HomeMy WebLinkAboutPST Investigations - Professional Services Contract PROFESSIONAL SERVICES CONTRACT
THIS PROFESSIONAL SERVICES CONTRACT is made and entered into by and
between the City of Yakima, a Washington municipal corporation(hereafter the "City"), and PST
Investigations (hereafter the "Contractor").
WHEREAS, the City of Yakima requires professional services for an internal police
investigation for the City of Yakima;
WHEREAS,the Contractor is a skilled provider of workplace investigations and is willing
to perform the professional services required by the City in accordance with the terms and
conditions of this Contract;
NOW, THEREFORE, in consideration of the mutual covenants, promises, and
agreements set forth herein, it is agreed by and between the City and Contractor as follows:
Section 1. Statement of Work
1.1 The professional services that the Contractor will provide is a police internal investigation
relating to employee and personnel matters.
1.2 Except as otherwise specifically provided in this Contract, Contractor shall furnish the
following, all as may be required to perform the services described in paragraph 1.1 in
accordance with this Contract: personnel, labor and supervision; and technical,
professional and other services. As appropriate, the Contractor may gather the facts and
pertinent evidence, interview witnesses, make findings, prepare written reports and may
testify about the process. All such services,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 collectively referred to in this Contract as
the "Services."
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
though required by all. Details of the Services that are not necessary to carry out the intent
of this Contract, but that are not expressly required, shall be performed or furnished 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 period of performance under this Contract will be one year, commencing on August
15, 2022, and continuing through August 14, 2023.
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Section 3. Compensation
3.1 As full compensation for satisfactory performance of the Services, the City shall pay
Contractor for services at the rate of Two Hundred Twenty-Five Dollars ($225) per hour.
City shall pay Contractor Ninety-Five Dollars ($95)per hour for travel time. Plus mileage
at the current Internal Revenue Service mileage rate at the time of the travel. Contractor
will provide audio statement transcription and City shall pay 125% of the applicable
SpeakWrite transcription rate. Contractor's actual costs incurred for travel,meals,lodging,
parking,tolls, and other related expenses are additional and City shall pay these costs plus
a 4%surcharge to cover administrative costs. Detail will be provided to support all entries,
and a copy of the applicable receipt, when available, will be attached to the Contractor's
statement to support disbursements and expenses. Extraordinary or unusual items will be
discussed with the City before the expense is incurred, whenever possible. The total
amount of compensation that the City may pay Contractor is not to exceed $99,999 per
year for all fees and expenses.
3.2 The Contractor shall update the City monthly regarding Contractor's services and invoice
the City of Yakima at the completion of the project. The City of Yakima shall pay each of
Contractor's invoices within thirty days after the City's receipt and verification thereof;
provided, however, that all such payments are expressly conditioned upon Contractor
providing services hereunder that are satisfactory to the City.
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.
Section 4. Performance by Contractor
4.1 Delegation of Professional Services. The services provided under this Contract shall be
performed by Contractor, and no person other than Contractor shall be engaged on such
work or services. Contractor shall not(by contract, operation of law 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's prior
written consent shall be voidable at the City's option.
No delegation of subcontracting of performance of any of the Services,with or without the
City's prior written consent, shall relieve Contractor of Contractor's responsibility to
perform the Services in accordance with this Contract. Contractor shall be fully
responsible for the performance, 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 be an independent contractor and not an agent or representative
of the City with regard to performance of the Services. Contractor shall not represent that
he is, nor hold himself out as, an agent or representative of the City. In no event shall
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Contractor be authorized to enter into any agreement or undertaking for or on behalf of the
City.
4.3 Contractor shall perform the Services in a timely manner and in accordance with the
standards of the profession. At the time of performance, Contractor shall be properly
licensed, equipped, organized, and financed to perform the Services in accordance with
this Contract. Subject to compliance with the requirements of this Contract, Contractor
shall perform the Services in accordance with his own methods.
Section 5. Compliance with Laws
5.1 Contractor shall comply with all applicable laws, ordinances, rules, regulations, orders,
licenses,permits,and other requirements of any governmental authority(including,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 laws, ordinances, 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 solely responsible for and shall pay all taxes, deductions, and
assessments that Contractor is required to pay, including but not limited to federal income
tax, FICA, social security tax, assessments for unemployment and industrial injury
insurance, and other deductions from income which may be required by law or assessed
against either party as a result of this Contract. In the event the City is assessed a tax or
assessment as a result of this Contract, Contractor shall pay the same before it becomes
due.
Section 7. Nondiscrimination Provision
7.1 During the performance of this Contract, Contractor shall not discriminate in violation of
any applicable federal, state and/or local law or regulation on the basis of race, age, color,
sex,religion,national origin,creed,marital status,disability,honorably discharged veteran
or military status,pregnancy, sexual orientation,political affiliation,or the presence of any
sensory, mental or physical handicap, 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 Contract.
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
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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 shall
provide the City sufficient, safe, and proper facilities and equipment for such inspection
and free access to such facilities. 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 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 and 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 also 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 judgments,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
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proceedings and all judgments,awards,costs and expenses(including reasonable attorneys'
fees and disbursements), resulting from negligent acts and/or omissions or 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, liens, 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 a liability or
a right of indemnification in any third party.
Section 11. Insurance Provided by Contractor
11.1 At all times during performance of the Services,the Contractor shall secure and maintain
in effect insurance to protect the City and the 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.
11.2 Automobile Liability Insurance. Before this Contract is fully executed by the parties,
Contractor shall provide the City with a certificate of insurance, or copy of the policy
declarations page,as proof of automobile liability insurance with a minimum liability limit
of$1,000,000.00 per occurrence combined single limit bodily injury and property damage.
If Contractor carries higher coverage limits, such limits shall be shown on the Certificate
of Insurance and Endorsements. The certificate or declaration page 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 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.
11.3 Professional Liability Insurance. Before this Contract is fully executed by the parties,
Contractor shall provide the City with a certificate of insurance as evidence of Professional
Errors and Omissions Liability Insurance with coverage of at least $1,000,000.00 per
occurrence and an annual aggregate limit of at least $1,000,000.00. The certificate shall
clearly state who the provider is,the amount of coverage,the policy number,and when the
policy and provisions provided are in effect. The insurance shall be with an insurance
company or companies rated A-VII or higher in Best's Guide. If the policy is on a claims
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Professional Services Contract Between
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made basis, the retroactive date of the insurance policy shall be on or before the inception
date of the Contract. The insurance coverage shall remain in effect during the term of this
Contract and for a minimum of three years following the termination of this Contract.
Section 12. Changes
12.1 The 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).
12.2 If any change under paragraph 12.1 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 Contractor for such change. If any change
under paragraph 12.1 results in a 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 entitled to any reallocation of cost, profit
or overhead.
12.3 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 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 13. Termination
13.1 The City may, by giving the Contractor thirty 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 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.
13.2 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 so 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
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Professional Services Contract Between
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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 his best efforts to minimize the compensation payable under this Contract in the
event of such termination.
13.3 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 cancellation, such termination or cancellation shall be deemed to have been
a termination by the City pursuant to paragraph 13.1 and the rights of the parties shall be
determined accordingly.
Section 14. Miscellaneous
14.1 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.
14.2 No Conflict of Interest. Contractor represents that he and/or his 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 he will not hire anyone or any entity having such a conflict of interest during
the performance of this Contract.
14.3 No Insurance. It is understood that the City does not maintain liability insurance for
Contractor and/or his employees.
14.4 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.
14.5 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
subjects covered herein. No changes 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.
14.6 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 AND TO: Connie Mendoza
City of Yakima Human Resources Director
City Hall—First Floor City of Yakima
129 North Second Street City Hall—First Floor
Yakima, WA 98901 129 North Second Street
Yakima, WA 98901
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Professional Services Contract Between
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TO CONTRACTOR: Jon F. Walters, Jr.
President
20818 44th Ave W, Suite 160
Lynnwood, WA 98036
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 days after the date of mailing to the addresses specified above.
14.7 Governing Law. This Contract shall be governed by and construed in accordance with the
laws of the State of Washington.
14.8 Venue. The venue for any action to enforce or interpret this Contract shall lie in the
Superior Court of Washington for Yakima County, Washington.
CITY OF YAKIMA PST INVE TI A IO
By r By
Robert Harrison, City Manager Jon F alters, Jr
Date: 1. , ) .3.__ Date: .
ATTEST:, &An, V=7 ‘‘‘t
By �! OcO * \
City Clerk z
City Contract No. 2022- I y 7
N,
STATE OF WASHINGTON )
) ss.
COUNTY OF 01•IV--i.4 N )
I hereby certify that I know or have satisfactory evidence that Jon F. Walters, Jr. is the
person who appeared before me,and said person acknowledged that he signed this instrument,and
on oath stated that he was authorized to execute the instrument and acknowledged it to be the free
and voluntary act of such party for the uses and purposes mentioned in the instrument.
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Professional Services Contract Between
City of Yakima and PST Investigations
DATED this 5-1A day of 411A f({ , 2022.
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Professional Services Contract Between
City of Yakima and PST Investigations