HomeMy WebLinkAboutCrosby, Constance Professional Services ContractPROFESSIONAL SERVICES CONTRACT
THUS PROFESSIONAL SERVICES CONTRACT is made and entered into by and
between the City of Yakima, a Washington municipal corporation (hereafter the "City"), and
Constance Crosby (hereafter the "Contractor").
WHEREAS. the Yakima Police Department has made recruiting lateral police officers a
pMohh/. City Manager Harrison has approved Officer Meyers's attendance at the Women in Law
Enforcement Sunnnnb (Nashville, TN) being held in March, 2022; he also suggested the trip be
extended to include recruiting efhodo, while in the region.
WHEREAS. the Contractor moved from Jmokaon, Mississippi Police Department tothe
Seattle Police Department and attended the Equivalency Academy with Chief Murray. The
Contractor has previously expressed a willingness to assist the Yakima Police Department with
recruiting lateral officers from the South to the Pacific y4mrthxveoL Having lived and worked in
Jackson, MS, the Contractor is familiar with the area and has numerous connections to potential
applicants.
WHEREAS, the Contractor has community ties to the region, the expertise necessary and
is willing to assist the Yakima Police Department in its police officer recruiting efforts;
NOW, THEREFORE, in consideration of the mutual covenants, promise, and agreements
set forth hemein, it is agreed by and between the City and Contractor mofollows:
Section1' Statement of Work
1.1 The professionalservices that the Contractor will provide bJthe Yakima Police Department
o. Travel toJackson, MS (from tomeet with Officer Meyers and visit multiple,
local areas for recruiting purposes.
b. Contacting potential applicants inthe Jackson, MS area, schedule meetings, reach
out to current police offioem, provide the recruiting team the opportunity to present
about the Yakima Police Department, etc.
o. Reach out tmvarious potential applicants inaneffort tmincrease the number of
people/groups being presented to. This will ideally lead to an increased amount of
diverse Lateral applicants.
1.2 Except as otherwise specifically provided in the Contract, Contractor ah@U furnish the
fnUoxvng, all as may berequired ho perform the services described in paragraph 1.1 in
accordance with this Contract: personnel, labor and supervision; and teohniom|,
professional and other services. All such oen/ices, property and other items furnished or
required to be furnished together with all other obligations performed or required to be
performed. by Contractor under this Contract are sometimes oo||eotixa|y referred to in this
Contract methe ^Sen/i000."
1.3 All provisions of this Contract are intended to be complementary, and any Services
required by one and not mentioned in another shall be performed to the same extent as
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though required by all. Details of the Services that are not necessary to omny out the
intent mfthis Contract, but that are not expressly required, shall beperformed orfurnished
by Contractor as part of the Services, without any increase in the compensation otherwise
payable under this Contract.
Section 2. Period of Performance
2.1 The periodof performance under this Contract will commence onthe dates agreed toupon
the Contractor and the City of Yakima after both parties have executed this contract.
2.2 The performance period will oaaae, upon the completion of the Contractor's recruiting in
the Jackson Mississippi area is finished, orwhen both parties reach mdecision onwhether
to continue any additional collaborative recruiting efforts, whichever comes first.
Section 3. Compensation
3.1 As full compensation for satisfactory performance of the Samioea. the City shall pay
Contractor oflat fee of$3.215for all expenses. The expenses ohoU be itemized as the
following at maximum rates:
0 $40.00per hour for mminimum of4Ohours of work ($1.000.00.
a $450.O0for lodging for three nights.
0 $1.DOODO for fli0hta.
* $75.00for transportation.
* $90.00totm| nnoa|o.
3.2 In order to process compensation, the Contractor shall send an invoice to the following
address referencing the contract number:
City of Yakima
Accounts Payable
129 N2»oStreet
Yakima, VVAS8QO1
3.2 The City and Contractor mutually agree that the Contractor's oompenamblehours worked
shall not exceed eight hours (40 hours), which does not include travel to or from Jackson.
3.3 Any additional service(s) provided by the Contractor which are to be paid by the City must
have prior written approval of the City.
Section4~ Performance by Contractor
4.1 Deleqation of PIrofession.al Services. The services provided under this Contract shall be
performed by Cortngctor, and no person other than Contractor shall be engaged on
subject work or services. Contractor shall not (by contnaot, operation of |axv or otherwise)
delegate or subcontract performance of any Services to any other person or entity without
the prior written consent of the City. Any such delegation or subcontracting without the
City'e prior written consent shall be voidable at the City'o option.
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No delegation or subcontracting of performance of any of the Services, with or without the
Cih/s prior written conoent, ohmU relieve the Contractor of Contractor's responsibility to
perform the Services in accordance with this Contract. Contractor aho|| be fully
responsible for the porformonce, acts and omissions of Contractor's employees, if any,
Contractor's subcontractors, and any other person who performs or furnishes any services
(collectively, the "Support").
4.2 Contractor shall at all times by an independent contractor and not an agent or
representative ofthe City with regard toperformance ofthe Services. Contractor shall not
represent that she is, nor hold herself out as, an agent orrepresentative tothe City. In no
event shall Contractor be authorized to enter into any agreement or undertaking for or on
behalf mfthe City.
4.3 Contractor shall perform the Services in m timely manner and in accordance with the
standards of the profession. At the time of perfonnanoe. Contractor shall be properly
|ioeneed, aquipped, organizod, and financed to perform the Services in accordance with
this Contract. Subject to compliance with the naquinarnant8 of this Contract, Contractor
shall perform the Services inaccordance with his own methods.
Section 5. Compliance with Laws
5.1 Contractor shall comply with all applicable |avve, mrdinonoaa, rukes, regulations, orders,
|ioensee, pemniba, and other requirements ofany governmental authority (inc|uding, but
not limited to, such requirements as may be imposed upon the City and applicable to the
Services). Contractor shall furnish such documents as may be required to effect or
evidence such compliance. All |avve, ordinonoae, rules and orders required to be
incorporated in agreements of this character are incorporated in this Contract by this
reference.
Section 6' Taxes and Assessments
6.1 Contractor shall be eo|ek/ responsible for and shall pay all taxea, deductions, and
assessments that Contractor is required to pay, including but not limited to federal income
tGx. F|CA, social meouhh/ tax, assessments for unemployment and individual injury
insun@nce, and other deductions from income which may be required by |avv or assessed
against either party aoaresult ofthis Contract. |nthe event the City ioassessed otax mr
assessment as a result of this Contract, Contractor shall pay the same before it becomes
due.
Section 7. Nondiscrimination Provision
7.1 During the performanceofthis Contract, Contractor shall not discriminate inviolation mf
any applicable federal, state and/or |moo| law or regulation on the basis of race, age. color,
eex, ne|igion, national origin, cneod, marital status, dioabi|itv, honorably discharged veteran
or military status, pregnancy, sexual orientation, political affiliation, or the presence of any
sensory, mental or physical handicap, and any other classification protected under federal,
state, or local law. This provision eh@|| include but not be limited to the following:
ennp|mynnent, upgnading, demotion, transfer, recruitment, advertising, layoff ortermination,
rates of pay or other forms of compensation, selection for training, and the provision of
Services under this Contract.
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Section 8. Inspection and Production of Records
8.1 The records relating to the Services shall, at all times, be subject to inspection by and with
the approval of the City, but the making of (or failure or delay in making) such inspection
or approval shall not relieve Contractor of responsibility for performance of the Services in
accordance with this Contract, notwithstanding the City's knowledge of defective or non-
complying performance, its substantiality or the ease of its discovery. Contractor's records
relating to the Services will be provided to the City upon the City's request.
8.2 Contractor shall promptly furnish the City with such information and records which are
related to the Services of this Contract as may be requested by the City. Until the
expiration of three (3) years after final payment of the compensation payable under this
Contract, or for a longer period if required by law or by the Washington State Secretary of
State's record retention schedule, Contractor shall retain and provide the City access to
(and the City shall have the right to examine, audit an copy) all of Contractor's books,
documents, papers and records which are related to the Services performed by Contractor
under this Contract.
8.3 All records relating to Contractor's services under this Contract must be made available
to the City, and the records relating to the services are City of Yakima Police Department
records. They must be produced to third parties if required pursuant to the Washington
Public Records Act, Chapter 42.56 RCW or by law. All records relating to Contractor's
services under this Contract must be retained by Contractor for the minimum period of
time required pursuant to the Washington State Secretary of State's record retention
schedule.
Section 9. Property and Confidential Information
9.1 Contractor shall not, without the prior written consent of the City, disclose to third parties
any information received in connection with the Services unless:
a. information is known to Contractor prior to receiving the same directly or indirectly in
connection with the Services;
b. information is in the public domain at the time of disclosure by Contractor; or
c. information is received by Contractor from a third party who does not have an
obligation to keep the same confidential.
Section 10. Indemnification and Hold Harmless
10.1 The Contractor agrees to protect, defend, indemnify, and hold harmless the City, its
elected officials, officers, employees and agents from any and all claims, demands, losses,
liens, liabilities, penalties, fines, lawsuits, and other proceedings and all judgement,
awards, costs and expenses (including reasonable attorneys" fees and disbursements),
resulting from negligent acts and/or omissions or willful misconduct of the Contractor or
his agents arising out of the performance of this Contract.
10.2 The City agrees to protect, defend, indemnify, and hold harmless the Contractor from any
and all claims, demands, losses, liens, liabilities, penalties, fines, lawsuits, and other
proceedings and all judgments, awards, costs and expenses (including reasonable
attorneys' fees and disbursements), resulting from negligent acts and/or omissions or
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willful misconduct of the City, its elected and appointed officials, officers, employees, its
agents or subcontractors arising out of the performance of this Contract.
10.3 The City agrees to protect, defend, indemnify, and hold harmless the Contractor from any
and all claims, demands, losses, lines, liabilities, penalties, fines, lawsuits, and other
proceedings and all judgments, awards, costs and expenses (including reasonable
attorneys' fees and disbursements), resulting from Contractor's services under this
Contract or arising out of Contractor's performance of this Contract where Contractor
operates in good faith within the scope of this Contract, is not negligent and does not
engage in willful misconduct.
10.4 The terms of this Section shall survive any expiration or termination of this Contract.
10.5 Nothing contained in this Section or this Contract shall be construed to create liability or a
right of indemnification in any third party.
Section 11. Changes
11.1 This City may, at any time by written notice thereof to Contractor, make changes in the
Services within the general scope of this Contract (including, but not limited to, additions
to or deletions from any Services, suspension of performance and changes and location
of performance).
11.2 If any change under paragraph 12.2 causes a significant increase or decrease in the cost
of the time required for performance of the Services, an equitable adjustment in the
compensation and schedules under this Contract shall be negotiated to reflect such
increase or decrease, and this Contract shall be modified in writing accordingly, Such
equitable adjustment shall constitute full compensation to Contactor for such change. If
any change under paragraph 12.1 results in a decrease in the Services to be performed,
loss of anticipated profit shall not reduce the decrease in the Services to be performed,
Contractor shall not be entitled to anticipated profit on Services not performed and the loss
of anticipated profit shall not reduce the decrease in compensation under this Contract
resulting from such exchange. Further, Contractor shall not be entitle to any reallocation
of cost, profit or overhead.
11.3 Notwithstanding any dispute or delay in arriving at a mutually acceptable equitable
adjustment under paragraph 12.2, Contractor shall immediately proceed with performance
of the Services as changed pursuant to paragraph 12.1. If Contractor intends to assert a
claim for equitable adjustment under paragraph 12.2, Contractor must, within thirty (30)
days after Contractor's receipt of any notice under paragraph 12.1 that does not set forth
an acceptable adjustment, submit to the City a written statement of the basis and nature
of the adjustment claimed. Contractor shall not be entitled to any adjustment unless such
written statement is submitted by Contractor to the City within the applicable period.
Section 12. Termination
12.1 The City may, by giving the Contractor thirty (30) calendar days written notice of
termination, terminate this Contract as to all or any portion of the Services not then
performed, whether or not Contractor is in breach or default, and with or without cause.
Upon receipt of any such notice of termination, Contractor shall, except as otherwise
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directed by the City, immediately stop performance of the Services to the extent specified
in such notice. Contractor shall have the same termination rights as the City in Section 13.
12.2 In the event of termination pursuant to paragraph 13.1, an equitable adjustment shall be
made in the compensation payable to Contractor under this Contract, provided that such
compensation as adjusted shall in no event exceed a percentage of the total
compensation otherwise payable under this Contract equal to the percentage of the
Services satisfactorily completed at the time of termination. Further, Contractor shall not
be entitled to any reallocation of cost, profit or overhead. Contractor shall not in any event
be entitled to anticipated profit on Services not performed on account of such termination.
Contractor shall use her best efforts to minimize the compensation payable under this
Contract in the event of such termination.
12.3 If the City purports to terminate or cancel all or any part of this Contract for Contractor's
breach or default when Contractor is not in breach or default which would permit such
termination or cancellations, such termination or cancellation shall be deemed to have
been a termination by the City pursuant to paragraph 13.1 and the rights and the parties
shall be determined accordingly.
Section 13. Miscellaneous
13.1 Assignment. This Contract, or any interest herein, or claim hereunder, shall not be
assigned or transferred in whole or in part by Contractor to any other person or entity
without the prior written consent of the City. In the event that such prior written consent
to an assignment is granted, then the assignee shall assume all duties, obligations and
liabilities of Contractor stated herein.
13.2 No Conflict of Interest. Contractor represents that she and/or her employees, if any, 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 Contract. Contractor
further covenants that she will not hire anyone or any entity having such a conflict of
interest during the performance of this Contract.
13.3 No Insurance. It is understood that the City does not maintain liability insurance for
Contractor and/or her employees.
13.4 Severability. If any portion of this Contract is changed per mutual agreement or any
portion is held invalid, the remainder of the Contract shall remain in full force and effect.
13.5 Integration. This written document constitutes the entire agreement between the City and
Contractor. There are no other oral or written Contracts between the parties as to the
subject covered herein. No charges or additions to this Contract shall be valid or binding
upon either party unless such change or addition be in writing and executed by both
parties.
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13.6 Notices. Unless stated otherwise herein, all notices and demands shall be in writing and
sent or hand delivered to the parties to their addresses as follows:
TO CITY:
City Manager
City of Yakima
City Hall — First Floor
129 North Second Street
Yakima, WA 98901
AND TO: Chief of Police
Yakima Police Department
City of Yakima
200 South Third Street
Yakima, WA 98901
TO CONTRACTOR: Constance Crosby
1250 S. Puget Dr. H315
Renton, WA 98055
or to such other addresses as the parties may hereafter designate in writing. Notices
and/or demands shall be sent by registered or certified mail, postage prepaid, or hand
delivered. Such notices shall be deemed effective when hand delivered at the addresses
specified above, or three (3) days after the date of mailing to the addresses specified
above.
13.7 Governing Law. This Contract shall be governed by and construed in accordance with the
law of the State of Washington,
13.8 Venue. The venue for any action to enforce or interpret this Contract shall lie in the
Superior Court of Washington for Yakima County, Washington.
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
Robert -Ha b--t :ix.
City Manager
Manager
Date: I,t
Attest
City Cler
Contract Number:
Resolution Number:
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CM-1 c
Constance Crosby
Lc_ °
e:
STATE OF WASHINGTON
COUNTY OF YAKIMA
) ss.
4:DC
I certify that I know or have satisfactory evidence that is the person who
appeared before me, and said person acknowledged that he signed this instrument, on oath
stated that he was authorized to execute the instrument, and acknowledged it as the CITY
MANAGER of the CITY OF YAKIMA, to be the free and voluntary act of such party for the uses
and purposes mentioned in the instrument.
Dated:
Seal or Stamp
(Signature)
cad,v
Printed Name
My commission expires:
STATE OF WASHINGTON
) ss.
COUNTY OF YAKIMA
I certify that I know or have satisfactory evidence that Constance Crosby is the person
who appeared before me, and said person acknowledged that she signed this instrument, on oath
stated that she was authorized to execute the instrument, and acknowledged to be the free and
voluntary act of such party for the uses and purposes mentioned in the instrument.
Dated:
Seal or Stamp
La'
Printed Na e
My commission expires:
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