HomeMy WebLinkAboutMagallan Consultancy, LLC - Grant Consulting Agreement GRANT CONSULTING AGREEMENT
BETWEEN THE CITY OF YAKIMA AND
MAGALLAN CONSULTANCY, LLC
This AGREEMENT is made and entered into by and between the CITY OF YAKIMA,
Washington, a municipal corporation, located at 129 North 2nd Street, Yakima, WA
98901 (hereinafter referred to as CITY), and MAGALLAN CONSULTANCY, LLC,
a limited liability corporation, located at 10408 W. Willow Way, Pasco, WA 99301
(hereinafter referred to as CONTRACTOR).
WHEREAS, the City of Yakima desires to apply for the 2015 COPS Hiring
Grant; and
WHEREAS, the City of Yakima desires to apply for the 2015 COPS Gang Task
Force Grant; and
WHEREAS, MAGALLAN CONSULTANCY, LLC, a Washington State
limited liability corporation, experienced in strategic planning and grant development,
has the desired qualification to provide strategic plan and coordination services; and
NOW, THEREFORE, in consideration of the mutual covenants, promises and
agreements set forth herein, it is agreed by and between the City and MAGALLAN
CONSULTANCY, LLC as follows:
1. Scope of Services. The CONTRACTOR agrees to perform the following
services and work for the CITY:
A. Regularly communicate with the City of Yakima Police
Department to assure mutual understanding of the work to be performed
and the satisfactory completion thereof.
B. The Scope of Services included in Attachment A.
C. The work and activities set forth as follows:
Duties include, but are not limited to, the
following:
• Complete all grant application materials and submit application for 2015
COPS Hiring Grant.
• Complete all grant application materials and submit application for 2015 COPS
Gang Task Force Grant.
2. Term of Agreement. The term of this agreement shall begin upon execution
by both parties and shall terminate upon the completion of all services required
hereunder by the CONTRACTOR, but no later than August 1, 2015 unless terminated
earlier by the CITY in accordance with Section 10 of this Agreement, or in the event of
outside forces (illness etc.) and accepted force majeure occurrences (natural disasters
etc.).
3. Consideration. As consideration for the services performed under this
Agreement, the CITY agrees to compensate the CONTRACTOR in accord with the
following terms:
A. In consideration of the obligation of the CONTRACTOR to perform in
accordance with the contract the CITY will pay $90 per hour up to a
maximum amount of $7,450 to the CONTRACTOR.
1. The amount shall be paid upon satisfactory performance on the
contract.
B. The CONTRACTOR shall invoice the CITY for services the
CONTRACTOR provides. Invoice shall be sent to: City of Yakima,
ATTN: Cally Price, 129 N. Second Street, Yakima, WA 98901. CITY
will reimburse the CONTRACTOR within fifteen (15) days of receipt of a
valid invoice for the amount of payment due. CITY shall return any invalid
or incomplete invoice to the CONTRACTOR within fifteen (15) days after
CITY receives the invoice. An explanation will accompany the invoice that
states the reason for return and any information needed to correct the
invoice. Final invoices for services provided under this agreement shall
be submitted by the CONTRACTOR n o later than ninety (90) days
following the termination of the agreement.
4. Independent Contractor
A. No agency, employment, joint venture or partnership has been or will be
created between the parties hereto pursuant to the terms and conditions of
this agreement. Inasmuch as CITY is interested in the CONTRACTOR's end
product, CITY does not control the manner in which the CONTRACTOR
performs this agreement. CITY is not liable for workers' compensation or
unemployment compensation payments required by the State of Washington.
In addition, the CONTRACTOR assumes responsibility for tax liabilities that
result from compensation paid to the CONTRACTOR by CITY. CITY will
report any payment made under this agreement to the Internal Revenue
Service on Form 1099.
B. No provision contained in this agreement shall be construed as entitling the
CONTRACTOR to participate in hospital plans, medical plans, sick leave
benefits, vacation, and other benefits available to employees of CITY.
C. CONTRACTOR certifies that all approvals, licensesor other
qualifications necessary to conduct business in Washington have been
obtained and are operative. If at any time during the agreement period the
CONTRACTOR becomes disqualified from conducting business in
Washington, for whatever reason, the CONTRACTOR shall immediately
notify CITY of the disqualification.
D. CONTRACTOR shall neither perform work nor submit an invoice for
payment for work performed under this agreement for any time period
after the termination date set forth in Section 2, above.
E. CONTRACTOR shall furnish its own support staff and services as
necessary for the satisfactory performance of the work described in
Section 1, above. Unless otherwise specified in this agreement, CITY will
not provide any other staff, services, or material to the CONTRACTOR for
the purpose of assisting the CONTRACTOR in the performance of this
agreement.
5. Hold Harmless
A. CONTRACTOR agrees to protect, defend, indemnify, and hold harmless
the CITY, its elected officials, officers, employees, agents, and
volunteers 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 death or bodily injury to any person or
damage or destruction to a third party or third parties to the extent caused
by any negligent act and /or omission of CONTRACTOR, its officers,
employees, agents, volunteers and /or subcontractors, arising out of the
performance of this Contract.
B. CITY agrees to protect, defend, indemnify, and hold harmless the
CONTRACTOR, its officers, employees, agents, and volunteers from any
and all claims, demands, losses, liens, liabilities, penalties, fines, lawsuits,
and other proceedings and all judgments, awards, costs and expenses
(including reasonable attorneys' fees and disbursements) resulting from
death or bodily injury to any person or damage or destruction to a third
party or third parties to the extent caused by any negligent act and /or
omission of CITY, its officers, employees, agents, volunteers and /or
subcontractors, arising out of the performance of this Contract.
C. Nothing contained in this Section or this Contract shall be construed to
create a liability or a right of indemnification in any third party.
6. Insurance At all times during performance of the Services, CONTRACTOR shall
secure and maintain in effect insurance to protect the CITY and CONTRACTOR from
and against all claims, damages, losses, and expenses arising out of or
resulting from the performance of this contract. CONTRACTOR shall provide and
maintain in force insurance in limits no less than that stated below, as applicable.
The CITY reserves the right to require higher limits should it deem it necessary in the
best interest of the public.
A. General Liability Insurance. Before this Contract is fully executed by the
parties, CONTRACTOR shall provide the CITY with a certificate of
insurance as proof of liability insurance and umbrella liability insurance
with a total minimum liability limit of Two Million Dollars ($2,000,000.00) per
occurrence combined single limit bodily injury and property damage,
and Two Million Dollars ($2,000,000.00) general aggregate. 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 insured, and shall contain a clause that the insurer
will not cancel or change the insurance without first giving the CITY thirty
(30) calendar days prior written notice (any language in the clause to the
effect of "but failure to mail such notice shall impose no obligation or liability
of any kind upon the company" shall be crossed out and initialed by the
insurance agent). The insurance shall be with an insurance company or
companies rated A -VII or higher in Best's Guide and admitted in the State of
Washington.
B. Automobile Liability Insurance.
i. If CONTRACTOR owns any vehicles, before this Contract is fully
executed by the parties, CONTRACTOR shall provide the CITY with a
certificate of insurance as proof of automobile liability insurance and
umbrella liability insurance with a total minimum liability limit of Two Million
Dollars ($2,000,000.00) per occurrence combined single limit bodily injury
and property damage. Automobile liability will apply to "Any Auto" and be
shown on the certificate.
ii. If CONTRACTOR does not own any vehicles, only "Non -owned
and Hired Automobile Liability" will be required and may added to the
liability coverage at the same limits as required in that section of this
Contract, which is Section 12.2 entitled "Commercial Liability Insurance ".
C. Professional Liability Coverage. Before this Contract is fully executed by
the parties, CONTRACTOR shall provide the CITY with a certificate of
insurance as proof of professional liability coverage with a total minimum
liability limit of Two Million Dollars ($2,000,000.00) per claim combined
single limit bodily injury and property damage, and Two Million Dollars
($2,000,000.00) aggregate. The certificate shall clearly state who the
provider is, the coverage amount, the policy number, and when the policy
and provisions provided are in effect. Said policy shall be in effect for the
duration of this Contract. The policy shall contain a clause that the insurer
will not cancel or change the insurance without first giving the CITY thirty
(30) calendar days prior written notice (any language in the clause to the
effect of "but failure to mail such notice shall impose no obligation or liability
of any kind upon the company" shall be crossed out and initialed by the
insurance agent). 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.
D. Under either situation described in this Section, 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, and shall contain a clause that the insurer
will not cancel or change the insurance without first giving the CITY thirty
(30) calendar days prior written notice (any language in the clause to the
effect of "but failure to mail such notice shall impose no obligation or
liability of any kind upon the company" shall be crossed out and
initialed by the insurance agent). 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.
7. Conflict of Interest and Ethics Laws
A. CONTRACTOR hereby covenants that neither the CONTRACTOR nor any
officer, member or employee of the CONTRACTOR has interest, personal
or otherwise, direct or indirect, which is incompatible or in conflict with or
would compromise in any manner or degree with the discharge and
fulfillment of his or her functions and responsibilities under this agreement.
B. Neither the CONTRACTOR nor any officer, member or employee of the
CONTRACTOR shall, prior to the completion of such work and payment for
such work, acquire any interest, personal or otherwise, direct or indirect,
which is incompatible or in conflict with or would compromise in any
manner or degree with the discharge and fulfillment of his or her functions
and responsibilities with respect to the carrying out of such work.
C. CONTRACTOR shall not promise or give to any CITY employee anything of
value that is of such character as to manifest a substantial and improper
influence upon the employee with respect to his or her duties. The
CONTRACTOR shall not solicit a CITY employee to violate any CITY rule
or policy relating to the conduct of contracting parties.
D. Nondiscrimination.
During the performance of the Agreement, CONTRACTOR
shall not discriminate in violation of any applicable federal state, and for
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.
E. The Americans with Disabilities Act. CONTRACTOR shall comply
with the Americans with Disabilities Act of 1990, 42 U.S.C.§ 12101 et
seq. (ADA) and its implementing regulations and Washington State's anti-
discrimination law as contained in RCW Chapter 49.60 and its
implementing regulations with regard to the activities and services
provided pursuant to this Agreement. The ADA provides comprehensive
civil rights to individuals with disabilities in the area of employment, public
accommodations, public transportation, state and local government
services and telecommunications.
F. Compliance with Laws. The CONTRACTOR shall comply with all
applicable federal, state and local laws, rules and regulations in
performing this Agreement.
G. Debarment Certification: CONTRACTOR certifies that it is not
presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from participating in this Agreement by
any Federal department or agency (debarred). The CONTRACTOR shall
immediately notify the CITY if during the term of the agreement it
becomes debarred. In the event of such debarment, the CITY may
immediately terminate this Agreement by giving written notice to
CONTRACTOR.
8. Records. Documents, and Information. All records, documents, writings or
other information produced or used by the CONTRACTOR in the performance of
this agreement shall be treated according to the following terms:
A. The CITY is required by law to comply with the Washington State Public
Records Act (PRA). All determinations of records subject to release under
the PRA, or otherwise required by law, shall be at the sole discretion of the
CITY.
B. All CITY information which, under the laws of the State of Washington, is
classified as public or private will be treated as such by the CONTRACTOR.
Where there is a question as to whether information is public or private, CITY
shall make the final determination. The CONTRACTOR shall not use any
information, systems, or records made available to it for any purpose other
than to fulfill the agreement duties specified herein. The CONTRACTOR
agrees to be bound by the same standards of confidentiality that apply to the
employees of CITY and the State of Washington. The terms of this section
shall be included in any subcontracts executed by the CONTRACTOR
for work under this agreement.
C. All proprietary information of the CONTRACTOR shall be held to be strictly
confidential by CITY. Proprietary information is information which, if made
public, would put the CONTRACTOR at a disadvantage in the market place and
trade of which the CONTRACTOR is a part. The CONTRACTOR is responsible for
notifying CITY of the nature of the information prior to its release to CITY. CITY
reserves the right to require reasonable evidence of the CONTRACTOR's assertion
of the proprietary nature of any Information to be provided.
D. All records relating to costs, work performed and supporting documentation for
invoices submitted to CITY by the CONTRACTOR shall be retained and
made available by the CONTRACTOR for audit by the State of Washington
(including but not limited to CITY, the Auditor of the State of Washington, the
Inspector General or duly authorized law enforcement officials) and agencies
of the United States government for a minimum of three years after payment
for work performed under this agreement. If an audit, litigation, or other action is
initiated during this time period, the CONTRACTOR shall retain such records
until the action is concluded and all issues resolved or the three years end,
whichever is later.
9. Rights in Deliverables. Data and Copyrights. The Deliverables provided by
the CONTRACTOR under Section 1 and any item produced under this agreement,
including any documents, data, photographs and negatives, electronic reports, records,
software, source code, or other media, shall become the property of CITY which
shall have an unrestricted right to reproduce, distribute, modify, maintain, and use
the Deliverables. The CONTRACTOR shall not obtain copyright, patent, or other
proprietary protection for the Deliverables. The CONTRACTOR shall not include in any
Deliverable any copyrighted matter, unless the copyright owner gives prior written
approval to use such copyrighted matter.
10. Susoension and
Termination
A. CITY may, by giving CONTRACTOR thirty (30) calendar days written
notice of termination, terminate this Agreement as to all or any portion of the
Services not then performed, whether or not CONTRACTOR is in breach
or default, and with cause. Upon receipt of any such notice of termination,
the CONTRACTOR shall, except as otherwise 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 as specified in Section 10.
B. In the event of termination pursuant to section 10A, the CONTRACTOR,
shall take all necessary or appropriate steps to limit disbursements and
minimize costs, and furnish a report, as of the date of receipt of notice of
suspension or termination describing the status of all work under this
agreement, including without limitation, results accomplished, conclusions
resulting there from, and such other matters as CITY may require.
• In the event of suspension or termination under this Article, the
CONTRACTOR shall be entitled to compensation, upon submission of
a proper invoice, for the work performed prior to receipt of notice of
termination or suspension, which shall be calculated by CITY based on
the rate set forth in Section 3. CITY shall not be liable for any further
claims, and the claims submitted by the CONTRACTOR shall not
exceed the total amount of compensation allowed by this agreement.
C. If the City purports to terminate or cancel all or any part of this
Agreement for CONTRACTOR's breach or default when the
CONTRACTOR is not in breach or default which would permit
termination or cancellation, such termination or cancellation shall be
deemed to have been a termination by the City pursuant to Paragraph
10A and the rights of the parties shall be determined accordingly.
11. Breach or Default
A. Differences between the CONTRACTOR and the CITY, arising under
and by virtue of this Agreement, shall be brought to the attention of the
CITY at the earliest possible time in order that such matters may be
settled or other appropriate action promptly taken. Any dispute
relating to the quality or acceptability of performance and for
compensation due the CONTRACTOR shall be decided by the CITY'S
Agreement Representative o r designee. All rulings, orders, instructions
a n d decisions of the CITY's Agreement Representative shall be final
and conclusive, subject to the CONTRACTOR'S right to seek judicial relief
pursuant to this Section.
B. Upon breach or default by the CONTRACTOR of any of the provisions,
obligations or duties embodied in this agreement, CITY may exercise all
administrative, contractual, equitable or legal remedies available, without
limitation. The waiver of any occurrence of breach or default is not a
waiver of subsequent occurrences, and CITY retains the right to exercise
all remedies hereinabove mentioned.
• If CITY or the CONTRACTOR fails to perform an obligation or
obligations under this agreement and thereafter such failure is waived
by the other party, such waiver shall be limited to the particular failure
so waived and shall not be deemed to waive other failures hereunder.
Waiver by CITY shall not be effective unless it is in writing and signed
by the CITY contract manager.
C. Any action at law, suit in equity, or judicial proceeding arising out of this
Agreement shall be instituted and maintained only in any of the courts of
competent jurisdiction in the COUNTY OF YAKIMA, Washington.
12. Amendments This writing constitutes the entire agreement between the
parties with respect to all matters herein. This agreement may be amended only by
a writing signed by both parties. However, it is agreed by the parties that any
amendments to laws or regulations cited herein will result in the correlative
modification of this agreement, without the necessity for executing written
amendments. Any written amendments to this agreement shall be prospective in
nature. When a new or different term or condition is added, additional consideration
is not necessary to bind the parties.
13. Assignment The CONTRACTOR shall not assign any interest (including
subcontracts) in this agreement and shall not transfer any interest in the same
(whether by assignment or notation) without the prior written approval of CITY.
Any such assignments or subcontracts shall be submitted for CITY's review
ninety (90) days prior to the desired effective date. Approval by CITY shall not be
deemed to increase in any manner the total compensation provided for in this
agreement. Claims for compensation due or to become due the CONTRACTOR
from CITY under this agreement may be assigned to a bank, trust company, or
other financial institution without CITY's approval if notice of any such assignment
is promptly furnished in writing to CITY.
14. Drug Free Workplace The CONTRACTOR shall comply with all applicable state
and federal rules, regulations and statutes pertaining to a drug free workplace. The
CONTRACTOR shall make a good faith effort to ensure that all employees of the
CONTRACTOR do not purchase,
transfer, use or possess illegal drugs or alcohol or abuse prescription drugs in
any way while working on state, county, or municipal property.
15. Construction This agreement shall be governed, construed and enforced in
accordance with the laws of the State of Washington. Should any portion of this
agreement be found unenforceable by operation of statute or by administrative or
judicial decision, the enforceability of the balance of this agreement shall not be
affected thereby, provided that the absence of the unenforceable provision does
not render the performance of the remainder of the agreement impossible.
16. Written Notices All written notices required by this Agreement shall be in writing
and deemed received if personally delivered or sent by United States mail,
registered or certified, return receipt requested, postage pre -paid, to the addresses
set forth hereunder or to such other addresses designated in writing by any of the
parties in accordance with this provision.
In case of CITY, to:
Tony O'Rourke
City Manager
129 North Second Streets
Yakima, WA 98901
In case of CONTRACTOR, to:
Steve Magallan
Managing Member
10408 W. Willow Way
Pasco, WA 99301
17. Survival. Any provision of this Agreement which imposes an
obligation after termination or expiration of this Agreement shall survive
the term or expiration of this agreement and shall be binding on the parties
to this Agreement.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties, by signing below, indicate their agreement
to the above.
CITY CONTRACTOR
Tony O'Rourke Steve Magallan
City anager Magallan Consultancy, LLC
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CITY CONTRACT NO.
RESOLUTION NO: h/A
ATTACHMENT A: Scope of Work
The City of Yakima Police Department will be supported by consultant services
including:
1. Grant development and application for the 2015 COPS Hiring Grant.
2. Grant development and application for the 2015 COPS Gang Task Force
Grant.
Services provided by Magallan Consultancy, LLC; hereinafter referred to as
CONTRACTOR.
CONTRACTOR will, at a minimum, provide the following:
Full development and application for the 2015 COPS Hiring Grant & 2015 COPS
Gang Task Force Grant within the timeframe specified by the COPS office.
CONTRACTOR will work with the City of Yakima and Yakima Police Department to
fully develop and submit a completed and accepted application for the 2015 COPS
Hiring Grant.
Deliverables: Completed, submitted and accepted COPS 2015 Hiring Grant
CONTRACTOR will work with the City of Yakima and Yakima Police Department to
fully develop and submit a completed and accepted application for the 2015 COPS
Gang Task Force Grant.
Deliverables: Completed, submitted and accepted COPS 2015 Gang Task
Force Grant.