HomeMy WebLinkAboutRobin L. Nielsen, PLLC - Professional Services Contract` PROFESSIONAL SERVICES CONTRACT
THIS PROFESSIONAL SERVICES CONTRACT is made and entered into by and
between the City of Yakima,a Washington municipal corporation(hereafter the"City"),and Robin
L. Nielsen, PLLC, a Washington professional limited liability company (hereafter the
"Contractor").
WHEREAS, the City of Yakima requires professional services for investigations for the
City of Yakima;
WHEREAS, the Contractor represents that she has the expertise necessary and is willing
to perform the professional services required by the City in accordance with the terms and
conditions of this Contract;
NOW, THEREFORE, in consideration of the mutual covenants, promises, and
agreements set forth herein, it is agreed by and between the City and Contractor as follows:
Section 1. Statement of Work
1.1 The professional services that the Contractor will provide are investigations relating to
employee and personnel matters.
1.2 Except as otherwise specifically provided in this Contract, Contractor shall furnish the
following, all as may be required to perform the services described in paragraph 1.1 in
accordance with this Contract: personnel, labor and supervision; and technical,
professional and other services. As appropriate, the Contractor may gather the facts and
pertinent evidence, interview witnesses, make findings, prepare written reports and may
testify about the process. All such services,property and other items furnished or required
to be furnished,together with all other obligations performed or required to be performed,
by Contractor under this Contract are sometimes collectively referred to in this Contract as
the"Services."
1.3 All provisions of this Contract are intended to be complementary, and any Services
required by one and not mentioned in another shall be performed to the same extent as
though required by all. Details of the Services that are not necessary to carry out the intent
of this Contract, but that are not expressly required, shall be performed or furnished by
Contractor as part of the Services, without any increase in the compensation otherwise
payable under this Contract.
Section 2. Period of Performance
2.1 The period of performance under this Contract will be three month, commencing on the
date on which this Agreement is signed by both parties. One additional extension of a three
(3) month term may be offered, at the option of the City, making the contract term a
maximum total of six months. In the event the City elects to extend the Contract for an
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additional three month term, the City shall provide written notice to the Contractor on or
before January 1, 2024. The additional three month term is subject to a mutually
satisfactory agreement between the parties, and is further subject to approval by the City
Manager.
Section 3. Compensation
3.1 As full compensation for satisfactory performance of the Services, the City shall pay
Contractor for her services at the rate of Two Hundred Fifty Dollars ($250.00) per hour,
with a maximum amount not to exceed Seven Thousand Five Hundred Dollars($7,500.00).
Extraordinary or unusual items will be discussed with the City before the expense is
incurred.
3.2 The Contractor shall bill the City on a monthly basis for Contractor's services. The City
of Yakima will use its best efforts pay each of Contractor's invoices within thirty days after
• the City's receipt and verification thereof; provided, however, that all such payments are
expressly conditioned upon Contractor providing services hereunder that are satisfactory
to the City.
3.3 Any additional service(s)provided by the Contractor which are to be paid by the City must
have prior written approval of the City.
Section 4. Performance by Contractor
4.1 Delegation of Professional Services. The services provided under this Contract shall be
performed by Contractor, and no person other than Contractor shall be engaged on such
work or services. Contractor shall not(by contract,operation of law or otherwise)delegate
or subcontract performance of any Services to any other person or entity without the prior
written consent of the City. Any such delegation or subcontracting without the City's prior
written consent shall be voidable at the City's option.
No delegation of subcontracting of performance of any of the Services,with or without the
City's prior written consent, shall relieve Contractor of Contractor's responsibility to
perform the Services in accordance with this Contract. Contractor shall be fully
responsible for the performance, acts and omissions of Contractor's employees, if any,
Contractor's subcontractors,and any other person who performs or furnishes any Services
(collectively,the"Support").
4.2 Contractor shall at all times be an independent contractor and not an agent or representative
of the City with regard to performance of the Services. Contractor shall not represent that
she is, nor hold herself 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.
4.3 Contractor shall perform the Services in a timely manner and in accordance with the
standards of the profession. At the time of performance, Contractor shall be properly
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Professional Services Contract
licensed, equipped, organized, and financed to perform the Services in accordance with
this Contract. Subject to compliance with the requirements of this Contract. Contractor
shall perform the Services in accordance with his own methods.
Section 5. Compliance with Laws
5.1 Contractor shall comply with all applicable laws, ordinances, rules, regulations. orders,
licenses,permits,and other requirements of any governmental authority, including,but not
limited to. a City of Yakima business license, and such requirements as may be imposed
upon the City and applicable to the Services. Contractor shall furnish such documents as
may be required to effect or evidence such compliance. All laws, ordinances, rules and
orders required to be incorporated in agreements of this character are incorporated in this
Contract by this reference.
Section 6. Taxes and Assessments
6.1 Contractor shall be solely responsible for and shall pay all taxes, deductions, and
assessments that Contractor is required to pay, including but not limited to federal income
tax, FICA, social security tax, assessments for unemployment and industrial injury
insurance, and other deductions from income which may be required by law or assessed
against either party as a result of this Contract. In the event the City is assessed a tax or
assessment as a result of this Contract, Contractor shall pay the same before it becomes
due.
Section 7. Nondiscrimination Provision
7.1 During the performance of this Contract, Contractor shall not discriminate in violation of
any applicable federal, state and/or local law or regulation on the basis of race, age, color,
sex,religion,national origin,creed,marital status,disability,honorably discharged veteran
or military status,pregnancy,sexual orientation,political affiliation,or the presence of any
sensory, mental or physical handicap,and any other classification protected under federal,
state, or local law. This provision shall include but not be limited to the following:
employment, upgrading, demotion, transfer, recruitment, advertising, layoff or
termination, rates of pay or other forms of compensation, selection for training, and the
provision of Services under this Contract.
7.2 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.
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Professional Services Contract
Section 8. Inspection, Production and Retention of Records
8.1 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.
8.2 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
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provide the City sufficient, safe, and proper facilities and equipment for such inspection
and free access to such facilities. Contractor's records relating to the Services will be
provided to the City upon the City's request.
8.3 Contractor shall promptly furnish the City with such information and records which are
related to the Services of this Contract as may be requested by the City. Until the expiration
of three years after final payment of the compensation payable under this Contract, or for
a longer period if required by law or by the Washington State Secretary of State's record
retention schedule,Contractor shall retain and provide the City access to(and the City shall
have the right to examine, audit and copy) all of Contractor's books, documents, papers
and records which are related to the Services performed by Contractor under this Contract.
If any litigation, claim, or audit is started before the expiration of the period for which
records are required to be retained under this Contract, the records shall be retained until
all litigation,claims, or audit findings involving the records have been resolved.
8.4 All records relating to Contractor's services under this Contract must be made available to
the City, and also produced to third parties, if required pursuant to the Washington Public
Records Act,Chapter 42.56 RCW or by law. All records relating to Contractor's services
under this Contract must be retained by Contractor for the minimum period of time required
pursuant to the Washington State Secretary of State's record retention schedule.
Section 9. Proper and Confidential Information
9.1 Contractor shall not, without the prior written consent of the City, disclose to third parties
any information received in connection with the Services unless:
(a) information is known to Contractor prior to receiving the same directly or indirectly
in connection with the Services;
(b) information is in the public domain at the time of disclosure by Contractor; or
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(c) information is received by Contractor from a third party who does not have an
obligation to keep the same confidential.
Section 10. Indemnification and Hold Harmless
10.1 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.
10.2 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.
10.3 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.
10.4 Nothing contained in this Section or this Contract shall be construed to create a liability or
a right of indemnification in any third party.
Section 11. Insurance Provided by Contractor
At all times during performance of the Services and this Contract, 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 Contract.
Contractor shall provide and maintain in force insurance in limits no less than that stated below,
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Professional Services Contract
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.
Contractor's insurance coverage shall be primary insurance with respect to those 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. All additional insured endorsements required by this Section shall include
an explicit waiver of subrogation.
If at any time 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 to maintain the required insurance may be sufficient cause for the City
to terminate the Contract.
The following insurance is required:
11.1 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 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 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.
11.2 Automobile Liability Insurance
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Professional Services Contract
Before this Contract is fully executed by the parties, Contractor shall provide the City with a
certificate of insurance as proof of automobile liability insurance 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 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 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.
11.3 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 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.
11.4 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.
Section 12. Changes
12.1 The City may, at any time by written notice thereof to Contractor, make changes in the
Services within the general scope of this Contract (including, but not limited to, additions
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to or deletions from any Services, suspension of performance and changes and location of
performance).
12.2 If any change under paragraph 12.1 causes a significant increase or decrease in the cost of
the time required for performance of the Services, an equitable adjustment in the
compensation and schedules under this Contract shall be negotiated to reflect such increase
or decrease, and this Contract shall be modified in writing accordingly. Such equitable
adjustment shall constitute full compensation to Contractor for such change. If any change
under paragraph 12.1 results in a decrease in the Services to be performed,Contractor shall
not be entitled to anticipated profit on Services not performed and the loss of anticipated
profit shall not reduce the decrease in compensation under this Contract resulting from
such exchange. Further, Contractor shall not be entitled to any reallocation of cost, profit
or overhead.
12.3 Notwithstanding any dispute or delay in arriving at a mutually acceptable equitable
adjustment under paragraph 12.2,Contractor shall immediately proceed with performance
of the Services as changed pursuant to paragraph 12.1. If Contractor intends to assert a
claim for equitable adjustment under paragraph 12.2, Contractor must, within thirty days
after Contractor's receipt of any notice under paragraph 12.1 that does not set forth an
acceptable adjustment, submit to the City a written statement of the basis and nature of the
adjustment claimed. Contractor shall not be entitled to any adjustment unless such written
statement is submitted by Contractor to the City within the applicable period.
Section 13. Termination
13.1 The City may, by giving the Contractor fifteen (15) calendar days written notice of
termination, terminate this Contract as to all or any portion of the Services not then
performed, whether or not Contractor is in breach or default, and with or without cause.
Upon receipt of any such notice of termination, Contractor shall, except as otherwise
directed by the City, immediately stop performance of the Services to the extent specified
in such notice. Contractor shall have the same termination rights as the City in Section 13.
13.2 In the event of termination pursuant to paragraph 13.1, an equitable adjustment shall be
made in the compensation payable to Contractor under this Contract, provided that such
compensation as so adjusted shall in no event exceed a percentage of the total
compensation otherwise payable under this Contract equal to the percentage of the Services
satisfactorily completed at the time of termination. Further,Contractor shall not be entitled
to any reallocation of cost,profit or overhead. Contractor shall not in any event be entitled
to anticipated profit on Services not performed on account of such termination. Contractor
shall use his best efforts to minimize the compensation payable under this Contract in the
event of such termination.
13.3 If the City purports to terminate or cancel all or any part of this Contract for Contractor's
breach or default when Contractor is not in breach or default which would permit such
termination or cancellation, such termination or cancellation shall be deemed to have been
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Professional Services Contract
a termination by the City pursuant to paragraph 13.1 and the rights of the parties shall be
determined accordingly.
Section 14. Miscellaneous
14.1 Assignment. This Contract,or any interest herein,or claim hereunder,shall not be assigned
or transferred in whole or in part by Contractor to any other person or entity without the
prior written consent of the City. In the event that such prior written consent to an
assignment is granted, then the assignee shall assume all duties, obligations,and liabilities
of Contractor stated herein.
14.2 No Conflict of Interest. Contractor represents that she and/or her employees,if any,do not
have any interest and shall not hereafter acquire any interest,direct or indirect,which would
conflict in any manner or degree with the performance of this Contract. Contractor further
covenants that he will not hire anyone or any entity having such a conflict of interest during
the performance of this Contract.
14.3 No Insurance. It is understood that the City does not maintain liability insurance for
Contractor and/or his employees.
14.4 Severability. If any portion of this Contract is changed per mutual agreement or any portion
is held invalid,the remainder of the Contract shall remain in full force and effect.
14.5 Integration. This written document constitutes the entire agreement between the City and
Contractor. There are no other oral or written Contracts between the parties as to the
subjects covered herein. No changes or additions to this Contract shall be valid or binding
upon either party unless such change or addition be in writing and executed by both parties.
14.6 Notices. Unless stated otherwise herein, all notices and demands shall be in writing and
sent or hand delivered to the parties to their addresses as follows:
TO CITY: City Manager
City of Yakima
City Hall —First Floor
129 North Second Street
Yakima, WA 98901
TO CONTRACTOR:
Robin L. Nielsen, PLLC
Workplace Consulting
1752 NW Market Street No. 908
Seattle, WA 98107
or to such other addresses as the parties may hereafter designate in writing. Notices and/or
demands shall be sent by registered or certified mail, postage prepaid, or hand delivered.
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Professional Services Contract
Such notices shall be deemed effective when hand delivered at the addresses specified
above, or three days after the date of mailing to the addresses specified above.
14.7 Governing Law. This Contract shall be governed by and construed in accordance with the
laws of the State of Washington.
14.8 Venue. The venue for any action to enforce or interpret this Contract shall lie in the
Superior Court of Washington for Yakima County, Washington.
CITY OF YAKIMA Robin L. Nielsen, PLLC
q, 0
Byg6-49- i/ By-
Robert �'-„'
Harrison, City ManagerRobin Nielsen, Member
Date: d 1 ' l.� (�tv�� Date: \
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By ' i i * • 'i
Ci 'Clerk 1* ' SE A L : *�
City �Contract No. 2023- ' �� ' •.,.•
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Professional Services Contract