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089-22 - K Holt Investigations - Contract
Port Orchard Contract #: XXXXX Authorized Amount: Not to Exceed $6,000 Date Start: July 6, 2022 Date End: September 30, 2022 CONSULTANT SERVICES AGREEMENT [This Agreement is for Consultant/Professional Services] THIS AGREEMENT is entered -into by and between the City of Port Orchard, Washington, a municipal corporation organized under the laws of the State of Washington ("City") and K Holt Investigations, ("Consultant') organized under the laws of the State of Washington, located and doing business at 1402 Auburn Way No., #346, Auburn, WA 98002 (hereinafter the "Consultant'). RECITALS: WHEREAS, the City desires to have certain services performed for its residents; and WHEREAS, the City has selected the Consultant to perform such services pursuant to certain terms and conditions; and NOW, THEREFORE, in consideration of the mutual benefits and conditions set forth below, the parties agree as follows: AGREEMENT: 1. Scope of Services to be Performed by Consultant. The Consultant shall perform those services described on Exhibit "A," which is attached hereto and incorporated herein by this reference as if set forth in full. In performing such services, the Consultant shall at all times comply with all federal, state, and local statutes, rules and ordinances applicable to the performance of such services and the handling of any funds used in connection therewith. The Consultant shall perform the services diligently and completely and in accordance with professional standards of conduct and performance. The Consultant shall request and obtain prior written approval from the City if the scope or schedule is to be modified in any way. If the services provided hereunder are funded in whole or in part under a Grant Funding Agreement, then Consultant will comply with the terms of such Grant Funding Agreement to ensure that the City is able to obtain the maximum funding under such Grant Funding Agreement. If this applies, the City will provide the Consultant with a copy of the Grant Funding Agreement. 2. Compensation. The City shall pay the Consultant for services rendered according to the rates and methods set forth below. City of Port Orchard and K. Holt Investigations Professional Service Agreement Contract No. _ Page 1 of 15 Updated 4/2022 IBDR ❑ LUMP SUM. Compensation for these services set forth in Exhibit A shall be a Lump Sum of $ ❑ TIME AND MATERIALS NOT TO EXCEED. Compensation for these services shall not exceed $ without written authorization and will be based on the list of billing rates and reimbursable expenses attached hereto as Exhibit "B." ❑ TIME AND MATERIALS. Compensation for these services shall be on a time and materials basis according to the list of billing rates and reimbursable expenses attached hereto as Exhibit "B." Q OTHER: As provided for in Exhibit "A" in an amount not to exceed $6,000.00. 3. Payment, A. The Consultant shall maintain time and expense records and provide them to the City monthly after services have been performed, along with monthly invoices in a format acceptable to the City for work performed to the date of the invoice. B. All invoices shall be paid by City warrant within thirty (30) days of receipt of a proper invoice. If the City objects to all or any portion of any invoice, it shall so notify the Consultant of the same within fifteen (15) days from the date of receipt and shall pay that portion of the invoice not in dispute, and the Parties shall immediately make every effort to settle the disputed portion. C. The Consultant shall keep cost records and accounts pertaining to this Agreement available for inspection by City representatives for three (3) years after final payment unless a longer period is required by a third -party agreement. Copies shall be made available on request. D. On the effective date of this Agreement (or shortly thereafter), the Consultant shall comply with all federal and state laws applicable to independent contractors, including, but not limited to, the maintenance of a separate set of books and records that reflect all items of income and expenses of the Consultant's business, pursuant to Revised Code of Washington (RCW) 51.08.195, as required by law, to show that the services performed by the Consultant under this Agreement shall not give rise to an employer -employee relationship between the parties, which is subject to Title 51 RCW, Industrial Insurance. E. If the services rendered do not meet the requirements of the Agreement, the Consultant will correct or modify the work to comply with the Agreement. The City may withhold payment for such work until the work meets the requirements of the Agreement. The City shall pay the Consultant for services rendered within ten (10) days after City Council voucher approval. However, if the City objects to all or any portion of an invoice, it shall notify Consultant and reserves the option to only pay that portion of the invoice not in dispute. In that event, the Parties will immediately make every effort to settle the disputed portion. F. The City reserves the right to direct the Consultant's compensated services before reaching the maximum amount. City of Port Orchard and K. Holt Investigations Professional Service Agreement Contract No. _ Page 2 of 15 Updated 4/20221BDR 4. Duration of Agreement. A. This Agreement shall be in full force and effect for a period commencing on July 6, 2022, and ending September 30, 2022, unless sooner terminated under the provisions of this Agreement. The City reserves the right to offer two (2) one-year extensions prior to expiration of the Agreement to retain the Consultant's services. B. Time is of the essence of this Agreement in each and all of its provisions in which performance is required. If delays beyond the Consultant's reasonable control occur, the Parties will negotiate in good faith to determine whether an extension is appropriate. C. The Consultant is authorized to proceed with services upon receipt of a written Notice to Proceed. 5. Standard of Care. The Consultant represents and warrants that it has the requisite training, skill, and experience necessary to provide the services under this Agreement and is appropriately licensed by all applicable agencies and governmental entities. Services provided by the Consultant under this Agreement will be performed in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession currently practicing in similar circumstances. 6. Ownership and Use of Documents. A. Ownership. Any records, files, documents, drawings, specifications, data, or information, regardless of form or format, and all other materials produced by the Consultant in connection with the services provided to the City, shall be the property of the City whether the project for which they were created is executed or not. B. Records preservation. Consultant understands that this Agreement is with a government agency and thus all records created or used in the course of Consultant's work for the City are considered "public records" and are subject to disclosure by the City under the Public Records Act, Chapter 42.56 RCW ("the Act"). Consultant agrees to safeguard and preserve records in accordance with the Act. The City may be required, upon request, to disclose the Agreement, and the documents and records submitted to the City by Consultant, unless an exemption under the Public Records Act applies. If the City receives a public records request and asks Consultant to search its files for responsive records, Consultant agrees to make a prompt and thorough search through its files for responsive records and to promptly turn over any responsive records to the City's public records officer at no cost to the City. 7. Relationship of the Parties; Independent Consultant. The Parties intend that an independent contractor -client relationship will be created by this Agreement. As the Consultant is customarily engaged in an independently established trade which encompasses the specific service provided to the City hereunder, no agent, employee, representative or sub -consultant of the Consultant shall be or shall be deemed to be the employee, agent, representative or sub -consultant of the City. In the performance of the work, the Consultant is an independent contractor with the ability to control and direct the performance and details of the work, the City being interested only in the results obtained under this Agreement. None of the benefits provided by the City to its employees, including, City of Port Orchard and K. Holt Investigations Professional Service Agreement Contract No. Page 3 of 15 Updated 4/2022 IBDR but not limited to, compensation, insurance, and unemployment insurance are available from the City to the employees, agents, representatives, or sub -consultants of the Consultant. The City shall not be responsible for withholding or otherwise deducting federal income tax or social security or contributing to the State Industrial Insurance Program, or otherwise assuming the duties of an employer with respect to the Consultant, or any employee of the Consultant. The Consultant will be solely and entirely responsible for its acts and for the acts of its agents, employees, representatives, and sub -consultants during the performance of this Agreement. The City may, during the term of this Agreement, engage other independent contractors to perform the same or similar work that the Consultant performs hereunder. 8. Indemnification. Consultant shall defend, indemnify, and hold the City, its officers, officials, employees, agents, and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorneys' fees, arising out of or resulting from the acts, errors or omissions of the Consultant in performance of this Agreement, except for injuries and damages caused by the sole negligence of the City. 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 Consultant and the City, its officers, officials, employees, and volunteers, the Consultant's liability, including the duty and cost to defend, hereunder shall be only to the extent of the Consultant's negligence. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THIS WAIVER HAS BEEN MUTUALLY NEGOTIATED BY THE PARTIES. The provisions of this section shall survive the expiration or termination of this Agreement. 9. Insurance. The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees. A. Minimum Scope of Insurance. Consultant shall obtain insurance of the types described below: i. Automobile Liability insurance covering all owned, non -owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. ii. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent Consultants and personal injury and advertising injury. The City shall be named as City of Port Orchard and K. Holt Investigations Professional Service Agreement Contract No. _ Page 4 of 15 Updated 4/2022 IBDR limits: an insured under the Consultant's Commercial General Liability insurance policy with respect to the work performed for the City. iii. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. iv. Professional Liability insurance appropriate to the Consultant's profession. B. Minimum Amounts oflnsurance. Consultant shall maintain the following insurance Automobile Liability insurance for bodily injury and property damage. ii. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. iii. Professional Liability insurance shall be written with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit. C. Other Insurance Provision. The Consultant's Automobile Liability, Commercial General Liability, and Professional Liability insurance policies are to contain, or be endorsed to contain, that they shall be primary insurance as respect the City. Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Consultant's insurance and shall not contribute with it. D. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A-VII. E. Verification of Coverage. The Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Consultant before commencement of the work. F. Notice of Cancellation. The Consultant shall provide the City with written notice of any policy cancellation, within two business days of their receipt of such notice. G. Failure to Maintain Insurance. Failure on the part of the Consultant to maintain the insurance as required shall constitute a material breach of contract, upon which the City may, after giving five business days' notice to the Consultant to correct the breach, immediately terminate the contract or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the City on demand, or at the sole discretion of the City, offset against funds due the Consultant from the City. H. No Limitation. Consultant's maintenance of insurance as required by the Agreement shall not be construed to limit the liability of the Consultant to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. City of Port Orchard and K. Holt Investigations Professional Service Agreement Contract No. Page 5 of 15 Updated 4/2022 IBDR 10. Record Keeping and Reporting. A. The Consultant shall maintain accounts and records, including personnel, property, financial, and programmatic records, which sufficiently and properly reflect all direct and indirect costs of any nature expended and services performed pursuant to this Agreement. The Consultant shall also maintain such other records as may be deemed necessary by the City to ensure proper accounting of all funds contributed by the City to the performance of this Agreement. B. The foregoing records shall be maintained for a period of seven (7) years after termination of this Agreement unless permission to destroy them is granted by the Office of the Archivist in accordance with Chapter 40.14 RCW and by the City. 11. City's Right of Inspection and Audit. A. Even though the Consultant is an independent contractor with the authority to control and direct the performance and details of the work authorized under this Agreement, the work must meet the approval of the City and shall be subject to the City's general right of inspection to secure the satisfactory completion thereof. The Consultant agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or become applicable within the terms of this Agreement to the Consultant's business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of such operations. B. The records and documents with respect to all matters covered by this Agreement shall be subject at all times to inspection, review or audit by the City during the performance of this Agreement. All work products, data, studies, worksheets, models, reports, and other materials in support of the performance of the service, work products, or outcomes fulfilling the contractual obligations are the products of the City. 12. Work Performed at the Consultant's Risk. The Consultant shall take all precautions necessary and shall be responsible for the safety of its employees, agents, and sub -consultants in the performance of the work hereunder and shall utilize all protection necessary for that purpose. All work shall be done at the Consultant's own risk, and the Consultant shall be responsible for any loss of or damage to materials, tools, or other articles used or held by the Consultant for use in connection with the work. 13. Termination. A. Termination without cause. This Agreement may be terminated by the City at any time for public convenience, for the Consultant's insolvency or bankruptcy, or the Consultant's assignment for the benefit of creditors. B. Termination with cause. This Agreement may be terminated upon the default of the Consultant and the failure of the Consultant to cure such default within a reasonable time after receiving written notice of the default. City of Port Orchard and K. Holt Investigations Professional Service Agreement Contract No. _ Page 6 of 15 Updated 4/2022 IBDR C. Rights Upon Termination. i. With or Without Cause. Upon termination for any reason, all finished or unfinished documents, reports, or other material or work of the Consultant pursuant to this Agreement shall be submitted to the City, and the Consultant shall be entitled to just and equitable compensation for any satisfactory work completed prior to the date of termination, not to exceed the total compensation set forth herein. The Consultant shall not be entitled to any reallocation of cost, profit or overhead. The Consultant shall not in any event be entitled to anticipated profit on work not performed because of such termination. The Consultant shall use its best efforts to minimize the compensation payable under this Agreement in the event of such termination. Upon termination, the City may take over the work and prosecute the same to completion, by contract or otherwise. ii. Default. If the Agreement is terminated for default, the Consultant shall not be entitled to receive any further payments under the Agreement until all work called for has been fully performed. Any extra cost or damage to the City resulting from such default(s) shall be deducted from any money due or coming due to the Consultant. The Consultant shall bear any extra expenses incurred by the City in completing the work, including all increased costs for completing the work, and all damage sustained, or which may be sustained, by the City by reason of such default. D. Suspension. The City may suspend this Agreement, at its sole discretion. Any reimbursement for expenses incurred due to the suspension shall be limited to the Consultant's reasonable expenses, and shall be subject to verification. The Consultant shall resume performance of services under this Agreement without delay when the suspension period ends. D. Notice of Termination or Suspension. If delivered to the Consultant in person, termination shall be effective immediately upon the Consultant's receipt of the City's written notice or such date as stated in the City's notice of termination, whichever is later. Notice of suspension shall be given to the Consultant in writing upon one week's advance notice to the Consultant. Such notice shall indicate the anticipated period of suspension. Notice may also be delivered to the Consultant at the address set forth in the "Notices" Section herein. E. Nothing in this Subsection shall prevent the City from seeking any legal remedies it may otherwise have for the violation or nonperformance of any provisions of this Agreement. 14. Discrimination Prohibited. A. The Consultant agrees not to discriminate against any employee or applicant for employment or any other person in the performance of this Agreement because of race, creed, color, national origin, marital status, sex, age, disability, or other circumstance prohibited by federal, state, or local law or ordinance, except for a bona fide occupational qualification. B. Violation of this Section shall be a material breach of this Agreement and grounds for cancellation, termination, or suspension of the Agreement by the City, in whole or in part, and may result in ineligibility for further work for the City. City of Port Orchard and K. Holt Investigations Professional Service Agreement Contract No. _ Page 7 of 15 Updated 4/2022 IBDR 15. Force Majeure. Notwithstanding anything to the contrary in this Agreement, any prevention, delay or stoppage due to strikes, lockouts, labor disputes, acts of God, acts of war, terrorist acts, inability to obtain services, labor, or materials or reasonable substitutes therefor, governmental actions, governmental laws, regulations or restrictions, civil commotions, casualty, actual or threatened public health emergency (including, without limitation, epidemic, pandemic, famine, disease, plague, quarantine, and other significant public health risk), governmental edicts, actions, declarations or quarantines by a governmental entity or health organization, breaches in cybersecurity, and other causes beyond the reasonable control of the Party obligated to perform, regardless of whether such other causes are (i) foreseeable or unforeseeable or (ii) related to the specifically enumerated events in this paragraph (collectively, a "Force Majeure"), shall excuse the performance of such Party for a period equal to any such prevention, delay or stoppage. To the extent this Agreement specifies a time period for performance of an obligation of either Party, that time period shall be extended by the period of any delay in such Party's performance caused by a Force Majeure. Provided however, that the current COVID-19 pandemic shall not be considered a Force Majeure unless constraints on a Party's performance that result from the pandemic become substantially more onerous after the effective date of this Agreement. 16. Assipnment and Subcontract. The Consultant shall not assign or subcontract any portion of the services contemplated by this Agreement without the prior written consent of the City. Any assignment made without the prior approval of the City is void. 17. Conflict of Interest. The Consultant represents to the City that it has no conflict of interest in performing any of the services set forth in Exhibit "A." In the event that the Consultant is asked to perform services for a project with which it may have a conflict, Consultant will immediately disclose such conflict to the City. 18. Confidentiality. All information regarding the City obtained by the Consultant in performance of this Agreement shall be considered confidential. Breach of confidentiality by the Consultant shall be grounds for immediate termination. 19. Non -Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City will so notify the Consultant and shall not be obligated to make payments for services or amounts incurred after the end of the current fiscal period. This Agreement will terminate upon the completion of all remaining services for which funds are allocated. No penalty or expense shall accrue to the City in the event that the terms of the provision are effectuated. 20. Employment of State Retirees. The City is a "DRS-covered employer" which is an organization that employs one or more members of any retirement system administered by the Washington State Department of Retirement Systems (DRS). City of Port Orchard and K. Holt Investigations Professional Service Agreement Contract No. _ Page 8 of 15 Updated 4/20221BDR Pursuant to RCW 41.50.139(l) and WAC 415-02-325(1), the City is required to elicit on a written form if any of the Contractor's employees providing services to the City retired using the 2008 Early Retirement Factors (ERFs), or if the Contractor is owned by an individual who retired using the 2008 ERFs, and whether the nature of the service and compensation would result in a retirement benefit being suspended. Failure to make this determination exposes the City to significant liability for pension overpayments. As a result, before commencing work under this Agreement, Contractor shall determine whether any of its employees providing services to the City or any of the Contractor's owners retired using the 2008 ERFs, and shall immediately notify the City and shall promptly complete the form provided by the City after this notification is made. This notification to DRS could impact the payment of retirement benefits to employees and owners of Contractor. Contractor shall indemnify, defend, and hold harmless the City from any and all claims, damages, or other liability, including attorneys' fees and costs, relating to a claim by DRS of a pension overpayment caused by or resulting from Contractor's failure to comply with the terms of this provision. This provision shall survive termination of this Agreement. 21. Entire Agreement. This Agreement contains the entire agreement between the parties, and no other agreements, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or bind either of the parties. If there is a conflict between the terms and conditions of this Agreement and the attached exhibits, then the terms and conditions of this Agreement shall prevail over the exhibits. Either party may request changes to the Agreement. Changes which are mutually agreed upon shall be incorporated by written amendments to this Agreement. 22. Non -waiver of Breach. The failure of either party to insist upon strict performance of any of the covenants and agreements contained herein, or to exercise any option herein contained in one or more instances, shall not be construed to be a waiver or relinquishment of said covenants, agreements, or options, and the same shall be in full force and effect. 23. Modification. No waiver, alteration, modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and the Consultant. 24. Notices. All notices or other communications required or permitted under this Agreement shall be in writing and shall be (a) personally delivered, in which case the notice or communication shall be deemed given on the date of receipt at the office of the addressee; (b) sent by registered or certified mail, postage prepaid, return receipt requested, in which case the notice or communication shall be deemed given three (3) business days after the date of deposit in the United States mail; or (c) sent by overnight delivery using a nationally recognized overnight courier service, in which case the notice or communication shall be deemed given one business day after the date of deposit with such courier. In addition, all notices shall also be emailed, however, email does not substitute for an official notice. Notices shall be sent to the following addresses: City of Port Orchard and K. Holt Investigations Professional Service Agreement Contract No. Page 9 of 15 Updated 4/2022 IBDR Notices to the City of Port Orchard shall be sent to the following address: City Clerk City of Port Orchard 216 Prospect Street Port Orchard, Washington 98366 Bwallace@cityofportorchard.us Phone:360.876.4407 Fax: 360.895.9029 Notices to the Consultant shall be sent to the following address: Kathy Holt 1402 Auburn Way No., #346 Auburn, WA 98002 Phone No.: 253-740-278 l Email: Kathy-Holt(a,comcast.net 25. Resolution of Disputes; Governing Law. A. Should any dispute, misunderstanding or conflict arise as to the terms and conditions contained in this Agreement, the matter shall first be referred to the Mayor, who shall determine the term or provision's true intent or meaning. The Mayor shall also decide all questions which may arise between the parties relative to the actual services provided or to the sufficiency of the performance hereunder. B. If any dispute arises between the City and the Consultant under any of the provisions of this Agreement which cannot be resolved by the Mayor's determination in a reasonable time, or if the Consultant does not agree with the Mayor's decision on a disputed matter, jurisdiction of any resulting litigation shall be filed in Kitsap County Superior Court, Kitsap County, Washington. C. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. In any suit or action instituted to enforce any right granted in this Agreement, the substantially prevailing party shall be entitled to recover its costs, disbursements, and reasonable attorneys' fees from the other Party. 26. Compliance with Laws. The Consultant agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable to Consultant's business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those operations. 27. Title VI. The City of Port Orchard, in accordance with Title VI of the Civil Rights Act of 1964, 78 Stat. 252, 42 U.S.C. 2000d to 2000d-4 and Title 49, Code of Federal Regulations, Department of Transportation subtitle A, Office of the Secretary, Part 21, nondiscrimination in federally assisted programs of the Department of Transportation issued pursuant to such Act, must affirmatively insure that its contracts comply with these regulations. City of Port Orchard and K. Holt Investigations Professional Service Agreement Contract No. _ Page 10 of 15 Updated 4/2022 IBDR Therefore, during the performance of this Agreement, the Consultant, for itself, its assignees, and successors in interest agrees as follows: A. Compliance with Regulations. The Consultant will comply with the Acts and the Regulations relative to Nondiscrimination in Federally -assisted programs of the U.S. Department of Transportation, Federal Highway Administration (FHWA), as they may be amended from time to time, which are herein incorporated by reference and made a part of this Agreement. B. Nondiscrimination. The Consultant, with regard to the work performed by it during this Agreement, will not discriminate on the grounds of race, color, national origin, sex, age, disability, income -level, or LEP in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The Consultant will not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations as set forth in Appendix A, attached hereto and incorporated herein by this reference, including employment practices when this Agreement covers any activity, project, or program set forth in Appendix B of 49 C.F.R. part 21. C. Solicitations for Subcontracts, Including Procurements of Materials and Equipment. In all solicitations, either by competitive bidding, or negotiation made by the Consultant for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the Consultant of the Consultant's obligations under this Agreement and the Acts and the Regulations relative to Non-discrimination on the grounds of race, color, national origin, sex, age, disability, income -level, or LEP. D. Information and Reports. The Consultant will provide all information and reports required by the Acts, the Regulations and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the City or the FHWA to be pertinent to ascertain compliance with such Acts, Regulations, and instructions. Where any information required of the Consultant is in the exclusive possession of another who fails or refuses to furnish the information, the Consultant will so certify to the City or the FHWA, as appropriate, and will set forth what efforts it has made to obtain the information. E. Sanctions for Noncompliance. In the event of the Consultant's noncompliance with the non- discrimination provisions of this Agreement, the City will impose such contract sanctions as it or the FHWA may determine to be appropriate, including, but not limited to: i. withholding payments to the Consultant under the Agreement until the contractor complies; and/or ii. cancelling, terminating, or suspending the Agreement, in whole or in part. F. Incorporation of Provisions. The Consultant will include the provisions of paragraphs one through six in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations and directives issued pursuant thereto. The Consultant will take action with respect to any subcontract or procurement as the City or the FHWA may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the Consultant becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the Consultant may request the City to enter into any litigation to protect the interests of the City. In addition, the Consultant may request the United States to enter into the litigation to protect the interests of the United States. City of Port Orchard and K. Holt Investigations Professional Service Agreement Contract No. _ Page 11 of 15 Updated 4/2022 1BDR 28. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. 29. Severability. Any provision or part of this Agreement held to be void or unenforceable under any law or regulation shall be deemed stricken and all remaining provisions shall continue to be valid and binding upon the City and the Consultant, who agree that the Agreement shall be reformed to replace such stricken provision or part with a valid and enforceable provision that comes as close as reasonably possible to expressing the intent of the stricken provision. IN WITNESS WHEREOF, the City and the Consultant have executed this Agreement as of the dates listed below. CONSULTANT B Title: ' O-A' --L-jG\us� Date: 4l7 Z -Z Z- City of Port Orchard and K Holt Investigations Professional Service Agreement Contract No. _ Page 12 of 15 Updated 4/2022 IBDR CITY OF PORT ORCHARD By: Z� Robert Putaansuu, Mayor ATTEST/AUTHENTICATE randy Wallace, M ,City Clerk APPROVED AS TO FORM Port Orchard City Attorney's Office EXHIBIT A Scope of Services to be Provided by Consultant. The Consultant shall furnish services including, but not limited to, the following outlined here or attached separately. 1) Client retains K. Holt Investigations for the Background Investigation of Deputy Chief candidate for the City or Port Orchard. 2) Client agrees that K. Holt Investigations is hired to perform said services for and on behalf of client and to do all things necessary and appropriate in performing said services. 3) K. Holt agrees to conduct this investigation with due diligence in handling of this case including providing a detailed report and itemized invoice for all work performed. 4) Client agrees to pay K. Holt Investigations an hourly rate of $100.00/hr. for services rendered and reimbursement for potential travel costs to include, lodging, airfare, meals, etc. 5) K. Holt Investigations will give a status update at the end of each week following the beginning of the background and any other times deemed necessary. City of Port Orchard and K. Holt Investigations Professional Service Agreement Contract No. Page 13 of 15 Updated 4/20221BDR APPENDIX A During the performance of this Agreement, the Consultant, for itself, its assignees, and successors in interest agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: Pertinent Non -Discrimination Authorities: • Title VI of the Civil Rights Act of 1964 (42 U S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 C.F.R. Part 21. • The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal -aid programs and projects); • Federal -Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the basis of sex); • Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 C.F.R. Part 27; • The Age Discrimination Act of 1975, as amended, (42 U S.C. § 6101 et seq.), (prohibits discrimination on the basis of age); • Airport and Airway Improvement Act of 1982, (49 USC§ 471, Section 4 7123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); • The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal -aid recipients, sub- recipients and contractors, whether such programs or activities are Federally funded or not); • Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as implemented by Department of Transportation regulations at 49 C.P.R. parts 37 and 38; • The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); • Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low -Income Populations, which ensures discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; • Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title V1, you must take reasonable steps to -ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); City of Port Orchard and K. Holt Investigations Professional Service Agreement Contract No. Page 14 of 15 Updated 4/2022 IBDR • Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq). City of Port Orchard and K. Holt Investigations Professional Service Agreement Contract No. Page 15 of 15 Updated 4/20221BDR OP ID: N ACORO CERTIFICATE OF LIABILITY INSURANCE DATE0611612022 15/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(iss) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements . PRODUCER CONTACT Michelle Nowell AMIS/Alliance Mktg. & Ins Sery NAME: PHONE CA Surplus Line Llc # OK21904 NC, o._Exc):760.471-7116 FAX No)_760-471-9378__ 366 Via Vera Cruz #7 ADORE mnowell@amiscorp.com San Marcos, CA 92078 PRODUCER Michelle A. Nowell CUSTOMER ID #: HOLTI-1 INSURERS) AFFORDING COVERAGE NAIC # INSURED K Holt Investigations INSURER A: Peleus Insurance Company 34118 Kathy L Holt 1402 Auburn Way No #346 INSURER B Auburn, WA 98002 INSURER C : INSURER D : INSURER E : INSURER F : COVERACES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE WDL U6 POLICY NUMBER I. MM DDIYYYY MM DDYlYYYY LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY X PKV0000763 07/01/2021 . 07/01/2022 EACH OCCURRENCE PREMISES Ea occurrence $ 1,000,0 $ 100,0 MED EXP (Any one person) $ 6r0 CLAIMS -MADE a OCCUR PERSONAL &ADV INJURY $ 1,000,0 X Errors & Omission GENERAL AGGREGATE $ 6,000,0 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMPIOP AGG $ 1,000,0 $ _T1 POLICY PRO LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ ANY AUTO BODILY INJURY (Per person) $ ALL OWNED AUTOS , BODILY INJURY (Per accident) $ SCHEDULED AUTOS HIRED AUTOS PROPERTY DAMAGE (PER ACCIDENT) $ $ NON -OWNED AUTOS $ UMBRELLA LIAR HOCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAR CLAIMS -MADE DEDUCTIBLE $ $ RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANV PROPRIETOR/PARTNER/EXECUTIVE Y I N WC STATU- OTH- TORN_ ITS E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYE $ OFFICERIMEMBER EXCLUDED? ❑ (Mandatory in NH) NIA E.L. DISEASE - POLICY LIMIT $ If yes, describe under DESCRIPTION OF OPERATIONS below i DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule. if more space is required) The City of Port Orchard, its directors, officers, emplo ees, and a ents, are named as an additional insured with respects to tt a work perfgormed by the named insured. Investigation, WA -- HOLDER City of Port Orchard 216 Prospect Street Port Orchard, WA 98366 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2009 ACORD CORPORATION. All rights reserved. ACORD 25 (2009109) The ACORD name and logo are registered marks of ACORD ACORO CERTIFICATE OF LIABILITY INSURANCE I DATE o7osr2o21/0912021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Michelle Nowell AMIS/Alliance Mktg. & Ins Sery PHONE FAx CA Surplus Line Lie # OK21904 A/c No Ext :700-471-7116 �(wc, Nol: 760-471-9378 366 Via Vera Cruz #7 ADDRL San mnowell@amiscorp.com San Marcos, CA 92078----------- -- --. Michelle A. NOWeII PRODUCER -- cucTniuca,nu HOLTI-1 INSURED Kathy L Holt 1402 Auburn Way No #346 Auburn, WA 98002 INSURER(S) AFFORDING COVERAGE INSURER A; Peleu$ Insurance Company INSURER B : INSURER C : INSURER E : COVFRAGFS CFRTIFIr`ATF NI lKi Dcvl4lnm kill me000• 18 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE AM-DELPOLICY POLICY NUMBER EFF MM/DDIYYYY POLICY EXP MMIDD/YYYY - LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A X COMMERCIAL GENERAL LIABILITY CLAIMS MADE a OCCUR PKV0000763 07/01/2021 07/01/2022 PREMISES Ea occurrence $ 100,000 MED EXP (Any one person) $ 6,000 X Errors & Omission PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 6,000,000 GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS - COMP/OP AGG $ 1,000,000 X POLICY 7 PRO-JECT LOC $ - AUTOMOBILE - -- LIABILITY COMBINED SINGLE LIMIT (Ea accident) - $ ANY AUTO BODILY INJURY (Per person) $ ALL OWNED AUTOS BODILY INJURY (Per accident) $ SCHEDULED AUTOS PROPERTY DAMAGE (PER ACCIDENT) $ HIRED AUTOS NON -OWNED AUTOS $ $ UMBRELLA LIAB HCLAIMS-MADE OCCUR EACH OCCURRENCE $ EXCESS LIAB AGGREGATE $ DEDUCTIBLE I$ $ RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNERIEXECUTIVE OFFICER/MEMBER EXCLUDED? ❑ N / A WC STAT 71 OTH- ORY LIMITS ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYE $ (Mandatory in NH) If yes describe under E.L. DISEASE - POLICY LIMIT __.. $ DESCRIPTION OF OPERATIONS below j I DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Proof of insurance. This certificate is void if altered. Certificate holder may be added upon request. Investigation, WA -- CERTIFICATE HOLDER CANCELLATION K Holt Investigations 1402 Auburn Way No., #346 Auburn, WA 98002 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE �Lx� OL O 1988-2009 ACORD CORPORATION. All rights reserved. ACORD 26 (2009/09) The ACORD name and logo are registered marks of ACORD OP ID: MN 14<17ORO CERTIFICATE OF LIABILITY INSURANCE DA07/09/2021TE V) 07/09/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: if the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements . PRODUCER AMIS/Alliance Mktg. & Ins Sery CA Surplus Line Lic # OK21904 CONTACT Michelle Nowell NAME.PH FAX ONE , 760-471-7116 AIc No : 760-471-9378 366 Via Vera Cruz #7 San Marcos, CA 92078 Michelle A. Nowell E-MAIL comll amiscor ADDRESS: mnowep• _ PRODUCER HOLTI-1 CUSTOMER ID #: INSURER(S) AFFORDING COVERAGE NAIC s INSURED K Holt Investigations Kathy L Holt 1402 Auburn Way No #346 INSURER A:Peleus Insurance Company 34118 INSURER 8: Auburn, WA 98002 INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE LTR DDL UB POLICY NUMBER POLICY EFF MMIDDlYYYY POLICY EXP MM/DDIYYYY LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE LJ OCCUR PKV0000763 07/01/2021 07/01/2022 PREMISES Ea occurrence $ 100,000 MED EXP (Any one person) $ 6,000 PERSONAL & ADV INJURY $ 1,000,000 X Errors $ Omission 7 GENERAL AGGREGATE $ 5,000,000 GEN'L AGGREGATE LIMIT APPLIES PER. PRODUCTS - COMPIOP AGG $ 1,000,000 X POLICY PRO-.Irr.T El LOG $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accdent) $ ANY AUTO BODILY INJURY (Per person) $ ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS BODILY INJURY (Per accident) $ ---_--_-- --- PROPERTY DAMAGE (PER ACCIDENT) $ $ NON -OWNED AUTOS UMBRELLA DAB OCCUR EACH OCCURRENCE $ AGGREGATE EXCESS DAB CLAIMS -MADE DEDUCTIBLE $ RETENTION $ $ WORKERS COMPENSATION WCS AATU- 'OiH- AND EMPLOYERS' LIABILITY YIN TOR, IMIT E.L. EACH ACCIDENT $ ANY PROPRIETOR/PARTNERIEXECUTIVE OFFICER/MEMBER EXCLUDED? ❑ NIA E.L. DISEASE - EA EMPLOYEE - ---- $ (Mandatory ,n NH) If yes, describe under - DI -SCRIP IION OF OPERATIONS below EL DISEASE - POLICY LIMIT $ TI DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Investigation, WA -- t.tK I Ir'It-:HIt_ MVLUtK l.Arilt rLLA 11VIV WALIC-1 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN WA Department of Licensing ACCORDANCE WITH THE POLICY PROVISIONS. Private Investigative Agency PO Box 9034 AUTHORIZED REPRESENTATIVE Olympia, WA 98507-9034 I V- © 1988-2009 ACORD CORPORATION. All rights reserved. ACORD 25 (2009109) The ACORD name and logo are registered marks of ACORD Robert&Kathy Holt Valued Policyholder Since: 2002 IF YOU'RE IN AN ACCIDENT: 1. Call the police and don't leave the scene. 2. Exchange information with the other driver(s): names, insurance companies, license plate numbers. 3. Do not try to determine who was at fault. 4. Take photos of the accident scene, if safe to do so. 5. Call The Hartford right away. TO REPORT A CLAIM: CUSTOMER SERVICE: Call 1-877-805-9918 Call 1-800-423-6789 or go to thehartford.com/myaccount KEEP THIS CARD IN YOUR VEHICLE AT ALL TIMES. DRA-9800-0 (Ed.02/16) -AARPR STATE OF WASHINGTON LIABILITY Auto insurance Program o-om INSURANCE IDENTIFICATION CARD THE N�RTIORD INSURED: Robert&Kathy Holt 10417 SE 302nd St Auburn, WA 98092-2537 POLICY NUMBER: 55PHH514846 EFFECTIVE DATE: 12/01/2021, 12:01AM EXPIRATION DATE: 12/01 /2022, 12:01 AM YEAR/MAKE/MODEL: 2021 Toyot Highlander HYB L VIN: 5TDDBRCH4MS520206 HARTFORD INSURER: Property&Casualty Insurance Company of Hartford 4040 Vincennes Circle Indianapolis, IN 46268 KEEP THIS CARD IN YOUR VEHICLE AT ALL TIMES. Not valid for more than one year from the effective date. Coverage meets minimum liability required by law. BUSINESS LICENSE P"I/Oy Issue Date: Jul 30, 2021 STATE OF Unified Business ID #: 603309138 WASHINGTON Sole Proprietor Business ID #: 001 Location: 0001 KATHY LYNN HOLT Expires: Aug 31, 2022 K.HOLT !NVESTIGATIONS 1402 AUBURN WAY N #346 AUBURN, WA 98002 PRIVATE INVESTIGATIVE AGENCY - ACTIVE TAX REGISTRATION - ACTIVE PRIVATE INVESTIGATIVE AGENCY PRINCIPAL: HOLT, KATHY L REGISTERED TRADE NAMES: K.HOLT INVESTIGATIONS This document lists the registrations, endorsements, and licenses authorized for the business named above. By accepting this document, the licensee certifies the information on the application was complete, true, and accurate to the best of his or her knowledge, and that business will be conducted in compliance with all applicable Washington state, county, and city regulations. UBI: 603309138 001 0001 KATHY LYNN HOLT K.HOLT INVESTIGATIONS 1402 AUBURN WAY N #346 AUBURN, WA 98002 STATE OF WASHINGTON PRIVATE INVESTIGATIVE AGENCY - ACTIVE TAX REGISTRATION - ACTIVE Director, Department of Revenue Expires: Aug 31, 2022 gaL0002 nFTArH TNIC .QFr:TIr1N Fr)R Vr)I IQ WAI I LT Director, Department of Revenue