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.
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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
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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
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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.
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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
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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
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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.
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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/
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