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HomeMy WebLinkAboutAD07-155 - Original - Two Medicine Communications - Len McComb Lobbying Assistance for Streamlined Sales Tax - 11/01/2006 tir Records Mpf =a"000' eme6 �1 KENT , Document WA5 HINGTON _ jj £4 e.1��i� e 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 Mary Simmons, City Clerks Office. Vendor Name: Le l 'C C cn& Contract Number: pool- l SS� This is assigned by Mary Simmons Vendor Number: Project Name: o ' Contract Effective Date: Contract Termination Date: Z I Z�C--,77 Contract Renewal Notice (Days): Number of days required notice for termination or renewal or amendment Contract Manager: ��,1 ( J� �l,I LA (y�) Department: Abstract: ADCL7832 07/02 R, s� i PROFESSIONAL SERVICES AGREEMENT BET)ATEN THE CITY OF KENT AND LEN MCCOMB,TWO MEDICINE COnMIJNICATIONS This Professional Services Agreement ("Agreement') is entered into between the City of Kent, a municipality in the State of Washington ("City") and Mr. Len McComb of Two Medicine Communications("Contractor"). A. The Ctty of Kent ("City") seeks the temporary professional services of a skilled independent contractor capable of working without direct supervision, in the capacity of specifically-focused lobbying services;and B. Mr. Len McComb ("Contractor")has the requisite skill and experience necessary to provide such services. NOW,THEREFORE,the Parties agree as follows: 1. Services. Contractor shall provide the services more specifically described in Exhibit"A", attached hereto and incorporated by this reference ("Services"), in a manner consistent with the accepted practices for other similar services, performed to the City's satisfaction, within the time period prescribed and pursuant to direction of the City, via John Hodgson, Chief Administrative Officer, and Doug Levy, Outcomes By Levy. 2. Term. The term of this Agreement shall commence on November 1, 2006 and shall continue through April 30, 2007 or the end of the 2007 Legislative Session, whichever comes first ("Term"). The Term of this Agreement may be modified upon the mutual written agreement of the City and Contractor. 3. Tennination. Prior to the expiration of the Term, this Agreement may be terminated by either party upon providing the non-terminating party at least fourteen (14) calendar days prior written notice. The City may terminate this Agreement immediately, for cause at any time. 4. Compensation. 4.1 Total Compensation. In consideration of the Contractor performing the cervices, the Cify agrees to pay the Contractor an amount of $3,000/month for the period November 1, 2006 through December 31, 2006, and an amount of$3,500/month effective January 1, 2007. Payment for partial month services shall be prorated based on the number of calendar days in said month. The total compensation paid to the Contractor under this Agreement, including Reimbursable Expenses, shall not exceed$25,000. This is the maximum amount to be paid under this Agreement and shall not be exceeded without the prior written authorization of the City in the form of an Executed Change Order. Reimbursable Expenses. In addition to the monthly compensation described above, the City will reimburse Contractor for "Reimbursable Expenses" associated with providing Services under this Agreement. The term "Reimbursable Expenses" means and includes the actual customary and incidental expenses incurred by Contractor to performing the Seivices including lodging, mileage and parking, long-distance telephone calls, and other IGa$VIQVle costs. Voil+ur ai♦wa. sia,aula a SeSS s-ch engtg n na nr rain rl manner based upon the Contractor's other client responsibilities. However, these reimbursable expenses shall be subject to review and approval by the City, which approval shall not be unreasonably withheld so long as expenses are deemed reasonable in the City's sole discretion. In any event, the Contractor's total reimbursable expense amount and shall not exceed Three Hundred Dollars($300.00)per month. 4.2 Method of Payment. Payment by the City for the Services will only be made after the Services have been performed, and a statement, voucher, or invoice acceptable to the City that describes the services actually performed is submitted. Payment shall be made on a monthly basis,within thirty (30) days of receipt of such statement,voucher, or invoice. 4.3 Contractor Responsible for Taxes. The Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 5. Compliance with Laws. Contractor shall comply with and perform the Services in accordance with all applicable federal, state, and City laws including, without limitation, all City codes, ordinances, resolutions, standards and policies, as now existing or hereafter adopted or amended. 6. Warranty. The Contractor warrants that he has the requisite training, skill and experience necessary to provide the Services and is appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited to the State Public Disclosure Commission. Contractor is not required to obtain a City business license. 7. Independent Contractor/Conflict of Interest. It is the intention and understanding of the Parties that the Contractor shall be an independent Contractor and that the City shall be neither liable nor obligated to pay Contractor sick leave, vacation pay or any other benefit of employment, nor to pay any social security or other tax which may arise as an incident of employment. The Contractor shall pay all income and other taxes due. Industrial or any other insurance that is purchased, regardless of whether such may provide a secondary or incidental ' r b d to convert this Agreement to an ^eneill` to the COti�i�S.tQ7, Slia"u uv�t e deemed a employment contract. It is recognized that the Contractor may or wall be per:;nning professional services during the Term for other parties; provided, however, that such perforindme of other services shall not conflict with or interfere :q,itl_ --,itrartor's ability to perform the Services on behalf of the City of Kent. Contractor agrees to notify the City immediately both verbally and in writing of any potential conflict(s) of interest that may arise involving the position of the City vis-a-vis other clients represented by Contractor. Contractor shall then work with the City to resolve such conflict(s) in a manner that is acceptable to the City and prevents any financial or other harm to the City. 8. Indemnification. 8.1 Contractor Indemnification. Contractor agrees to indemnify, defend and hold the City harmless from any and all claims, demands, losses, actions and liabilities (including costs and all attorney fees)to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives,arising from, resulting from, or connected with this Agreement to the extent caused by the acts, errors or omissions of the Contractor, or by the Contractor's breach of this Agreement.Contractor waives any immunity that may be granted to him under the Washington State Industrial Insurance Act, Title 51 RCW. Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under insurance policies, workers' compensation acts, disability benefit acts or any other benefits acts or programs. 8.2 City Indemnification. The City agrees to indemnify, defend and hold the Contractor and his partners, employees, and agents harmless from any and all claims, demands, losses, actions and liabilities (including costs and attorney fees)to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from,resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City. 8.3 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 9. Equal Opportunity Employer. In all Contractor services or activities resulting from this Agreement, there shall be no discrimination by Contractor against any person because of sex, age (except minimum age and retirement provisions),race,color,creed,national origin,marital status or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment. This requirement shall apply, but not be limited to the following: employment, advertising, layoff or termination, rates of pay or other forms of con neusli—it i, and selection for training, 3.^.el'uding apprenticeship. Contractor shall not violate any of the terms of Chapter 49.60 RCW, Title `v 11 of the Civil Rights Act of 19�4, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973 or n any Otnei applicable federal, state 6r local 1,...,., or regul.-at-i.n1 reg_ar___inoa non- discrimination. Any material violation of this provision shall be grounds for termination of this Agreement by the City. 10. Insurance. Contractor agrees to carry personal and automobile liability insurance in an amount acceptable to the City and shall provide evidence of such insurance concurrent with the execution of this Agreement,evidencing such coverage. 11. Work Products and Resorting. Work products shall be up to the discretion of the City and the Contractor, as deemed appropriate by the City and agreed to by the Contractor. Reporting protocol on the duties specified in Exhibit A shall be jointly determined by the City and the Contractor. 12 Books and Records. The Contractor agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Services and maintain such accounting procedures and practices as may be deemed necessary to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review or audit pursuant to this Agreement. 13. General Provisions. 13.1 Entire Agreement.This Agreement contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior agreements shall be effective for any purpose. 13.2 Modification. No provision of this Agreement, including this provision, may be amended or modified except by written agreement signed by the Parties. 13.3 Full Force and Effect. Any provision of this Agreement that is declared invalid or illegal shall in no way affect or invalidate any other provision and such other provisions shall remain in full force and effect. 13.4 Assignment. Neither the City nor the Contractor shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. 13.5 Successors in Interest. Subject to the foregoing Subsection,the rights and obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and assigns. 13.6 Attorney Fees. In the event either of the Parties defaults on the performance of any terms of this Agreement or either Party places the enforcement of this Agreement in the hands of an attorney,or files a lawsuit, each Party shall pay all its own attorneys' fees,costs and expenses. 13.7 No Waiver. Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. 13.8 Governing Law. This Agreement shall be made in and shall be governed by and interpreted in accordance with the laws of the State of Washington. Jurisdiction and venue of any dispute arising under this Agreement shall be in King County Superior Court,King County,Washington. 13.9 Authority. Each individual executing this Agreement on behalf of the City and Contractor represents and warrants that such individuals are duly authorized to execute and deliver this Agreement. 13.10 Notices. Any notices required to be given by the Parties shall be delivered at the addresses set forth below. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set forth below. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. 13.11 Captions. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. 13.12 Performance.Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the Contractor's performance of this Agreement. 13.13 Remedies Cumulative. Any remedies provided for under the terns of this Agreement are not intended to be exclusive,but shall be cumulative with all other remedies available to the Contractor at law, in equity or by statute. 13.14 Counterparts This Agreement may be executed in any number of counterparts, which counterparts shall collectively conslitute the entire Agreement. 13.15 Equal Opportunity to Draft. The parties have participated and had an equal opportunity to participate in the drafting of this Agreement, and the Exhibits, if any, attached. No ambiguity shall be construed against any party upon a claim that that party drafted the ambiguous language, 14. Effective Date.This Agreement shall take effect on November 1,2006. CITY By: Suzette Coke,Mayor, City of Kent 220�unh Avenue South Kent,WA 98032-5895 CONTRACTOR By. — , c U Len McComb,Two Medicine Communications 2255 Wildwood Road Curtis, WA 98538 EXHIBIT"A" -SCOPE OF SERVICES A. Provide general lobbying assistance to the City of Kent and cities working in coalition with Kent,regarding the issue of"Streamlined Sales Tax" (SST) -and particularly wren regard to the local sales tax"sourcing" provisions of SST. B. Assist the City of Kent,and cities working in coalition with Kent, with development of an overall strategy and plan related to legislation and stakeholder work. C. Represent the interests of Kent and other cities working in coalition with Kent,on SST/sourcing in Olympia, particularly with regard to- key communication as directed with legislative leadership, lawmakers who chair and/or have membership of fiscal committees with jurisdiction over the SST/sourcing issue,the Governor's Office and Office of Financial Management; and the State Department of Revenue. D. Assist the City of Kent and cities working in coalition with Kent on ensuring"full- mitigation" solutions with any SST/sourcing legislation. E. Develop a main point of contact for regular reporting on the progress and status of the SST/sourcing issue, as well as a regular pattern of reporting in writing or verbally. Main point of reporting contact in Olympia shall be the City of Kenfs Government Affairs Consultant-Doug Levy, Owner/Consultant,Outcomes By Levy. F. Complete in a timely and accurate fashion all forms and reports required of lobbyists by the state and other lawful jurisdictions. G. Provide timely telephone or e-mail updates as jointly determined necessary by the City and Contractor.