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005-16 - Gordon Thomas Honeywell Governmental - ContractCITY OF PORT ORCHARD PROFESSIONAL SERVICES AGREEMENT THIS Agreement is made effective as of the 23rd day of December, 2015. by and between the City of Port Orchard, a municipal corporation, organized under the laws of the State of Washington. whose address is: CITY OF PORT ORCHARD, WASHINGTON (hereinafter the "CITY") 216 Prospect Street Port Orchard. Washington 98366 Contact: Mayor Timothy C. Matthes Phone: 360.876.4407 Fax: 360.895,9029 and Gordon Thomas Honeywell Governmental Affairs a Limited Liability Company (describe the type of organization, whether corporation, sole proprietorship, etc.), organized under the laws of the State of Washington, doing business at: Gordon Thomas Honeywell Governmental Affairs (hereinafter the "CONSULTANT") 1201 Pacific Ave. Suite 2100/PO Box 1677 Tacoma, WA 98401 Contact: Briahna Murray Phone: (253) 620-6500 Fax: (253) 620-6565 for professional services in connection with the following Project: The City's Legislative Agenda TERMS AND CONDITIONS Services by Consultant. A. Consultant shall perform the services described in the Scope of Work attached to this Agreement as Exhibit "A" and City Council's Legislative Agenda attached as Exhibit " B". The services performed by the Consultant shall not exceed the Scope of Wort: without prior written 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 2o16 and shall terminate on December 31, 2016, unless extended or terminated in writing as provided herein. 3. Compensation. ❑ LUMP SUM. Compensation for these services shall be a Lump Sum of $ City of Port Orchard Gordon 'Thomas Honeywell -GA Professional Service Agreement Contract No. 005-16 Iof10 ❑ TIME AND MATERIALS NOT TO EXCEED ❑ TIME AND MATERIALS. Compensation for these services shall be on a time and material basis according to the list of billing rates and reimbursable expenses attached hereto as Exhibit ® OTHER. The City of Port Orchard shall pay Consultant a monthly fee of $3,333, including sales tax for the services listed above. Consultant shall only bill communication expenses, such as travel to Port Orchard. The expenses shall not exceed $2,500, including sales tax for the term of the contract. 4. Payment. A. 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 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 the Consultant of the same within fifteen (15) clays 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. 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. Consultant will correct or modify the work to comply with the Agreement. City may withhold payment for such work until the work meets the requirements of the Agreement. S. Discrimination and Compliance with Laws A. 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. City of Port Orchard Gordon Thomas Honeywell -GA Professional Service Agreement Contract No. 005-16 2of10 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 of the City and shall be subject to the City's general right 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. C. Consultant shall obtain a City of Port Orchard business license prior to receipt of written Notice to Proceed. D. Violation of this Paragraph 6 shall be a material breach of this Agrecment and grounds for cancellation, termination, or suspension of the Agreement by City, in whole or in part, and may result in ineli-iblllty for further work for City. 6. Relationship of Parties. 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, but not limited to, compensation, insurance, and unemployment insurance are available fi-om the City to the employees, agents, representatives or sub - consultants 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. 7. Suspension and Termination of Agreement 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. The Agreement may be terminated upon the default of the Consultant. C. Rights Upon Termination. 1, tVith or Without Cenise. Upon 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. and 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. 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 such termination. Consultant shall use its best efforts to minimize the City of Port Orchard Gordon Thomas Floneywell-GA Professional Service Agreement Contract No. 005-16 3of10 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. ?. DeJaull. 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 fi•om 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. E. 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 Consultant. Such notice shall indicate the anticipated period of suspension. Notice may also be delivered to the Consultant at the address set forth in Section 15 herein. 8. 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 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. 9. Ownership of Work Product. A. All data materials, reports, memoranda, and other documents developed under 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 fit. Upon termination of this agreement pursuant to paragraph 8 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 in 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 like information relating to its own business. If such information is publicly available or is already in Consultant's 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 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 City of Port Orchard Gordon Thomas I-loney%vell-GA Professional Service Agreement Contract No. 005-16 4of10 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 the Consultant for use in connection with the 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' fees, 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 -rounds to avoid any of these covenants of indemnification. Should a court of competentjurisdiction determine that this Agreement is Subject to RCW 4.24.1 1 i, 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, 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 INSURANCE, TITLE jl RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. THE CONSULTANT'S WAIVER OF IMMUNITY UNDER THE PROVISIONS OF THIS SECTION DOES NOT INCLUDE, OR EXTEND TO. ANY CLAIMS BY THE CONSULTANT'S EMPLOYEES DIRECTLY AGA INST THE CONSULTANT. 12. 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. ?. Commercial General Liability insurance shall be written on ISO occurrence form CC 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. City of Port Orchard Gordon Thomas FloneyNvell-GA Professional Service Agreement Contract No. 005-16 5of10 4. Professional Liability insurance appropriate to the Consultant's profession. B. Minimum Amounts of Insurance Consultant shall maintain the following insurance limits: I. Automobile Liability insurance with a minimum 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 limit.+ 4. 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. C. 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: L 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 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. 3. 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 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 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 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 A:VII. E. Verification of Coverage City of Port Orchard Gordon Thomas Honeywell -GA Professional Service Agreement Contract No. 005-16 6of10 Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to (lie additional insured endorsement. evidencing the insurance requirements of the Consultant before commencement of the work. 13. Assigning or Subcontracting. Consultant shall not assign, transfer, subcontract or encumber 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 the City shall be in writing and delivered to the parties at the following addresses: Timothy Matthes Mayor 216 Prospect Street Port Orchard, WA 98366 Phone: 360.876.4407 Fax: 360.895.9029 15. Resolution of Disputes and Governing Law. Gordon Thomas Honeywell Gov. Affairs Attn: Briahna Murray 1201 Pacific Avenue. Suite 2100 Tacoma. WA 98401 Phone: (253) 620-6500 Fax: (253) 620-6565 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. Wally 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 Washingrton. 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 attorney's fees from the other party. 16. General Provisions. A. Non -waiver of Breach. The fitilure 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. uty of Port Orchard Gordon Thomas Honeywell -GA Professional Service Agreement Contract No. 005-16 7of10 B.. Modificgfion.. No waiver, alteration.. modirkation of any of the provisions rxf thi Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and the Consultant. C. S-everability. The provisions of this, Agreement are declared to be selverabie. 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 untonstitutionalRy shalt not affect the validity or constitutionality of any other provision. D. Fn_tiFe Agreement. The written provisions of this Agre-pment. to*ther with any Exhibit s attached. liereto.. shall supersede all prior, verlx.it statements of officer any ocer or other representativeof- , the City, and such stateilients shall not. be eff6efive or be construed as entering into or forming a par! of or altering in any manner whatsoever; the -Agreement or the Agreement documents: s. The entire agreement... between: the parties with..rtspect to the subject matter hereurider is contained in this Agreement and..tl e,- Exhibits attached hereto, which may ormay not have been dated prior to the execution or this Agrep-ment. 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 eerntained in this Agreement.. then this Agreement shall prevail. IN WIT NI SS WF(rR'FO- F', the parties have executed this, Agreement on the ,day and year set forth above. CITY OF PORT- ORCHARD. WASHING TON By: Timothy C-Matthes Mayor Date: QT 0 ",.-Attest. 0[3A Cj Cb A4 B OF W N§' By-, Brandy Rinearsont-MC City Cleek 0VED M'1'0 ORM: 'Eaki A. Morrfl, City Attomety: City of Potl'Orcharo Gdrdon Thomas tfoneywell-GA Professional Servlce Agreement Cont'ract No. 00.5-16 Gordon Thomas Honeywell . Governmental AlTat rs of to EXHIBIT A SCOPE OF WORK COnSUItanl shall provide the City of Port Orchard with the following governmental affairs services: • Provide the City with a weekly legislative report during the legislative session that includes weekly hearing schedules and a summary of bills important to the City. ldentify 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 for Transportation and Capital BUdget funding requests identified by the Council. • Lobby the Legislature on all issues developed under the legislative program. • Lobby defensively on legislation that is introduced that would negatively impact the City. • GTH-GA Would register as the City's lobbyist with the Public Disclosure Commission. City of Port Orchard Gordon Thomas Honeywell -GA Professional Service Agreement Contract No. 005-16 9 of 10 EXHIBIT B 2016 Legislative Priorities Phasing of Bay Street Pedestrian Path The City of Port Orchard is greatly appreciative of the $3.5 million in finding allocated to the completion of Bay Street Pedestrian in the Connecting Washington funding package. The city understands that the allocation of funds to bike/pedestrian projects will be adjusted in the coming years to address project readiness/cash floxv. 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 of 2, 4 K 5 providing the public with a usable and complete facility sooner. 2017-2019 $500,000 2019-2021 $2 million 2021-2023 $1 million Tremont Funding The City of Port Orchard must complete the Tremont Corridor by 2018. The total cost of construction is $17.5 million. The City is working to secure funding through the Transportation Improvement Board, and the Puget Sound Regional Council. The 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 SR 160 would connect with Bethel Corridor and state funding options. West Sound Alliance The City of Port Orchard supports the West Sound Alliance in 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 funding request for the Tremont Widening -Port Orchard Gateway Project. Infrastructure Funding 'File City encourages the state to develop a program for local infrastructure funding. Since the discontinuation of the Public Works Assistance Account, there is a strong need for infi•astructure funding program. Public Records Act Reform The City of Port Orchard supports reform to statutes governing public records requests. The 2015 Legislature directed the State Auditor's Office to conduct a study on the actual cost of providing public records, both paper and electronically. Tile City supports the completion of this study, and other reforms that are introduced in the meantime to reduce city costs. In approaching this reform, the City recognizes the importance of transparency and accountability in government. City of Port Orchard Gordon Thomas 1-loneywell-GA Professional Service Agreement Contract No. 005-16 10 of 10