HomeMy WebLinkAboutIT07-136 - Original - Mike Sharp - Content Management Services - 06/29/2007 KEN T
WASHINGTON
CONSULTANT SERVICES AGREEMENT
between the City of Kent and
Mike Sharp
THIS AGREEMENT is made between the Cityof Kent, a Washington municipal corporation
g
(hereinafter the "City"), and Mike Sharp organized under the laws of the State of Washington, located and doing
business at 25234 134th. Ct SE, Kent, WA 98042, (253) 631-8407 (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.
Collaboration and content management services in accordance with the Statement of Work
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 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. Upon the effective date of this
Agreement, Consultant shall complete the work described in Section I by December 31, 2007.
III. COMPENSATION.
A. The City shall pay the Consultant, based on time and materials, an amount not to exceed $47,600
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 supplemental
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 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
CONSULTANT SERVICES AGREEMENT- 1
(Over$10,000)
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 and that 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.
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 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.
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 - "No Insurance Required" attached and
incorporated by this reference.
CONSULTANT SERVICES AGREEMENT-2
(Over$10,000)
IX. EXCHANGE OF INFORMATION. The City will provide its best efforts to provide
reasonable accuracy of any information supplied by it to Consultant for the purpose of completion of the work
under this Agreement.
X. OWNERSHIP AND USE OF RECORDS AND DOCUMENTS. Original documents,
drawings, designs, reports, or any other records developed or created under this Agreement shall belong to and
become the property of the City All records submitted by the City to the Consultant will be safeguarded by the
Consultant. Consultant shall make such data, documents, and files available to the City upon the City's request.
The city's use or reuse of any of the documents, data and files created by Consultant for this project by anyone
other than Consultant on any other project shall be without liability or legal exposure to Consultant.
XI. CITY'S RIGHT OF INSPECTION. Even though Consultant is an independent contractor
with the authority to control and direct the performance and details of the work 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.
XIL WORK PERFORMED AT CONSULTANT'S RISK. Consultant shall take all necessary
precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the
performance of the contract work and shall utilize all protection necessary for that purpose. All work shall be
done at Consultant's own risk, and Consultant shall be responsible for any loss of or damage to materials, tools,
or other articles used or held for use in connection with the work
XIII. MISCELLANEOUS PROVISIONS.
A. Recyclable Materials. Pursuant to Chapter 3.80 of the Kent City Code, the City requires its
contractors and consultants to use recycled and recyclable products whenever practicable. A price preference
may be available for any designated recycled product.
B. Non-Waiver of Breach. The failure of the City to insist upon strict performance of any of the
covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement
in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements
or options, and the same shall be and remain in full force and effect.
C. Resolution of Disputes and Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Washington. If the parties are unable to settle any dispute,
difference or claim arising from the parties' performance of this Agreement, the exclusive means of resolving
that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction
of the King County Superior Court, King County, Washington, unless the parties agree in writing to an
alternative dispute resolution process. In any claim or lawsuit for damages arising from the parties'
performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending
or bringing such claim or lawsuit, 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.
CONSULTANT SERVICES AGREEMENT-3
(Over$10,000)
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.
IN WITNESS, the parties below execute this Agreement,which shall become effective on the last
date entered below.
CONSULTANT: CITY OF KENT:
By: By:
vatyre)j (signature)
Print Name: Print N e: Suzette Cooke
Its Kam: a Its Mayor
(Trt ) / (Title)
DATE: 6 I 20 07 DATE: /7
NOTICES TO BE SENT TO: NOTICES TO BE SENT TO:
CONSULTANT: CITY OF KENT:
Mike Sharp John Humphreys
City of Kent
[25234 134th. Ct SE 220 Fourth Avenue South
Kent, WA 98042 Kent, WA 98032
(253) 631-8407 (telephone) (253) 856-4644 (telephone)
[ (facsimile) (253) 856-4735 (facsimile)
APPROVED AS TO FORM:
ent aw De ent
CONSULTANT SERVICES AGREEMENT-4
(Over$10,000)
CONSULTANT SERVICES AGREEMENT-5
(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 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.
11
Dated this -2, 54 day of_ J tAr7At, , 200�7
By: - Z:2e
For: /'1 illse S/ a✓D
Title: b,^ c 'rw
Date: 112 a,>7
EEO COMPLIANCE DOCUMENTS- I
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 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.
Dated this day of 200_
By.
For:
Title:
Date:
EEO COMPLIANCE DOCUMENTS-3
hl
•
KEN TT
W A S H I N G T O N
Content Management and Collaboration
Statement of Work
Exhibit A
Table of Contents
1. SCOPE OF WORK............................................................................................................1
2. ENGAGEMENT LOGISTICS..............................................................................................1
3. ENGAGEMENT OVERVIEW..............................................................................................1
4. STATEMENT OF WORK TASKS.......................................................................................1
5. TASK: CONTENT MANAGEMENT MIGRATION...............................................................1
6. TASK: COLLABORATION IMPLEMENTATION...............................................................2
Exhibit A Tiburon Projects & Support Engagement— SOW
1. Scope of Work
This Statement of Work defines the principal activities and responsibilities of the Contractor and
the City of Kent (the "City")for the Content Management and Collaboration engagement This
engagement is not to exceed 560 hours
2. Engagement Logistics
Work shall be performed either on site at the City's campus at 220 Fourth Avenue South, Kent,
Washington or remotely, depending on the nature of the effort This engagement is expected to
be completed in 2007 The contractor will work under the supervision of John Humphreys (the
"City Representative") during this engagement
3. Engagement Overview
Content Management is the set of tools that we are implementing to allow updating of
information on the City of Kent Web Site without requiring knowledge of HTML (Hyper Text
Markup Language) tools Collaboration is a set of tools that allow users to work on common
projects/tasks/discussions via a Web Site This engagement is to provide migration of
information from KentNet (the internal Web Site) to a content management structure, and to
implement a collaboration workspace for each Department/Division as directed by the IT
Systems Manager, John Humphreys
4. Statement of Work Tasks
Each task is designed to produce one or more deliverables The completion of each task will be
marked by completion of all its subtasks, and the City Representative's approval of each
deliverable
Each task listed consists of sub-tasks The sub-tasks are described at a high-level, and may not
represent all the work that must be carried out to complete the task Addilbnal steps may be
required for task completion The tasks, sub-tasks, and additional steps will be detailed in the
project schedule to be finalized at the outset of the engagement
This Statement of Work is contingent upon both the Contractor and the City fulfilling their
respective responsibilities as defined in this Statement of Work
If either party falls behind on the completion of their assigned tasks, the other party's allotted
time for completion of dependent tasks shall not be reduced to compensate for the delay The
number of days for an extension shall be mutually agreed upon
5. Task: Content Management Migration
Description: Develop a plan for, and complete implementation for migration of content from
current mtranet site to the new content management framework
Contractor Responsibilities:
a. Work with the City Representative to establish agreedmigration plan
b Set up content management framework for newintranet format
Page I
r
Exhibit A Tiburon Projects & Support Engagement— SOW
c. Complete migration of content to newmtranet format
City Responsibilities:
a. Provide workspace, portable computer and telephone for Contractor Contractor will be
responsible for contractor initiated long-distance telephone charges
b Coordinate and provide access to City resources(e g., staff, equipment, databases
Completion Criteria:
The Contractor will produce the following deliverables as part of this task
Migration of content to new Web Site format
6. Task; Collaboration Implementation
Description: implement a collaboration workspace for each Department/Divisim.
Contractor Responsibilities:
a Work with the City Representative to establish agreed implementation plan
b. Set up SharePoint site collection for each department, with subareas for divisions
c Implement standard templates for meetings, projects, etc asdirected by City
Representative
City Responsibilities:
a Provide workspace, portable computer and telephone for Contractor Contractor will be
responsible for contractor initiated long-distance telephone charges
b. Coordinate and provide access to City resources (e g , staff, equipment, databases).
Completion Criteria:
The Contractor will produce the following deliverables as part of this task
Implementation of SharePomt site collection for each
department
Page 2
Exhibit B
Estimated length of engagement 560 hours
Hourly rate $85.00
Estimated cost of engagement: $47,600.00
EXHIBIT C
INSURANCE & INDEMNITY REQUIREMENTS
No Insurance is required for this Contract.
Ll
RE Request for
Insurance Waiver for
Humphreys, John
From: Hills, Chris
Sent: Monday, June 18, 2007 1 30 PM
To: Humphreys, John
Subject: RE Request for Insurance Waiver for Consulting Services Agreement w/Mike Sharp for
Content Management Effort
John,
That's fine, no insurance is necessary for this contract...
Chris
-----Original Message-----
From: Humphreys,John
Sent: Monday,June 18, 2007 12 31 PM
To: Hills,Chris
Subject: Request for Insurance Waiver for Consulting Services Agreement w/ Mike Sharp for Content Management Effort
HI Chris,
Mike Sharp is a technology consultant that we are planning to bring in to help us out with some content management
work that we are doing. He would be working under the supervision of myself and Kevin Casault to migrate content
from our current intranet format to a new format. I have worked with Mike in the past and am very comfortable that
his skill level and experience make him more than qualified for this effort. As such, I would like to waive the
insurance requirement for Mike on this contract if possible.
I have attached the following documents:
• Consulting Services Agreement
• Exhibit A - Statement of Work
• Exhibit B - Rate Information
• Exhibit C- Insurance Waiver(assuming you agree that it's OK)
Could you let me know if it is OK to continue forward with approval of this contact with the insurance waiver in place?
Thanks'
John Humphreys
<< File: Exhibit B - Rate.doc >> << File: Exhibit C - No Insurance.doc >> << File: ConsultantServicesAgreement-
OverlOK.doc >> << File: Exhibit A - Content Management &Collaboration SOW.doc >>
i