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027-18 - Triangle Associates, Inc. - Contract255 COI.MAN BUll.DINCi • Hll FIKST AVUNUli, SKATTl.K, WA 98104 • Till. 1206 |583-06S5, l!AX | 206|382-(>669 www.TriiinglcAssociates.com Contract No. 027-18Triangle A s .s o <: i a r !•: s, i n t Triangle Associates, Inc. Professional Services Agreement This AGREEMENT is made between Triangle Associates, Inc. (hereinafter referred to as the "Consultant") and the City of Port Orchard (hereinafter referred to as "City"). WHEREAS, the City desires to have certain services performed as hereinafter set forth requiring specialized skills and other supportive capabilities; and, WHEREAS the Consultant represents that it is qualified and possesses sufficient skills and the necessary capabilities, including technical and professional expertise where required, to perform the services set forth in this contract. NOW, THEREFORE, in consideration of the terms, conditions, covenants and performance contained herein, the parties hereto agree as follows: I. SERVICES The Consultant shall perform such services and accomplish such tasks, specified as Consultant responsibilities throughout this Agreement and unless specifically changed through modification in writing. Attachment A, Agenda Guideline, is attached and is by reference part of this Agreement. II. ENTIRE AGREEMENT The Parties agree that this Agreement is the complete expression of the terms hereto and any oral representations or understandings not incorporated herein are excluded. Further, any modification of this Agreement shall be in writing and signed by both parties before the original termination date. III. DURATION OF AGREEMENT The terms of this Agreement and the performance of the Consultant shall commence and be executed during a 1-day retreat on May 18,2018. This agreement shall automatically terminate upon the completed follow-up provided by the Consultant to the City subsequent to the 1-day retreat sponsored by the City on May 18,2018. The Agreement may be extended or terminated upon mutual written agreement between the parties hereto and pursuant to the terms and conditions herein. PUBLIC POLICY • MBDLATION/PACIUTATION • PUBLIC OUTREACH ■ EDUCATION1 | P a g e 255 COl.MAN HUll.DINU • 811 MUST AVKNU1-, SKATTl.K, WA <>8104 • Tlil. |206|583-06SS, UAX | 206 |382 0G6‘> www.Trianglc Associates, com Triangle A.ssoc: I A I K s. 1 SC IV. TERMINATION Either the City or the Consultant may terminate this Agreement by giving immediate written notice to the other party. If the City elects to terminate the services of the Consultant pursuant to this provision, the City shall pay in full for all work previously authorized and performed in a satisfactory manner prior to the effective date of termination. If no notice of termination is given as provided above, the relationships and obligations created by this Agreement shall be terminated upon the completed follow-up provided by the Consultant to the City subsequent to the aforementioned 1-day retreat. V. INSURANCE REQUIREMENT 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. 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. Minimum Scope of Insurance Consultant shall obtain insurance of the types described below: 1. 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. 2. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01, or a substitute form providing equivalent liability coverage and shall cover liability arising from premises, operations, independent contractors and personal injury and advertising injury. The City shall be named by endorsement as an additional insured under the Consultant’s Commercial General Liability insurance policy with respect to the work performed for the City. 3. Workers’ Compensation coverage as required by the Industrial Insurance laws of the State of Washington. 4. Professional Liability insurance appropriate to the Consultant’s profession. Minimum Amounts of Insurance Consultant shall maintain the following insurance limits: 1. Automobile Liability insurance with a minimum combined single limit for PUBLIC POUCT* UEDIATION/PAC1LITATION • PUBUC OUTREACH ■ EDUCATION2 | P a g e A 255 COt.MAN I1U11. DING • 811 FIRST AVKNUU, SKATTI.K. VVA 08104 • TKI. 1206 I583-065S, FAX 1206)382 0660A www.Tria nglc Associates .com Triangle ASSOC IA I INC bodily injury and property damage of $1,000,000 per accident. 2. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. 3. Employer’s Liability each accident $1,000,000, Employer’s Liability Disease each employee $1,000,000, and Employer’s Liability Disease - Policy Limit $1,000,000. 4. Professional Liability insurance shall be written with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability, Professional Liability and Commercial General Liability insurance: 1. The Consultant’s insurance coverage 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. 2. The City will not waive its right to subrogation against the Consultant. The Consultant’s insurance shall be endorsed acknowledging that the City will not waive their right to subrogation. The Consultant’s insurance shall be endorse to waive the right of subrogation against the City, or any self- insurance, or insurance pool coverage maintained by the City. 3. The Consultant’s insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. 4. If the General Liability coverage is written on a “claims made” basis, then a minimum of a three (3) year extended reporting period shall be included with the claims made policy, and proof of this extended reporting period provided to the City. 5. If the Professional Liability Coverage is written on a occurrence form. If the Professional Liability coverage is only available on a “claims made” basis, then a minimum of a three (3) year extended reporting period shall be included with the claims made policy, and proof of this extended reporting period provided to the City. If the Consultant is not able to purchase the three (3) year extended reporting period endorsement then as an option the Consultant shall agree that if the Consultant’s firm is dissolved or merged, then the Consultant shall purchase before the dissolution or merger of the Consultant’s company, the three (3) year extended reporting period coverage for the Professional Liability coverage. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A: VII. Verification of Coverage 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. PUBLIC POLICY • MBDIATION/PACILITATION • PUBLIC OUTREACH • EDUCATION3 | P a g e &2S5 COl.MAN BUILDING • 811 l-'IRST AVliNUK, SliATTl.K, VVA 98104 • TKI. 1206 |S83-0655, PAX | 2061382 -0669 «v )’vk ’<5\www.TrianglcAssudatcii.com Triangle AS.SOCl a i i-s. i si VI. LIABILITY FOR PERFORMANCE Consultant agrees to assume all risk in connection with the project and to defend and hold the City harmless from any and all claims suffered or alleged to be suffered by the City due to or arising from performance of duties assigned to Consultant by this Agreement. Consultant further agrees to waive all claims against the City, its officers, agents, and employees arising from any and all claims for damage or injuries to persons or property that may be sustained by anyone on account of the performance by others of duties assigned to Consultant by this Agreement. VII. COMPENSATION AND METHOD OF PAYMENT The City shall pay Consultant the not-to-exceed amount indicated in the budget labeled Attachment B. Consultant agrees that such sum shall be full compensation for all services hereunder. Consultant assumes full responsibility for the payment of all assessments, payroll taxes, or contributions, whether state or federal, as to the consultant and all of consultant's employees, if any, engaged in the performance of work under this Agreement. Consultant shall furnish to the City, on the request of the City, a certificate or other evidence of compliance with all state or federal laws concerning contributions, taxes, and payroll assessments. In addition, the consultant agrees to pay any and all taxes or assessments of whatever nature or kind levied or assessed upon Consultant as a consequence of the work performed or on the compensation to be paid Consultant under this Agreement. The Consultant at no expense to City will maintain all personal insurance in case of accidental bodily injury and the necessary vehicular insurance for whatever vehicle the Consultant may use. VIII. REPORTING REQUIREMENTS The Consultant shall submit an invoice to the City during the four business weeks following the 1-day retreat. City shall approve and remit payment to the Consultant upon receipt. IX. ESTABLISHMENT AND MAINTENANCE OF RECORDS The Consultant agrees to maintain books, records, and documents and accounting procedures and practices, which accurately reflect all direct and indirect costs related to the performance of this Agreement. The Consultant shall retain all books, records, documents, and other material relevant to this Agreement for three (3) years after its expiration. The Consultant agrees that the City or its designee shall have full access and right to examine any of said materials at all reasonable times during said period. PUBLIC POUCT • MEDtATION/PACIUTATION • PUBLIC OUTREACH • EDUCATION4 | P a g t: 255 COI.MAN HUI 1.1)1 NO • 811 1-1 RSI AVKNUK, SliATTl.li, VVA 98104 • TKI. |206|S83-06S6, 1:AX |2<)6|3H2 0669 www, Triangle Associates.com Triangle ANMM I AIKS. I N < X. COMPLIANCE WITH LAWS The Consultant, in performance of this Agreement, agrees to comply with all applicable federal, state and local laws or ordinances, including standards for licensing, certification, and operation of facilities, programs, and accreditation, and licensing of individuals and any other standards or criteria as described in this Agreement to assure quality of services. XI. NON-DISCRIMINATION IN CLIENT SERVICES In the performance of this Agreement, the Consultant shall comply with the provisions of Title VI of the Civil Rights Act of 1964, Section 504 of the Rehabilitation Act of 1973, Chapter 49.60 RCW, and the Americans with Disabilities Act, as now or hereafter amended. The Consultant shall not discriminate in its employment or in providing client services on the grounds of race, color, sex, sexual orientation, religion, national origin, creed, marital status, age, Vietnam era, or disabled veteran status, or the presence of any sensory, mental, or physical handicap. The Consultant shall take affirmative action to ensure that programs are accessible to people with sensory, mental or physical handicaps in compliance with the ADA. XII. MEDIATION DISPUTES AND LITIGATION It is agreed by the parties hereto that any disputes arising under this contract shall first be resolved by mediation, through the use of an agreed upon third party, if necessary. If litigation between the parties should occur due to any claims under this contract, the prevailing party shall be awarded its reasonable attorney fees and costs. XIII. PROFESSIONAL STANDARDS The only warranty or guarantee made by the Consultant in connection with the services to be performed under this contract are that the professional services provided by the Consultant will be performed with the care and skill ordinarily exercised by members of the relevant profession currently practicing in the same locality under similar conditions. When findings and recommendations of the Consultant are based on information supplied by the City and others, such findings and recommendations are warranted to be correct only to the best of Consultant's knowledge and belief. No other warranty expressed or implied is made or intended. XIV. INDEPENDENT STATUS OF CONTRACTOR The parties to this contract, in the performance of it, will be acting in their individual capacities and not as agents, employees, partners, joint ventures, or associates of one another. The employees or agents of one party shall not be considered or construed to be the employees or agents of the other party for any purpose whatsoever. PUBLIC POUCT • AfEDLATlON/PAClUTATION • PUBLIC OUTREACH • EDUCATION5 | P a » e 25S C'.Ol.MAN HUM.DING • 811 1'IRST AVKNUK, SliATTI.K, WA 98104 • TKI. 1206|583-06SS, TAX | 2061382-0669 www.TriangleAssociatcs.com Triangle ASSOC 1 A I liS. I N( Approved: , TRIANGLE ASSOCIATKSyfNC. Approved: CITY OF PORT ORCHARD By By (printy4^Y7U(print) Michael Lyng owTitleControllerTitle / Date Date / PUBLIC POUCT* MEDIATION/PACIUTATION • PUBLIC OUTREACH • EDUCATION6 | P a g e Attachment A: Agenda <poU ORCHARD City of Port Orchard: Council - Mayor - Directors Retreat Friday May 18, 2018 | 9:00 am - 3:00 pm | Location TBD Draft Agenda v.3-3-17 The 2018 retreat will focus on: developing a common vision for the City among Council members; obtaining a shared understanding of past work and future efforts among the Mayor, Council and Directors; and developing budget priorities. Time Agenda Topic Welcome9:00 am (5 min)• Overview of retreat purpose and visioning exercise. Council Member Visioning Exercise • Visioning Exercise* - Dive deeper into a unified vision for the City that will be the basis for future direction and decisions. 9:05 am (65 min) *Visioning exercise TBD as of 3/1/2018. Triangle will work with Mayor Putaansuu to determine the exercise. Break10:10 am (5 min) 10:15 am (5 min) Retreat Overview • With directors in attendance, review the agenda for the remainder of the day. • Review retreat outcomes from 2017, (attach 2017 summary for reference?)______ Staffing Outlook - Mayor • Mayor Putaansuu will share a 1-3 year staffing outlook across various departments. 10:20 am (30 min) Municipal Court • Judge Timothy Drury will share updates regarding the Municipal Court. 10:50 am (10 min) Police Department • Chief Geoffrey Marti will share updates regarding the Police Department. 11:00 am (10 min) City Clerk • Clerk Brandy Rinearson will share updates regarding the City Clerk's Office. 11:10 am (10 min) 11:20 am (20 min) Finance Department • Director Noah Crocker will share updates regarding the Finance Department. Department of Community Development (DCD) • Director Nick Bond will share DCD's updates and its 2018 work plan. 11:40 am (20 min) Lunch (provided)12:00 pm (30 min) Public Works Department • Director Mark Dorsey will share Public Work's updates and its 2018 work plan. 12:30 pm (20 min) Projects Currently Underway • Discussion of current projects, (attach list of needs?) 12:50 pm (50 min) 2019 Biennial Budget • Review the 2019 budget needs (attach list of needs?) • Discuss priorities and tradeoffs in connection to the Comprehensive Plan and other factors (refer to Appendix A of the Comprehensive Plan?)____________________ 1:40 pm (65 min) 2:45 pm (15 min) Wrap Up • Summary of today's work; assignments • Commitment to goals moving forward Adjourn3:00 pm Attachment B: Budget City of Port Orchard: Council - Mayor - Directors Retreat Friday May 18, 2018 | 9:00 am - 3:00 pm | Location TBD Budget The budget tasks below include the 1-day retreat facilitation plus additional hours for prep and follow­ up. The hourly rate for Sophie Glass is $86.58. The total budget is $1,904.76. Task BudgetHoursRate Notes Prep meeting by phone; finalize agenda and other materials.$606.06Task 1: Prep 86.587 9am-4pm retreat plus 1 hour of set-up and 1 hour of clean-up; travel time plus expenses._______________________ Task 2: Retreat facilitation $952.3886.5811 Summarize action items and any other follow-up.________________$346.32Task 3: Follow-up 4 86.58 $1,904.76Total