HomeMy WebLinkAboutMiller, Tony - FEMA Certified Instructor Courses Agreement For City of Yakima Use Only: AGREEMENT
Contract No. ,.7D 5-1y y BETWEEN
Project No CITY OF YAKIMA, WASHINGTON
Resolution No /Vb.,
RFQP No. AND
TONY MILLER
FOR PROFESSIONAL SERVICES
THIS AGREEMENT, made and entered into on this Z day of v vim.
2015, 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
Tony Miller, a sole proprietor hereinafter referred to as "CONSULTANT "; said sole proprietor is
licensed to do business in the State of Washington, and will provide services under this
Agreement for FEMA Certified Course Instructor for two courses, 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, incorporated Exhibits 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 these 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 Miller 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 Work" (WORK) 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
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additional WORK 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 according to the provisions set forth in
Exhibit B, attached hereto and incorporated herein by this reference, 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 CITY'S RESPONSIBILITIES
3.1 CITY- FURNISHED DATA: The CITY will provide to the CONSULTANT all technical data
in the CITY'S possession relating to the CONSULTANT'S services on the WORK.
3.2 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.
3.3 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.
3.4 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.
3.5 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 4 AUTHORIZATION, PROGRESS, AND COMPLETION
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4.1 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.
SECTION 5 COMPENSATION
5.1 For the services described in Exhibit A, compensation shall be according to Exhibit B,
attached hereto and incorporated herein by this reference.
5.2 Unless specifically authorized in writing by the CITY, the total budgetary amount for this
PROJECT shall not exceed $1900.00. 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.
5.3 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 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.
5.4 Payment terms are net 30 after receipt of approved invoice(s).
SECTION 6 RESPONSIBILITY OF CONSULTANT
6.1 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.
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(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
party 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.
6.2 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.
SECTION 7 AUDIT AND ACCESS TO RECORDS
7.1 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 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.
7.2 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.
7.3 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.
7.4 The CONSULTANT shall ensure that the foregoing paragraphs are included in each
subcontract for WORK.
7.5 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 8 SUBCONTRACTS
8.1 CONSULTANT shall be entitled, to the extent determined appropriate by CONSULTANT,
to subcontract any portion of the WORK to be performed under this Agreement.
SECTION 9 ASSIGNMENT
9.1 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
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intended and agreed that no third party 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 10 INTEGRATION
10.1 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.
SECTION 11 JURISDICTION AND VENUE
11.1 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 in a court of competent jurisdiction in Yakima County, State of
Washington.
SECTION 12 EQUAL EMPLOYMENT and NONDISCRIMINATION
12.1 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 13 SUSPENSION OF WORK
13.1 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 of Project in accordance with SECTION 15.
SECTION 14 TERMINATION OF WORK
14.1 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 party before termination. Notice shall be
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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.
14.2 In addition to termination under subsection 15.1 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.
14.3 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 CONSULTANTS breach. In such event, CITY 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.
14.4 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.
14.5 Upon receipt of a termination notice under subsections 14.1 or 14.2 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.
14.6 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.
14.7 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.
14.8 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 14.3 of this Section.
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SECTION 15 DISPUTE RESOLUTION
15.1 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 16 NOTICE
16.1 Any notice required to be given under the terms of this Agreement shall be directed to the
party at the address set forth below. Notice shall be considered issued and effective
upon receipt thereof by the addressee -party, or seventy -two (72) hours after mailing by
certified mail to the place of business set forth below, whichever is earlier.
CITY: City of Yakima
Tony O'Rourke, City Manager
129 North 2 Street
Yakima, WA 98901
CONSULTANT: Tony Miller
805 1 /2 W. Naches Ave.
Selah, WA 98942
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 Or AKIMA TONY MILLER
L. _ _i •
To .'Rou Signatu
Printed Name:1 V\y a� IO t C'i e ) Printed Name: ] c 7 miles"
Title: City Manager Title: - `��i �✓C'd�
Date: k-ic (. _ �.a' ' Date: �) c- a - e - �! 5
( ? ! La4
Attest ( --� - 4
City Clerk.) % ' <'
CITY CONTRAC r NO. , 20 / S— / cr)
RESOLUTION NO:I'� g �� VI
Page 7 of 11
STATE OF WASHINGTON )
) ss.
COUNTY OF YAKIMA )
I certify that I know or have satisfactory evidence that / o, y U Kv u r - lce, 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: - / ' y
Seal or Stamp
. _
(Signat e)
KAARRE ALLYN r' M d 1 t-
Notary Public Title /
State of Washington
My Commission Expires ) (1Q r r . 4 11y
• •n1 11, 2016
Printed Name
My commission expires: 4 / / - (..L /
Page 8 of 11
STATE OF WASHINGTON )
) ss.
COUNTY OF YAKIMA )
I certify that I know or have satisfactory evidence that is the
person who appeared before me, and said person acknowledged that he /she signed this
instrument, on oath stated that he /she was authorized to execute the instrument, and
acknowledged it as the of to be the free
and voluntary act of such party for the uses and purposes mentioned in the instrument.
Dated:
Seal or Stamp
(Signature)
Title
Printed Name
My commission expires:
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EXHIBIT A
SCOPE OF SERVICES
The City has adopted a strategy to increase the knowledge and collective proficiencies of staff
(directors and managers) for disaster preparedness and response. City staff members have
received training and certificates in FEMA introduction coursework.
Mr. Tony Miller will provide the instruction in the next sequential FEMA certified courses. Mr.
Miller will facilitate two classroom sessions:
The National Incident Management (NIMS), Incident Command System (ICS) 300 Course and
ICS 400. Mr. Miller will provide classroom instruction, proctor student exams, and provide
certificates of completion for ICS 300 and ICS 400 courses.
The City will provide student manuals /workbooks for the two sessions as part of this agreement.
In a cooperative effort, the Yakima Valley Office of Emergency Management will provide — at no
charge, the classroom venue for this instruction, located at 2403 S. 18 Street Suite 200 Union
Gap, WA 98903.
Schedule:
ICS 300
3, 8 -hour classes for a total of 24 instructional hours
June 1 -3, 2015
ICS 400
2, 8 -hour classes for a total of 16 instructional hours
June 10 -11, 2015
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EXHIBIT B
Professional Fees and Rates
The City agrees pay Mr. Tony Miller the sum of One Thousand, Nine Hundred dollars ($1,900) for
the instructional services outlined in Exhibit A — Scope of Work.
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