003-17 - Gordon Thomas Honeywell Governmental - ContractCITY OF PORT ORCI-IARD PROFESSIONAL SERVICES AGREEMENT
THIS Aoreement is made eff'ectiveas of the 20"' day ol'December 2016, byand between the City
of Port Orchard, a municipal corporation, organized under the laws of the State of Washington, whose
address is:
CITY OFPORT ORCF]ARD,,WASFIINCil'ON (hereinafter the "CITY")
216 Prospect Street
Port Orchard, Washington 98366
Contact: Mayor Robert. Putaansuu Phone- 360.876.4407 Fax: 360.895.9029
and Gordon Thomas Hone well Governmental Affairs a Limited Liability Company (describe
y
the type of organization, whether corporation, sole proprietorship, etc.), organized under the laws of the
State of Washington, doing business at:
Gordon Thomas Honevwell Governmental Affairs (hereinafter the "CONSULTANT")
1201 Pacific Ave, Suite 2 1 OO/PO Box 1677
Tacoma, WA 98401
Contact: Brialina Murray Phone: (253) 620-6500 Fax: (253)) 620-656-5
for professional services in connection with the following Project:
The City's Legislative Agenda
TERMS AND CONDITIONS
1. Services by Consultant.
A. Consultant shall perform the services described in tile Scope of Work attached to this
Agreement as Exhibit "A" and City Council's Legislative Agenda attached as Exhibit "B". 'file services
performed by tile Consultant shall not exceed the Scope of Work without prior wvritten authorization from
the City.
B. The City may from time to time require changes or modifications in the Scope of Work.
Such Changes, including any decrease or increase in the amount of compensation, shall be agreed to by
the parties and incorporated in written amendments to the Agreement.
2. Terms. This Agreement shall commence on January, 1 2017 and shall terminate oil
Decernbcr 31, 2018, unless extended or terminated in writing as provided herein.
3. Compensation.
U i,ump sum. c.,ornpensation for these services shall be a Lump Sum of
City o I' Port Orchard
Gordon Thomas floneywell-GA
Proressional Service Agreement Contract No. 0 0 3 — 17
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1XI I1I1ti11", AND MATERIALS NOT TO EXCEF"D. For the inonLIIS b0tWeCnJantialy° 1, 2017
and Deceniber 31, 2017, the City of Port Orchard shall pay CoDsultant a monthly fee of
$3,550, including sales tax for the services listed above. For the months between
January i, --;,ol8 and December 31, f>018, the City of Port Orchard shall pay Consultant a
nionthly fee Of $3,750, including sales tax for the services listed above. Consultant shall
only bill communication and travel expenses, not to not exceed $2,500 per year,
including sales tax for the term of the contract.
J TIME, AND MA-11"'MALS. Cotupeusation for these services shall be on I time and material
basis according to the list of billing rates. and reimbursable expenses attached hereto as Lxhibit
OTHER.
4. Payment,
A. Consultant shall maintain time and expense records and provide then) 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 sixty (60) days of receipt of a proper
invoice, If the City objects to all or any portion of any invoice, it shall so notify tire Consultant of the
same within fifteen (15) days from the (late 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. 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 shalf
C,
comply with all federal and state laws applicable to independent contractors, including, but riot limited to,
the Maintenance of a separate set of books and records that reflect all itenis ofincome 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 all
employer-ernployce relationship between the parties, which is subject to Title 51 RM Industrial
Insurance.
E. if the services rendered do riot meet the requirements of the Agreement, Consultant will
correct or modify the work to comply with the Agreement. City may withhold payment for such work
until the work inects the requirements of the Agreement.
5. DiscHmination and Compliance with Laws
A. C011SUltant agrees riot to discriminate against any employee or applicant ]or employment
or any other person in the Performance or this AAgreement 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.
City or Port Orchard
Gordon Thonias I loneywell-GA
Professional Service Agreenient Contract No. 0 0 3 — 17
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B. 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 ofthe City and shall be su�lcct to the City's general right inspection to Secure the satisfactory
completion thereof' * The Consultant aou rces to comply with all fiederal, state and municipal laws, rules and
regulations that are now effiective or become applicable within the terms of' this Agreement to the
Consultant's business, equipment and personnel engage,([ in operations covered by this Agreement or
accruing out of the performance of such operations.
C. Consultant shall obtain a City of fort Orchard business license prior to receipt of written
Notice to Proceed.
D. Violation or this Paragraph 6 shall be a material breach of this Agreement and 'grounds
for cancellation, termination, or suspension of the Agreement by Cityin whole or in part, and may result
in ineligibility for further work for City,
6. Relationship of Parties. The parties intend that all 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 deerned to be the
employee, agent, representative or sub -consultant of the City. In the perforillance of the Nvork, 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., but not limited to, compensation, insurance, and
unemployment insurance are available From the City to the employees, agents, representatives or Sub -
consultant.,, 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
perfbrin the same or similar work that tile Consultant perl'orms hereunder.
7. Suspension and Termination of Agreernent
A. Termination without cause. This Agreement may be terminated by the City at any tirne
for public convenience, for the Consultant's insolvency or bankruptcy, or the Consultant's assispinient f Or
the benefit of creditors.
B. Ternlination with cause... The Agreement may be terminated upon the deflault of the
Consultant.
C. L6plits U �Ro it Tennination.
I With oi- Without *auseUpon termination for any reason, all finished or
unfinished documents, reports, or other material or work Of Consultant pursuant to this
Agreement shall be submitted to City., in(] Consultant shall be entitled to just and equitable
compensation flor any satisfactory work completed prior to the (late of termination, not to exceed
the total compensation set forth herein. Consultant shall not be entitled to any reallocation of
cost, profit or overhead, Consultant shall not in any event be entitled to anticipated profit On work
not performed because Of'SLIC11 termination. COI)SUltailt S11,111 use its best ellbris to minimize the
City of Port Orchard
Gordon Thomas I loney%vell-GA
Professional Service Agreement Ccmtnict No. 003-17
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compensation payable under this Agreement in the CVC11t Of such termination. Upon termination,
the City may take over the work and prosecute the same to completion, by contract or otherwise.
Default, If the Agreement is terminated for default, the CO11SUltallt shall riot be
entitled to receive any flirther payments under the Agreement until all work called for has been
fully performed. Any extra cost or darna to the City resulting from such default(s) shall be
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deducted from any money due or coming due to the Consultant. 'File 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
ol'such default.
D. ' Sit ' * ispeis " ion. The City may suspend this Agreement, at its sole discretion. Any
reimbursement for expenses incurred chic to the suspension shall be limited to the Consultant's reasonable
expenses, and shall be subject to verification. 'file consultant sliall resume performance of services tinder
this Agreement Without delay when the suspension period ends.
E. Notice of Termination or Susnension. If delivered to the Consultant in person,
termination shall be, effective immediately upon The Consultant's receipt ofthe City's written notice or
such date as stated in (lie 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 Consultant. Such notice shall
indicate the anticipated period of suspension. Notice inay also be delivered to the Consultant at the
address set forth in Section 15 herein.
Standard of Care. Consultant represents and warrants that it has the requisite training, skill and
experience necessary to provide the services under this agreement and is appropriately accredited and
licensed by all applicable agencies and governmental entities. Services provided by Consultant tinder 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.
9. Ownership of Work Product.
A. All data materials, reports, memoranda, and other documents developed tinder this
Agreement whether finished or not shall become the property of City, shall be forwarded to City at its
request and may be used by City as it sees lit. Upon termination of this agreement pursuant to paragraph if
above, all finished or unfinished documents, reports, or other material or work of Consultant pursuant to
this Agreement shall be submitted to City.
B. All written information Submitted by the City to the Consultant it) connection with the
services performed by the Consultant under this Agreement will be safeguarded by the Consultant to at
least the same extent as the Consultant safeguards 4c information relating to its own business. If Such
inforniation is publicly available or is already in ConsultanVs possession or known to it, or is rightfully
obtained by the Consultant from third parties, the Consultant shall bear no responsibility for its disclosure,
inadvertent or otherwise.
10. Work Performed at the Consultant's Risk. The Consultant shall take all precautions necessary
and shall be responsible for the safety ol'its employees, agents and sub -consultants in the perrorinance of
the work hereunder, and shall utilize all protection necessary for that purpose. All work shall be done at
City ol'Port Orchard
Gordon Thomas I loneywell-G A
Prorcssional Service il-Ireelnell, Contract 'No. 0 0 3 - 17
the Consultant's own risk, and the Consultant shall be responsible for any loss or damage to materials.
tools, or other articles used or held by tile Consultant for use in connection with tile work,
11. Indemnification, The 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 all legal Costs and attorneys' flees, arising out of or in connection with the performance of
this Agreement, except for injuries and damages caused by the sole negligence of the City. The City's
inspection or acceptance of any of the Consultant's work when completed shall not be grounds to avoid
any oftliese covenants ofindernriification,
Should a court of competent jurisdiction determine that this Agreement is Subject to RCW 4.24.115, then,
in the event orliabilivy for darnages arising out of bodily injury to persons or damages to property caused
by or resulting from the concurrent negligence of tile Consultant and the City, its officers, officials,
employees, agents and Volunteers, the Consultant's liability 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 INSURANCETITLE 51 RCW, SOLELY FOR THE PURPOSES
OF THIS INDEMNIFICATION. THE PARTIE'S FURTHER ACKNOW1.1-I'DGE THAT THEY HAVE
MUTUALLY NEGOTIATED TFIIS WAIVER. 1111-i CONSUL'FANTIS WAIVER OF IMMUNITY
UNDER TI-ir PROVISIONS OF TFIIS SECTION DOES NOT INCI.A.)DE, OR EXTEND TO. ANY
CLAIMS BY ITIE CONSIJI...TANT'S EMPLOYFI'ES DIRECTLY AGAINSTTI-It" CONS(JI.JANT.
12. Insurance. The Consultant shall procure and maintain for the duration of the Agreement.
insurance against claims for ir(itiries 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. MillitnLillIScope oflilsLiriiiee
Consultant shall obtain insurance ol'the types described below:
1. Automobile Liability insurance covering all owned, non -owned, hire([ and ]eased
vehicles. Coverage shall be written on Insurance Set -vices Office (ISO) form CA 00
01 or a substitute form providing quivalent 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 frorn premises, operations, independent contractors and personal
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injury and advertising injury. The City shall be named by endorsement as an
additional insured under the Consultant's Commercial General I.Jability insurance
policy with respect to the work performed for the City.
3. Workers' Compensation coverage as require(] by the Industrial Insurance laws of'the
State of Washington.
City of Port Orchard
Gordon "I'llornas Floricycvcll-GA
Prolless,ionil Service A,reereit ContctN o. 0 0 3 — 1
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4, Professional Liability insurance appropriate to the Consultant's profession.
13. Minimum Amounts 01'Insurance
Consultant shall maintain the following insurance limits-.
I. Automobile Liability insurance with a rnininium combined single limit for 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. Professional Liability insurance shall be written with limits no less than $1,000,000
per claim and $ 1,000,000 policy aggregate lirnit.+
4. Employer's Liability each accident $1,000,000, Employer's Liability Disease each
ernployee $1 ,000,000, and Employer's Liability Disease -Policy Limit $1,0001,000.
C. Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions for
Automobile I.Jability, Professional Liability and Commercial General Liability insurance:
1. The Consultants 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 COI)SUIUMICS insurance shall be endorsed to state that coveraoc 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.
3. The City will not waive its right to subrogation against the Consultant. The
Consultant's insurance shall be endorsed acknowledging that (lie City will not waive
their right to subrogation. The Consultant's insurance shall be endorsed to waive the
right of subrogation against the City, or any self-insurance, or insurance pool
coverage maintained by the City.
4. if any coverage is written on a "claims made" basis, then 3 IniniML1111 of a three (3)
year extended reporting period shall be included witty the claims made policy, and
proof of (his extended reporting period provide to the City.
D. Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of not less than ANIL
E. Verification of Coverage
City of Port Orebard
Gordon Thomas I loneywell-GA
Prot'essional Service Agreement Contract No, 0 0 3 — 17
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Consultant shall furnish the Cite with original certificates taracf to copy of the amendatory
endorsements, including but, not necessarily limited to the additional insured endorsement,
evidencing the insurance: requirements of the Corasttltant before coinnaeneement of the work.
13. Assigning or .Subcontracting. Consultant shall not assign, transfer, subcontract or erncunrber
any rights, duties, or interests accruing from this Agreement without the express prior ~written consent of
the City, which consent may be withheld in the sole discretion of the City.
14. Notice. Any notices required to be, given by the City to Consultant or by Consultant to tine City shall
be in writing and delivered to the parties at the followw,ing addresses:
Robert Putaansuu
Mayor
216 "Prospect Street
Port Orchard, WA 98366
Phone: (360) 876-4407
Fax: (360) 895.9029
Cordon Thomas Honeywell Gov. Affairs
Attn: Brialanxa Murray,
1201 Pacific Avenue, Suite >2100
Tacoma, WA 98401
Phone?: (253) f 20-6500
Fax: {253) 620-6565
15. Resolution of Disputes and 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 trtts; intent or meaning. The. Mayor shall also decide all questions which may arise between
the; parties relative to the actual services provided or it) the sufficiency of the performance hereunder.
B. If any dispute arises between tlae City and the Consultant under any of the provisions of
this Agreement which cannot be resolved by the Mayor's determination in to reasonable tune:, or if the
Consultant does not agree with the Mayor's decision tan a disputed matter, jurisdiction of any resulting
litigation shall be filed in Kitsap'County Superior Court, Kitsap County, Washington.
C. `Phis Agreement shall be governed by and construed in accordance with tine laws of' tile
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
attctrncy's fees from the other party.
16. General l'rovisi zns,
A. 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, ado rccnients, or
options, and the swine shrill be in full force and effect.
13. Modification. No ~waives, alteration, modification of any of tile, provisions of this
Agreement shall be binding unless in writing an(] signed by a (July authorized representative of the City
,in(] the Consultant.
City of Port. Orchard
Gordon Thomas Honeywell -GA
Professional Service Agrecrnent Contract No, Q Q 3 —17
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C. Severability. The provisions of this Agreement are declared to be severable. If any
provision of this Agreement is for any reason held by a court of competent jurisdiction to be invalid or
unconstitutional, such invalidity or unconstitutionality shall not affect the validity or constitutionality of
any other provision.
D. Entire Agreement. The written provisions of this Agreement, together with any Exhibits
attached hereto, shall supersede all prior verbal statements of any officer or other representative of the
City, and such statements shall not be effective or be construed as entering into or forming a part of or
altering in any manner whatsoever, the Agreement or the Agreement documents. The entire agreement
between the parties with respect to the subject matter hereunder is contained in this Agreement and the
Exhibits attached hereto, which may or may not have been dated prior to the execution of this Agreement.
All of the above documents are hereby made a part of this Agreement and form the Agreement document
as fully as if the same were set forth herein. Should any language in any of the Exhibits to this
Agreement conflict with any language contained in this Agreement, then this Agreement shall prevail.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year set
forth above.
CITY OF PORT ORCHARD,
WASHINGTON
Gordon Thomas Honeywell Governmental
Affairs
By: By:
Robert Putaan uu urray
Mayor Vice President
Date: Date:
Attest:
LZI
ndy Rinearson, CMC
City Clerk
APPROVED AS TO FORM:
By:
onCgt
City Att pN
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1 fi w 1:11111110% , EXHIBIT A
City of Port Orchard
Gordon Thomas Honeywell -GA
Professional Service Agreement Contract No.
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SCOPE OF WORK
Consultant shall provide the City of Port Orchard with the following governmental aft -airs
services:
• Provide the City with a weekly legislative report, during the legislative session that includes
weekly hearing schedules and a SUInniary of bills important to the City, Identify legislation
that Would impact the City of Port Orchard specifically,
• Provide the City with real-time updated bill tracking that can be accessed via the web.
• Attend all relevant legislative hearings,
• Work with the city to develop a holistic legislative agenda.
• Meet with legislators year round to promote city legislative agenda items.
• Develop and lobby forrransportation and Capital Budget funding requests identified by the
Council.
Lobby the Legislature on all issues developed Linder the legislative prograin,
* Lobby defensively on legislation that is introduced that would negatively impact the City.
* urri-GA WOUld register as the City's lobbyist with the Public Disclosure Commission.
EXHIB11" B
City of Port Orchard
Gordon Thornas lloncywell-GA
Professional Service Al,,reement Contract Nmo. 0 0 3 — 17
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2016 Lecyislative Priorities
Phasing of Bay Street Pedestrian Path
The City of Port Orchard is greatly appreciative of the $3.5 million in funding allocated to the completion of Bay
Street Pedestrian in the Connecting Washington funding package. The city understands that the allocation of
funds to bike/pcdestrian projects will be adjusted in the coming years to address project readiness/cash flow. The
City requests that the funding to Bay Street Pedestrian Path 'be adjusted accordingly, to allow Segment 3 to be
built sooner, which will connect the already constructed segments of2, 4 & 5 providing the public with a usable
and complete fiacilitysooner.
2017-2019
$500,000
2019-2021
$2 million
2021-2023
$1 million
Treniont Fundin(
The City of Port Orchard must complete the Tremont Corridor by 2018, The total cost of construction is $17,5
million. 'rhe city is working to secure finding thrOUgh the Transportation Improvement Board, and the Puget
Sound Rc-ional Council. 'rhe city will ask its state legislative delegation for letters of support to increase the
competitiveness of the city's funding applications.
SR 160- Explore Next Steps
The City of Port Orchard will work with the state to determine next steps to improve State Route 160. The City
will explore whether a Corridor study is necessary, how SR160 would connect with Bethel Corridor and state
funding options.
West Sound Alliance
The City of Port Orchard supports the West Sound Alliance it) advancing the region's transportation funding
requests to the state legislature, The City supports the project list developed by the West Sound Alliance,
including the ftindirigrequest for the Tremont Widening -Port Orchard Gateway Project.
InfrastructureFunding
The City encourages the state to develop a program for local infrastructure funding. Since the disconti u ,at jot, of
the Public Works Assistance Account, there is a -strong need for infrastructure Funding program.
Public Records Act Reform
The City of Port Orchard supports reform to statutes governing public records requests. The 2015 Ufli-Slaftirc
directed the State Auditor's Office to conduct a study on the actual cost ot'providing public records, both paper
and electronically. 'rhe City supports the completion of this study, arid other refiornis that are introduced in the
meantime to reduce city costs. In approaching this reRinn, the City recognizes th
kind accountability in government.
1 , e importance of transparency
City of Port Orchard
Gordon Thomas I'loneywelf-GA
Professional Service Agreement Contract No, 0 0 3 - 17