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HomeMy WebLinkAboutCrosby, Constance - Professional Services ContractPROFESSIONAL SERVICES CONTRACT THIS PROFESSIONAL SERVICES CONTRACT is made and entered into by and between the City of Yakima, a Washington municipal corporation (hereafter the "City"), and Constance Crosby (hereafter the "Contractor"). WHEREAS, the Yakima Police Department has made recruiting lateral police officers a priority, City Manager Harrison has approved Officer Meyers's attendance at the Women in Law Enforcement Summit (Nashville, TN) being held in March, 2022; he also suggested the trip be extended to include recruiting efforts, while in the region. WHEREAS, the Contractor moved from Jackson, Mississippi Police Department to the Seattle Police Department and attended the Equivalency Academy with Chief Murray. The Contractor has previously expressed a willingness to assist the Yakima Police Department with recruiting lateral officers from the South to the Pacific Northwest. Having lived and worked in Jackson, MS, the Contractor is familiar with the area and has numerous connections to potential applicants. WHEREAS, the Contractor has community ties to the region, the expertise necessary and is willing to assist the Yakima Police Department in its police officer recruiting efforts; NOW, THEREFORE, in consideration of the mutual covenants, promise, and agreements set forth herein, it is agreed by and between the City and Contractor as follows: Section 1. Statement of Work 1.1 The professional services that the Contractor will provide to the Yakima Police Department include: a. Travel to Yakima (from Seattle) in an effort to familiarize and study the community, the department and the culture. b. Meet with the recruiting team to discuss and evaluate recruiting strategies, formulate a regional recruiting plan and determine if it would benefit the City of Yakima to have the Contractor travel to Jackson, MS, with the intent to assist Officer Meyers with recruiting. c. Contacting potential applicants in the Jackson, MS, area, mail out information, schedule meetings, etc. 1.2 Except as otherwise specifically provided in the Contract, Contractor shall furnish the following, all as may be required to perform the services described in paragraph 1.1 in accordance with this Contract: personnel, labor and supervision; and technical, professional and other services. All such services, property and other items furnished or required to be furnished together with all other obligations performed or required to be performed, by Contractor under this Contract are sometimes collectively referred to in this Contract as the "Services." 1.3 All provisions of this Contract are intended to be complementary, and any Services required by one and not mentioned in another shall be performed to the same extent as though required by all. Details of the Services that are not necessary to carry out the Professional Services Agreement Page 1 intent of this Contract, but that are not expressly required, shall be performed or furnished by Contractor as part of the Services, without any increase in the compensation otherwise payable under this Contract. Section 2. Period of Performance 2.1 The period of performance under this Contract will commence on the dates agreed to upon the Contractor and the City of Yakima after both parties have executed this contract. 2.2 The performance period will cease, upon the departure of the Contractor's site visit or when both parties reach a decision on whether to continue a collaborative recruiting effort, whichever comes first. Section 3. Compensation 3.1 As full compensation for satisfactory performance of the Services, the City shall pay Contractor a flat fee of $665 for all expenses. The expenses shall be itemized as the following at maximum rates: • • $40.00 per hour for a minimum of 8 hours of work ($320.00). $150.00 for lodging for one night ($150.00). $150.00 for mileage. $45.00 total meal. 3.2 In order to process compensation, the Contractor shall send an invoice to the following address referencing the contract number: City of Yakima Accounts Payable 129 N 2"d Street Yakima, WA 98901 3.2 The City and Contractor mutually agree that the Contractor's compensable hours worked shall not exceed eight hours (8 hours), which does not include travel to or from Yakima or within Yakima. 3.3 Any additional service(s) provided by the Contractor which are to be paid by the City must have prior written approval of the City. Section 4. Performance by Contractor 4.1 Delegation of Professional Services. The services provided under this Contract shall be performed by Contractor, and no person other than Contractor shall be engaged on subject work or services. Contractor shall not (by contract, operation of law or otherwise) delegate or subcontract performance of any Services to any other person or entity without the prior written consent of the City. Any such delegation or subcontracting without the City's prior written consent shall be voidable at the City's option. No delegation or subcontracting of performance of any of the Services, with or without the City's prior written consent, shall relieve the Contractor of Contractor's responsibility to Professional Services Agreement Page 2 perform the Services in accordance with this Contract. Contractor shall be fully responsible for the performance, acts and omissions of Contractor's employees, if any, Contractor's subcontractors, and any other person who performs or furnishes any services (collectively, the "Support"). 4.2 Contractor shall at all times by an independent contractor and not an agent or representative of the City with regard to performance of the Services. Contractor shall not represent that she is, nor hold herself out as, an agent or representative to the City. In no event shall Contractor be authorized to enter into any agreement or undertaking for or on behalf of the City. 4.3 Contractor shall perform the Services in a timely manner and in accordance with the standards of the profession. At the time of performance, Contractor shall be properly licensed, equipped, organized, and financed to perform the Services in accordance with this Contract. Subject to compliance with the requirements of this Contract, Contractor shall perform the Services in accordance with his own methods. Section 5. Compliance with Laws 5.1 Contractor shall comply with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, and other requirements of any governmental authority (including, but not limited to, such requirements as may be imposed upon the City and applicable to the Services). Contractor shall furnish such documents as may be required to effect or evidence such compliance. All laws, ordinances, rules and orders required to be incorporated in agreements of this character are incorporated in this Contract by this reference. Section 6. Taxes and Assessments 6.1 Contractor shall be solely responsible for and shall pay all taxes, deductions, and assessments that Contractor is required to pay, including but not limited to federal income tax, FICA, social security tax, assessments for unemployment and individual injury insurance, and other deductions from income which may be required by law or assessed against either party as a result of this Contract. In the event the City is assessed a tax or assessment as a result of this Contract, Contractor shall pay the same before it becomes due. Section 7. Nondiscrimination Provision 7.1 During the performance of this Contract, Contractor shall not discriminate in violation of any applicable federal, state and/or local law or regulation on the basis of race, age, color, sex, religion, national origin, creed, marital status, disability, honorably discharged veteran or military status, pregnancy, sexual orientation, political affiliation, or the presence of any sensory, mental or physical handicap, and any other classification protected under federal, state, or local law. This provision shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, selection for training, and the provision of Services under this Contract. Professional Services Agreement Page 3 Section 8. Inspection and Production of Records 8.1 The records relating to the Services shall, at all times, be subject to inspection by and with the approval of the City, but the making of (or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance of the Services in accordance with this Contract, notwithstanding the City's knowledge of defective or non- complying performance, its substantiality or the ease of its discovery. Contractor's records relating to the Services will be provided to the City upon the City's request. 8.2 Contractor shall promptly furnish the City with such information and records which are related to the Services of this Contract as may be requested by the City. Until the expiration of three (3) years after final payment of the compensation payable under this Contract, or for a longer period if required by law or by the Washington State Secretary of State's record retention schedule, Contractor shall retain and provide the City access to (and the City shall have the right to examine, audit an copy) all of Contractor's books, documents, papers and records which are related to the Services performed by Contractor under this Contract. 8.3 All records relating to Contractor's services under this Contract must be made available to the City, and the records relating to the services are City of Yakima Police Department records. They must be produced to third parties if required pursuant to the Washington Public Records Act, Chapter 42.56 RCW or by law. All records relating to Contractor's services under this Contract must be retained by Contractor for the minimum period of time required pursuant to the Washington State Secretary of State's record retention schedule. Section 9. Property and Confidential Information 9.1 Contractor shall not, without the prior written consent of the City, disclose to third parties any information received in connection with the Services unless: a. information is known to Contractor prior to receiving the same directly or indirectly in connection with the Services; b. information is in the public domain at the time of disclosure by Contractor; or c. information is received by Contractor from a third party who does not have an obligation to keep the same confidential. Section 10. Indemnification and Hold Harmless 10.1 The Contractor agrees to protect, defend, indemnify, and hold harmless the City, its elected officials, officers, employees and agents from any and all claims, demands, losses, liens, liabilities, penalties, fines, lawsuits, and other proceedings and all judgement, awards, costs and expenses (including reasonable attorneys" fees and disbursements), resulting from negligent acts and/or omissions or willful misconduct of the Contractor or his agents arising out of the performance of this Contract. 10.2 The City agrees to protect, defend, indemnify, and hold harmless the Contractor from any and all claims, demands, losses, liens, liabilities, penalties, fines, lawsuits, and other proceedings and all judgments, awards, costs and expenses (including reasonable attorneys' fees and disbursements), resulting from negligent acts and/or omissions or Professional Services Agreement Page 4 willful misconduct of the City, its elected and appointed officials, officers, employees, its agents or subcontractors arising out of the performance of this Contract. 10.3 The City agrees to protect, defend, indemnify, and hold harmless the Contractor from any and all claims, demands, losses, lines, liabilities, penalties, fines, lawsuits, and other proceedings and all judgments, awards, costs and expenses (including reasonable attorneys' fees and disbursements), resulting from Contractor's services under this Contract or arising out of Contractor's performance of this Contract where Contractor operates in good faith within the scope of this Contract, is not negligent and does not engage in willful misconduct. 10.4 The terms of this Section shall survive any expiration or termination of this Contract. 10.5 Nothing contained in this Section or this Contract shall be construed to create liability or a right of indemnification in any third party. Section 11. Changes 11.1 This City may, at any time by written notice thereof to Contractor, make changes in the Services within the general scope of this Contract (including, but not limited to, additions to or deletions from any Services, suspension of performance and changes and location of performance). 11.2 If any change under paragraph 12.2 causes a significant increase or decrease in the cost of the time required for performance of the Services, an equitable adjustment in the compensation and schedules under this Contract shall be negotiated to reflect such increase or decrease, and this Contract shall be modified in writing accordingly, Such equitable adjustment shall constitute full compensation to Contactor for such change. If any change under paragraph 12.1 results in a decrease in the Services to be performed, loss of anticipated profit shall not reduce the decrease in the Services to be performed, Contractor shall not be entitled to anticipated profit on Services not performed and the loss of anticipated profit shall not reduce the decrease in compensation under this Contract resulting from such exchange. Further, Contractor shall not be entitle to any reallocation of cost, profit or overhead. 11.3 Notwithstanding any dispute or delay in arriving at a mutually acceptable equitable adjustment under paragraph 12.2, Contractor shall immediately proceed with performance of the Services as changed pursuant to paragraph 12.1. If Contractor intends to assert a claim for equitable adjustment under paragraph 12.2, Contractor must, within thirty (30) days after Contractor's receipt of any notice under paragraph 12.1 that does not set forth an acceptable adjustment, submit to the City a written statement of the basis and nature of the adjustment claimed. Contractor shall not be entitled to any adjustment unless such written statement is submitted by Contractor to the City within the applicable period. Section 12. Termination 12.1 The City may, by giving the Contractor thirty (30) calendar days written notice of termination, terminate this Contract as to all or any portion of the Services not then performed, whether or not Contractor is in breach or default, and with or without cause. Upon receipt of any such notice of termination, Contractor shall, except as otherwise Professional Services Agreement Page 5 directed by the City, immediately stop performance of the Services to the extent specified in such notice. Contractor shall have the same termination rights as the City in Section 13. 12.2 In the event of termination pursuant to paragraph 13.1, an equitable adjustment shall be made in the compensation payable to Contractor under this Contract, provided that such compensation as adjusted shall in no event exceed a percentage of the total compensation otherwise payable under this Contract equal to the percentage of the Services satisfactorily completed at the time of termination. Further, Contractor shall not be entitled to any reallocation of cost, profit or overhead. Contractor shall not in any event be entitled to anticipated profit on Services not performed on account of such termination. Contractor shall use his best efforts to minimize the compensation payable under this Contract in the event of such termination. 12.3 If the City purports to terminate or cancel all or any part of this Contract for Contractor's breach or default when Contractor is not in breach or default which would permit such termination or cancellations, such termination or cancellation shall be deemed to have been a termination by the City pursuant to paragraph 13.1 and the rights and the parties shall be determined accordingly. Section 13. Miscellaneous 13.1 Assignment. This Contract, or any interest herein, or claim hereunder, shall not be assigned or transferred in whole or in part by Contractor to any other person or entity without the prior written consent of the City. In the event that such prior written consent to an assignment is granted, then the assignee shall assume all duties, obligations and liabilities of Contractor stated herein. 13.2 No Conflict of Interest. Contractor represents that she and/or her employees, if any, do not have any interest and shall not hereafter acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of this Contract. Contractor further covenants that she will not hire anyone or any entity having such a conflict of interest during the performance of this Contract. 13.3 No Insurance. It is understood that the City does not maintain liability insurance for Contractor and/or her employees. 13.4 Severabilty. If any portion of this Contract is changed per mutual agreement or any portion is held invalid, the remainder of the Contract shall remain in full force and effect. 13.5 Integration. This written document constitutes the entire agreement between the City and Contractor. There are no other oral or written Contracts between the parties as to the subject covered herein. No charges or additions to this Contract shall be valid or binding upon either party unless such change or addition be in writing and executed by both parties. Professional Services Agreement Page 6 13.6 Notices. Unless stated otherwise herein, all notices and demands shall be in writing and sent or hand delivered to the parties to their addresses as follows: TO CITY: City Manager City of Yakima City Hall — First Floor 129 North Second Street Yakima, WA 98901 AND TO: TO CONTRACTOR: Constance Crosby 1250 S. Puget Dr. H315 Renton, WA 98055 Chief of Police Yakima Police Department City of Yakima 200 South Third Street Yakima, WA 98901 or to such other addresses as the parties may hereafter designate in writing. Notices and/or demands shall be sent by registered or certified mail, postage prepaid, or hand delivered. Such notices shall be deemed effective when hand delivered at the addresses specified above, or three (3) days after the date of mailing to the addresses specified above. 13.7 Governing Law, This Contract shall be governed by and construed in accordance with the law of the State of Washington. 13.8 Venue. The venue for any action to enforce or interpret this Contract shall lie in the Superior Court of Washington for Yakima County, Washington. IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by their respective authorized officers or representatives as of the day and year first above written. CITY FYAKI A Robert Harrison City Manager Contract Number:��w Resolution Number: Professional Services Agreement Page 7 Constance Crosby STATE OF WASHINGTON ) ss. COUNTY OF YAKIMA I certify that I know or have satisfactory evidence that Robert Harrison is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument, and acknowledged it as the CITY MANAGER of the CITY OF YAKIMA, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: Seal or Stamp NOTARY 107265 STATE OF WASHINGTON COUNTY OF YAKIMA It tit (Signature Printed Narhe My commission expires: ) ss. I certify that I know or have satisfactory evidence that Constance Crosby is the person who appeared before me, and said person acknowledged that she signed this instrument, on oath stated that she was authorized to execute the instrument, and acknowledged to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: Seal or Stamp My commission expires:, Professional Services Agreement Page 8 2013