HomeMy WebLinkAboutFederici, Nick - Professional Services Agreement for Consultant ServicesPROFESSIONAL SERVICES AGREEMENT
FOR
CONSULTANT SERVICES
THIS PROFESSIONAL SERVICES AGREEMENT, entered into this ( day of',a u�between the
City of Yakima, a Washington municipal corporation ("City") with its principal office at 129 North Second Street,
Yakima, Washington, 98901, and NICK FEDERICI, ("Contractor") whose principal offices are located at 2714
North Alder Street, Tacoma, Washington 98407.
WITNESSETH: The parties, in consideration of the terms and conditions herein, do hereby covenant and agree
as follows:
1. Statement of Work
a. The minimum services (hereinafter referred to as "Services") that the Contractor will provide include
services and consultation regarding Washington State Legislative and Administrative Advocacy Services, and
related services, on behalf of the City of Yakima. The Services Contractor agrees to perform are described in
Exhibit "A" attached hereto and fully incorporated herein.
b. Contractor represents that it has available, and offers to proivde, personnel with knowledge and
experience necessary to satisfactorily accomplish the SERVICES within the required time and that it has no
conflicts of interest prohibited by law from entering into this Agreement.
c. Additional Services: City and Contractor agree that not all Services to be performd by Contractor can be
defined in detail at the time this Agreement is executed, and that additional services, related to the Services
outlinedin Exhibit A, may be needed during performance of this Agreement. City may, at any time by written
order, direct the Contractor to revise portions of work previously completed in a satisfactory manner, delete
portions of any work cmpleted, or request that the Contractor perform additional Services beyond the scope of
the Services outlined in Exhibit A. Such changes hereafter may be referred to as Additional Services.
1. If Additional Services cause an increase or decrease in the Contractor'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. Compensation for each such request for Additional Services shall be negotiated by the City and
Contractor, and if so authorized, shall be considered part of the Services. The Contractor shall not perform and
Additional Services until so authorized by the City and agreed to by the Contractor in writing.
2. Compensation
a. Compensation on a time spent basis. For the Services described in Exhibit A, compensation shall be
Three Thousand Dollars ($3,000.00) per month, plus reimbursement for direct non -salary expenses.
1. Direct Non -Salary Expenses. Direct non -salary expesnes are those costs incurred on or directly for
the Services including, but not limited to, necessary transportation costs, including current rates for Contractor's
vehicle; meals and lodging; printing, binding and reproduction charges; all costs associated with other outside
nonprofessional service sand facilities; and other similar costs. Reimbursement for direct non -salary expenses
will be on the basis of actual charges and on the basis of current rates hwen furnished by Contractor.
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Z. Travel costs, including transporataion, lodging, meals and incidental expenses incurrec by Contractor
in connection with the Services will be provided, as follows:
i 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 Services. Contractor, whenever possible, will use the least expensive form of ground
transportation.
ii Reimbursement for meals inclusive of tips shall not exceed a maximum of forty dollars
($40.00) per day per person. This rate may be adjusted on a yearly basis.
iiiAccommodation shall be atareasonably priced hotel/motei
iv. Air travel shall be by coach class, and shall be used only when absolutely necessary.
3. Telephone charges, computer charges, in-house reproduction charges, first class postage and FAX
charges are not included in the direct expense costs but will be paid if billing rates sheet is provided by
Contractor at the time of entry into this Contract. Such rate sheet may be updated no more often than once
per calendar year upon 30 days notice to City of the billing rate changes and provision of the rate sheet to the
b. Unless specifically authorized inwriting by the City, the total annual budgetary cost for the Services of
Contractor shall not exceed Thirty+SixThousand Dollars ($36,000)plus reimbursement for direct non -salary
expenses. The Contractor will make reasonable efforts to complete the Services within budget and will keep
the City informed of progress toward that end so that the budget or Services effort can be adjusted if found
necessary. The Contractor is not obligated to incur costs beyond the indicated budget, as may be adjusted, nor
is the City obligated to pay the Contractor beyond these limits. When any budget has been increased, the
Contractor's excess costs expended prior to such increase will be allowable in 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.
3. Contract Term
The period of this Contract shall be for a period of two Q\ years from its effective date. The City may, at its
option, extend the Contract on a year to year basis for up to four(4) additional years. Contract extensions shall
be automatic, and shall go into effect without written confirmation, unless the City provides advance notice of
the intention tonot renew.
4. Agency Relationship between City and Contractor
Contractor shall, at all times, be an independent Contractor and not an agent or representative ofCity with
regard to performance of the Services. Contractor shall not represent that it is, or hold itself out as, an agent
or representative of City. In no event shall Contractor be authorized to enter into any agreement or undertaking
for, oron, behalf ofCity.
G. Successors and Assigns
a. Neither the City, nor the Contractor, shall assign transfer, orencumber any rights duties, or
interests accruing from this Contract without the prior written consent of the other.
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b. The Contractor for himself, and for his heirs, executors, administrators, successors, and assigns,
does hereby agree to the full performance of all the covenants herein contained upon the part of
the Contractor.
6. Property Rights
All records or papers of any sort relating to the City and to the project will at all times be the property of the
City and shall be surrendered to the City upon demand. All information concerning the City and said Services
which is not otherwise a matter of public record or required by law to be made public, is confidential, and the
Contractor will not, in whole or part, now or at any time disclose that information without the express written
consent of the City.
7. Inspection and Production of Records
a. 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 shall provide the City sufficient, safe, and
proper facilities, and/or send copies of the requested documents to the City. Contractor's records
relating to the Services will be provided to the City upon the City's request.
b. 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 six (6) years
after final payment of the compensation payable under this Contract, or for a longer period if
required by law or by the Washington 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.
c. 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 records. They must be produced to third
parties, if required pursuant to the Washington State 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 Secretary of State's records
retention schedule.
d. The terms of this section shall survive any expiration or termination of this Contract.
8. Work Made for Hire
All work the Contractor performs under this Contract shall be considered work made for hire, and shall be the
property of the City. The City shall own any and all data, documents, plans, copyrights, specifications, working
papers, and any other materials the Contractor produces in connection with this Contract. On completion or
termination of the Contract, the Contractor shall deliver these materials to the City.
9. Compliance with Law
Contractor agrees to perform all Services under and pursuant to this Contract in full compliance with any and
all applicable laws, rules, and regulations adopted or promulgated by any governmental agency or regulatory
body, whether federal, state, local, or otherwise, including policies adopted by the City, as those laws,
ordinances, rules, regulations, and policies now exist or may hereafter be amended or enacted. Contractor shall
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procure and have all applicable and necessary permits, licenses and approvals nfany federal, state, and local
government or governmental authority or this project, pay all charges and fees, and give all notices necessary
and incidental tothe due and lawful execution ofthe work.
Contractor shall procure and have all applicable and necessary permits, licenses and approvals of any federal,
state, and local government or governmental authority or this project pay all charges and fees, and give all
notices necessary and incidental to the due and lawful execution of the work.
a. Procurement ofaCity Business License. Contractor must procure oCity ofYakima Business License
and pay all charges, fees, and taxes associated with said license.
b. Contractor must provide proof of a valid Washington department of Revenue state excise tax
registration number, as required in Title 82 RCW.
c. Contractor must provide proof of a valid Washington Unified Business Identification (UBI) number.
Contractor must have a current U8| number and not bedisqualified from bidding on any public
works contract under RCVV39.O6.1D1or36.11O6S(3).
d. Contractor must provide proof of a valid Washington Employment Security Department number as
required by Title 50 RCW.
e. Although the City does not require foreign corporate
proposers to qualify in the City, County orState prior to submitting a proposal, it is specifically
understood and agreed that any such corporation will promptly take all necessary measures to
become authorized to conduct business in the City of Yakima, at their own expense, without regard
to whether such corporation is actually awarded the contract, and in the event that the award in
made, prior 1mconducting any business inthe City.
10. Nondiscrimination Provision
During the performance of this Contract, the Contractor agrees asfollows:
The Contractor shall not discriminate against any person onthe grounds ofrace, creed, color, religion, national
origin, sex, age, marital status, sexual orientation, gender identity, pregnancy, veteran's status, political
affiliation or belief, or the presence of any sensory, mental or physical handicap in violation of the Washington
State Law Against Discrimination (RCW chapter 49.60) or the Americans with Disabilities Act (42 USC 12101 et
This provision shall include but not belimited tothe following: employment, upgrading, demotion, transfer,
recruitment advertising, layoff ortermination, rates of pay or other forms of compensation, selection for
training, and the provision of Services under this Agreement.
In the event of the Contractor's noncompliance with the non-discrimination clause of this contract or with any
such rules, regulations, or orders, this Contract may be cancelled, terminated, or suspended in whole or in part
and the Contractor may be declared ineligible for any future City contracts.
12. Pay Transparency Nondiscrimination Provision:
The Contractor will not discharge or in any other manner discriminate against employees or applicants because
they have inquired about, discussed, or disclosed their own pay or the pay of another employee or applicant.
However, employees who have access to the compensation information of other employees or applicants as a
part of their essential job functions cannot disclose the pay of other employees or applicants to individuals who
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do not otherwise have access to compensation information, unless the disclosure is (a) in response to a formal
complaint or charge, (b) in furtherance of an investigation, proceeding, hearing, or action, including an
investigation conducted by the employer, or /c\ consistent with the contractor's legal duty to furnish
information.
12.Indemnification and Hold Harmless
a. Contractor shall take all necessary precautions in performing the Services to prevent injury to
persons mrproperty. The Contractor agrees to release, indemnify, defend, and hold harmless the
City, its elected and appointed officials, officers, employees, agents, representatives, insurers,
attorneys, and volunteers from all liabilities, losses, damages, and expenses related to all claims,
suits, arbitration actions, investigations, and regulatory or other governmental proceedings arising
from or in connection with this Agreement or the acts, failures to act, errors or omissions of the
Contractor, or any Contractor's agent or subcontractor, in performance of this Agreement, except
for deirns caused by the City's sole negligence. The City'a right to indemnification includes
attorney's fees costs associated with establishing the right to indemnification hereunder in favor of
the City.
b. Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor
waives any immunity that may be granted to it underthe Washington State industrial insurance act,
Title 51 RCW, solely for the purposes of this indemnification. Contractor's indemnification shall not
be limited in any way by any limitation on the amount of damages, compensation or benefits
payable to or by any third party under workers' compensation acts, disability benefit acts or any
other benefits acts or programs. Contractor shall require that its subcontractors, and anyone
directly or indirectly employed or hired by Contractor, and anyone for whose acts Contractor may
be liable in connection with its performance of this Agreement, comply with the terms of this
paragraph, waive any immunity granted under Title 51 RCW, and assume all potential liability for
actions brought by their respective employees. The Parties acknowledge that they have mutually
negotiated this waiver.
c, Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115,
then, in the event ofliability for damages arising out of bodily injury to persons ordamages tn
property caused by or resulting from the concurrent negligence of the Contractor and the City, the
Contractor's liability, including the duty and cost to defend, shall be only to the extent of the
Contractor's negligence.
d. Nothing contained in this Section or this Contract shall be construed to create a liability or right
of indemnification in any third party.
e. The terms of this Section shall survive any expiration or termination of this Contract.
13. Contractor's Liability Insurance
Atall times during performance ofthe Services and this Contract, Contractor shall secure and maintain ineffect
insurance to protect the City and Contractor from and against any and all claims, damages, losses,and expenses
arising out oforresulting from the performance nfthis Contract. Contractor shall provide and maintain inforce
insurance in limits no less than that stated below, as applicable. The City reserves the right to require higher
limits should itdeem itnecessary inthe best interest ofthe public.
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Contractor shall provide a Certificate of Insurance to the City as evidence of coverage for each of the policies
and outlined herein. A copy of the additional insured endorsement attached to the policy shall be included with
the certificate. This Certificate ofinsurance shall beprovided tothe City, prior tocommencement mfwork.
Failure of City to demand such verification of coverage with these insurance requirements or failure of City to
identify a deficiency from the insurance documentation provided shall not be construed as a waiver of
Contractor's obligation to maintain such insurance.
Contractor's insurance coverage shall be primary insurance with respect tothose who are Additional Insureds
under this Contract. Any insurance, self-insurance or insurance pool coverage maintained by the City shall be
in excess of the Contractor's insurance and neither the City nor its insurance providers shall contribute to any
settlements, defense costs, or other payments made by Contractor's insurance,
If at anytime during the life of the Contract, or any extension, Contractor fails to maintain the required
insurance in full force and effect, all work under the contract shall be discontinued immediately. Any failure tV
maintain the required insurance may be sufficient cause for the City to terminate the Contract.
The following insurance is required:
a. Commercial Liability Insurance
Before this Contract is fully executed by the parties, Contractor shall provide the City with acertificate of
insurance and additional insured endorsements an proof ofcommercial liability insurance with a minimum
liability limit of Two Million Dollars ($2,000,000.00) per occurrence, combined single limit bodily injury and
property damage, and Two Million Dollars /$I,OOD,OOO.00\ general aggregate. If Contractor carries higher
coverage limits, such limits shall be shown onthe Certificate ofinsurance and Endorsements and the City, its
elected and appointed officials, employees, agents, attorneys and volunteers shall be named as additional
insureds for such higher limits. 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 beineffect for the
duration of this Contract. The certificate ofinsurance and additional insured endorsements shall name the City
of Yakima, its elected and appointed officials, employees, agents, attorneys 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 prior written notice. The insurance shall be with an insurance company or companies rated A-V|| or
higher in Best's Guide and admitted in the State of Washington. The requirements contained herein, as well as
City of Yakima's review or acceptance of insurance maintained by Contractor is not intended to and shall not in
any manner limit or qualify the liabilities or obligations assumed by Contractor under this contract.
b. Automobile Liability insurance
Before this Contract is fully executed by the parties, Contractor shall provide the City with o certificate of
insurance as proof of automobile liability insurance with a minimum liability limit of Two Million Dollars
($2,OD0,0OO.OQ) per occurrence. If Contractor carries higher coverage limits, such limits shall be shown on the
Certificate ofInsurance and Endorsements and the City, its elected and appointed officials, employees, agents,
attorneys and volunteers shall be named as additional insureds for such higher limits. 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 beineffect for the duration ofthis Contract. The certificate of insurance
and additional insured endorsements shall name the City of Yakima, its elected and appointed officials,
employees, agents, attorneys and volunteers as additional insureds, and shall contain a clause that the insurer
will not cancel orchange the insurance without first giving the City prior written notice. The insurance shall be
with an insurance company orcompanies rated A-V|| or higher in 8est's Guide and admitted in the State of
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Washington. The requirements contained herein, as well as City of Yakima's review or acceptance of insurance
maintained by Contractor is not intended to and shall not in any manner limit or qualify the liabilities or
obligations assumed by Contractor under this contract. The business auto liability shall include Hired and Non -
Owned coverage if necessary.
c. Employer's Liability (Stop Gap)
Contractor and all subcontractor(s) shall at all times comply with all applicable workers' compensation,
occupational disease, and occupational health and safety laws, statutes, and regulations to the full extent
applicable, and shall maintain Employer's Liability insurance with a limit of no Tess than $1,000,000.00. The City
shall not be held responsible in any way for claims filed by Contractor or its employees for services performed
under the terms of this Contract. Contractor agrees to assume full liability for all claims arising from this
Contract including claims resulting from negligent acts of all subcontractor(s). Contractor is responsible to
ensure subcontractor(s) have insurance as needed. Failure of subcontractors(s) to comply with insurance
requirements does not limit Contractor's liability or responsibility.
d. Professional Liability
The Contractor shall provide evidence of Professional Liability insurance covering professional errors and
omissions. Contractor shall provide the City with a certificate of insurance as proof of professional liability
insurance with a 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. 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. If insurance is on a claims made form, its retroactive date, and
that of all subsequent renewals, shall be no later than the effective date of this Contract.
14. Severability
If any term or condition of this Contract or the application thereof to any person(s) or circumstances is held
invalid, such invalidity shall not affect other terms, conditions or applications which can be given effect without
the invalid term, condition or application. To this end, the terms and conditions of this Contract are declared
severable.
15. Contract Documents
This Contract represents the entire understanding of the City and Contractor as to the 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.
16. Termination
Either party may terminate the Contract, without cause, by providing 15 days written notice of termination.
In the event of termination, upon notice of termination, the Contractor shall promptly discontinue all services
affected (unless the notice directs otherwise), and deliver or otherwise make available to the City all originals
of information, documents and materials the Contractor or any subcontractors may have accumulated or
prepared in performing this Contract, whether completed or in progress, with the Contractor retaining copies
of the same.
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The Contractor shall be entitled to receive compensation for any fees owed under the Contract for Services
performed prior to termination. The Contractor shall also be compensated for partially completed services. In
this event, compensation for such partially completed services shall be no more than the percentage of
completion of the services requested' at the sole discretion of the City, multiplied by the corresponding
payment for completion of such services as set forth in the Contract. Alternatively, at the sole discretion of the
City, the Contractor may be compensated for the actual service hours provided. The City shall be entitled to a
refund for goods or services paid for but not received or implemented, such refund to be paid within 30 days of
written notice tothe Contractor requesting the refund.
Change in Funding: |naddition tothe above termination provisions, ifthe funds upon which the City relied to
establish this Contract are withdrawn, reduced, or limited, or if additional or modified conditions are placed on
such funding, the City may terminate this Contract byproviding atleast five business days written notice tothe
Contractor. The termination shall be effective on the date specified in the notice of termination.
17' Dispute Resolution
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. |fboth parties consent in
writing, other available means of dispute resolution may be implemented.
18'Contractor Shall Furnish
Except asotherwise specificallyprovidedinthis[ontract,ContractorahaUfunnishthefn|lovvng,aUasthesamne
may be required to perform and provide the services in accordance with the terms of this Contract: personnel,
labor, products and supervision; and technical, professional and other services. All such services, products,
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 sometime rn||emtke|y referred to in this
Contract as the "(Services)."
19. Complementary Provisions
All provisions of this Contract are intended to be complementary, and any services required by one and not
mentioned inanother shall beperformed tothe same extent as though required by all. Details ofthe 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 port of the services, without any increase in the compensation
otherwise payable under this Contract.
20' Invoices
The City will use its best efforts to pay each of Contractor's invoices within thirty (30)days after the [ity'sreceipt
and verification thereof; provided, however, that all such payments are expressly conditioned upon Contractor
providing services hereunder that are satisfactory to the City. The City will notify the Contractor promptly if any
problems are noted with the invoice. To insure prompt payment, each invoice should cite purchase order
number, RFCiP number, detailed description of work, unit and total price, discount term and include the
Contractor's name and return remittance address.
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Contractor will mail invoices to the City at the following address:
City ofYakima
Attn: Ca|lyPrice
12SN2ndStreet
Yakima, WA 98901
Emai|'caUy.priue@yakinoawa.gov
21' Delegation mfProfessional Services
The services provided for herein shall be performed byContractor, and noperson other than regular associates
oremployees ofContractor shall beengaged onsuch work orservices. 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 bevoidable atthe Oty'soption.
Nodelegation ofsubcontracting ofperformance ofany of the services, with orwithout the City'sprior written
consent shall relieve Contractor ofits responsibility to peMbnn the services in accordance with this Contract.
Contractor shall be fully responsible for the performance, acts and omissions of Contractor's employees,
Contractor's subcontractors, and any other person who performs or furnishes any services (collectively, the
Contractor shall at all times be an independent contractor and not an agent or representative of the City with
regard toperformance ofthe services. Contractor shall not represent that itis, nor hold itself out as, anagent
or representative of the City. In no event shall Contractor be authorized to enter into any agreement or
undertaking for oronbehalf ofthe City. Neither the Contractor nor any employee mfthe Contractor isentitled
toany benefits that the City provides its employees. The Contractor iusolely responsible for payment ofany
statutory workers compensation or employer's liability insurance as required by state law. The Contractor will
have an active account with the Department of Revenue, other state agencies as needed, and a separate set of
books or records that reflect all items of income and expenses of the business that the Contractor is conducting.
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 inaccordance with this Contract. Subject tmcompliance with the requirements ofthis Contract,
Contractor shall perform the services in accordance with its own methods.
22' Licenses
If applicable, Contractor shall have a valid and current business license per Chapter 5.02 Section 5.02.010 of the
Yakima Municipal Code covering this type of business and shall satisfy all applicable City Code provisions. Said
license shall be obtained prior to the award ofany contract. Inquiries as to fees, etc, should be made to the
Office of Code Administration, telephone (509) 575-6121.
In addition, and if applicable, Contractors are required to be registered by the State per Chapter 18.27 of the
Revised Code of Washington and their registration number must be listed on the bid/RFP/quote.
Contractor shall take all reasonable precautions to protect against any bodily injury(indudingdeath)orproperty
damage that may occur in connection with the services.
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23, Removal of Subcontractor
If dissatisfied with the background, performance, and/or general methodologies of any subcontractor, the City
may request inwriting that the subcontractor beremoved. The Contractor shall comply with this request at
once and shall not employ the subcontractor for any further work/services under this Contract.
24. Taxes and Assessments
Contractor shall besolely responsible for and shall pay all taxes, deductions, and assessments, 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.
The City and its agencies are exempt from payment of all federal excise taxes but not sales tax (cunentk/ at
8.396). Tax will not be considered in determining which proposal is the lowest or best,however RCVV39.3O.04O
allows the City totake any sales tax and B&O tax that is will receive from purchasing supplies, materials and
equipment within its boundaries into consideration when determining the lowest responsible Proposer.
25' Contractor Tax Delinquency
Contractors who have adelinquent Washington tax liability may have their payments offset by the State of
26. Inspection: Examination of Records
The Contractor agrees to furnish the City with reasonable periodic reports and documents as it may request and
in such form as the City requires pertaining to the work or services undertaken pursuant to this Agreement. The
costs and obligations incurred or to be incurred in connection therewith, and any other matter are to be covered
bythis Agreement.
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 Ot/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.
27' Rmmondkee;imgand Record Retention
The Contractor shall establish and maintain adequate records of all expenditures incurred under the contract.
All records must be kept in accordance with generally accepted accounting procedures. All procedures must be
in accordance with federal, state and local ordinances.
The City shall have the right tmaudit, review, examine, copy, and transcribe any pertinent records ordocuments
relating to any contract resulting from this proposal held by the [on1rautor. The Contractor will retain all
documents applicable to the contract for a period of not less than three (3) years after final payment is made.
28' Confidential, Proprietary and Personally Identifiable Information
Contractor shall not use Confidential, Proprietary or Personally Identifiable information of City for any purpose
other than the limited purposes set forth in this Contract, and all related and necessary actions taken in
fulfillment ofthe obligations there under. Contractor shall hold all Confidential Information inconfidence, and
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shall not disclose such Confidential Information to any persons other than those directors, officers, employees,
and agents ("Representatives") who have a business -related need to have access to such Confidential
Information in furtherance of the limited purposes of this Contract and who have been apprised of, and agree
tomaintain, the confidential nature ofsuch information inaccordance with the terms ofthis Contract.
Contractor shall institute and maintain such security procedures aaare commercially reasonable to maintain
the confidentiality of the Confidential Information while in its possession or control including transportation,
whether physically orelectronically.
Contractor shall ensure that all indications of confidentiality contained on or included in any item of Confidential
Information shall be reproduced bvContractor on any reproduction, modification, or translation of such
Confidential Information. If requested by the City in writing, Contractor shall make a reasonable effort to add
a proprietary notice or indication of confidentiality to any tangible materials within its possession that contain
Confidential Information ofthe City, as directed.
Contractor shall maintain all Confidential Information as confidential for a period of three (3) years from the
date of termination of this Contract, and shall return or destroy said Confidential Information as directed by the
City in writing.
Contractor may disclose Confidential Information in connection with a judicial or administrative proceeding to
the extent such disclosure is required under law or a court order, provided that the City shall be given prompt
written notice of such proceeding if giving such notice is legally permissible.
29'Suspension mf Work
The City may suspend, in writing by certified nei[ all or portion of the Service under this Agreement if
unforeseen circumstances beyond the Citv's control are interfering with normal progress of the Service. The
Contractor may suspend, in writing by certified mail, all or a portion of the Service under this Agreement if
unforeseen circumstances beyond Contractor's control are interfering with normal progress of the Service. The
Contractor may suspend Service on the Project in the event the City does not pay invoices when due, except
where otherwise provided bythis Agreement. The time for completion ofthe Service shall beextended bythe
number ofdays the Service issuspended. |fthe period ofsuspension exceeds ninety (9O)days, the terms ofthis
Agreement are subject to renegotiation, and both parties are granted the option toterminate the Service on
the suspended portion ofProject inaccordance with Section 16.
30' Provision mfServices
The Contractor shall provide the services set forth herein with all due sW|L care, and diligence, in accordance
with accepted industry practices, standards and legal requirements, and to the City 's satisfaction; the City
decision in that regard shall be final and conclusive. The City may inspect observe and examine the
performance ofthe services performed onthe City premises atany time. The City may inspect, observe and
examine the performance of Contractor's services at reasonable times, without notice, at any other premises.
a. If the City notifies the Contractor that any part of the services rendered are inadequate or in any
way differ from the Contract requirements for any reason, other than as a result of the City's default
or negligence, the Contractor shall, at its own expense, reschedule and perform the services
correctly within such reasonable time asthe City specifies. This remedy shall beinaddition toany
other remedies available tothe City bxlaw orinequity.
b. The Contractor shall besolely responsible for controlling the manner and means bywhich itand its
Contracted Personnel or its subcontractors perform the services, and the Contractor shall observe,
Page 11 of 15
abide by, and perform all of its obligations in accordance with all legal requirements and City work
rues.
31. Notice of Change in Financial Condition
If, during the Contract Term, the Contractor experiences achange inits financial condition that may affect its
ability to perform under the Contract, or experiences a change of ownership or control, the Contractor shall
immediately notify the City inwriting. Failure tonotify the City ofsuch achange infinancial condition orchange
ofownership orcontrol shall besufficient grounds for Contract termnination.
32. Assignment
This Contract, or any interest herein, orclaim hereunder, shall not beassigned ortransferred inwhole orinpart
by Contractor to any other person or entity without the prior written consent of the City. |nthe 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.
33. NmConflict ofInterest
Contractor represents that itorits employees 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 it will not hire anyone or any entity having such a conflict of interest during
the performance of this Contract.
34. Contract Preservation
If any provision of the Agreement, or the application of such provision, shall be rendered or declared invalid by
a court of competent jurisdiction, or by reason of its requiring any steps, actions or results, the remaining parts
orportions ofthis Agreement shall remain infull force and effect.
36. Pmonmmt|mna|Adwertising/ News Releases
Reference tonruse ofthe City, any ofits departments, agencies orother subunits, mrany official oremployee
for commercial promotion is prohibited. News releases pertaining to this procurement shall not be made
without prior approval of the City. Release of broadcast e-mails pertaining to this procurement shall not be
made without prior written authorization ofthe contracting agency.
36. Time ismf the Essence
Timely provision of the services required under this Contract shall be of the essence of the Contract, including
the provision of the services within the time agreed or on a date specified herein.
37. Access and Review of Contramto/mFaciVities
The City may visit and view any of the offices, premises, facilities and vehicles of the Contractor and/or
Contractor's Subcontractor upon request and reasonable notice during the term of the Contract and Contract
renewals/extensions.
38. Facility Security
The City may prohibit entry toany secure facility, orremove from the facility, aContract enmnknyeexvhodoes
not perform his/her duties in a professional manner, or who violates the secure facility's security rules and
procedures. The City reserves the right to search any person, property, or article entering its facilities.
Page 12 of 15
39. Waiver of Breach
A waiver by either party hereto ofabreach of the other party hereto ofany covenant orcondition of this
Contract shall not impair the right of the party not in default to avail itself of any subsequent breach thereof.
Leniency, delay or failure of either party to insist upon strict performance of any agreement, covenant or
condition of this Contract, or to exercise any right herein given in any one or more instances, shall not be
construed as a waiver or relinquishment of any such agreement, covenant, condition or right.
Contractor will not beresponsible for delays indelivery due 10acts ofGod, fire, strikes, epidemics, pandemics
war, riot, delay in transportation or railcar transport shortages provided Contractor notifies the City
immediately inwriting ofsuch pending oractual delay. Normally, inthe event orany such delays (acts ofGod,
etc.) the date of delivery will be extended for a period equal to the time lost due to the reason for delay.
41. Governing Law
This Contract shall be governed by and construed in accordance with the laws of the State of Washington.
42.Venue
The venue for anyjudicial action to enforce or interpret this Contract shall lie in a court of competent jurisdiction
in Yakima County, Washington.
43. Authority
The person executing this Contract, on behalf of Contractor, represents and warrants that he/she has been fully
authorized by Contractor to execute this Contract on its behalf and to legally bind Contractor to all the terms,
performances and provisions of this Contract.
44. Change or Notice
Any alterations, including changes tothe nature of the service, made tothe Contract shall berendered inwriting
and signed by both responsible parties; no changes without such signed documentation shall be valid. No
alterations outside of the general scope and intent of the original Request for Proposals or in excess of allowable
and accepted price changes shall bemade.
In no event shall the Contractor be paid or be entitled to payment for services that are not authorized herein or
any properly executed amendment.
Notice of Business Changes: Contractor shall notify the [by in writing within three (3) business days of any
change in ownership of the facilities of the Contractor or of the facilities of any subcontractor. The Contractor
shall notify the City in writing as soon as possible, and in no event later than three (3) business days, after any
decision by the Contractor to change or discontinue service that will affect services provided to the City under
this Contract.
The City shall have the right to renegotiate the terms and conditions of this Contract to the extent required to
accommodate a change in governing |axv or policy that, in the sole discretion of the City, either substantially
and unreasonably enlarges the Contractor's duties hereunder, or renders performance, enforcement or
compliance with the totality ofthe Contract impossible, patently unreasonable, or unnecessary. Notices and
demands under and related to this Contract shall be in writing and sent to the parties at their addresses aa
Page 13 of 15
~
TO CITY:
Bob Harrison
Ca|lyPrioe
City Manager's Office
City ofYakima
1I9North 2u " Street
Yakima WA, 989O1
46.Surwhua|
TO CONTRACTOR:
Nick Federici
2714North Alder Street
Tacoma, WA 98407
The foregoing sections of this Contract, 1-45inclusive, shall survivetheexpiration ortenninationof this Contract
inaccordance with their terms.
IN WITNESS WHEREOF, the parties hereto execute this Contract as of the day and year first above written.
CITY OF YAKIMA
City Manager
City Clerk
CITY CONTRACT 140, -tpZiT
RESOLUTION NO', ,
Date:
''041�-Vu
Page
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