010-19 - Gordon Thomas Honeywell Governmental - ContractCITY OF PORT ORC PROFESSIONAL SERVICES AGREEMENT
THIS Agreement is made effective as of the I't day of January 2019, 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 Robert Putaansuu Phone: 360.876.4407 Fa>r: 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 ..CON ")
l20l Pacific Ave, Suite 2100/PO Box 1677
Tacoma, WA 98401
Contact: Briahna Murray Phone: (253) 620-6500 Far: (253) 620-6565
for professional services in connection with the following Project:
The City's Legislative Agenda
TERMS A}ID CONDITIONS
l. Seruices bY Consultant.
A. Consultant shal perform the services described in the Scope of Work attached to this
Agreement as Exhibit ,,A,, and City Council's Legislative Agenda attached as Ex]ribit "B". The services
performed by the Consultant shall not exceed the S.op. of Work without prior wriften authorization from
the City.
B. The City may from time to time require changes_or modifications in the Scope of Work'
Such changes, includinj*y dr.r.ase or increase in itre arnouni of compensation, shall be agreed to by the
parties *Jin"o.porated in written amendments to the Agreement'
z. Terms. This Agreement shatl commence on January t, 2o1;g' and shall terminate on
December 81, zdzorunless extended or terminated in writing as provided herein'
Compensation.
LLIMP SUM. Compensation for these services shall be a Lump Sum of$
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City of Port Orchard
Gordon Thomas Honeywell-GA f \ lq- 11Professional Service Agreernent Contract No'(.24-t-z
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E TIME AND MATERI.ALS NOT TO EXCEED. For the months between January t, zorg and
December 31, 2019, the City of Port Orchard shall pay Consultant a monthly fee of $S,8oo,
including sales tur for the services listed above. For the months between January L, 2o2o
and December gt, 2o2o, the City of Port Orchard. shall pay Consultant a montlly fee of
$S,8So, including sales tax for the services listed above. Consultant shall only bill
cpmmunication and travel $q)enses, not to not exceed $z,5oo per year, including sales ta:c
for the term of the contract.
TIME AND MATERIALS. Compensation for these services shall be on a time and material basis
according to ,lhe list of billing rates and reimbursable expenses attached hereto as Exhibit
OTHER.
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 ofthe 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 notifu the Consultant ofthe surme
within fifteen (15) days from the date of receipt and shall pay that portion of the invoice not in dispute, and
the parties shall irnmediately make every effort to settle the disputed portion.
C. Consultant sha I 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 5l RCW, Industrial [nsurance.
E. If the services rendered do not meet the requirements of the Agreement, Consultant will
conect or modiS the work to comply with the Agreement. City may withhold payment for such work until
the work meets the requirements of the Agreement.
5. 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, seL age, disability, or other circumstance prohibited by federal, state, or local law or
ordinance, except for a bona fide occupational qualification.
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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 of the City and shall be subject to the City's general .ight inspection to secure the satisfactory
completion thereof. The Consultant agrees to comply with all federal, state and municipal [aws, rules and
regulations thaf 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 Pa.ragraph 6 shall be a material breach of this Agreement and grounds for
cancellation, termination, or suspension of the Agreanent by City, in whole or in part, and may result in
ineligibility 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 specifrc 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 emp oyee, agent,
representative or sub-consulant 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, t}e
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-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 rvithout 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 ttre
Consultant.
C. Rights Upon Tqrmination.
l. With or Withoul Cause. 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 Consulant 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 cos! 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 minirnize the compensation payable
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Gordon Thomas Honeywell-GA
Professional Service Agreement Contract N c*
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under this Agreement in the event of such termination. Upon termination, the City may take over
the work andprosecute the same to completion, by conffact or otherwise.
Z. 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 guch default(s) shall be
dedusted from any money due or coming due to the Consultant. The Consultant shall bear any extra
expenses incurrei by the City in completing the work, including al[ increased costs for completing
the work, ild all damage sustained, or rvhich 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 fo..*penses incuned 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 rvhen the suspension period ends.
E. Notice of Termination gr Suspensior-r. lf delivered to the Consultant in person, termination
shall be effective immediately upon the Consultant's receipt of the Crty's written notice or such date as
stated inthe CiU's notice of termination, whicheveris later. Notice of suspension shallbe giventothe
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 l5 herein.
8. Standard of Care. Consultant represents and warrants that it has the requisite training, skill and
experience necessary to provide the ,"*i".r under this agreement and is appropriately accredited and
liclnsed by all applilablaagencies and governmental entities. Services provided b-V lonsultant under this
agreemeniwill be perform"d ir, " mrrnu. 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. Atl data materials, reports, memorandq and other documents developed under this
Agreement whether finished or not stritt become the property of City, shall be forwarded to City at its
reluest and may be used by City as it sees fit. Upon termination of this agreement pursuant to paragraph 8
abone, all finished or unfinished documents, reports, or other material or work of Conzultant pursuant to
this Agreement shall be submitted to City-
B. All qnitten 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 thg, Consultant from third parties. the Consultant shall bear no responsibility for its disclosure,
inadvertent or otherwise.
f0. 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 utilizoall protection necessary for that purpose. All work shall be done at
City of Port Orchard
Gordon Thomas Honeywell-GA
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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 Consulant for use in connection with the work.
11. Indemnification. The Consultant shall defend, indemnify and hold the City, its officers, offtcials,
employees, agents and volunteers harnrless from any and all claims, injuries, damages, losses or suits.
including all legal Costs and attorneys' feeg arising out of or in connection with the perfonnance of this
Agreement, except for injuries and damages caused by the sole negligenc€ 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 of these
covenants of indemnifi cation.
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 prop€rty caused
by or resulting from the concurrent negligence of the Consulant and the City, its officers, ofificials,
employees. agents and Volunteers, the Consultant's liability hereunder shall be only to the extent of the
Consultant's negl igence.
IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE
INDEMNIFICATION PROVIDED TIEREIN CONSTITUTES TT{E CONSULTA}.ITS WAIVER OF
IMMTINITY UNDER INDUSTRTAL INST'RANCE, TITLE 5I RCW, SOLELY FOR TI{E PURPOSES
OF THIS INDEMNTFICATION. THE PARTIES FURTIfiR ACKNOWLEDGE THAT THEY HAVE
MUTUALLY NEGOTIATED THIS WATVER. THE CONSULTANT'S WATVER OF IMMI.'NITY
T'NDER THE PROVISIONS OF THIS SECTION DOES NOT INCLUDE, OR EXTEND TO. ANTY
CLAIMS BY THE CONSULTANT'S EMPLOYEES DIRECTLY AGAINST TIIE CONSULTANT.
12. Insurance. The Consultant shall procure and maintain for the duration ofthe Agreement, insurance
against claims for injuries to persons or damags to property which may arise from or in connection with the
performance of the work hereunder by the Consultan! its agents, representatives, or employees.
A. Minimum Scope of Insurance
Consultant shall obtain insurance ofthe types described below:
l. Automobile Liability insurance covering all owned, non-owned, hired and leased
vehicles. Coverage shall be written on Insurance Services Office (lSO) form CA 00 01
or a substitute form providing equivalent liability coverage. If necessary, the policy
shalt be endorsed to provide contractual liability coverage.
2. Commercial General Liability insurance shall be writen on ISO occurrence form CG
00 01 or a substitute form providing equivalent liability coverag€ and shall cover
liability arising from premises. operations, independent contractors and personal injury
and advertising irj,rry. The CiB shall be named by endorsement as an additional
insured under ihe Cons.rltant's Commercial General Liability insurarrce 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.
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Professional Service Agreement Contract
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4. Professional Liability insurance appropriate to the Consultant's profession.
B. Minimum Arnounts of Insurance
Consultant shall maintain the following insurance limits:
l. Automobile Liability insurance with a minimum combined single limit for bodily
injury and property damage of $1,000,000 per accident.
Z. Commercial General Liability insurance shall be written with limits no less than
$ l, 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 Liabiliry Disease each
employee 91,000,000, 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 fotlowing provisions for
Automobite Liability, Professional Liability and Commercial General Liability insurance:
l. The Corsultant's instrance coverage shatl 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 ofsubrogationagainst 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 athnee (3) ylq
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
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Professional Service Agreement contractrqo.6tO-l
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Consultant shall fumish 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 ofthe Consultant before commencement of the work.
13. Assigning or Subcontracting. Consultant shall not assign, transfer, subcontract or encumber any
rights, duties, or interests accruing fiom 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:
Robert Putaansuu
Mayor
216 Prospect Street
Port Orchard, WA 98366
Phone: (360) 8764407
Fax: (360) 895-9029
Gordon Thomas Honeyuell Gov. Afhirs
Attrr: Briahna Murray
l20l Pacific Avenue, Suite 2100
Tacoma, WA 98401
Phone: (253) 620-5500
Fax: (253) 620-6565
15, Resoluflon 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 fust 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
theparties relative to the actual services provided or to the suffrciency 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
titigation shall be filed in Kitsap County Superior Court, Kitsap Count5r, Washin$on.
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 attorney's
fees from the other party-
16. General Provisions.
A. Non-walver of Breach. The failure of either party to insist upon strict performance of any
of the covenants and agreements contained herein, orto exercise any option herein contained in one or more
instances, shall not be constued to be a waiver or relinquishment of said covenants, agreements, or optiong
and the same shall be in ful force and effect.
B. Modification. No waiver, alteration, modification of any of the provisions of this
Agreement'hall-bebi',dingunlessinwritingandsignedbyadulyauthorizedrepresentativeoftheCityand
the Consultant.
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C. Severabilitv. 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 unconstitutionalrty 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 formingapmt of or altering
in any manner whatsoever, the Agneement or the Agreement documents. The entire agreement bef,v.reen
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 Agreernent. All of
the above documents are hlreby made a part ofthis Agreement and form the Agreement document as fully
as ifthe same were set forth heiein. 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
Byt
Robert Futaansuu
Mayor
Date:
Attest:
By
Gordon Thomas Honeynrell Governmental
Affairs
MMC, CPRO
City Clerk
APPROVED AS TO FORM:
By
Cates
City Attorney
City of Port Orchard
Gordon Thomas Honeywell-GA /r r a. ^ I A
Professional Service Agreement Contract No- (J ( U- I I
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Murray
Vice President
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EXHI I A
SCOE F
Consultant shall provide the City of Port Orchard with the following governmental affairs serryices:
. Provide the City with a weekly legislative report during the legislative session that includes
weekly hearing schedules, a sumrnary of bills important to the City, and billtacking. Identiff
legislation that would impact the City of Port Orchard specifically.
. 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 inhoduced that would negatively impact the City.
. GTH-GA would register as the City's lobbyist with the Public Disclosure Commission.
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E)G{IBIT B
DRAFT 2019-Zl Legislative Priorities
McComick Sewage Lift Station #2
The City of port Orihard inherited responsibility for the McCormick Woods sewer lift station from Kitsap County
in lggi.The old sewer lift station is functionally obsolete. The City and private developer are jointly completing
two new sewage lift stations. Lift Station #l is under construction at the developer's exPense, and the City is
responsible forbuilding Lift Station #2in2}lg.Thetotal project costto the City will be $2.8 million and is seeking
$l million in capital budget funding to complete the project.
State Investment in State Routes
Like many cities, Port Orchard faces challenges in maintaining and improving the City's tansportation system.
State routes - Sedgrvick Road (State Route 150) and State Route 16 - traverse through the Cilf and serve as both
regional and locai- thoroughfares. Because these are state routes, the state is responsible for maintaining and
imlroving thern to accommodate the region's growing population. The City isseeking $8 million in transportation
nrnAing for two compact roundabouts at the SR-16 and SR-160 interchanges in order to help rnitigate congestion
along these state routes.
Economic I)evelopment Tools
The City of Port Orchard supports economic development tools that benefit the development of tre City's
downtown area. The CitV alio supports the Association of Washington Cities economic development and
redevelopment legislative priority as it benefits the City of Port Orchard.
Condominium Liability
The City of port Orchard supports legislation that limits liability on condominium developers. In 2005, WA State
passed i..model" condominium liability law that resulted in an unfriendly environment and strict liability laws for
condominium developers, and the issue has not been revisited since. The City supports modernizing the statute to
ease some of this burden on developem. Some examples the City is interested in are: defining what "damage" is,
allowing the developer an opportuniry to cure or fix a defect, a watranty insurance program, and smaller condo
buildings.
Foster Pilot Program
The City of Port O..t61O was chosen by the State for a water resource mitigation pilot projecq which will inform a
legislative task force on options for how to respond to the Foster decision. The outcomes of this pilot project, and
ufimately the rccommendations of the legislative task force are of critical importance for the City and the state-
The City seeks ongoing legislative support for these issues as the pilot progrirm and task force continue.
The City of Port Orchard sapports the Association of Washington Ctties' legislative agenda-
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