Draft Professional Services Contract.pdf

City of Sammamish Professional Services Consultant Contract 801 228th Ave.SE Contract Number: fld_ContractNumber

Contract Cover Sheet

Vendor: fld_LegalNameA

Project: fld_ContractTitleA

Amount: fld_ContractAmountA

Approved by Council: fld_CouncilApprovalDate

Department: fld_Department

Project Manager: fld_ProjectManager

Contract Start Date: fld_EffectiveDateA

Contract Expiration Date: fld_ExpirationDateA

Any Legal Changes:

This Agreement is made and entered, by and between the City of Sammamish, Washington, a Washington municipal corporation, hereinafter referred to as the “City” and fld_LegalName, hereinafter referred to as the “Consultant”.

Project Description: fld_ContractTitle

Commencing: fld_EffectiveDate

Terminating: fld_ExpirationDate

WHEREAS, the City desires to have certain services performed for its residents; and

WHEREAS, the City has selected the Consultant to perform such services pursuant to certain terms and conditions;

NOW, THEREFORE, in consideration of the mutual benefits and conditions set forth below, the parties hereto agree as follows:

1. Scope of Services to be Performed by Consultant.

The Consultant shall perform these services as described in “Exhibit A” of this agreement. The

Consultant shall perform all services diligently and completely and in accordance with professional standards of conduct and performance and shall comply with all federal, state, and local laws and regulations applicable to the performance of such services.

2. Contract Documents.

The Agreement consists of the following documents, which are all incorporated by reference:

a. This Agreement and all exhibits attached thereto;

b. The Request for Proposal, Request for Qualifications, Invitation to Bid, or other City-issues request for project submittals;

c. The submitted project quote, bid, or proposal;

d. All documents required under this Agreement, including but not limited to documentation evidencing insurance, if applicable;

e. W-9 Request for Taxpayer Identification Number;

f. Scope of Work (hereinafter referred to as “Work”)

The intent of these documents is to include all labor, materials, appliances, and services of every kind necessary for the proper execution of the Work, and the terms and conditions of payment, therefore. The documents are considered as one, and whatever is called for by any one of the documents shall be as binding as if called for by all.

3. Payment.

The City shall pay the Consultant for the Work rendered according to the following procedures and subject to the following requirements.

The City shall pay the Consultant, according to the rates set forth in “Exhibit A”, a sum not to exceed $fld_ContractAmount. (include W.S.S.T, if applicable)

3.1 The Consultant shall submit invoices to the City of Sammamish Accounts Payable

Department, ap@sammamish.us, for the work performed. The City agrees to pay the Consultant for the actual work completed to the satisfaction of the City and in conformance with this Contract.

The City shall pay the Consultant for services satisfactorily rendered within ten (10) days after City

Council approval of each such payment.

3.2 The Consultant shall complete and return the attached Form W-9, “Request for Taxpayer

Identification Number” prior to or along with the first invoice submittal. For the Consultant to receive payment from the City of Sammamish, they must have either a Tax Identification Number or Social Security Number. The Internal Revenue Service Code requires Form 1099 for payments to every person or organization other than a corporation for services performed in the course of trade or business. Further, the law requires the City to withhold 20% on reportable amounts paid to unincorporated persons who have not supplied the correct Tax Identification Number or Social

Security Number.

3.3 If during the course of this Contract the work rendered does not meet the requirements set forth in the Contract, the Consultant shall correct or modify the required work to comply with the requirements of this Contract. The City shall have the right to withhold payment for such work until it meets the requirements of this Contract. No payment shall be made for any work performed by the Consultant except for the work identified and set forth in this Contract.

4. Termination.

4.1 The City reserves the right to terminate or suspend this Agreement at any time, with or without cause, upon seven (7) days prior written notice. In the event of termination or suspension, all finished or unfinished documents, data, studies, worksheets, models, reports, or other materials prepared by the Consultant pursuant to this Agreement shall promptly be submitted to the City.

4.2 In the event this Agreement is terminated or suspended, the Consultant shall be entitled to payment for all services performed and reimbursable expenses incurred to the date of termination.

4.3 This Agreement may be cancelled immediately if the Consultant’s insurance coverage is canceled for any reason, or if the Consultant is unable to perform the services called for by this Agreement.

mailto:ap@sammamish.us

4.4 The Consultant reserves the right to terminate this Agreement with not less than fourteen

(14) days written notice, or, in the event that outstanding invoices are not paid within sixty

(60) days.

4.5 This provision shall not prevent the City from seeking any legal remedies it may otherwise have for the violation of nonperformance of any provisions of this Agreement.

5. Insurance Indemnification/Hold Harmless.

Consultant shall defend, indemnify, and hold the City of Sammamish, its officers, officials, employees, and volunteers harmless form any and all claims, injuries, damages, losses, or suits including attorney fees, arising out of or resulting from the acts, errors, or omissions of the

Consultant in performance of this Agreement, except for injuries and damages caused by the sole negligence of the City of Sammamish.

However, should a court of competent jurisdiction determine that this Agreement is subject to

RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City of Sammamish, its officers, officials, employees, and volunteers, the Consultant's liability, including the duty and cost to defend, hereunder shall be only to the extent of the Consultant’s negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Consultant’s waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this

Agreement.

A. Insurance Term

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.

B. No Limitation

The 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 of Sammamish’s recourse to any remedy available at law or in equity.

C. Minimum Scope of Insurance

The Consultant shall obtain insurance of the types and coverage described below:

1. Automobile Liability insurance covering all owned, non-owned, hired, and leased vehicles.

Coverage shall be written at least as broad as Insurance Services Office (ISO) form CA 00 01.

2. Commercial General Liability insurance shall be at least as broad as ISO occurrence from CG

00 01 and shall cover liability arising from premises, operations, stop-gap, independent contractors, and personal injury and advertising injury. The City of Sammamish shall be named as an additional insured under the Consultant’s Commercial General Liability insurance policy with respect to the work performed for the City of Sammamish using an additional insured endorsement at least as broad as ISO endorsement form CG 20 26.

3. Worker’s Compensation coverage as required by the Industrial Insurance Laws of the State of Washington.

4. Professional Liability insurance appropriate to the Consultant’s profession.

D. Minimum Amounts of Insurance

The Consultant shall maintain the following insurance limits:

1. 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 $2,000,000 each occurrence, $2,000,000 general aggregate.

3. Professional Liability insurance shall be written with limits no less than $2,000,000 per claim and $2,000,000 policy aggregate limit.

E. Other Insurance Provision

The Consultant’s Automobile Liability and Commercial General Liability insurance policies are to contain or be endorsed to contain, that they shall be primary insurance as respect the City of Sammamish. Any insurance, self-insurance, or self-insured pool coverage maintained by the City of Sammamish shall be excess of the Consultant’s insurance and shall not contribute with it.

F. Acceptability of Insurers

Insurance is to be placed with insurers with a current A.M. best rating of not less than A:VII.

G. Verification of Coverage

The Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Agreement before commencement of the work.

H. Notice of Cancellation

The Consultant shall provide the City with written notice of any policy cancellation within two

(2) business days of their receipt of such notice.

I. Failure to Maintain Insurance

Failure on the part of the Consultant to maintain the insurance as required shall constitute a material breach of contract, upon which the City of Sammamish may, after giving five (5) business days’ notice to the Consultant to correct the breach, immediately terminate the

Agreement or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the City on demand or at the sole discretion of the City, offset against funds due the Consultant from the

City.

J. City of Sammamish Full Availability of Consultant Limits

If the Consultant maintains higher insurance limits than the minimums shown above, the City shall be insured for the full available limits of Commercial General and Excess or Umbrella liability maintained by the Consultant, irrespective of whether such limits maintained by the

Consultant are greater than those required by this Agreement or whether any certificate of insurance furnished by the City evidences limits of liability lower than those maintained by the Consultant.

6. Independent Contractor.

The Consultant and the City agree that the Consultant is an independent contractor with respect to the services provided pursuant to this Agreement. The Consultant will solely be responsible for its acts and for the acts of its agents, employees, sub-consultants, or representatives during the performance of this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto.

7. Title VI Compliance (Appendix A – Title VI Assurances).

During the performance of this contract, the Consultant, for itself, its assignees, and successors in interest (hereinafter referred to as the “Contractor”) agrees as follows:

7.1 Compliance with Regulations: The Contractor (hereinafter includes consultants) will comply with the Acts and the Regulations relative to non-discrimination in federally assisted programs of the U.S. Department of Transportation, Washington State Department of Transportation, as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract.

7.2 Non-Discrimination: The Contractor, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The

Contractor will not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part21.

7.3 Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding, or negotiation made by the Contractor for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier will be notified by the Contractor of the Contractor’s obligations under this contract and the Acts and the Regulations relative to Non-discrimination on the grounds of race, color, or national origin.

7.4 Information and Reports: The Contractor will provide all information and reports required by the Acts and the Regulations and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the Recipient of the Washington State Department of Transportation to be pertinent to ascertain compliance with such Acts and Regulations and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the information, the contractor will so certify to the Recipient of the Washington State Department of

Transportation, as appropriate, and will set forth what efforts it has made to obtain the information.

7.5 Sanctions for Noncompliance: In the event of a contractor’s noncompliance with the non-discrimination provisions of this contract, the Recipient will impose such contract sanctions as it or the Washington State Department of Transportation may determine to be appropriate, including, but not limited to, withholding payments to the contractor under the contract until the contractor complies; and/or canceling, terminating, or suspending a contract, in whole or in part.

7.6 Incorporation of Provisions: The contractor will include the provisions of paragraphs one through six in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts and the Regulations and directives issued pursuant thereto. The contractor will take action with respect to any subcontract or procurement as the Recipient of the

Washington State Department of Transportation may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the contractor becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the contractor may request the Recipient to enter into any litigation to protect the interests of the Recipient. In addition, the contractor may request the U.S. to enter into the litigation to protect the interests of the United States.

(Appendix E – Title VI Assurances)

During the performance of this contract, the contractor, for itself, its assignees, and successors in interest

(hereinafter referred to as the “contractor”) agrees to comply with the following non-discrimination statutes and authorities; including but not limited to:

Pertinent Non-Discrimination Authorities

• Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21.

•The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C.§

4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of

Federal or Federal-aid programs and projects);

•Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the basis of sex);

•Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27;

•The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age);

•Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex);

•The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the

Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal-aid recipients, sub- recipients and contractors, whether such programs or activities are Federally funded or not);

•Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38;

•The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex);

•Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and

Low-Income Populations, which ensures Non-discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations;

•Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of Limited

English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100);

•Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq).

8. Non-Endorsement.

As a result of the selection of a consultant to supply services to the City, the Consultant agrees to make no reference to the City in any literature, promotional material, brochures, sales presentation or the like without the express written consent of the City.

9. Non-Collusion.

By signature below, the Consultant acknowledges that the person, firm, association, co-partnership or corporation herein named, has not either directly or indirectly entered into any agreement, participated in any collusion, or otherwise taken any action in restraint of free competitive bidding in the preparation or submission of a proposal to the City for consideration in the award of a contract on the specifications contained int his Contract.

10. Business License.

The Consultant will be required to obtain a City of Sammamish business license prior to performing any services and maintain the license in good standing throughout the term of its agreement with the City. The application can be found here.

11. Waiver.

Waiver by the City of any breach of any term or condition of this Agreement shall not be construed as a waiver of any other breach.

12. Assignment and Subcontract.

The Consultant shall not assign or subcontract any portion of the services contemplated by this

Agreement without the prior written consent of the City.

13. Conflict of Interest.

The City insists on the highest level of professional ethics from its consultants. Consultant warrants that it has performed due diligence conflicts check, and that there are no professional conflicts with the City. Consultant warrants that none of its officers, agents or employees is now working on a project for any entity engaged in litigation with the City. The Consultant will not http://www.bls.dor.wa.gov/cities/sammamish.aspx disclose any information obtained through the course of their work for the City to any third party, without written consent of the City. It is the Consultant's duty and obligation to constantly update its due diligence with respect to conflicts, and not the City's obligation to inquire as to potential conflicts. This provision shall survive termination of this Agreement.

14. Confidentiality.

All information regarding the City obtained by the Consultant in performance of this Agreement shall be considered confidential. Breach of confidentiality by the Consultant shall be grounds for immediate termination unless such disclosure is required by law or court order.

15. Non-appropriation of Funds.

If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City will so notify the Consultant and shall not be obligated to make payments for services or amounts incurred after the end of the current fiscal period. This

Agreement will terminate upon the completion of all remaining services for which funds are allocated. No penalty or expense shall accrue to the City in the event that the terms of the provision are effectuated.

16. Entire Agreement.

This Agreement contains the entire agreement between the parties, and no other agreements, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or bind either of the parties. Either party may request changes to the Agreement. Changes which are mutually agreed upon shall be incorporated by written amendments to this Agreement.

17. Record Keeping and Reporting.

17.1 The Consultant at such times and in such forms as the City may require, shall furnish to the

City such statements, records, reports, data, and information as the City may request pertaining to matters covered by this Agreement. All of the reports, information, data, and other related materials, prepared or assembled by the Consultant under this Agreement and any information relating to personal, medical and financial data (if applicable) will be treated as confidential only as allowed by Washington State laws regarding disclosure of public information, Chapter 42.56, RCW.

17.2 The Consultant shall at any time during normal business hours and as often as the City may deem necessary, make available for examination all of its records and data with respect to all matters covered, directly or indirectly, by this Agreement and shall permit the City or its designated authorized representative to audit and inspect other data relating to all matters covered by this Agreement. The City shall receive a copy of all audit reports made by the agency or firm as to the Consultant’s activities. The City may, at its discretion, conduct an audit, at its expense, using its own or outside auditors, of the Consultant’s activities which relate, directly or indirectly, to the Agreement.

17.3 On payment to the Consultant by the City of all compensation due under this contract, all finished or unfinished documents and material prepared by the Consultant with funds paid by the

City under this Contract shall become the property of the City and shall be forwarded to the City.

Any records, reports, information, data or other documents or materials given to or prepared or assembled by the Consultant under this Contract shall not be made available to any individual or organization by the Consultant without prior written approval of the City or by court order.

17.4 Consultant will provide all original operation and maintenance manuals, along with all warranties, from the manufacturer for any equipment or items installed or supplied to the City as part of this contracted project.

17.5 The Consultant shall maintain accounts and records, including personnel, property, financial, and programmatic records, which sufficiently and properly reflect all direct and indirect costs of any nature expended and services performed pursuant to this Agreement. The Consultant shall also maintain such other records as may be deemed necessary by the City to ensure proper accounting of all funds contributed by the City to the performance of this Agreement.

17.6 The foregoing records shall be maintained for a period of seven years after termination of this Agreement unless permission to destroy them is granted by the Office of the Archivist in accordance with RCW Chapter 40.14 and by the City.

18. Ownership of Documents.

On payment to the Consultant by the City of all compensation due under this Contract, all finished or unfinished documents and material prepared by the Consultant with funds paid by the

City under this Contract shall become the property of the City and shall be forwarded to the City.

Any records, reports, information, data or other documents or materials given to or prepared or assembled by the Consultant under this Contract will be kept confidential and shall not be made available to any individual or organization by the Consultant without prior written approval of the

City or by court order.

19. Applicable Law; Venue; Attorney’s Fees.

This Agreement shall be governed by and construed in accordance with the laws of the State of

Washington. In the event any suit, arbitration, or other proceeding is instituted to enforce any term of this Agreement, the parties specifically understand and agree that venue shall be exclusively in King County, Washington. The prevailing party in any such action shall be entitled to its attorneys’ fees and costs of suit, which shall be fixed by the judge hearing the case and such fee, shall be included in the judgment.

20. Severability.

Any provision or part of this Agreement held to be void or unenforceable under any law or regulation shall be deemed stricken and all remaining provisions shall continue to be valid and binding upon the City and the Consultant, who agree that the Agreement shall be reformed to replace such stricken provision or part with a valid and enforceable provision that comes as close as reasonably possible to expressing the intent of the stricken provision.

21. Notices.

Notices to the City of Sammamish shall be sent to the following address:

City of Sammamish 801 228th Ave SE Sammamish, WA 98075 Phone Number: 425-295-0500

Project Manager:

Email:

Notices to the Consultant shall be sent to the following address:

Company Name: fld_LegalNameB

Contact Name: fld_SupplierContact

Street Address: fld_NoticeAddress

City, State, Zipcode: fld_City, fld_State, fld_State

Phone Number: fld_NoticePhone

Email: fld_NoticeEmail

This agreement was approved by Kari Sand, City Attorney, 3/19/2022.

By signing below, you agree to all the terms and conditions herein.

cla_SignatureClause

EXHIBIT A: SCOPE OF WORK