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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 L� 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