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HomeMy WebLinkAboutMagallan Consultancy, Inc. - GFI Consultant AgreementCONSULTANT AGREEMENT THIS CONSULTANT AGREEMENT (hereinafter "Agreement") is made and entered into by and between the City of Yakima, a Washington State municipal corporation located at 129 N. 2nd Street, Yakima, WA 98901 (hereinafter "City") and MagaIlan Consultancy, LLC, a limited liability corporation, located at 10408 W. Willow Way, Pasco, WA 99301 (hereinafter "Consultant"). I. RECITALS A. City is a municipal corporation of the State of Washington. B. Consultant is a limited liability corporation duly formed, currently registered and existing under the laws of the State of Washington. C. City desires to obtain historical information related to the Yakima County Gang Commission and the Yakima Gang Free Initiative (GFI). D. Consultant has the experience and ability to provide information to accomplish such purposes. E. The parties desire to enter into a Professional Services Agreement for the provision of such services pursuant to the terms and conditions set forth herein and below. II. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants, conditions, promises, and agreements set forth herein, it is agreed by and between the City and the Consultant as follows: 1. Term of Agreement. The term of this agreement shall begin upon execution by both parties and shall terminate upon either the completion of all services required hereunder by the CONTRACTOR or on October 16, 2017, whichever first occurs. 2. Consideration. As consideration for the services performed under this Agreement, the CITY agrees to compensate the CONTRACTOR in accord with the following terms: A. In consideration of the CONTRACTOR'S performance in accordance with the contract Scope of Work (attached as Exhibit 1 and incorporated herein by this reference) and terms the CITY will pay CONTRACTOR One Hundred Twenty -Five Dollars ($125) per hour up to a maximum amount not to exceed Two Thousand Dollars ($2,000.00). 1. The amount shall be paid upon satisfactory performance on the contract. Page 1 of 8 • B. The CONTRACTOR shall invoice the CITY for services the CONTRACTOR provides. Invoices shall be sent to: City of Yakima, attn. CaIly Price, 129 N. 2nd Street, Yakima, WA 98901. CITY will reimburse the CONTRACTOR within fifteen (15) days of receipt of a valid invoice for the amount of payment due. CITY shall return any invalid or incomplete invoice to the CONTRACTOR within fifteen (15) days after CITY receives the invoice. An explanation will accompany the invoice that states the reason for return and any information needed to correct the invoice. Final invoices for services provided under this agreement shall be submitted by the CONTRACTOR no later than ninety (90) days following the termination of the agreement. 3. Independent Contractor. A. No agency, employment, joint venture or partnership has been or will be created between the parties hereto pursuant to the terms and conditions of this agreement. Inasmuch as CITY is interested in the CONTRACTOR'S end product, CITY does not control the manner in which the CONTRACTOR performs this agreement. CITY is not liable for workers' compensation or unemployment compensation payments required by the State of Washington. In addition, the CONTRACTOR assumes responsibility for tax liabilities that result from compensation paid to the CONTRACTOR by CITY. CITY will report any payment made under this agreement to the Internal Revenue Service on Form 1099. B. No provision contained in this agreement shall be construed as entitling the CONTRACTOR to participate in hospital plans, medical plans, sick leave benefits, vacation, and other benefits available to employees of CITY. C. CONTRACTOR certifies that all approvals, licenses, registrations or other qualifications necessary to conduct business in Washington State have been obtained and are operative. If at any time during the agreement period the CONTRACTOR becomes disqualified from conducting business in Washington State, for whatever reason, the CONTRACTOR shall immediately notify CITY in writing of the disqualification. D. CONTRACTOR shall neither perform work nor submit an invoice for payment for work performed under this agreement for any time period after the termination date set forth in Section 2 above. CONTRACTOR shall furnish its own support staff and services as necessary for the satisfactory performance of the work described in Section 1 above. 4. Hold Harmless. A. CONTRACTOR agrees to protect, defend, indemnify, and hold harmless the CITY, its elected officials, officers, employees, agents, and volunteers Page 2 of 8 from any and all claims, demands, losses, liens, liabilities, penalties, fines, lawsuits, and other proceedings and all judgments, awards, costs and expenses (including reasonably attorneys' fees and disbursements) resulting from death or bodily injury to any person or damage or destruction to a third party or third parties to the extent caused by any negligent act and/or omission of CONTRACTOR, its officers, employees, agents, volunteers and/or subcontractors, arising out of the performance of this agreement. B. CITY agrees to protect, defend, indemnify, and hold harmless the CONTRACTOR, its officers, employees, agents, and volunteers from any and all claims, demands, losses, liens, liabilities, penalties, fines, lawsuits, and other proceedings and al4 judgments, awards, costs and expenses (including reasonable attorneys' fees and disbursements) resulting from death or bodily injury to any person or damage or destruction to a third party or third parties to the extent caused solely by any negligent act and/or omission of CITY, its officers, employees, agents, volunteers and/or subcontractors, arising out of the performance of this agreement. 5. Insurance. At all times during performance of the Services, CONTRACTOR shall secure and maintain in effect insurance to protect the CITY and CONTRACTOR from and against all claims, damages, losses, and expenses arising out of or resulting from the performance of this Agreement. CONTRACTOR shall provide and maintain in force insurance in limits no less than that stated below, as applicable. The CITY reserves the right to require higher limits should it deem it necessary in the best interest of the public. (A) Commercial General Liability Insurance. Before this Agreement is fully executed by the parties, CONTRACTOR shall provide the CITY with a certificate of insurance as proof of liability insurance and umbrella liability insurance with a total minimum liability limit of Two Million Dollars ($2,000,000.00) per occurrence combined single limit bodily injury and property damage, and Two Million Dollars ($2,000,000.00) general aggregate (per event). 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 the CITY, its elected officials, officers, agents, employees, and volunteers as additional insureds, and shall contain a clause that the insured will not cancel or change the insurance without first giving the City 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) Automobile Liability Insurance. If CONTRACTOR owns any vehicles, before this agreement is fully executed by the parties, CONTRACTOR shall provide the CITY with a certificate of insurance as proof of automobile liability insurance and umbrella liability insurance with a total minimum liability limit of Page 3 of 8 Two Million Dollars ($2,000,000.00) per occurrence combined single limit bodily injury and property damage. Automobile liability will apply to "Any Auto" and be shown on the certificate. ii. If CONTRACTOR does not own any vehicles, only "Non -owned and Hired Automobile Liability" will be required and may be added to the liability coverage at the same limits as required in that section of this agreement, which is Section 5(A) entitled "Commercial General Liability Insurance". (C) Professional Liability Coverage. Before this agreement is fully executed by the parties, CONTRACTOR shall provide the CITY with a certificate of insurance as proof of professional liability coverage with a total minimum liability limit of Two Million Dollars ($2,000,000.00) per claim combined single limit bodily injury and property damage, and Two Million Dollars ($2,000,000.00) aggregate. 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 the CITY, its elected officials, officers, agents, employees, and volunteers as additional insureds and shall contain a clause that the insurer will not cancel or change the insurance without first giving the CITY 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. If the policy is written on a claims made basis the coverage will continue in force for an additional two years after the completion of this agreement. 6. Conflict of interest and Ethics Laws. A. CONTRACTOR hereby covenants that neither the CONTRACTOR nor any officer, member or employee of the CONTRACTOR has interest, personal or otherwise, direct or indirect, which is incompatible or in conflict with or would compromise in any manner or degree with the discharge and fulfillment of his or her functions and responsibility under this agreement. B. Neither the CONTRACTOR nor any officer, member or employee of the CONTRACTOR shall, prior to the completion of such work and payment for such work, acquire any interest, personal or otherwise, direct or indirect, which is incompatible or in conflict with or would compromise in any manner or degree with the discharge and fulfillment of his or her functions and responsibilities with respect to the carrying out of such work. C. CONTRACTOR shall not promise or give to any CITY employee anything of value that is of such character as to manifest a substantial and improper influence upon the employee with respect to his or her duties. The CONTRACTOR shall not solicit a CITY employee to violate any CITY rule or policy relating to the conduct of contracting parties. Page 4 of 8 7. Non -Discrimination. During the performance of this Agreement, CONTRACTOR shall not discriminate in violation of any applicable federal, state and/or local law or regulation on the basis of race, 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. 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 Agreement. 8. Compliance With Law. CONTRACTOR agrees to perform all 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, whether federal, state, local, or otherwise. 9. No Conflict of Interest. CONTRACTOR represents that he/she and/or his/her employees 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 Agreement. 10. Records, documents, and Information. All records, documents, writings or other information produced or used by the CONTRACTOR in the performance of this agreement shall be treated according to the following terms: A. The CITY is required by law to comply with the Washington State Public Records Act (PRA). All determinations of records subject to release under the PRA, or otherwise required by law, shall be at the sole discretion of the CITY. B. Alf CITY information which, under the laws of the State of Washington, is classified as public or private will be treated as such by the CONTRACTOR. Where there is a question as to whether information is public or private, CITY shall make the final determination. CONTRACTOR shall not use any information, systems, or records made available to it for any purpose other than to fulfill the scope of duties specified herein. The CONTRACTOR agrees to be bound by the same standards of confidentiality that apply to the employees of the CITY and the State of Washington. The terms of this section shall be included in any subcontracts executed by the CONTRACTOR for work under this agreement. C. All proprietary information of the CONTRACTOR shall be held to be strictly confidential by CITY. Proprietary information is information which, if made public, would put the CONTRACTOR at a disadvantage in the market place and trade of which the CONTRACTOR is a part. The CONTRACTOR is responsible for notifying CITY of the nature of the information prior to its release to CITY. CITY Page 5 of 8 reserves the right to require reasonable evidence of the CONTRACTOR'S assertion of the proprietary nature of any information to be provided. D. All records relating to costs, work performed, and supporting documentation for invoices submitted to CITY by the CONTRACTOR shall be retained and made available by the CONTRACTOR for audit by the State of Washington (including but not limited to CITY, the Auditor of the State of Washington, the Inspector General or duly authorized law enforcement officials) and agencies of the United States government for a minimum of three years after payment for work performed under this agreement. If an audit, litigation, or other action is initiated during this time period, the CONTRACTOR shall retain such records until the action is concluded and all issues resolved or the three years end, whichever is later. 11. Rights in Deliverables, Data and Copyrights. The Deliverables provided by the CONTRACTOR under Section 1 and any item produced under this agreement, including any documents, data, photographs and negatives, electronic reports, records, software, source code, or other media, shall become the property of CITY which shall have an unrestricted right to reproduce, distribute, modify, maintain, and use the Deliverables. The CONTRACTOR shall not obtain copyright, patent, or other proprietary protection for the Deliverables. The CONTRACTOR shall not include in any Deliverable any copyrighted matter, unless the copyright owner gives prior written approval to use such copyrighted matter. 12. Termination. The CONTRACTOR or the CITY may terminate this agreement, with or without cause, by giving the other party at least ten (10) days advance written notice of termination. In the event of such termination, the CONTRACTOR shall be compensated for actual expenses incurred which cannot be reversed, up to the effective date of termination. In such event, CONTRACTOR shall provide CITY with invoices supporting and documenting such expenses. 13. Breach or Default. A. Differences between the CONTRACTOR and the CITY, arising under and by virtue of this agreement, shall be brought to the attention of the CITY at the earliest possible time in order that such matters may be settled or other appropriate action promptly taken. Any dispute relating to the quality or acceptability of performance and for compensation due the CONTRACTOR shall be decided by the City Manager or his representative or designee. All rulings, orders, instructions and decisions of the CITY'S representatives shall be final and conclusive, subject to the CONTRACTOR'S right to seek judicial relief pursuant to this Section. B. Upon breach or default by the CONTRACTOR of any of the provisions, obligations or duties embodied in this agreement, CITY may exercise all administrative, contractual, equitable or legal remedies available, without Page 6 of 8 limitation. The waiver of any occurrence of breach or default is not a waiver of subsequent occurrences, and CITY retains the right to exercise all remedies hereinabove mentioned. • If CITY or the CONTRACTOR fails to perform any obligation or obligations under this agreement and thereafter such failure is waived by the other party, such waiver shall be limited to the particular failure so waived and shall not be deemed to waive other failures hereunder. Waiver by CITY shall not be effective unless it is in writing and signed by the CITY'S agreement representative. 14. Amendments. This writing constitutes the entire agreement between the parties with respect to all matters herein. This agreement may be amended only by a writing. signed by both parties. However, it is agreed by the parties that any amendments to laws or regulations cited herein will result in the correlative modification of this agreement, without the necessity for executing written amendments. Any written amendments to this agreement shall be prospective in nature. When a new or different term or condition is added, additional consideration is not necessary to bind the parties. 15. Survival. Any provision of this agreement which imposes an obligation after termination or expiration of this agreement shall survive the term or expiration of this agreement and shall be binding on the parties to this agreement. 16. Notices. Unless stated otherwise herein, all notices and demands shall be in writing and sent or hand detirwered to the dies at the addresses as €o4 ows.. To City: To Contractor: Cliff Moore City Manager City of Yakima City Hall 129 North 2nd Street Yakima, WA 98901 Steve Magallan Magallan Consultancy 10408 W. Willow Way Pasco, WA 99301 or to such 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. Page 7 of 8 17. Governing Law. This agreement shall be governed by and construed in accordance with the laws of the State of Washington. 18. Venue. The venue for any action to enforce or interpret this agreement shall lie in a Court of competent jurisdiction in Yakima County, Washington. 19. Effective Date. This agreement shall be effective as and from the date signed by the last party to sign. CITY OF YAKIMA STEVE MAGALLAN By:% Cliff Mo e, City Manager Date: q l 7 ArrEST: Sonya ar Tee, City Clerk Date: 9-7 CITY CONTRACT NO. O/ Page 8 of