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HomeMy WebLinkAbout11/07/2017 10 Washington State Legislative and Administrative Advocacy Services Agreement with Susie Tracy and Tony SermontiBUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDASTATEMENT Item No. 10. For Meeting of: November 7, 2017 ITEM TITLE: Resolution authorizing an agreement with Susie Tracy (Northwest Advocates Political Consultants) and Tony Sermonti (Sermonti Government Relations and Public Affairs) for Washington State legislative and administrative advocacy services SUBMITTED BY: Randy Beehler, Communications & Public Affairs Director SUMMARY EXPLANATION: Given the impending termination of the City's agreement with Jim Justin Government Relations Consulting, Inc., at its October 12th study session, the City Council appointed an ad hoc committee consisting of Mayor Coffey, Assistant Mayor Mendez, and Councilmember Cousens to review materials from individuals and firms interested in representing the city during the 2018 legislative session, and make a recommendation to the full Council regarding which lobbyist(s) the City should consider entering into a professional services agreement. The Council ad hoc committee and City staff met on October 18th to review information provided by seven lobbyists and/or lobbying firms that had expressed interest in representing the City in Olympia. The Council ad hoc committee recommends to the full Council that the City enter into professional services agreements with the team of Susie Tracy and Tony Sermonti for a period not to exceed nine months for the purpose of representing the City to the state legislature, governor's office, state administrative agencies, etc., and that the City initiate a Request for Proposal or other more formal process in mid -2018 to select a lobbyist(s) or lobbying firm to represent the City on a longer-term basis in Olympia. ITEM BUDGETED: Yes STRATEGIC PRIORITY: Partnership Development APPROVED FOR SUBMITTAL: City Manager STAFF RECOMMENDATION: OAF Adopt resolution BOARD/COMMITTEE RECOMMENDATION: Adopt resolution ATTACHMENTS: Description Upload Date Type Memorandum regarding Oympia Lobbyist 111212017 Cowr Memo Recommendation D resoution 11/212017 Cceer Memo D Tracy agreement 111212017 Cowr Memo D Sermonti agreement 111212017 Ca Memo D Susie Tracy Resume 10/2512017 Cmer Memo D Tony Sermonti Resume 10/25/2017 Cowr Memo To: City Manager Cliff Moore From: Communications & Public Affairs Director Randy Beehler Subject: Olympia Lobbyist Recommendation Date: Monday, October 30th, 2017 Cliff, Given the impending termination of the City's contract with Jim Justin Government Relations Consulting, Inc., research was conducted by City staff regarding potential new lobbyist representation for the City in Olympia. Several lobbyists and/or lobbying firms interested in representing the City in Olympia were contacted by City staff. At its October 12th study session, the City Council appointed an ad hoc committee consisting of Mayor Coffey, Assistant Mayor Mendez, and Councilmember Cousens to meet with City staff and make a recommendation to the full Council regarding which lobbyist(s) the City should consider entering into a contract with. The Council ad hoc committee and City staff met on October 18th to review information provided by seven lobbyists and/or lobbying firms that had expressed interest in representing the City in Olympia. Because the 2018 session of the Washington State Legislature will begin in about two -and -a -half months, entering into a contractual agreement with a lobbyist(s) or lobbying firm to represent the City in Olympia needs to be completed expeditiously. Under normal circumstances, a Request for Proposal ("RFP") or other more formal process would likely be followed in selecting a professional services provider like an Olympia lobbyist. However, since time is of the essence, City staff suggested to the Council ad hoc committee that a recommendation be made to the full Council for the City to enter into an agreement with a preferred lobbyist(s) or lobbying firm on a short-term basis (eight or nine months, for example) and for a more extensive, formal process to be undertaken in mid -2018 to select a lobbyist(s) or lobbying firm to represent the City in Olympia on a longer-term basis. As a result of its October 18th, the Council ad hoc committee makes the following recommendation to the full Council: Council Ad Hoc Committee Recommendation - The City enter into an agreement with the team of Susie Tracy (Northwest Advocates Political Consultants) and Tony Sermonti (Sermonti Government Relations and Public Affairs) for a period not to exceed nine months for the purpose of representing the City to the state legislature, governor's office, state administrative agencies, etc. Under the agreements, each lobbyist will be paid $2,500 per month. - The City initiate a Request for Proposal or other more formal process in mid -2018 to select a lobbyist(s) or lobbying firm to represent the City on a longer-term basis in Olympia. Susie Tracy has been a lobbyist in Olympia for more than 35 years. She has represented a wide variety of clients and has a broad range of experience with multiple issues that have come before the state legislature, state agencies, etc. Ms. Tracy is the owner of Northwest Advocates Political Consultants. Tony Sermonti has worked as a Washington State Senate Communications Advisor, an Associate Advance Press Lead at the White House, and as the Washington State Department of Licensing's Policy and Legislative Director. Mr. Sermonti is the owner of Sermonti Government Relations -Public Affairs. Ms. Tracy and Mr. Sermonti have proposed representing the City in Olympia as a team. The City's current working relationship with Jim Justin and Jennifer Ziegler (through a contract with Jim Justin Government Relations Consulting, Inc.) has proven successful. Continuing a similar relationship with Ms. Tracy and Mr. Sermonti working as a team was a factor in the Council ad hoc committee's recommendation to the full Council. Attached are resumes for Ms. Tracy and Mr. Sermonti. Following are brief summaries of information provided by Ms. Tracy and Mr. Sermonti and additional information gathered by City staff: - Susie Tracy — Northwest Advocates (owner) - Focused on social justice, health, housing, and human service -related missions - Previous Experience - Washington Board of Health — Special Assistant to the Executive Director - Washington State Nurses Association — Government Relations Specialist - Washington State Health Care Authority — Legislative Research Analyst - Current Clients Sample - Washington Airport Management Association - Greater Seattle Business Association - Washington Poison Center - Evergreen Treatment Services - Washington Academy of Eye Physicians and Surgeons - Tony Sermonti — Sermonti Government Relations -Public Affairs (owner) - Extensive experience in transportation -related policy, local government issues, land use issues, and homelessness/affordable housing issues - Previous Experience - Washington State Department of Licensing — Policy and Legislative Director - Office of the President, White House — Associate Press Advance Lead - Washington State Senate — Communications Advisor - Current Clients Sample - Washington Trucking Association - Northwest Autonomous Vehicles Alliance - Motor Vehicle Software Corporation The full City Council will consider the Council ad hoc committee's recommendation regarding this issue at its November 7th business meeting. Based on action taken by the Council at its November 7th business meeting, City staff will proceed accordingly. Please let me know if you have any questions or need additional information regarding this issue prior to the November 7th Council business meeting. RESOLUTION NO. R -2017- A RESOLUTION authorizing agreements with Northwest Advocates Political Consultants and Sermonti Government Relations and Public Affairs to provide state legislative and administrative advocacy services to the City. WHEREAS, since 2012, Jim Justin Government Relations Consulting, Inc. has provided the City of Yakima with state legislative and administrative advocacy services; and, WHEREAS, the City has been notified by Jim Justin Government Relations Consulting, Inc. of its intent to terminate its professional services agreement with the City no later than December 31St, 2017; and, WHEREAS, on October 12th, 2017, the Yakima City Council appointed an ad hoc committee consisting of Mayor Coffey, Assistant Mayor Mendez, and Councilmember Cousins to review information provided by lobbyists and lobbying firms that had expressed an interest in providing state legislative and administrative advocacy services to the City; and, WHEREAS, on October 18th, 2017, the ad hoc committee met with City Manager Cliff Moore and Communications & Public Affairs Director Randy Beehler to review information provided by lobbyists and lobbying firms that had expressed an interest in providing state legislative and administrative services to the City; and, WHEREAS, at its October 18th, 2017 meeting, the ad hoc committee unanimously recommended the full City Council consider authorizing City Manager Moore to execute professional services agreements with Northwest Advocates Political Consultants and Sermonti Government Relations and Public Affairs to provide state legislative and administrative advocacy services to the City for a period not to exceed nine (9) months; and, WHEREAS, the City Council deems it to be in the best interest of the City to authorize the City Manager to execute the attached Agreements for Professional Services with Northwest Advocates Political Consultants and Sermonti Government Relations and Public Affairs to provide state legislative and administrative advocacy services to the City for a period not to exceed nine (9) months; Now, Therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager is hereby authorized and directed to execute the attached Agreements for Professional Services with Northwest Advocates Political Consultants and Sermonti Government Relations and Public Affairs to provide state legislative and administrative advocacy services to the City. ADOPTED BY THE CITY COUNCIL this 7th day of November, 2017. Kathy Coffey, Mayor ATTEST: Sonya Claar Tee, City Clerk AGREEMENT BETWEEN CITY OF YAKIMA, WASHINGTON AND Northwest Advocates Political Consultants FOR PROFESSIONAL SERVICES THIS AGREEMENT, made and entered into on this day of , 2017, by and between the City of Yakima, Washington, a municipal corporation with its principal office at 129 North Second Street, Yakima, WA 98901, hereinafter referred to as "CITY", and Northwest Advocates Political Consultants, with its principal office at 2123 Wedgewood Drive SE, Olympia, Washington, 98501, hereinafter referred to as "CONSULTANT"; said CONSULTANT is licensed and registered to do business in the State of Washington, and will provide State Legislative and Administrative Advocacy Services, hereinafter referred to as "SERVICES" on behalf of the City of Yakima. WITNESSETH: RECITALS WHEREAS, CITY desires to retain the CONSULTANT to provide services described in this Agreement and subsequent Amendments thereto; and WHEREAS, CONSULTANT represents that it has available and offers to provide personnel with knowledge and experience necessary to satisfactorily accomplish the work within the required time and that it has no conflicts of interest prohibited by law from entering into this Agreement; NOW, THEREFORE, CITY and CONSULTANT agree as follows: SECTION 1 INCORPORATION OF RECITALS 1.1 The above recitals are incorporated into the operative provisions of the Agreement. SECTION 2 SCOPE OF SERVICES 2.1 CONSULTANT agrees to perform those services described hereafter. Unless modified in writing by both parties, duties of CONSULTANT shall not be construed to exceed those services specifically set forth herein. 2.2 CONSULTANT shall use its best efforts to maintain continuity in personnel and shall assign Susie Tracy as Consultant -in -Charge throughout the term of this Agreement unless other personnel are approved by the CITY. 2.3 Basic Services: CONSULTANT agrees to perform those tasks described in Exhibit A, entitled "Scope of Services" (hereafter WORK or PROJECT) which is attached hereto and made a part of this Agreement as if fully set forth herein. 2.4 Additional Services: CITY and CONSULTANT agree that not all WORK to be performed by CONSULTANT can be defined in detail at the time this Agreement is executed, and that additional WORK related to the Project and not covered in Exhibit A may be needed during performance of this Agreement. CITY may, at any time by written order, direct the CONSULTANT to revise portions of the WORK previously completed in a satisfactory manner, delete portions of the WORK, or request that the CONSULTANT perform additional WORK Page 1 of 11 beyond the scope of the WORK. Such changes hereinafter shall be referred to as "Additional Services." 2.4.1 If such Additional Services cause an increase or decrease in the CONSULTANT'S cost of, or time required for, performance of any services under this Agreement, a contract price and/or completion time adjustment pursuant to this Agreement shall be made and this Agreement shall be modified in writing accordingly. 2.4.2 Compensation for each such request for Additional Services shall be negotiated by the CITY and the CONSULTANT, and if so authorized, shall be considered part of the WORK. The CONSULTANT shall not perform any Additional Services until so authorized by CITY and agreed to by the CONSULTANT in writing. 2.5 The CONSULTANT must assert any claim for adjustment in writing within thirty (30) days from the date of the CONSULTANT's receipt of the written notification of change. SECTION 3 TERM 3.1 TERM: The term of this Agreement shall commence upon execution hereof and shall continue for nine (9) months unless terminated sooner by either party in accordance with Section 16. SECTION 4 CITY'S RESPONSIBILITIES 4.1 CITY -FURNISHED DATA: The CITY will provide to the CONSULTANT all technical data in the CITY'S possession relating to the CONSULTANT'S performance of the WORK. 4.2 ACCESS TO FACILITIES AND PROPERTY: The CITY will make its facilities reasonably accessible to CONSULTANT as required for CONSULTANT'S performance of its services and will provide labor and equipment as reasonably required by CONSULTANT for such access. 4.3 TIMELY REVIEW: The CITY will examine the CONSULTANT'S studies, reports, proposals, and other documents; obtain advice of an attorney, insurance counselor, accountant, auditor, bond and financial advisors, and other consultants as CITY deems appropriate; and render in writing decisions required of CITY in a timely manner. Such examinations and decisions, however, shall not relieve the CONSULTANT of any contractual obligations nor of its duty to render professional services meeting the standards of care for its profession. 4.4 CITY shall appoint a CITY'S Representative with respect to WORK to be performed under this Agreement. CITY'S Representative shall have complete authority to transmit instructions and receive information. CONSULTANT shall be entitled to reasonably rely on such instructions made by the CITY'S Representative unless otherwise directed in writing by the CITY, but CONSULTANT shall be responsible for bringing to the attention of the CITY'S Representative any instructions which the CONSULTANT believes are inadequate, incomplete, or inaccurate based upon the CONSULTANT'S knowledge. 4.5 Any documents, services, and reports provided by the CITY to the CONSULTANT are available solely as additional information to the CONSULTANT and will not relieve the CONSULTANT of its duties and obligations under this Agreement or at law. The CONSULTANT shall be entitled to reasonably rely upon the accuracy and the completeness of such documents, services and reports, but shall be responsible for exercising customary professional care in using and reviewing such documents, services, and reports and drawing conclusions there from. SECTION 5 AUTHORIZATION, PROGRESS, AND COMPLETION 5.1 In signing this Agreement, CITY grants CONSULTANT specific authorization to proceed with WORK described in Exhibit A. The time for completion is defined in Exhibit A, or as amended. Page 2 of 11 SECTION 6 COMPENSATION 6.1 COMPENSATION ON A TIME SPENT BASIS: For the services described in Exhibit A, compensation shall be Two Thousand Five Hundred Dollars ($2,500) per month, plus reimbursement for direct non -salary expenses. 6.1.1 DIRECT NON -SALARY EXPENSES: Direct Non -Salary Expenses are those costs incurred on or directly for the PROJECT including, but not limited to, necessary transportation costs, including current rates for CONSULTANT'S vehicles; meals and lodging; laboratory tests and analyses; printing, binding and reproduction charges; all costs associated with other outside nonprofessional services and facilities; special CITY - requested and PROJECT -related insurance and performance warranty costs; and other similar costs. Reimbursement for Direct Non -Salary Expenses will be on the basis of actual charges plus ten percent (10%) and on the basis of current rates when furnished by CONSULTANT. 6.1.1.1 Travel costs, including transportation, lodging, subsistence, and incidental expenses incurred by employees of the CONSULTANT and each of the Subconsultants in connection with PROJECT WORK; provided, as follows: That a maximum of U.S. INTERNAL REVENUE SERVICE allowed cents per mile will be paid for the operation, maintenance, and depreciation costs of company or individually owned vehicles for that portion of time they are used for WORK. CONSULTANT, whenever possible, will use the least expensive form of ground transportation. That reimbursement for meals inclusive of tips shall not exceed a maximum of forty dollars ($40) per day per person. This rate may be adjusted on ayearly basis. That accommodation shall be at a reasonably priced hotel/motel. That air travel shall be by coach class, and shall be used only when absolutely necessary. 6.1.2 Telephone charges, computer charges, in-house reproduction charges, first class postage, and FAX charges are not included in the direct expense costs, but are considered included in the Schedule of Specific Hourly Billing Rates. 6.2 Unless specifically authorized in writing by the CITY, the total annual budgetary cost for this PROJECT shall not exceed Twenty Two Thousand Five Hundred Dollars ($22,500), plus reimbursement for direct non -salary expenses. The CONSULTANT will make reasonable efforts to complete the WORK within the budget and will keep CITY informed of progress toward that end so that the budget or WORK effort can be adjusted if found necessary. The CONSULTANT is not obligated to incur costs beyond the indicated budget, as may be adjusted, nor is the CITY obligated to pay the CONSULTANT beyond these limits. When any budget has been increased, the CONSULTANT'S excess costs expended prior to such increase will be allowable to the same extent as if such costs had been incurred after the approved increase, and provided that the City was informed in writing at the time such costs were incurred. 6.3 The CONSULTANT shall submit to the City's Representative an invoice each month for payment for services completed through the accounting cut-off day of the previous month. Such invoices shall be for services and WORK performed and costs incurred prior to the date of the invoice and not covered by previously submitted invoices. The CONSULTANT shall submit with each invoice a summary of time expended on the PROJECT for the current billing period, and any other supporting materials determined by the City necessary to substantiate the costs incurred. CITY will use its best efforts to pay such invoices within thirty (30) days of receipt and upon approval of the WORK done and amount billed. CITY will notify the CONSULTANT promptly if any Page 3 of 11 problems are noted with the invoice. CITY may question any item in an invoice, noting to CONSULTANT the questionable item(s) and withholding payment for such item(s). The CONSULTANT may resubmit such item(s) in a subsequent invoice together with additional supporting information required. 6.4 Payment terms are net 30 after receipt of approved invoice(s). SECTION 7 RESPONSIBILITY OF CONSULTANT 7.1 INDEMNIFICATION: (a) CONSULTANT agrees to defend, indemnify, and hold harmless the CITY, its elected officials, agents, officers, employees, agents and volunteers (hereinafter "parties protected") from (1) claims, demands, liens, lawsuits, administrative and other proceedings, (including reasonable costs and attorneys fees) and (2) judgments, awards, losses, liabilities, damages, penalties, fines, costs and expenses of any kind claimed by third parties arising out of, or related to any death, injury, damage or destruction to any person or any property to the extent caused by any negligent act, action, default, error or omission or willful misconduct arising out of the CONSULTANT's performance under this Agreement. In the event that any lien is placed upon the City's property or any of the City's officers, employees or agents as a result of the negligence or willful misconduct of the CONSULTANT, the CONSULTANT shall at once cause the same to be dissolved and discharged by giving bond or otherwise. (b) CITY agrees to indemnify and hold the CONSULTANT harmless from loss, cost, or expense of any kind claimed by third parties, including without limitation such loss, cost, or expense resulting from injuries to persons or damages to property, caused solely by the negligence or willful misconduct of the CITY, its employees, or agents in connection with the service. (c) If the negligence or willful misconduct of both the CONSULTANT and the CITY (or a person identified above for whom each is liable) is a cause of such third parry claim, the loss, cost, or expense shall be shared between the CONSULTANT and the CITY in proportion to their relative degrees of negligence or willful misconduct and the right of indemnity will apply for such proportion. (d) Nothing contained in this Section or this Agreement shall be construed to create a liability or a right of indemnification in any third party. 7.2 In any and all claims by an employee of the CONSULTANT, any subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, the indemnification obligations under this Agreement shall not be limited in any way by any limitation on the amount or types of damages, compensation, or benefits payable by or for the CONSULTANT or a subcontractor under workers' or workmens' compensation acts, disability benefit acts, or other employee benefit acts. CONSULTANT'S INITIALS CITY'S INITIALS SECTION 8 AUDIT AND ACCESS TO RECORDS 8.1 The CONSULTANT, including its subconsultants, shall maintain books, records, documents and other evidence directly pertinent to performance of the WORK under this Agreement in accordance with generally accepted accounting principles and practices consistently applied. The Page 4 of 11 CITY, or the CITY'S duly authorized representative, shall have access to such books, records, documents, and other evidence for inspection, audit, and copying for a period of three years after completion of the WORK. The CITY shall also have access to such books, records, and documents during the performance of the WORK, if deemed necessary by the CITY, to verify the CONSULTANT'S WORK and invoices. 8.2 Audits conducted pursuant to this section shall be in accordance with generally accepted auditing standards and established procedures and guidelines of the reviewing or auditing agency. 8.3 The CONSULTANT agrees to the disclosure of all information and reports resulting from access to records pursuant to this section provided that the CONSULTANT is afforded the opportunity for an audit exit conference and an opportunity to comment and submit any supporting documentation on the pertinent portions of the draft audit report and that the final audit report will include written comments, if any, of the CONSULTANT. 8.4 The CONSULTANT shall ensure that the foregoing paragraphs are included in each subcontract for WORK. 8.5 Any charges of the CONSULTANT paid by the CITY which are found by an audit to be inadequately substantiated shall be reimbursed to the CITY. SECTION 9 INSURANCE 9.1 At all times during performance of the Services, CONSULTANT shall secure and maintain in effect insurance to protect the City and the CONSULTANT from and against all claims, damages, losses, and expenses arising out of or resulting from the performance of this Contract. CONSULTANT shall provide and maintain in force insurance in limits no less than that stated below, as applicable. The City reserves the rights to require higher limits should it deem it necessary in the best interest of the public. 9.1.1 Commercial General Liability Insurance. Before this Contract is fully executed by the parties, CONSULTANT shall provide the City with a certificate of insurance as proof of commercial liability insurance and commercial 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. 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 Contract. The policy shall name the City, its elected officials, officers, agents, employees, and volunteers as additional insureds. CONSULTANT shall 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. 9.1.2. Commercial Automobile Liability Insurance. a. If CONSULTANT owns any vehicles, before this Contract is fully executed by the parties, OIC shall provide the City with a certificate of insurance as proof of commercial automobile liability insurance and commercial 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. Automobile liability will apply to "Any Auto" and be shown on the certificate. b. If CONSULTANT does not own any vehicles, only "Non -owned and Hired Automobile Liability" will be required and may be added to the commercial liability coverage at the same limits as required in that section of this Contract, which is Section 12.2 entitled "Commercial Liability Insurance". Page 5 of 11 HE m C. Under either situation described above in Section 9.1.2.a and Section 9.1.2.b, the required certificate of insurance 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 Contract. The policy shall name the City, its elected officials, officers, agents, employees, and volunteers as additional insureds. CONSULTANT 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. 9.1.3. Statutory workers' compensation and employer's liability insurance as required by state law. 9.1.4. Professional Liability Coverage. Before this Contract is fully executed by the parties, CONSULTANT 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 Contract. CONSULTANT will not cancel or change the insurance without first giving the City thirty (30) calendar days prior written. 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 contract. Failure of either or all of the additional insureds to report a claim under such insurance shall not prejudice the rights of the CITY, its officers, employees, agents, and representatives there under. The CITY and the CITY'S elected officials, officers, principals, employees, representatives, and agents shall have no obligation for payment of premiums because of being named as additional insureds under such insurance. None of the policies issued pursuant to the requirements contained herein shall be canceled, allowed to expire, or changed in any manner that affects the rights of the City until thirty (30) days after written notice to the CITY of such intended cancellation, expiration or change. SECTION 10 SUBCONTRACTS 10.1 CONSULTANT shall be entitled, with the City's written authorization and to the extent determined appropriate by CONSULTANT, to subcontract any portion of the WORK to be performed under this Agreement. SECTION 11 ASSIGNMENT 11.1 This Agreement is binding on the heirs, successors and assigns of the parties hereto. This Agreement may not be assigned by CITY or CONSULTANT without prior written consent of the other, which consent will not be unreasonably withheld. It is expressly intended and agreed that no third parry beneficiaries are created by this Agreement, and that the rights and remedies provided herein shall inure only to the benefit of the parties to this Agreement. SECTION 12 INTEGRATION 12.1 This Agreement represents the entire understanding of CITY and CONSULTANT as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered herein. This Agreement may not be modified or altered except in writing signed by both parties. Page 6 of 11 12 SECTION 13 JURISDICTION AND VENUE 13.1 This Agreement shall be administered and interpreted under the laws of the State of Washington. Jurisdiction of litigation arising from this Agreement shall be in Washington State. If any part of this Agreement is found to conflict with applicable laws, such part shall be inoperative, null, and void insofar as it conflicts with said laws, but the remainder of this Agreement shall be in full force and effect. Venue for all disputes arising under this Agreement shall be Yakima County, State of Washington. SECTION 14 EQUAL EMPLOYMENT and NONDISCRIMINATION 14.1 During the performance of this Agreement, CONSULTANT and CONSULTANT's subconsultants shall not discriminate in violation of any applicable federal, state and/or local law or regulation on the basis of age, sex, race, creed, religion, color, national origin, marital status, disability, honorably discharged veteran or military status, pregnancy, sexual orientation, and any other classification protected under federal, state, or local law. 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. CONSULTANT agrees to comply with the applicable provisions of State and Federal Equal Employment Opportunity and Nondiscrimination statutes and regulations. SECTION 15 SUSPENSION OF WORK 15.1 CITY may suspend, in writing by certified mail, all or a portion of the WORK under this Agreement if unforeseen circumstances beyond CITY'S control are interfering with normal progress of the WORK. CONSULTANT may suspend, in writing by certified mail, all or a portion of the WORK under this Agreement if unforeseen circumstances beyond CONSULTANT's control are interfering with normal progress of the WORK. CONSULTANT may suspend WORK on PROJECT in the event CITY does not pay invoices when due, except where otherwise provided by this Agreement. The time for completion of the WORK shall be extended by the number of days WORK is suspended. If the period of suspension exceeds ninety (90) days, the terms of this Agreement are subject to renegotiation, and both parties are granted the option to terminate WORK on the suspended portion in accordance with SECTION 15. SECTION 16 TERMINATION OF WORK 16.1 Either party may terminate this Agreement, in whole or in part, if the other party materially breaches its obligations under this Agreement and is in default through no fault of the terminating party. However, no such termination may be effected unless the other party is given: (1) not less than fifteen (15) calendar days written notice delivered by certified mail, return receipt requested, of intent to terminate; and (2) an opportunity for consultation and for cure with the terminating parry before termination. Notice shall be considered issued within seventy-two (72) hours of mailing by certified mail to the place of business of either party as set forth in this Agreement. 16.2 In addition to termination under subsection 16.1 of this Section, CITY may terminate this Agreement for its convenience, in whole or in part, provided the CONSULTANT is given: (1) not less than fifteen (15) calendar days written notice delivered by certified mail, return receipt requested, of intent to terminate; and (2) an opportunity for consultation with CITY before termination. 16.3 If CITY terminates for default on the part of the CONSULTANT, an adjustment in the contract price pursuant to the Agreement shall be made, but (1) no amount shall be allowed for anticipated profit on unperformed services or other WORK, and (2) any payment due to the CONSULTANT at the time of termination may be adjusted to the extent of any additional costs or damages CITY has incurred, or is likely to incur, because of the CONSULTANT'S breach. In such event, CITY Page 7 of 11 13 shall consider the amount of WORK originally required which was satisfactorily completed to date of termination, whether that WORK is in a form or of a type which is usable and suitable to CITY at the date of termination and the cost to CITY of completing the WORK itself or of employing another firm to complete it. Under no circumstances shall payments made under this provision exceed the contract price. In the event of default, the CONSULTANT agrees to pay CITY for any and all damages, costs, and expenses whether directly, indirectly, or consequentially caused by said default. This provision shall not preclude CITY from filing claims and/or commencing litigation to secure compensation for damages incurred beyond that covered by contract retainage or other withheld payments. 16.4 If the CONSULTANT terminates for default on the part of CITY or if CITY terminates for convenience, the adjustment pursuant to the Agreement shall include payment for services satisfactorily performed to the date of termination, in addition to termination settlement costs the CONSULTANT reasonably incurs relating to commitments which had become firm before the termination, unless CITY determines to assume said commitments. 16.5 Upon receipt of a termination notice under subsections 16.1 or 16.2 above, the CONSULTANT shall (1) promptly discontinue all services affected (unless the notice directs otherwise), and (2) deliver or otherwise make available to CITY all originals of data, drawings, specifications, calculations, reports, estimates, summaries, and such other information, documents, and materials as the CONSULTANT or its subconsultants may have accumulated or prepared in performing this Agreement, whether completed or in progress, with the CONSULTANT retaining copies of the same. 16.6 Upon termination under any subparagraph above, CITY reserves the right to prosecute the WORK to completion utilizing other qualified firms or individuals; provided, the CONSULTANT shall have no responsibility to prosecute further WORK thereon. 16.7 If, after termination for failure of the CONSULTANT to fulfill contractual obligations, it is determined that the CONSULTANT has not so failed, the termination shall be deemed to have been effected for the convenience of CITY. In such event, the adjustment pursuant to the Agreement shall be determined as set forth in subparagraph 16.4 of this Section. 16.8 If, because of death, unavailability or any other occurrence, it becomes impossible for any key personnel employed by the CONSULTANT in PROJECT WORK or for any corporate officer of the CONSULTANT to render his services to the PROJECT, the CONSULTANT shall not be relieved of its obligations to complete performance under this Agreement without the concurrence and written approval of CITY. If CITY agrees to termination of this Agreement under this provision, payment shall be made as set forth in subparagraph 16.3 of this Section. SECTION 17 DISPUTE RESOLUTION 17.1 In the event that any dispute shall arise as to the interpretation of this agreement, or in the event of a notice of default as to whether such default does constitute a breach of the contract, and if the parties hereto cannot mutually settle such differences, then the parties shall first pursue mediation as a means to resolve the dispute. If the afore mentioned methods are either not successful then any dispute relating to this Agreement shall be decided in the courts of Yakima County, in accordance with the laws of Washington. If both parties consent in writing, other available means of dispute resolution may be implemented. SECTION 18 NOTICE 18.1 Any notice required to be given under the terms of this Agreement shall be directed to the parry at the address set forth below. Notice shall be considered issued and effective upon receipt thereof by the addressee -parry, or seventy-two (72) hours after mailing by certified mail to the place of business set forth below, whichever is earlier. Page 8 of 11 14 CITY: City of Yakima Cliff Moore, City Manager 129 North 2" d Street Yakima, WA 98901 CONSULTANT: Susie Tracy — Owner Northwest Advocates Political Consultants 2123 Wedgewood Drive SE Olympia, WA 98501 IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by their respective authorized officers or representatives as of the day and year first above written. CITY OF YAKIMA Cliff Moore Susie Tracy Printed Name: Printed Nan Title: Ci . Manager Title: Date: Date: Attest City Clerk City Contract No. Resolution No. R -2017 ---- Page 9 of 11 15 EXHIBIT A SCOPE OF SERVICES The Scope of Services shall include, but may not be limited to: A. Represent the City interactions with the Governor's Office and Administration, State Agencies, the State legislature, legislative representatives and staff person, boards, commissions, and legislative bodies as described in the Introduction. B. Research and provide written and oral information to City Council as specified by the City Manager on matters which include, but are not Iimitod to 1) Existing and proposed State laws and regulations that affect City's interests; 2) Reports on and testimony from legislative hearings; 3) The development and progress of State issues affecting the City's interests; 4) State agency and department regulations guidelines, directives, and other instruments of administrative policy; 5) Grants and other funding opportunities for proposed City projects; and 6) Technical reports and memoranda affecting City operations and fiscal conditions. 7) Specific knowledge on economic development, infrastructure, and land use, including funding sources and regulatory requirements. C. Services required of the Representative shall be personally provided by the principals of the Representative as identified in the Proposal, which shall be specified in the Professional Services Agreement between the Consultant or Consultant firm and the City. D. All materials submitted in response to this RFP, except for proprietary material, shall become the property of the City upon delivery to the City, which reserves the right in its sole discretion to use without limitation, any and all information, concepts and data contained therein. The content of all proposals will be held confidential until the selection of a consultant is made. Any proprietary data must be clearly marked. The City is required Page 10 of 11 M by law to make its records available for public inspection, with certain exceptions, per Chapter 42.17 RCW. E. Representative shall provide all equipment and personnel needed to fulfill the requirements for representing the City. Page 11 of 11 17 AGREEMENT BETWEEN CITY OF YAKIMA, WASHINGTON AND Sermonti Government Relations and Public Affairs FOR PROFESSIONAL SERVICES THIS AGREEMENT, made and entered into on this day of , 2017, by and between the City of Yakima, Washington, a municipal corporation with its principal office at 129 North Second Street, Yakima, WA 98901, hereinafter referred to as "CITY", and Sermonti Government Relations and Public Affairs, with its principal office at 1324 Glass Avenue NE, Olympia, Washington, 98506, hereinafter referred to as "CONSULTANT"; said CONSULTANT is licensed and registered to do business in the State of Washington, and will provide State Legislative and Administrative Advocacy Services, hereinafter referred to as "SERVICES" on behalf of the City of Yakima. WITNESSETH: RECITALS WHEREAS, CITY desires to retain the CONSULTANT to provide services described in this Agreement and subsequent Amendments thereto; and WHEREAS, CONSULTANT represents that it has available and offers to provide personnel with knowledge and experience necessary to satisfactorily accomplish the work within the required time and that it has no conflicts of interest prohibited by law from entering into this Agreement; NOW, THEREFORE, CITY and CONSULTANT agree as follows: SECTION 1 INCORPORATION OF RECITALS 1.1 The above recitals are incorporated into the operative provisions of the Agreement. SECTION 2 SCOPE OF SERVICES 2.1 CONSULTANT agrees to perform those services described hereafter. Unless modified in writing by both parties, duties of CONSULTANT shall not be construed to exceed those services specifically set forth herein. 2.2 CONSULTANT shall use its best efforts to maintain continuity in personnel and shall assign Tony Sermonti as Consultant -in -Charge throughout the term of this Agreement unless other personnel are approved by the CITY. 2.3 Basic Services: CONSULTANT agrees to perform those tasks described in Exhibit A, entitled "Scope of Services" (hereafter WORK or PROJECT) which is attached hereto and made a part of this Agreement as if fully set forth herein. 2.4 Additional Services: CITY and CONSULTANT agree that not all WORK to be performed by CONSULTANT can be defined in detail at the time this Agreement is executed, and that additional WORK related to the Project and not covered in Exhibit A may be needed during performance of this Agreement. CITY may, at any time by written order, direct the CONSULTANT to revise portions of the WORK previously completed in a satisfactory manner, delete portions of the WORK, or request that the CONSULTANT perform additional WORK Page 1 of 11 18 beyond the scope of the WORK. Such changes hereinafter shall be referred to as "Additional Services." 2.4.1 If such Additional Services cause an increase or decrease in the CONSULTANT'S cost of, or time required for, performance of any services under this Agreement, a contract price and/or completion time adjustment pursuant to this Agreement shall be made and this Agreement shall be modified in writing accordingly. 2.4.2 Compensation for each such request for Additional Services shall be negotiated by the CITY and the CONSULTANT, and if so authorized, shall be considered part of the WORK. The CONSULTANT shall not perform any Additional Services until so authorized by CITY and agreed to by the CONSULTANT in writing. 2.5 The CONSULTANT must assert any claim for adjustment in writing within thirty (30) days from the date of the CONSULTANT's receipt of the written notification of change. SECTION 3 TERM 3.1 TERM: The term of this Agreement shall commence upon execution hereof and shall continue for nine (9) months unless terminated sooner by either party in accordance with Section 16. SECTION 4 CITY'S RESPONSIBILITIES 4.1 CITY -FURNISHED DATA: The CITY will provide to the CONSULTANT all technical data in the CITY'S possession relating to the CONSULTANT'S performance of the WORK. 4.2 ACCESS TO FACILITIES AND PROPERTY: The CITY will make its facilities reasonably accessible to CONSULTANT as required for CONSULTANT'S performance of its services and will provide labor and equipment as reasonably required by CONSULTANT for such access. 4.3 TIMELY REVIEW: The CITY will examine the CONSULTANT'S studies, reports, proposals, and other documents; obtain advice of an attorney, insurance counselor, accountant, auditor, bond and financial advisors, and other consultants as CITY deems appropriate; and render in writing decisions required of CITY in a timely manner. Such examinations and decisions, however, shall not relieve the CONSULTANT of any contractual obligations nor of its duty to render professional services meeting the standards of care for its profession. 4.4 CITY shall appoint a CITY'S Representative with respect to WORK to be performed under this Agreement. CITY'S Representative shall have complete authority to transmit instructions and receive information. CONSULTANT shall be entitled to reasonably rely on such instructions made by the CITY'S Representative unless otherwise directed in writing by the CITY, but CONSULTANT shall be responsible for bringing to the attention of the CITY'S Representative any instructions which the CONSULTANT believes are inadequate, incomplete, or inaccurate based upon the CONSULTANT'S knowledge. 4.5 Any documents, services, and reports provided by the CITY to the CONSULTANT are available solely as additional information to the CONSULTANT and will not relieve the CONSULTANT of its duties and obligations under this Agreement or at law. The CONSULTANT shall be entitled to reasonably rely upon the accuracy and the completeness of such documents, services and reports, but shall be responsible for exercising customary professional care in using and reviewing such documents, services, and reports and drawing conclusions there from. SECTION 5 AUTHORIZATION, PROGRESS, AND COMPLETION 5.1 In signing this Agreement, CITY grants CONSULTANT specific authorization to proceed with WORK described in Exhibit A. The time for completion is defined in Exhibit A, or as amended. Page 2 of 11 E9 SECTION 6 COMPENSATION 6.1 COMPENSATION ON A TIME SPENT BASIS: For the services described in Exhibit A, compensation shall be Two Thousand Five Hundred Dollars ($2,500) per month, plus reimbursement for direct non -salary expenses. 6.1.1 DIRECT NON -SALARY EXPENSES: Direct Non -Salary Expenses are those costs incurred on or directly for the PROJECT including, but not limited to, necessary transportation costs, including current rates for CONSULTANT'S vehicles; meals and lodging; laboratory tests and analyses; printing, binding and reproduction charges; all costs associated with other outside nonprofessional services and facilities; special CITY - requested and PROJECT -related insurance and performance warranty costs; and other similar costs. Reimbursement for Direct Non -Salary Expenses will be on the basis of actual charges plus ten percent (10%) and on the basis of current rates when furnished by CONSULTANT. 6.1.1.1 Travel costs, including transportation, lodging, subsistence, and incidental expenses incurred by employees of the CONSULTANT and each of the Subconsultants in connection with PROJECT WORK; provided, as follows: That a maximum of U.S. INTERNAL REVENUE SERVICE allowed cents per mile will be paid for the operation, maintenance, and depreciation costs of company or individually owned vehicles for that portion of time they are used for WORK. CONSULTANT, whenever possible, will use the least expensive form of ground transportation. That reimbursement for meals inclusive of tips shall not exceed a maximum of forty dollars ($40) per day per person. This rate may be adjusted on ayearly basis. That accommodation shall be at a reasonably priced hotel/motel. That air travel shall be by coach class, and shall be used only when absolutely necessary. 6.1.2 Telephone charges, computer charges, in-house reproduction charges, first class postage, and FAX charges are not included in the direct expense costs, but are considered included in the Schedule of Specific Hourly Billing Rates. 6.2 Unless specifically authorized in writing by the CITY, the total annual budgetary cost for this PROJECT shall not exceed Twenty Two Thousand Five Hundred Dollars ($22,500), plus reimbursement for direct non -salary expenses. The CONSULTANT will make reasonable efforts to complete the WORK within the budget and will keep CITY informed of progress toward that end so that the budget or WORK effort can be adjusted if found necessary. The CONSULTANT is not obligated to incur costs beyond the indicated budget, as may be adjusted, nor is the CITY obligated to pay the CONSULTANT beyond these limits. When any budget has been increased, the CONSULTANT'S excess costs expended prior to such increase will be allowable to the same extent as if such costs had been incurred after the approved increase, and provided that the City was informed in writing at the time such costs were incurred. 6.3 The CONSULTANT shall submit to the City's Representative an invoice each month for payment for services completed through the accounting cut-off day of the previous month. Such invoices shall be for services and WORK performed and costs incurred prior to the date of the invoice and not covered by previously submitted invoices. The CONSULTANT shall submit with each invoice a summary of time expended on the PROJECT for the current billing period, and any other supporting materials determined by the City necessary to substantiate the costs incurred. CITY will use its best efforts to pay such invoices within thirty (30) days of receipt and upon approval of the WORK done and amount billed. CITY will notify the CONSULTANT promptly if any Page 3 of 11 N9 problems are noted with the invoice. CITY may question any item in an invoice, noting to CONSULTANT the questionable item(s) and withholding payment for such item(s). The CONSULTANT may resubmit such item(s) in a subsequent invoice together with additional supporting information required. 6.4 Payment terms are net 30 after receipt of approved invoice(s). SECTION 7 RESPONSIBILITY OF CONSULTANT 7.1 INDEMNIFICATION: (a) CONSULTANT agrees to defend, indemnify, and hold harmless the CITY, its elected officials, agents, officers, employees, agents and volunteers (hereinafter "parties protected") from (1) claims, demands, liens, lawsuits, administrative and other proceedings, (including reasonable costs and attorneys fees) and (2) judgments, awards, losses, liabilities, damages, penalties, fines, costs and expenses of any kind claimed by third parties arising out of, or related to any death, injury, damage or destruction to any person or any property to the extent caused by any negligent act, action, default, error or omission or willful misconduct arising out of the CONSULTANT's performance under this Agreement. In the event that any lien is placed upon the City's property or any of the City's officers, employees or agents as a result of the negligence or willful misconduct of the CONSULTANT, the CONSULTANT shall at once cause the same to be dissolved and discharged by giving bond or otherwise. (b) CITY agrees to indemnify and hold the CONSULTANT harmless from loss, cost, or expense of any kind claimed by third parties, including without limitation such loss, cost, or expense resulting from injuries to persons or damages to property, caused solely by the negligence or willful misconduct of the CITY, its employees, or agents in connection with the service. (c) If the negligence or willful misconduct of both the CONSULTANT and the CITY (or a person identified above for whom each is liable) is a cause of such third parry claim, the loss, cost, or expense shall be shared between the CONSULTANT and the CITY in proportion to their relative degrees of negligence or willful misconduct and the right of indemnity will apply for such proportion. (d) Nothing contained in this Section or this Agreement shall be construed to create a liability or a right of indemnification in any third party. 7.2 In any and all claims by an employee of the CONSULTANT, any subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, the indemnification obligations under this Agreement shall not be limited in any way by any limitation on the amount or types of damages, compensation, or benefits payable by or for the CONSULTANT or a subcontractor under workers' or workmens' compensation acts, disability benefit acts, or other employee benefit acts. CONSULTANT'S INITIALS CITY'S INITIALS SECTION 8 AUDIT AND ACCESS TO RECORDS 8.1 The CONSULTANT, including its subconsultants, shall maintain books, records, documents and other evidence directly pertinent to performance of the WORK under this Agreement in accordance with generally accepted accounting principles and practices consistently applied. The Page 4 of 11 CITY, or the CITY'S duly authorized representative, shall have access to such books, records, documents, and other evidence for inspection, audit, and copying for a period of three years after completion of the WORK. The CITY shall also have access to such books, records, and documents during the performance of the WORK, if deemed necessary by the CITY, to verify the CONSULTANT'S WORK and invoices. 8.2 Audits conducted pursuant to this section shall be in accordance with generally accepted auditing standards and established procedures and guidelines of the reviewing or auditing agency. 8.3 The CONSULTANT agrees to the disclosure of all information and reports resulting from access to records pursuant to this section provided that the CONSULTANT is afforded the opportunity for an audit exit conference and an opportunity to comment and submit any supporting documentation on the pertinent portions of the draft audit report and that the final audit report will include written comments, if any, of the CONSULTANT. 8.4 The CONSULTANT shall ensure that the foregoing paragraphs are included in each subcontract for WORK. 8.5 Any charges of the CONSULTANT paid by the CITY which are found by an audit to be inadequately substantiated shall be reimbursed to the CITY. SECTION 9 INSURANCE 9.1 At all times during performance of the Services, CONSULTANT shall secure and maintain in effect insurance to protect the City and the CONSULTANT from and against all claims, damages, losses, and expenses arising out of or resulting from the performance of this Contract. CONSULTANT shall provide and maintain in force insurance in limits no less than that stated below, as applicable. The City reserves the rights to require higher limits should it deem it necessary in the best interest of the public. 9.1.1 Commercial General Liability Insurance. Before this Contract is fully executed by the parties, CONSULTANT shall provide the City with a certificate of insurance as proof of commercial liability insurance and commercial 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. 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 Contract. The policy shall name the City, its elected officials, officers, agents, employees, and volunteers as additional insureds. CONSULTANT shall 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. 9.1.2. Commercial Automobile Liability Insurance. a. If CONSULTANT owns any vehicles, before this Contract is fully executed by the parties, OIC shall provide the City with a certificate of insurance as proof of commercial automobile liability insurance and commercial 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. Automobile liability will apply to "Any Auto" and be shown on the certificate. b. If CONSULTANT does not own any vehicles, only "Non -owned and Hired Automobile Liability" will be required and may be added to the commercial liability coverage at the same limits as required in that section of this Contract, which is Section 12.2 entitled "Commercial Liability Insurance". Page 5 of 11 R 22 C. Under either situation described above in Section 9.1.2.a and Section 9.1.2.b, the required certificate of insurance 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 Contract. The policy shall name the City, its elected officials, officers, agents, employees, and volunteers as additional insureds. CONSULTANT 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. 9.1.3. Statutory workers' compensation and employer's liability insurance as required by state law. 9.1.4. Professional Liability Coverage. Before this Contract is fully executed by the parties, CONSULTANT 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 Contract. CONSULTANT will not cancel or change the insurance without first giving the City thirty (30) calendar days prior written. 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 contract. Failure of either or all of the additional insureds to report a claim under such insurance shall not prejudice the rights of the CITY, its officers, employees, agents, and representatives there under. The CITY and the CITY'S elected officials, officers, principals, employees, representatives, and agents shall have no obligation for payment of premiums because of being named as additional insureds under such insurance. None of the policies issued pursuant to the requirements contained herein shall be canceled, allowed to expire, or changed in any manner that affects the rights of the City until thirty (30) days after written notice to the CITY of such intended cancellation, expiration or change. SECTION 10 SUBCONTRACTS 10.1 CONSULTANT shall be entitled, with the City's written authorization and to the extent determined appropriate by CONSULTANT, to subcontract any portion of the WORK to be performed under this Agreement. SECTION 11 ASSIGNMENT 11.1 This Agreement is binding on the heirs, successors and assigns of the parties hereto. This Agreement may not be assigned by CITY or CONSULTANT without prior written consent of the other, which consent will not be unreasonably withheld. It is expressly intended and agreed that no third parry beneficiaries are created by this Agreement, and that the rights and remedies provided herein shall inure only to the benefit of the parties to this Agreement. SECTION 12 INTEGRATION 12.1 This Agreement represents the entire understanding of CITY and CONSULTANT as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered herein. This Agreement may not be modified or altered except in writing signed by both parties. Page 6 of 11 23 SECTION 13 JURISDICTION AND VENUE 13.1 This Agreement shall be administered and interpreted under the laws of the State of Washington. Jurisdiction of litigation arising from this Agreement shall be in Washington State. If any part of this Agreement is found to conflict with applicable laws, such part shall be inoperative, null, and void insofar as it conflicts with said laws, but the remainder of this Agreement shall be in full force and effect. Venue for all disputes arising under this Agreement shall be Yakima County, State of Washington. SECTION 14 EQUAL EMPLOYMENT and NONDISCRIMINATION 14.1 During the performance of this Agreement, CONSULTANT and CONSULTANT's subconsultants shall not discriminate in violation of any applicable federal, state and/or local law or regulation on the basis of age, sex, race, creed, religion, color, national origin, marital status, disability, honorably discharged veteran or military status, pregnancy, sexual orientation, and any other classification protected under federal, state, or local law. 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. CONSULTANT agrees to comply with the applicable provisions of State and Federal Equal Employment Opportunity and Nondiscrimination statutes and regulations. SECTION 15 SUSPENSION OF WORK 15.1 CITY may suspend, in writing by certified mail, all or a portion of the WORK under this Agreement if unforeseen circumstances beyond CITY'S control are interfering with normal progress of the WORK. CONSULTANT may suspend, in writing by certified mail, all or a portion of the WORK under this Agreement if unforeseen circumstances beyond CONSULTANT's control are interfering with normal progress of the WORK. CONSULTANT may suspend WORK on PROJECT in the event CITY does not pay invoices when due, except where otherwise provided by this Agreement. The time for completion of the WORK shall be extended by the number of days WORK is suspended. If the period of suspension exceeds ninety (90) days, the terms of this Agreement are subject to renegotiation, and both parties are granted the option to terminate WORK on the suspended portion in accordance with SECTION 15. SECTION 16 TERMINATION OF WORK 16.1 Either party may terminate this Agreement, in whole or in part, if the other party materially breaches its obligations under this Agreement and is in default through no fault of the terminating party. However, no such termination may be effected unless the other party is given: (1) not less than fifteen (15) calendar days written notice delivered by certified mail, return receipt requested, of intent to terminate; and (2) an opportunity for consultation and for cure with the terminating parry before termination. Notice shall be considered issued within seventy-two (72) hours of mailing by certified mail to the place of business of either party as set forth in this Agreement. 16.2 In addition to termination under subsection 16.1 of this Section, CITY may terminate this Agreement for its convenience, in whole or in part, provided the CONSULTANT is given: (1) not less than fifteen (15) calendar days written notice delivered by certified mail, return receipt requested, of intent to terminate; and (2) an opportunity for consultation with CITY before termination. 16.3 If CITY terminates for default on the part of the CONSULTANT, an adjustment in the contract price pursuant to the Agreement shall be made, but (1) no amount shall be allowed for anticipated profit on unperformed services or other WORK, and (2) any payment due to the CONSULTANT at the time of termination may be adjusted to the extent of any additional costs or damages CITY has incurred, or is likely to incur, because of the CONSULTANT'S breach. In such event, CITY Page 7 of 11 24 shall consider the amount of WORK originally required which was satisfactorily completed to date of termination, whether that WORK is in a form or of a type which is usable and suitable to CITY at the date of termination and the cost to CITY of completing the WORK itself or of employing another firm to complete it. Under no circumstances shall payments made under this provision exceed the contract price. In the event of default, the CONSULTANT agrees to pay CITY for any and all damages, costs, and expenses whether directly, indirectly, or consequentially caused by said default. This provision shall not preclude CITY from filing claims and/or commencing litigation to secure compensation for damages incurred beyond that covered by contract retainage or other withheld payments. 16.4 If the CONSULTANT terminates for default on the part of CITY or if CITY terminates for convenience, the adjustment pursuant to the Agreement shall include payment for services satisfactorily performed to the date of termination, in addition to termination settlement costs the CONSULTANT reasonably incurs relating to commitments which had become firm before the termination, unless CITY determines to assume said commitments. 16.5 Upon receipt of a termination notice under subsections 16.1 or 16.2 above, the CONSULTANT shall (1) promptly discontinue all services affected (unless the notice directs otherwise), and (2) deliver or otherwise make available to CITY all originals of data, drawings, specifications, calculations, reports, estimates, summaries, and such other information, documents, and materials as the CONSULTANT or its subconsultants may have accumulated or prepared in performing this Agreement, whether completed or in progress, with the CONSULTANT retaining copies of the same. 16.6 Upon termination under any subparagraph above, CITY reserves the right to prosecute the WORK to completion utilizing other qualified firms or individuals; provided, the CONSULTANT shall have no responsibility to prosecute further WORK thereon. 16.7 If, after termination for failure of the CONSULTANT to fulfill contractual obligations, it is determined that the CONSULTANT has not so failed, the termination shall be deemed to have been effected for the convenience of CITY. In such event, the adjustment pursuant to the Agreement shall be determined as set forth in subparagraph 16.4 of this Section. 16.8 If, because of death, unavailability or any other occurrence, it becomes impossible for any key personnel employed by the CONSULTANT in PROJECT WORK or for any corporate officer of the CONSULTANT to render his services to the PROJECT, the CONSULTANT shall not be relieved of its obligations to complete performance under this Agreement without the concurrence and written approval of CITY. If CITY agrees to termination of this Agreement under this provision, payment shall be made as set forth in subparagraph 16.3 of this Section. SECTION 17 DISPUTE RESOLUTION 17.1 In the event that any dispute shall arise as to the interpretation of this agreement, or in the event of a notice of default as to whether such default does constitute a breach of the contract, and if the parties hereto cannot mutually settle such differences, then the parties shall first pursue mediation as a means to resolve the dispute. If the afore mentioned methods are either not successful then any dispute relating to this Agreement shall be decided in the courts of Yakima County, in accordance with the laws of Washington. If both parties consent in writing, other available means of dispute resolution may be implemented. SECTION 18 NOTICE 18.1 Any notice required to be given under the terms of this Agreement shall be directed to the parry at the address set forth below. Notice shall be considered issued and effective upon receipt thereof by the addressee -parry, or seventy-two (72) hours after mailing by certified mail to the place of business set forth below, whichever is earlier. Page 8 of 11 CITY: City of Yakima Cliff Moore, City Manager 129 North 2" d Street Yakima, WA 98901 CONSULTANT: Tony Sermonti — Owner Sermonti Government Relations and Public Affairs 1324 Glass Avenue NE Olympia, WA 98506 IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by their respective authorized officers or representatives as of the day and year first above written. CITY OF YAKIMA Cliff Moore Printed Name: Tony Sermonti Printed N Title: Ci . Manager Title: Date: Attest City Clerk City Contract No. Resolution No. R -2017 ---- Page 9 of 11 Date: 25 99 EXHIBIT A SCOPE OF SERVICES The Scope of Services shall include, but may not be limited to: A. Represent the City interactions with the Governor's Office and Administration, State Agencies, the State legislature, legislative representatives and staff person, boards, commissions, and legislative bodies as described in the Introduction. B. Research and provide written and oral information to City Council as specified by the City Manager on matters which include, but are not Iimitod to 1) Existing and proposed State laws and regulations that affect City's interests; 2) Reports on and testimony from legislative hearings; 3) The development and progress of State issues affecting the City's interests; 4) State agency and department regulations guidelines, directives, and other instruments of administrative policy; 5) Grants and other funding opportunities for proposed City projects; and 6) Technical reports and memoranda affecting City operations and fiscal conditions. 7) Specific knowledge on economic development, infrastructure, and land use, including funding sources and regulatory requirements. C. Services required of the Representative shall be personally provided by the principals of the Representative as identified in the Proposal, which shall be specified in the Professional Services Agreement between the Consultant or Consultant firm and the City. D. All materials submitted in response to this RFP, except for proprietary material, shall become the property of the City upon delivery to the City, which reserves the right in its sole discretion to use without limitation, any and all information, concepts and data contained therein. The content of all proposals will be held confidential until the selection of a consultant is made. Any proprietary data must be clearly marked. The City is required Page 10 of 11 27 by law to make its records available for public inspection, with certain exceptions, per Chapter 42.17 RCW. E. Representative shall provide all equipment and personnel needed to fulfill the requirements for representing the City. Page 11 of 11 28 t Political Consultants 2123 Wedgewood Is SI Olympia, WA 98501 Cell: 360-701-4089 TracV21239comcaslxel Education: backelor of Arts, Journalism Major, (J niversit� of Idako Earlier Work uoeeieotoi Assistant to tke President, U niversit� of IJako Peace Corps, Malaysia MarLeting Research, 5unset Magazine, Palo Alto, CA Administrative Assistant, Office of the can of (Jndergraduate 5tudies, 5tanford Universif ConstituentKelations and Legislative Assistant, Nortk Idako Office Of U.15.5enator rranL Ckurck, MOSCOW, Ida6s. r Lo669ist, Wa. u6lic (Atilities [)istricts Association Current linIpWotoot; Owner (I �82-2017), Nortkwe5t Advocates rolitical Consultant! specializing in non-partisan representation of a 6roaJ variety of clients 6efore tine Waskington,5tate Legislature and Waskington,5tate agencies. Provide strategic Planning, issue development, 6ill drafting and tracking, coalition 6uilding, lo66'9ing, media relations, session reporting, regulatory assistance, campaign involvement, and otker activities as required. Current Clients. Wa. Fk�sicians Healtk rrogram Wa. Poison Center Wa. Chapter, American College of E_mergenc3 Physicians N9 Caring for Waskington (family medicine residency programs) Wa. Airport Management Association Wa. State Society of Oral and Maxillofacial Surgeons Acadia Healtkcare Inc. Greater Seattle E)usiness Association Therapeutic Health Services Evergreen Treatment Services Wa. Ambulatory Surgery Centers Association Former Clients: Oracle Corporation American Medical Response Susan G. Komen breast cancer Foundation, Puget Sound Affiliate Washington State Medical Association Small and Midsize Transit Alliance (Wa. State Transit Association) REI Fu6lic Healtk Kounclta6le University of Washington Medical School Har6orview Medical Center Airlift Northwest Washington State Arts Alliance Aging Services of Washington 5c6ering-Plough Pharmaceutical The Nature Conservancy Mothers Against Violence in America Wa. Ambulance Association Wa. State Financial Services Association Wa. Fu6lic Power Supply System Seattle Chinese Garden ot—he-- Owner, Art In Soul, a small retail 6usiness in Lace.9, WA., specializing in art stamps, decorative paper, art supplies, 600k -making, and class instruction ««�- 9E sermonti Government Relations I Public Affairs., Tony Sermonti Contract lobbyist with more than 15 years of experience advising government leaders, elected officials, and industry executives on publ policy, the political process, and communications. Senior advisor to state agency executives, Governor's Office, legislators, and industry leaders Drafted and lobbied for successful passage of several high-profile pieces of legislation that were delivered to Governor's desk for signature into law Subject matter expert on transportation and federal identification policy, land use, and the legislative budget advocacy including the operating, capital, and transportation budgets History of strategic and tactical social media and news media communications achievements to accomplish political and policy objectives I served as Policy and Legislative Director for the Washington State Department of Licensing, a large state agency that in addition to its major transportation system function, regulates a wide range of more than 35 different businesses and professions. I frequently advised legislators on their policy ideas, advanced Governor -request legislation, and testified in a variety of committee hearings including the House Judiciary and Public Safety Committees, House and Senate Transportation Committees, and the Senate Law and Justice Committee. I have strong relationships with the committee chairs, ranking members, and staff to these committees. a I secured 85 million in computer system capital investment in the transportation budget during a three-year period. I worked with legislative leadership on the largest congestion relief and highway investment in state history. Other highlights of my legislative accomplishments include passage of major legislation for the state to comply with the federal REAL ID Act, DUI sentencing reform, a hard-fought bili to keep law enforcement officers' confidential information safe from public disclosure, and consumer protection legislation. Throughout my career, I have worked extensively with issues involving local governments, including land use, homelessness and transportation funding. Particularly with transportation issues, I worked with the Association of Washington Cities and Washington Association of Counties on statewide policy issues. I also was a candidate for Olympia City Council in 2009, and gained a much deeper understanding of local governments and the many challenges they face. I have many strong • r based on r bipartisanship • both sides political aisle in the State Capitol.approach + successful government advocacy is •a • in unyielding- •. • and a positive, proactiveapproach focuses on advancing policies that improve a client's operations. Prior to work at the agency, I served as staff in the Washington State Senate and gained an inside understanding of the legislative process behind closed doors. I advised the majority leader and the Chair of the Ways & Means Committee on policy and communications on K-1 2 education, the state operating, capital, and transportation I have a developed skill in communicating effectively with the media and public, managing crisis, and translating complex public policy into actionable information fortop elected officials and executives. I have served as an on -camera spokesperson for several large organizations during times #f successand crisis, and worked behind the scenes with political campaigns, House,d national and local news media.also have a historymanagement ,-xecution of marketing, awareness, and grassroots organizing campaigns using a variety • ed... sources and strategies to reach the total audience ways that resonate. Professional Policy and Legislative Director Washington State Department ofLicensing Associate Press Advance Lead Executive Office of the President, The White House Washington State Department of Licensing Washington State Senate Edwards for President Communications and media relations manager The Evergreen State College References RankinBK8ember, JudyC|ibbonn, Ways & Means Committee Chair, House Transportation Committee 360-472-1850 206'819'2054 Senator Curtis King Chair, Senate Transportation Committee 509-952-4667 Ms. Jane Wall Government Relations Advocate Association ofWashington Cities 360'753'4137 Mayor Erik Larson City of Aberdeen 360-581-1328 Mr. David Postman 360-688-4320 oo 33 Education Bachelor of Arts, pre -law and communications The Evergreen State College LEAN Six Sigma Green • Certification Univ. of Wa Jaa oj,' ro essiot-A Develo*jaest Cetter For more information, please see