HomeMy WebLinkAboutAddy Logsdon Consulting - Professional Service Agreement for Consultant Services to Deliver a Feasibility Study for Eastside Community Pool Capital Campaign ProjectPROFESSIONAL SERVICES AGREEMENT
FOR
CONSULTANT SERVICES TO DELIVER A FEASIBILITY STUDY
FOR
EASTSIDE COMMUNITY POOL CAPITAL CAMPAIGN PROJECT
THIS PROFESSIONAL SERVICES AGREEMENT, entered into on the date of last execution, and effective February 1, 2023,
between the City of Yakima, a Washington municipal corporation (City"), and ADDY LOGSDON CONSULTING, a sole
proprietorship ("Contractor').
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 the creation of a capital campaign for the eastside community pool, on behalf of the
City. The Services Contractor agrees to perform are described in Exhibit "A," Scope of Work, attached hereto
and fully incorporated herein.
b. Contractor represents that it has available, and offers to provide, 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 the Agreement.
c. Additional Services: City and Contractor agree that it is a possibility that not all Services to be performed by
Contractor can be defined in detail at the time this Agreement is executed, and that additional services, related
to the Services outlined in 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 satisfacotry
manner, delete any portions of work completed, or request that Contractor perform additional Services beyond
the scope of the Services outlined in Exhibit A. Such changes hereafter may be referred to as Additional
Services.
i. If Additional Services cause an increase or decrease in the Contractors 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.
ii. Compensation for each such request for Additional Services shall be negotiated by the City and Contractor,
and if so authorized, shall be consdered part of the Services. The Contractor shall not perform any
Additional Services until so authorized by the City and agreed to by the Contractor in writing.
2. Compensation
The City agrees to pay the Contractor as follows:
a. Four Thousand Five Hundred and 00/100ths dollars ($4,500.00) for the month of February, 2023.
b. Three Thousand and 00/100ths dollars ($3,000.00) for the months of March, April, May, and June, 2023.
c. Five Thousand and 00/100ths dollars ($5,000.00) for the month of July, 2023.
These rates are inclusive of all costs related to completing the Services. Payment shall be on a reimbursement basis, with
invoicing to the City at the end of each month. City shall strive to pay invoices within thirty (30) days of receipt.
3. Contract Term
The period of this Agreement shall be for a period of six months, beginning on Feburary 1, 2023 and ending on July 31, 2023.
4. Agency Relationship between City and Contractor
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Contractor shall, at all times, be an independent Contractor and not an agent or representative of City 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, or on, behalf of City.
5. Successors and Assigns
a. Neither the City, nor the Contractor, shall assign, transfer, or encumber any rights, duties, or interests accruing
from this Agreement without the prior written consent of the other.
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 Services 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 Agreement, 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 Agreement as may be requested by the City. Until the expiration of six (6) years after final payment of
the compensation payable under this Agreement, 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 Agreement.
c. All records relating to Contractor's Services under this Agreement 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 Agreement 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 Agreement.
8. Work Made for Hire
All work the Contractor performs under this Agreement 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 Agreement. On completion or termination of the Agreement, the
Contractor shall deliver these materials to the City.
9. Compliance with Law
Contractor agrees to perform all Services under and pursuant to this Agreement 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 procure and have all applicable and necessary permits,
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licenses and approvals of any federal, state, and local government or governmental authority for the Services, pay all charges
and fees, and give all notices necessary and incidental to the due and lawful execution of the work.
Contractor shall procure and have all applicable and necessary permits, licenses and approvals of any federal, state, and
local government or governmental authority for the Services, pay all charges and fees, and give all notices necessary and
incidental to the due and lawful execution of the work.
a. Procurement of a City Business License. Contractor must procure a City of Yakima 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 85 RCW.
c. Contractor must provide proof of a valid Washington Unified Business Identification (UBI) number. Contractor
must have a current UBI number and not be disqualified from bidding on any public works contract under RCW
39.06.101 or 36.12.065(3).
d. Contractor must provide proof of a valid Washington Employment Security Department number as required by
Title 50 RCW.
e. Foreign (Non -Washington) Corporations: Although the City does not require foreign corporate proposers to
qualify in the City, County or State 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 is made, prior to conducting any business in the City.
10. Nondiscrimination Provision
During the performance of this Agreement, the Contractor agrees as follows:
The Contractor shall not discriminate against any person on the grounds of race, 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 seq.).
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.
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.
11. 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 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
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a. Contractor shall take all necessary precautions in performing the Services to prevent injury to persons or
property. 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 claims caused by the City's sole negligence.
b. Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any
immunity that may be granted to it under the 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 of liability for damages arising out of bodily injury to persons or damages to 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 Agreement shall be construed to create a liability or a right of
indemnification in any third party.
e. The terms of this Section shall survive any expiration or termination of this Agreement.
13. Contractor's Liability Insurance
At all times during performance of the Services and this Agreement, Contractor shall secure and maintain in effect insurance
to protect the City and Contractor from and against any and all claims, damages, losses, and expenses arising out of or
resulting from the performance of this Agreement. 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.
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 of insurance shall be provided to the City, prior to commencement of work.
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.
The following insurance is required:
a. Commercial Liability Insurance
Before this Contract is fully executed by the parties, Contractor shall provide the City with a certificate of insurance and
additional insured endorsements as proof of commercial 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
($2,000,000.00) general aggregate. If Contractor carries higher coverage limits, such limits shall be shown on the Certificate
of Insurance 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 be in effect
for the duration of this Agreement. The certificate of insurance and additional insured endorsements shall name the City of
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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-VII 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 Agreement is fully executed by the parties, Contractor shall provide the City with a certificate of insurance as proof
of automobile liability insurance with a minimum liability limit of Two Million Dollars ($2,000,000.00) per occurrence. If
Contractor carries higher coverage limits, such limits shall be shown on the Certificate of Insurance 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 be in effect for the duration of this Agreement.
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 or change the insurance without first giving the City prior written notice. 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. 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 less 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 Agreement. Contractor agrees to assume
full liability for all claims arising from this Agreement 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 Agreement.
Contractor's insurance coverage shall be primary insurance with respect to those who are Additional Insureds under this
Agreement. 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.
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If at any time during the life of the Agreement, 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 to maintain the required insurance
may be sufficient cause for the City to terminate the Agreement.
14. Severability
If any term or condition of this Agreement 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 Agreement are declared severable.
15. Termination
Termination for Cause:
In the event the Contractor breaches this Agreement, the City may terminate the Agreement at its sole discretion in such
event that it provides the Contractor with written notice of Contractor's breach and the Contractor fails to cure its breach within
15 days of this notice.
In the event of the City breaches this Agreement, the Contractor may terminate the Agreement at its sole discretion in such
event that it provides the City with written notice of City's breach and the City failes to cure its breach of the Agreement within
30 days of this notice.
The following represents a non-exclusive, illustrative list of instances that shall be considered a breach by the Contractor:
a. Defaults on an obligation under the Agreement;
b. Fails to perform any material obligation required under the Agreement;
c. Files a petition in bankruptcy, becomes insolvent, or otherwise takes action to dissolve as a legal entity;
d. Allows any final judgment not to be satisfied or a lien not to be disputed after a legally -imposed, 30-day notice;
e. Makes an assignment for the benefit of creditors;
f. Fails to follow the sales and use tax certification requirements of the State of Washington;
g. Incurs a delinquent Washington tax liability;
h. Becomes a State or Federally debarred Contractor;
i. Is excluded from federal procurement and non -procurement contracts;
j. Fails to maintain and keep in force all required insurance, permits and licenses as provided in the Agreement;
k. Fails to maintain the confidentiality of the City information that is considered to be Confidential Information,
proprietary, or containing Personally Identifiable Information; or
I. Contractor performance threatens the health or safety of a City, County or municipal employee.
Termination for Convenience:
The City may terminate the Agreement, without cause, by providing 15 days written notice of termination.
In the event of termination for convenience, the Contractor shall be entitled to receive compensation for any fees owed under
the Agreement. The Contractor shall also be compensated for partially completed services. In this event, compensation for
such partially completed services shall be pro rated to the effective date of the termination. 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 to the
Contractor requesting the refund.
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Change in Funding: In addition to the above termination provisions, if the funds upon which the City relied to establish this
Agreement are withdrawn, reduced, or limited, or if additional or modified conditions are placed on such funding, the City may
terminate this Agreement by providing at least five (5) business days written notice to the Contractor. The termination shall
be effective on the date specified in the notice of termination.
16. 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 aforementioned 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.
17. Contractor Shall Furnish
Except as otherwise specifically provided in this Agreement, Contractor shall furnish the following, all as the same may be
required to perform and provide the services in accordance with the terms of this Agreement: 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 Agreement are sometimes collectively referred to in this Contract as the "Services."
18. Complementary Provisions
All provisions of this Agreement 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 Agreement, 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 Agreement.
19. Invoices
The City will use its best efforts to pay each of Contractor's invoices within thirty (30) 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. The City will notify the Contractor promptly if any problems are noted with the
invoice. To insure prompt payment, each invoice should cite the City's contract number, detailed description of work, unit
and total price, discount term and include the Contractor's name and return remittance address.
Contractor will mail invoices to the City at the following address:
City of Yakima
Attn: Cally Price
129 N 2nd Street
Yakima, WA 98901
20. Prime Contractor
Contractor is the Prime Contractor hereunder. The Prime Contractor shall be the sole point of contact with regard to all
contractual matters arising hereunder, including the performance of Services and the payment of any and all charges resulting
from its contractual obligations.
21. Delegation of Professional Services
The services provided for herein shall be performed by Contractor, and no person other than regular associates or employees
of Contractor shall be engaged on such work or services. Contractor shall not (by contract, operation of law or otherwise)
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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 its responsibility to perform the services in accordance with this Agreement. 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 "Support").
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 it is, nor hold itself out as, an agent or representative of the
City. In no event shall Contractor be authorized to enter into any agreement or undertaking for or on behalf of the City.
Neither the Contractor nor any employee of the Contractor is entitled to any benefits that the City provides its employees.
The Contractor is solely responsible for payment of any 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 in
accordance with this Agreement. Subject to compliance with the requirements of this Agreement, Contractor shall perform
the services in accordance with its own methods.
22. Removal of Subcontractor
If dissatisfied with the background, performance, and/or general methodologies of any subcontractor, the City may request in
writing that the subcontractor be removed. The Contractor shall comply with this request at once and shall not employ the
subcontractor for any further work/services under this Agreement.
23. Taxes and Assessments
Contractor shall be solely 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 Agreement. In the
event the City is assessed a tax or assessment as a result of this Agreement, Contractor shall pay the same before it becomes
due.
24. Contractor Tax Delinquency
Contractors who have a delinquent Washington tax liability may have their payments offset by the State of Washington.
25. Inspection: Examination of Records
In addition to any reports required by the Scope of Work, 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 by this 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 Agreement, 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.
26. Recordkeeping and Record Retention
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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 to audit, review, examine, copy, and transcribe any pertinent records or documents relating to
any contract resulting from this proposal held by the Contractor. 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.
27. 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 Agreement, and all related and necessary actions taken in fulfillment of the obligations there
under. Contractor shall hold all Confidential Information in confidence, and 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 Agreement and who have
been apprised of, and agree to maintain, the confidential nature of such information in accordance with the terms of this
Agreement.
Contractor shall institute and maintain such security procedures as are commercially reasonable to maintain the confidentiality
of the Confidential Information while in its possession or control including transportation, whether physically or electronically.
Contractor shall ensure that all indications of confidentiality contained on or included in any item of Confidential Information
shall be reproduced by Contractor 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 of the 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 Agreement, and shall return 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.
28. Suspension of Work
The City may suspend, in writing by certified mail, all or a portion of the Services under this Agreement if unforeseen
circumstances beyond the City's control are interfering with normal progress of the Services. The Contractor may suspend,
in writing by certified mail, all or a portion of the Services under this Agreement if unforeseen circumstances beyond
Contractor's control are interfering with normal progress of the Services. The Contractor may suspend Services in the event
the City does not pay invoices when due, except where otherwise provided by this Agreement. The time for completion of
the Services shall be extended by the number of days the Services are 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
the Services in accordance with Section 15.
29. Provision of Services
The Contractor shall provide the services set forth herein with all due skill, 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 of the services performed on the City
premises at any 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 Agreement 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
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as the City specifies. This remedy shall be in addition to any other remedies available to the City by law or in
equity.
b. The Contractor shall be solely responsible for controlling the manner and means by which it and its Contracted
Personnel or its subcontractors perform the services, and the Contractor shall observe, abide by, and perform
all of its obligations in accordance with all legal requirements and City work rules.
30. 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.
31. No Conflict of Interest
Contractor represents that it or its 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 Agreement. Contractor further covenants
that it will not hire anyone or any entity having such a conflict of interest during the performance of this Agreement.
32. 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 or portions of this
Agreement shall remain in full force and effect.
33. Promotional Advertising / News Releases
Reference to or use of the City, any of its departments, agencies or other subunits, or any official or employee 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 of the
contracting agency.
34. Time is of the Essence
Timely provision of the services required under this Agreement shall be of the essence of the Agreement, including the
provision of the services within the time agreed or on a date specified herein.
35. Facility Security
The City may prohibit entry to any secure facility, or remove from the facility, an Agreement employee who does 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.
36. Waiver of Breach
A waiver by either party hereto of a breach of the other party hereto of any covenant or condition of this Agreement 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 Agreement, 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.
37. Integration
This Agreement, including the Scope of Work, represents the entire understanding of the City and Contractor as to those
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.
Page 10 of 14
38. Force Majeure
Contractor will not be responsible for delays in delivery due to acts of God, fire, strikes, epidemics, pandemics, war, riot, delay
in transportation or railcar transport shortages, provided Contractor notifies the City immediately in writing of such pending or
actual delay. Normally, in the event or any such delays (acts of God, etc.) the date of delivery will be extended for a period
equal to the time lost due to the reason for delay.
39. Governing Law
This Agreement shall be govemed by and construed in accordance with the laws of the State of Washington.
40. Venue
The venue for any judicial action to enforce or interpret this Agreement shall lie in a court of competent jurisdiction in Yakima
County, Washington.
41. Authority
The person executing this Agreement, on behalf of Contractor, represents and warrants that he/she has been fully authorized
by Contractor to execute this Agreement on its behalf and to legally bind Contractor to all the terms, performances and
provisions of this Agreement.
42. Notice of Change in Financial Condition
If, during the Agreement Term, the Contractor experiences a change in its financial condition that may affect its ability to
perform under the Agreement, or experiences a change of ownership or control, the Contractor shall immediately notify the
City in writing. Failure to notify the City of such a change in financial condition or change of ownership or control shall be
sufficient grounds for Agreement termination.
43. Change or Notice
Any alterations, including changes to the nature of the service, made to the Agreement shall be rendered in writing 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 be
made.
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 City 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 Agreement.
The City shall have the right to renegotiate the terms and conditions of this Agreement to the extent required to accommodate
a change in goveming law 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 of the Agreement
impossible, patently unreasonable, or unnecessary. Notices and demands under and related to this Agreement shall be in
writing and sent to the parties at their addresses as follows:
TO CITY:
Bob Harrison
City Manager
City of Yakima
129 North 2nd Street
Yakima WA, 98901
COPY TO:
Cally Price
Assistant to the City Manager
City of Yakima
129 North 2nd Street
Yakima, WA 98901
Page 11 of 14
TO CONTRACTOR:
44. Survival
The foregoing sections of this Contract, 1-44 inclusive, shall survive the expiration or termination of this Agreement in
accordance with their terms.
IN WITNESS WHEREOF, the parties hereto execute this Agreement as of the day and year first above written.
CITY OF YAKIMA
City Manager
Date:
CITY CONTRACT NO^
RESOLUTION NO'
Attest:
City Clerk
ADDY LOGSDON CONSULTING
Date: • 5 ao a 3
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Page 12 of 14
EXHIBIT A
Scope of Work
ADDY LOGSDON CONSULTING
Scope of Work
to be Performed by Addy Logsdon Consulting
for City of Yakima
Delivery of a customized feasibility study for the
East Side Community Pool Capital Campaign Project
A capital campaign feasibilihj study is a way of testing your plan and goals for an upcoming capital
campaign by asking the advice and opinions of your largest donors and other community leaders. Their
collective advice will help determine whether your case for support and financial goals are realistic and
feasible.
D Consultant will work with key city staff to create a feasibility committee with community
volunteers (2-4 people). The committee will have input on the feasibility questionnaire, donors to
approach, marketing materials, and timeline.
D Consultant will work with key city staff and community volunteers to draft or review the
following materials:
o Campaign Case Statement: a concise statement that clearly explains what community need
your organization seeks to meet, how you plan to meet that need, and what you could
achieve with the funds you seek to raise.
o Feasibility donor prospect questionnaire.
o Campaign timeline: aligning your fundraising need with already executed and developing
plans.
o Consultant will review and audit campaign collateral/marketing materials that explain the
project to potential donors.
Deliverables
D Consultant will meet with key potential donors who have both capacity and historical interest in
Page 13 of 14
similar projects.
o Conduct in-depth interviews with donors about their interest and capacity for this
specific project.
• Two potential 7-figure donors
• Five potential 6-figure donors
• Ten potential 5-figure donors
Consultant will deliver to the committee a summary of findings from the interviews with
prospective donors as well as advice on next steps by July 31, 2023.
Page 14 of 14
STATE OF
VA'ASfi40,;(d ON,
Soie Proprietorship
JENNIFER LOGSDON
ADDY LOGSDON CONSULTING
2206 S 52ND AVE
YAKIMA, WA 98903-1068
TAX REGISTRATION - ACTIVE
REGISTERED TRADE NAMES:
ADDY LOGSDON CONSULTING
UBI: 603584692 001 0001
JENNIFER LOGSDON
ADDY LOGSDON CONSULTING
2206 S 52ND AVE
YAKIMA, WA 98903-1068
SINE SS Id C N S E
TAX REGISTRATION - ACTIVE
Unified Business ID #: 603584692
Business ID #: 001
Location: 0001
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603584692-001-0002
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Status
ity or State Endorsements
First Issuance Expiration
Yakima General Business - N Active Feb-01-2023 Feb-29-2024
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