HomeMy WebLinkAboutR-2004-004 LeMaster & Daniels PLLC AgreementRESOLUTION NO. R-2004- 04
A RESOLUTION authorizing the City Manager of the City of Yakima to execute a
consulting services agreement with LeMaster & Daniels PLLC to assist
with a Strategic Planning/Visioning Workshop for City Council in early
2004.
WHEREAS, the City Council of the City of Yakima desires to hold a Strategic
Planning/Visioning Workshop in early 2004 to review a number of matters; and
WHEREAS, Martin Howell, a senior consultant with LeMaster & Daniels PLLC, is
recommended as a professional to assist with said workshop, including improving
communication among City Council members; and
WHEREAS, Mr. Howell is willing to help conduct said workshop for City Council in
accordance with the terms and conditions of the attached consulting services agreement; and
WHEREAS, the City Council deems it to be in the best interest of the City of Yakima to
authorize execution of the attached agreement with LeMaster & Daniels, now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
The City Manager is directed and authorized to execute the attached Public Sector
Service Contract with LeMaster & Daniels PLLC to assist with a Strategic Planning/Visioning
Workshop for City Council in early 2004.
ADOPTED BY THE CITY COUNCIL this 6th day of January, 2004.
Mayor
ATTEST:
Karen S. Roberts, City Clerk
C:\Documents and Settings\kroberts\Local Settings\Temporary Internet Files\OLK2\Res re LeMaster Daniels contract.doc
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LE MAS" I'ER&
DANIELS PLLC
CLIENT SERVICE CONTRACT
This Agreement (hereinafter "Agreement") is made by between the City of Yakima, Washington
(hereinafter "Client"), and LeMaster & Daniels PLLC, Certified Public Accountants (hereinafter
"L&D").
1. SCOPE OF SERVICES
L&D shall provide the City with the services as set forth on Schedule A (a copy of which
is attached and incorporated herein) under the terms and conditions hereinafter set forth. It is
understood that L&D's responsibility for such services will encompass only periods covered by
this Agreement and will not extend to any subsequent periods for which L&D is not engaged in
this capacity. Additional services that Client may request will be subject to separate
arrangements as provided in section 3.
2. COMPENSATION
a. Fee for Services. The total fee for all services provided under this Agreement shall
not exceed Five Thousand Five Hundred Dollars ($5,500.00). This fee includes services
described in Exhibit A and all clerical support necessary for the performance of such services.
b. Payment of Compensation. L&D shall provide the Client with an mvoice/billing no
later than thirty (30) calendar days after each calendar month in which services are provided.
The Client shall make payment to L&D within thirty (30) calendar days upon receipt of each
invoice/billing. All payments are expressly conditioned upon L&D providing services that are
satisfactory to the Client.
c. Additional Work. The Client's City Manager may request additional services and
work. In such event, the scope of and payment for such additional work and/or services will be
negotiated and agreed to by all parties in the form of a contract amendment prior to
implementation.
d. Unpaid Balances. L&D reserves the right to discontinue services at any time for
nonpayment of fees.
3. TERM
This Agreement shall be retroactive to December 1, 2003, and shall terminate at
midnight, February 15, 2004, unless extended by written agreement of the parties; provided,
Client Service Contract Page 1
however, that either party may termmate the Agreement at any time with or without cause by
giving the other party ten (10) days' prior written notice.
4. OPTIONS FOR EXTENSIONS
Should it be determined there is still need for ongoing support and technical assistance,
the Client's City Manager shall have the option, at his discretion, to extend this Agreement by
mutual agreement in writing under the same terms and conditions contained herein.
5. WARRANTY
This Agreement shall be conducted and performed in accordance with certain
professional criteria of the American Institute of Certified Public Accountants as more fully
described on Schedule A attached hereto and made part of this Agreement, and it is expressly
agreed that such warranty is in lieu of all other warranties either expressed or implied.
6. TAXES AND ASSESSMENTS
L&D shall be solely responsible for compensating its employees and for paying all related
taxes, deductions, and assessments, including but not limited to federal income tax, FICA, social
security tax, assessments for unemployment and industrial injury, and other deductions from
income which may be required by law or assessed against either party as a result of this
Agreement. In the event the Client is assessed a tax or assessment as a result of this Agreement,
L&D shall pay the same before it becomes due.
7. COMPLIANCE WITH LAW
L&D agrees to perform all work/services under and pursuant to this Agreement in full
compliance with any and all applicable laws, rules, and regulations adopted or promulgated by
any governmental agency or regulatory body, hether federal, state, local, or otherwise.
8. NONDISCRIMINATION
During the performance of this Agreement, L&D shall not discriminate on the basis of
race, age, color, sex, religion, national origin, creed, marital status, political affiliation, or the
presence of any sensory, mental or physical handicap. 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 fortes of compensation, selection for training, and the
provision of services under this Agreement.
9. INDEMNIFICATION
a. L&D agrees to protect, defend, indemnify, exonerate, and hold harmless the Client, its
agents, elected officials, officers, and employees from any and all claims, demands, losses, liens,
liabilities, penalties, fines, lawsuits, and other proceedings and all judgments, awards, costs and
Client Service Contract Page 2
expenses (including attorneys' fees and disbursements) resulting from L&D's performance
and/or nonperformance of this Agreement.
b. Nothing contained in this Section or this Agreement shall be construed to create a
liability or a right of indemnification in any third party.
c. This Section of the Agreement shall survive the term or expiration of this Agreement
and shall be binding on the parties to this Contract.
10. INSURANCE
a. Commercial Liability Insurance. Before this Agreement is fully executed by the
parties, L&D shall provide Client with a certificate of insurance as proof of commercial liability
insurance with a minimum liability limit of One Million Dollars ($1,000,000.00) combined with
single limit bodily injury and property damage. The certificate shall clearly state who the
provider is, the coverage amount, the policy number, and when the policy and provisions
provided are in effect. Said policy shall be in effect for the duration of this Agreement. The
policy shall name Client, its officers, elected officials, agents, and employees as additional
insureds, and shall contain a clause that the insurer will not cancel or change the insurance
without first giving Client thirty (30) calendar days' prior written notice. The insurance shall be
with an insurance company or companies rated A -VII or higher in Best's Guide and admitted in
the State of Washington.
b. Professional Liability Insurance. Before this Agreement is fully executed by the
parties, L&D shall provide Client with a certificate of insurance as evidence of Professional
Errors and Omissions Liability Insurance with coverage of at least One Million Dollars
($1,000,000.00) per occurrence and an annual aggregate limit of at least One Million Dollars
($1,000,000.00). The certificate shall clearly state who the provider is, the amount of coverage,
the policy number, and when the policy and provisions provided are in effect. The insurance
shall be with an insurance company rated A -VII or higher in Best's Guide. If the policy is on a
claims made basis, the retroactive date of the insurance policy shall be on or before the inception
date of this Agreement or shall provide full prior acts. The insurance coverage shall remain in
effect during the term of this Agreement and for a minimum of three (3) years following the
termination of this Agreement.
c. No Insurance provided by Client. It is understood the Client does not maintain
liability insurance for L&D and/or its employees, agents, officers, and subcontractors.
11. DELEGATION OF PROFESSIONAL SERVICES
The services provided for herein shall be performed by L&D, and no person other than
regular associates or employees of L&D shall be engaged upon such work or services except
upon written approval of the Client.
Client Service Contract Page 3
12. ASSIGNMENT
This Agreement, or any interest herein, or claim hereunder, shall not be assigned or
transferred in whole or in part by L&D to any other person or entity without the prior written
consent of the Client.
13 NON -WAIVER
The waiver by either the Client or L&D of the breach of any provision of this Agreement
by the other party shall not operate and/or be construed as a wavier of any subsequent breach by
either party or prevent either party thereafter enforcing such provision.
14. SEVERABILITY
a. If a court of competent jurisdiction holds any part, term or provision of this
Agreement to be illegal or invalid in whole or in part, the validity of the remaining provisions
shall not be affected, and the parties' rights and obligations shall be construed and enforced as if
the Agreement did not contain the particular provision held to be invalid.
b. If any provision of this Agreement is in direct conflict with any statutory provision of
the State of Washington, that provision which may conflict shall be deemed inoperative and null
and void insofar as it may conflict and shall be deemed modified to conform to such statutory
provision.
c. Should the Client determine that the severed portions substantially alter this
Agreement so that the original intent and purpose of the Agreement no longer exists, the Client
may, in its sole discretion, terminate this Agreement.
15. NOTICES
Unless stated otherwise herein, all notices and demands shall be in writing and sent to the
parties to their addresses as follows:
TO CITY:
TO L&D:
Dick Zais
City Manager
129 North Second Street
Yakima, WA 98901
Martin Howell
LeMaster & Daniels PLLC
610 North 39th Avenue
Yakima, WA 98902
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 mailed or hand delivered at the addresses specified
above.
Client Service Contract Page 4
16. DRAFTING OF AGREEMENT
Both the Client and L&D have participated in the drafting of this Agreement. As such, it
is agreed by the parties that the general contract rule of law that ambiguities in the contract
language shall be construed against the drafter of a contract shall have no application to any legal
proceeding, arbitration and/or action in which this Agreement and its terms and conditions are
being interpreted and/or enforced.
17. INTEGRATION
This written document constitutes the entire agreement between the Client and L&D.
There are no other oral or written Agreements between the parties as to the subjects covered
herein. No changes or additions to this Agreement shall be valid or binding upon either party
unless such change or addition be in writing and executed by both parties.
18. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the
State of Washington.
Client Service Contract Page 5
19. VENUE
The venue for any action to enforce or interpret this Agreement shall he in the Superior
Court of Washington for Yakima County, Washington.
IN WITNESS WHEREOF, the parties have signed this Agreement on the dates indicated
below.
LeMASTER & DANIELS PLLC
By:
Ralph A. Conner, CPA
Member of the Firm
Date: !Z -/d %.?
CITY OF YAKIlVIA
By:
R. A. Zais, Jr.
City Manager
ATTEST:
v�-
City Clerk
Date:
1 -ray
City Contract No. 2004-04
Resolution No. R-2004-04
Client Service Contract Page 6
EXHIBIT A
SCOPE OF SERVICES:
Yakima City Council has undergone a significant change with the addition of four new
council members coming on in January 2004. Martin Howell, MSW, Sr. Consultant with
LeMaster and Daniels, will provide consulting services to assist this Council to be
productive and work in a team like fashion.
The goal of providing these services includes: an expectation of a higher level of
workability in this group before the spring of 2004; that new Council member are better
connected to all the resources necessary to do their jobs; and a higher level of collegiality
and a greater capacity to disagree as adults who are working toward solutions that are
best for the City of Yakima.
The consulting services shall include the following:
A short research phase during January and February that will
peiniit the consultant to understand the structure, duties and tasks
of the Council. This task will require approximately one day to
complete at a budgeted cost of $800.
Consultant shall meet individually or in small groups with Council
members as well as the key leadership of the City to ensure a
focused direction to our work and an agreed upon modus operandi
for the Council. This task will take approximately one to one and
half days to accomplish at a budgeted cost of $800.
Consultant shall prepare an agenda for a City Council retreat. The
retreat agenda shall be subject to the approval of the Council
members. Preparation of the agenda (including consultation with
Council members) should require approximately one to one and
half days to complete at a budgeted amount of $800.
Consultant shall prepare all necessary written materials for use
during the retreat. Material preparation should take approximately
one half day to do at a budgeted cost of $750.
Conduct one day City Council retreat at a budgeted cost of $1,400.
Consultant shall provide follow up to the retreat to the Council
members in teens of particular training issues on as needed basis.
It is anticipated that follow up will require approximately two
hours at a budgeted cost of $300.
Consultant shall prepare and provide a notebook of resources for
each Council member based upon the work of the retreat and the
follow up. This document is intended to provide each Council
member with a network of needed resources to carry out their
identified duties and tasks. Approximately one half day shall be
necessary to prepare the resource notebooks at a budgeted cost of
$650.
The total cost of the above described services shall not exceed $5,500.
BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT
Item No. *1
For Meeting of January 6, 2004
ITEM TITLE: A resolution authorizing execution of a consulting services contract
with LeMaster & Daniels PLLC to assist with a Strategic
Planning/Visioning Workshop for City Council in early 2004.
SUBMITTED BY: Dick Zais, City Manager
CONTACT PERSON/TELEPHONE: Dick Zais, City Manager (575-6040)
SUMMARY EXPLANATION: The City Council of the City of Yakima desires to hold
a Strategic Planning/Visioning Workshop in early 2004 to review a number of
matters. Martin Howell, a senior consultant with LeMaster & Daniels PLLC, is
recommended as a professional to assist with the preparation for and conducting of
said workshop. Accordingly, attached hereto for City Council consideration is
consulting services agreement with LeMaster & Daniels PLLC to provide for such
services.
Resolution X Ordinance Other (Specify)
Contract X Mail to (name and address):
Phone:
Funding Source
APPROVED FOR SUBMITTAL:
Manager
STAFF RECOMMENDATION: Adopt resolution authorizing execution of agreement
BOARD/COMMISSION RECOMMENDATION:
COUNCIL ACTION: Resol ut 1 on adopted . RESOLUT
ION R-2004-04