBIT A FA,) C 01b14III°, I" G[k(,.)V..,f .JAMEs FALCONER REID, PRINCIPAL 1300 SW Webster Street, Seattle, Washington 98106 Phone: (206) 225.4109 Email:jLmJ@falconerrpu nit Website: www.falconerarouD.net THE KENT CITY COUNCIL'S 2019 STRATEGIC PLANNING RETREAT 1-2 February 2019 THE FALCONER UGROUP'S PROPOSED APPROACH Revised 27 December 2018 Phases and Tasks Completion flake PREPARE TO FACILITATE THE MEETING 01.31.19 Jim Reid's tasks include: § Met with Council President Bill Boyce, Mayor Dana Ralph, and Chief Administrative Officer Derek Matheson on 21 December to discuss potential retreat issues and topics. § Following the meeting, interview the other City Council members to solicit their ideas and suggestions about topics for the agenda. § Draft the retreat agenda;submit it to the Council President, Mayor,and CAO to solicit their review and comments. § Meet with the Executive Leadership Team on 7 January 2019 to review the draft agenda and solicit their reactions and suggestions for possible additional retreat topics. § If necessary, revise it per their comments. § Submit the draft agenda to the other Council members for comments. § If necessary, revise it again and submit it to Derek and the ELT members. § Review notes from the City Council interviews and the summary of the 2018 Council retreat. § Review other documents that may be helpful in preparing, including the retreat packet that staff prepares for the Council. § Coordinate with Kent City staff regarding retreat logistics. § Coordinate with Council President Boyce, Mayor Ralph,and Derek as necessary. FACILITATE THE MEETING 02.01 & 02.02.19 Jim Reid's tasks include: § Facilitate the City Council's annual strategic planning retreat on Friday,the 1" and Saturday,the 2od of February. (Assume meeting lasts four hours on Friday, eight on Saturday.) § Oversee the work of Jake Delbridge,who will be taking notes § Arrive before the meeting to help set up the room or to ensure the room set-up is conducive to achieving the retreat's goals;welcome retreat participants as they arrive. (Assume arrival one hour prior to the start of the meeting on Friday and thirty minutes before it starts on Saturday.) § Stay after the meeting adjourns to follow-up with the participants, collect notes, and ensure the room is put back the way we found it. At the conclusion of the meeting each day,quickly debrief with Council President Boyce, Mayor Ralph, and Derek. (Assume 15 minutes after the retreat adjourns each day.) PRODUCE THE MEETING SUMMARY 02.15.19 Jim Reid's tasks include: § Jake Delbridge will produce the initial summary of the meeting. § Jim will review and "finalize"the draft,and then send it to Derek for review. § After Derek and the ELT have reviewed it and suggested changes, Jim will finalize the retreat summary and send it back to Derek for distribution to and ultimately adoption by the Council. 2 THE FALCONER GROUP'S PROPOSED BUDGET Notes: § The Falconer Group's rate for Jim Reid's services is $210.00 per hour. § The Falconer Group's rate for Jake Delbridge's services to take notes and initially draft the retreat summary is$25 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: Costs: PREPARE TO FACILITATE THE RETREAT (Reid) 10.0 $ 2,100.00 FACILITATE THE MEETING (Reid) 14.0 2,940.00 TAKE NOTES AT THE MEETING (Delbridge) 12.0 300.00 INITIALLY DRAFT THE MEETING SUMMARY 4.0 100.00 (Delbridge) FINALIZE THE MEETING SUMMARY (Reid) 3.0 630.00 TOTALS: 43.0 $ 6,070.00 3 EXHIBIT B INSURANCE REQUIREMENTS No Insurance is required for this Contract.