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HomeMy WebLinkAboutGMP Consultants - Consultant Agreement G M P CONSULTANTS August 8, 2024 Ms. Victoria Baker City Manager City of Yakima 129 North Second Street Yakima, WA 98901 Dear Ms. Baker: Thank you for the opportunity to provide a Consultant for the City of Yakima. Below is GMP Consultants ("GMP") agreement for providing consulting services. Term. The initial term of this Agreement will begin August 8, 2024 through September 30, 2024. The Agreement may be renewed up to two times for additional one-month periods upon written agreement of the parties. GMP Consultant. GMP shall assign Dave Zabel!, to serve in an independent contractor role as a Consultant to the City. The Consultant shall perform duties as assigned by the City. Such duties shall generally include, but are not limited to, providing advice and education to the new city manager, coordinating the transition of the new city manager into her new role, and outlining strategies and current topics of interest of the city council to the new city manager. The City shall have the right to direct GMP to replace the Consultant at any time. Employer Duties of the GMP Company. GMP represents that the Consultant is qualified to act as the Consultant during the term of this contract and that he has the requisite skills and talents to perform the duties as assigned. GMP shall (1) pay all wages and other remuneration to its employee who is provided as the Consultant under this Agreement, (2) prepare and file all payroll tax returns and reports, (3) pay all amounts due and owing pursuant to the payroll tax returns and reports(5)prepare,file,and furnish to the employee applicable GMP employee tax forms, and (6) prepare and file, with a copy to City, applicable employer tax forms. Duties of City. When applicable, the City shall provide a work place for the Consultant, maintain the work place in accordance with applicable health and working standards, notify the GMP immediately of all employee injuries and provide reimbursement to the Consultant for costs incurred as a result of performing City business such as mileage, travel expenses and other similar costs at the normal City rates and in accordance with City's cost reimbursement policies applicable to City employees.The Consultant shall be reimbursed for work-related travel expenses at the IRS mileage rate. 206 714 9499 • 7041 Cascade Ave SE Snoqualmie, WA 98065 • greg@gmphr.com Fees & Expenses.The hourly rate for the Consultant assigned under this Agreement is$150.00 for each hour worked by the Consultant. GMP will submit invoices to the City every two weeks, and payment is due within thirty(30)days of receipt. The City is also responsible for any client-required licenses, fees or taxes. The total amount billed for the initial term shall not exceed $25,000 or $6000 for additional one month terms. Indemnification. GMP shall indemnify, defend, and hold harmless City from any and all claims arising out of or related to required payroll deductions and withholdings, legally required workers' compensation insurance, and other employee benefits. Specifically, and without limitation, GMP shall indemnify, defend and hold City harmless from and against any claim by the Consultant (or other GMP employee) for Agency vacation, sick leave, health, retirement or other Agency benefits resulting from Consultant's performance of work under this Agreement. City releases and agrees to indemnify, defend, and hold harmless GMP, the employees of GMP, and personnel, directors, and officers of GMP from any and claims arising out of or related to the Work performed by the Consultant(or other GMP employee)within the scope of this Agreement.GMP releases and agrees to indemnify, defend, and hold harmless City, its officers, employees and Consultants, from any and claims arising out of or related to the acts or omissions of the Consultant or other GMP employee that are outside of or unrelated to the work under this Agreement. If City is notified or becomes aware of any alleged improper or illegal activities by the GMP employee, City shall notify GMP immediately.This indemnification provision shall not preclude a claim by or coverage for the City under a Professional Errors and Omissions Insurance Policy. Insurance. GMP shall comply with the following conditions and procure and keep in force at all times during the term of this Agreement, at GMP's expense, the following policies of insurance with companies authorized to do business in the State of Washington. 1. Commercial General Liability Insurance on an occurrence basis in an amount not less than $2,000,000 per occurrence and at least $2,000,000 in the annual aggregate, including but not limited to: premises/operations (including off-site operations), blanket contractual liability and broad form property damage. 2. Professional Errors and Omissions Insurance in an amount not less than $1,000,000 per occurrence and $1,000,000 in the annual aggregate. Independent Contractor. GMP is an independent contractor responsible for complying with all obligations of an employer imposed under federal or state law. Personnel employed by GMP, including the Consultant, shall not acquire any rights, benefits or status regarding the City. Conflict of Interest. The Consultant shall not have any conflicts of interest with the City of Yakima, nor enter into any other business relationship which would create a conflict of interest. Confidentiality. Consultant and GMP agree that they shall treat as confidential, and not disclose to any third party, any information provided to it by the City of Yakima or any of its employees, attorneys, or agents, that is marked "Confidential" or that reasonably should be known to be confidential,including any documents subject to the attorney-client privilege of the City of Yakima, Page 12 • except to the extent expressly permitted or required under applicable laws and regulations. Consultant and GMP agree to maintain the confidentiality of all data, information,files and records related to the services provided herein, subject to state and federal laws. Termination. Either party may terminate this agreement upon five (5) days written notice to the other party. Notices. Notices required under this Agreement shall be sent to the following addresses certified and regular mail, and electronic mail: City of Yakima GMP Consultants Victoria Baker Greg Prothman City Manager President 129 N. 2nd Street 7401 Cascade Ave SE Yakima, WA 98901 Snoqualmie, WA 98065 vicki.baker@yakimawa.gov greg@gmphr.com Integration and No Presumption of Draftmanship. This Agreement constitutes the entire agreement between the Parties, and both parties acknowledge that there are no other agreements, oral or otherwise, that have not been fully set forth in the text of this Agreement. In addition,the Parties acknowledge that they have negotiated the Agreement terms and thus there shall be no presumption of draftsmanship in any dispute regarding the meaning or intent of any provision. Modification. This Agreement can be modified or amended only with the written consent of both parties. Venue and Jurisdiction. This agreement shall be governed and construed under the laws of the state of Washington. Any action filed under this Agreement shall be in the state and federal courts located in Yakima, Washington. Severability. If any provision of this Agreement shall be adjudged void, such adjudication shall not affect the validity or obligation of performance of any other provision. Accepted by: City of Yakima " GMP Consultants Victoria Digitally signed by 654o130e-8fbf-4 Victoria Baker \, cryr+�efa-8f74-6c954e Baker Date: 13728?07'00'3 8/13/24 Ob77a3 8/13/24 Victoria Baker date Greg Prothman date City Manager President CITY CONTRACT NO: &1-1' P4 3 RESOLUTION NO: Ni I A Page 13