HomeMy WebLinkAboutAndrew Neiditz - Facilitator PSA For 2022 City Council RetreatPERSONAL SERVICES AGREEMENT
{ANDREW E. NEIDITZ)
THIS AGREEMENT is entered by and between the City of Pasco and Andrew E. Neiditz
referred to as Mr. Neiditz for the purpose of contracting for personal services in the
capacity as [facilitator for the 2022 City Council retreat].
RECITALS
WHEREAS, the City desires to have certain services and/or tasks performed as set forth
below requiring specialized skills, training, equipment, and other supportive capabilities; and
WHEREAS, Mr. Neiditz represents that it is qualified and possesses sufficient skills,
experience, equipment, and necessary capabilities, including: technical and professional expertise,
when required, to perform the services and/or tasks as set forth in this Agreement upon which the
City is relying.
NOW, THEREFORE, in consideration of the mutual covenants, and performances
contained herein, the parties agree as follows:
1. Scope of Services. Mr. Neiditz shall perform such services and accomplish such tasks,
including the furnishing of all labor, materials, and equipment necessary for full
performance thereof, as identified and designated as Mr. Neiditz's Responsibilities
throughout this Agreement, and as more particularly described in Scope of Work detailed
in [Exhibit A], attached hereto and incorporated herein (the "Project").
2. Term. This Project shall begin on the execution date listed above and promptly be
completed by 03/26/2022.
3. Compensation and Payment.
3.1 Payment for services provided hereunder shall be made following the performance
of such services. Such payment shall be full compensation for work performed or
services rendered, and for all labor, materials, supplies, equipment, and incidentals
necessary to complete the Project.
3.2 No payment shall be made for any services rendered by Mr. Neiditz except for
services identified and set forth in this Agreement except as may be authorized by
a written supplemental agreement approved by the City.
3.3 The City shall pay Mr. Neiditz for work performed under this Agreement upon
timely submitted invoices detailing work performed and expenses for which
reimbursement is sought. The City shall approve all invoices before payment is
issued. Payment shall occur within thirty (30) days of receipt and approval of an
invoice.
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3.4 The City shall pay Mr. Neiditz for all work performed and expenses incurred under
this Agreement, as follows.
❑ Hourly (Single Rate): $ per hour plus actual expenses incurred
as provided under this Agreement, but not to exceed a total of
$ without prior written authorization by the City; or
❑ Hourly (Multiple Rate): Such rates as identified on [Exhibit No./Letter],
plus actual expenses incurred as provided under this Agreement, but not to
exceed a total of $ without the prior written authorization by
the City; or
❑ Fixed Sum: A total of $
® Other: _See attached
exhibit
4. Reports and Inspections.
4.1 Mr. Neiditz at such times and in such forms as the City may require, shall furnish
to the City such statements, records, studies, surveys, reports, data, and information
as the City may request pertaining to matters covered by this Agreement.
4.2 Mr. Neiditz shall, at any time during normal business hours and as often as the City
or the Washington State Auditor may reasonably 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 Mr. Neiditz's activities. The City may, at its discretion,
conduct an audit at its expense, using its own or outside auditors, of Mr. Neiditz's
activities which relate, directly or indirectly, to this Agreement. Mr. Neiditz shall
be provided a copy of such reports.
4.3 The Mr. Neiditz, during the term of this Agreement, shall obtain all permits and
registration documents necessary for the performance of its work and for the
execution of services at its own expense, and shall maintain its validity. Upon
request, Mr. Neiditz shall deliver to the City copies of these licenses, registration
documents, and permits or proof of their issuance or renewal.
4.4 Mr. Neiditz shall maintain books, records and documents, which sufficiently and
properly reflect all direct and indirect costs related to the performance of this
Agreement, and shall maintain such accounting procedures and practices as may be
necessary to assure proper accounting of all funds paid pursuant to this Agreement.
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These records shall be subject, at all reasonable times, to inspection, review, or
audit as provided above.
4.5 Mr. Neiditz shall retain all books, records, documents or other material relevant to
this Agreement for three (3) years after its expiration. Mr. Neiditz agrees that the
City, or its designee, shall have full access and right to examine any of said
materials at all reasonable times during this period.
5. Ownership and Use of Documents.
5.1 All research, tests, surveys, preliminary data, information, drawings and documents
made, collected, or prepared by the Mr. Neiditz for performing the services subject
to this Agreement, as well as any final product, collectively referred to as "work
product," shall be deemed as the exclusive property of the City, including copyright
as secured thereon. Mr. Neiditz may not use them except in connection with the
performance of the services under this Agreement or with the prior written consent
of the City. Any prior copyrighted materials owned by Mr. Neiditz and utilized in
the performance of the services under this Agreement, or embedded in with the
materials, products and services provided thereunder, shall remain the property of
Mr. Neiditz subject to a license granted to the City for their continued use of the
products and services provided under this Agreement. Any work product used by
Mr. Neiditz in the performance of these services which it deems as "confidential,"
"proprietary," or a "trade secret" shall be conspicuously designated as such.
5.2 In the event of Mr. Neiditz's default, or if this Agreement is terminated prior to its
completion, the work product of Mr. Neiditz, along with a summary of the services
performed to date of default or termination, shall become the property of the City,
and tender of the work product and summary shall be a prerequisite to final payment
under this Agreement. The summary of services provided shall be prepared at no
additional cost, if the Agreement is terminated through default by Mr. Neiditz. If
the Agreement is terminated through convenience by the City, the City agrees to
pay Mr. Neiditz for the preparation of the summary of services provided.
6. Public Records.
6.1 Mr. Neiditz acknowledges that the City is an agency subject to Chapter 42.56 RCW
"Public Records Act." All preliminary drafts or notes prepared or gathered by Mr.
Neiditz, and recommendations of Mr. Neiditz are exempt prior to the acceptance
by the City or public citation by the City in connection with City action.
6.2 If Mr. Neiditz becomes a custodian of public records of the City and request for
such records is received by the City, Mr. Neiditz shall respond to the request by the
City for such records within five (5) business days by either providing the records,
or by identifying in writing the additional time necessary to provide the records
with a description of the reasons why additional time is needed. Such additional
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time shall not exceed twenty (20) business days unless extraordinary good cause is
shown.
6.3 In the event the City receives a public records request for protected work product
of Mr. Neiditz within its possession, the City shall, prior to the release of any
protected work product or as a result of a public records request or subpoena,
provide Mr. Neiditz at least ten (10) business days prior written notice of the
pending release and to reasonably cooperate with any legal action which may be
initiated by Mr. Neiditz to enjoin or otherwise prevent such release.
7. Independent Contractor Relationship.
7.1 The parties intend that an independent contractor relationship is created by this
Agreement. The City is interested primarily in the results to be achieved; subject
to the scope of services and the specific requirements of this Agreement, the
implementation of services will lie solely with the discretion of Mr. Neiditz. No
agent, employee, officer or representative of Mr. Neiditz shall be deemed to be an
employee, agent, officer, or representative of the City for any purpose, and the
employees of Mr. Neiditz are not entitled to any of the benefits or privileges the
City provides for its employees. Mr. Neiditz will be solely and entirely responsible
for its acts and for the acts of its agents, employees, officers, subcontractors or
representatives during the performance of this Agreement.
7.2 In the performance of the services provided in this Agreement, Mr. Neiditz is an
independent contractor with full authority to control and direct the performance of
the details of the work, however, the results of the work contemplated herein must
meet the approval of the City and shall be subject to the City's general rights of
inspection and review to secure the satisfactory completion thereof.
7.3 Mr. Neiditz shall comply with all State and Federal laws.
7.4 The City may, at its sole discretion, require Mr. Neiditz to remove any employee,
agent or servant from employment on this Project who, in the City's sole discretion,
may be detrimental to the City's interest.
7.5 Mr. Neiditz as an independent contractor and not an employee shall not be entitled
to any employee benefits including but not limited to vacation time, sick leave, paid
time off, or paid holidays.
8. Indemnification.
8.1 Mr. Neiditz shall defend, indemnify, and hold harmless the City, its officers,
officials, employees, and volunteers harmless from any and all claims, injuries,
damages, losses or suits including attorney fees, arising out of or resulting from the
acts, errors or omissions of Mr. Neiditz in performance of this Agreement, except
for injuries and damages caused by the sole negligence of the City.
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8.2 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 Mr. Neiditz, and the City, its officers, officials,
employees, and volunteers, Mr. Neiditz's liability, including the duty and cost to
defend, hereunder shall be only to the extent of Mr. Neiditz's negligence. It is
further specifically and expressly understood that the indemnification provided
herein constitutes Mr. Neiditz's waiver of immunity under Industrial Insurance,
Title 51 RCW, solely for 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.
8.3 No liability shall attach to the City by reason of entering into this Agreement except
as expressly provided herein.
8.4 This indemnification shall include damages, penalties and attorney fees caused by
Mr. Neiditz's delayed or failed performance of Section 6 above.
9. Insurance. Mr. Neiditz 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 Mr. Neiditz, its
agents, representatives, employees, or subcontractors. Mr. Neiditz's maintenance of
insurance as required by the Agreement shall not be construed to limit the liability of Mr.
Neiditz to the coverage provided by such insurance, or otherwise limit the City's recourse
to any remedy available at law or in equity.
9.1 Minimum Scope of Insurance. Mr. Neiditz shall obtain insurance of the types and
coverage described below:
9. 1.1 Automobile Liability insurance covering all owned, non -owned, hired and
leased vehicles. Coverage shall be at least as broad as Insurance Services
Office (ISO) form CA 00 01.
9.4 Acceptability of Insurers. Insurance is to be placed with insurers with a current
A.M. Best rating of not less than A: VII.
9.5 Verification of Coverage. Mr. Neiditz 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.
9.6 Notice of Cancellation. Mr. Neiditz shall provide the City with written notice of
any policy cancellation within two (2) business days of their receipt of such notice.
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9.7 City Full Availability of Consultant Limits. If Mr. Neiditz 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 Mr. Neiditz, irrespective of whether such limits maintained by Mr.
Neiditz are greater than those required by this Agreement or whether any certificate
of insurance furnished to the City evidences limits of liability lower than those
maintained by Mr. Neiditz.
9.8 Failure to Maintain Insurance. Failure on the part of the [Contractor/Consultant] to
maintain the insurance as required shall constitute a material breach of contract,
upon which the City may, after giving five (5) business days notice to Mr. Neiditz
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 Mr. Neiditz from the City.
10. Nondiscrimination. In the performance of this Agreement Mr. Neiditz will not
discriminate against any employee or applicant for employment on the grounds of race,
creed, color, national origin, sex, marital status, age or the presence of any sensory, mental
or physical handicap; provided that the prohibition against discrimination in employment
because of handicap shall not apply if the particular disability prevents the proper
performance of the particular worker involved. Mr. Neiditz shall ensure that applicants are
employed, and that employees are treated during employment in the performance of this
Agreement without discrimination because of their race, creed, color, national origin, sex,
marital status, age or the presence of any sensory, mental or physical handicap. Consultant
shall take such action with respect to this Agreement as may be required to ensure full
compliance with local, State and Federal laws prohibiting discrimination in employment.
11. Covenant Against Contingent Fees. Mr. Neiditz warrants that it has not employed nor
retained any company, firm, or person, other than a bona fide employee working
exclusively for Mr. Neiditz, to solicit or secure this Agreement; and that it has not paid or
agreed to pay any company, person or firm, other than a bona fide employee working
exclusively for Mr. Neiditz, any fee, commission, percentage, brokerage fee, gift, or other
consideration contingent upon or resulting from the award or making of this Agreement.
For breach or violation of this warranty, the City shall have the right to terminate this
Agreement.
12. Assignment and Subcontracting.
12.1 The City has awarded this Agreement to Mr. Neiditz due to its unique qualifications
to perform these services. Mr. Neiditz shall not assign (or subcontract other than
as specifically identified in Exhibit A) its performance under this Agreement or any
portions of this Agreement without the prior written consent of the City, which
consent must be sought at least thirty (30) days prior to the date of any proposed
assignment.
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12.2 Any work or services assigned or subcontracted hereunder shall be subject to each
provision of this Agreement including Section 6, Public Records; Section 10,
Nondiscrimination; proper bidding procedures where applicable; and all local, State
and Federal statutes, ordinances, and guidelines.
12.3 Any technical or professional service subcontract not listed in this Agreement, must
have prior written approval by the City.
13. Termination.
13.1 Termination for Convenience. Either party may terminate this Agreement for any
reason upon giving the other party no less than ten (10) business days written notice
in advance of the effective date of such termination.
13.2 Termination for Cause. If Mr. Neiditz fails to perform in the manner called for in
this Agreement, or if Mr. Neiditz fails to comply with any other provisions of this
Agreement and fails to correct such noncompliance within five (5) business days of
written notice thereof, the City may terminate this Agreement for cause.
Termination shall be affected by serving a notice of termination on Mr. Neiditz
setting forth the manner in which Mr. Neiditz is in default. Mr. Neiditz will only
be paid for services and expenses complying with the terms of this Agreement,
incurred prior to termination.
14. General Provisions.
14.1 For the purpose of this Agreement, time is of the essence.
14.2 Notice. Notice provided for in this Agreement shall be sent by:
14.2.1 Personal service upon the Project Administrators; or
14.2.2 Certified mail to the physical address of the parties, or by electronic
transmission to the e-mail addresses designated for the parties below.
14.3 The Project Administrator for the purpose of this Agreement shall be:
14.3.1 For the City:
14.3.2 Mr. Neiditz:
15. Dispute Resolution.
Dave Zabell, or his/her designee
zabelld@pasco-wa.gov (e-mail address)
Andrew E. Neiditz, or his/her designee
aneiditz(aD-gmail. com (e-mail address)
15.1 This Agreement has been and shall be construed as having been made and entered
into and delivered within the State of Washington and it is agreed by each party
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hereto that this Agreement shall be governed by the laws of the State of
Washington.
15.2 In the event of a dispute regarding the enforcement, breach, default, or
interpretation of this Agreement, the Project Administrators, or their designees,
shall first meet in a good faith effort to resolve such dispute. In the event the dispute
cannot be resolved by agreement of the parties, said dispute shall be resolved by
arbitration pursuant to RCW 7.04A, as amended, with both parties waiving the right
of a jury trial upon trial de novo, with venue placed in Pasco, Franklin County,
Washington. The substantially prevailing party shall be entitled to its reasonable
attorney fees and costs as additional award and judgment against the other.
16. Nonwaiver. Waiver by the City of any provision of this Agreement or any time limitation
provided for in this Agreement shall not constitute a waiver of any other similar event or
other provision of this Agreement.
17. Integration. This Agreement between the parties consists in its entirety of this document
and any exhibits, schedules or attachments. Any modification of this Agreement or change
order affecting this Agreement shall be in writing and signed by both parties.
18. Authorization. By signature below, each party warrants that they are authorized and
empowered to execute this Agreement binding the City and Mr. Neiditz respectively.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the
date first written above.
CITY OF PASCO, WASHINGTON
Dave Zabe , i y anager (> 50,000)
Department Director (< $50,000)
ATTEST:
Debra C. Barham, City Clerk
CONSULTANT
1 4 "
Mr. An rew E. Neiditz
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Exhibit A — Scope of work
ANDREW E. NEIDITZ
101-B CHINOOK LN
STEILACOOM WA 98388
aneiditz .gmail.com
253-732-8081
CITY OF PASCO CITY COUNCIL GOAL -SETTING RETREAT
March 25-26, 2022
PROFESSIONAL SERVICES PROPOSAL
1. Review current Council 2020-21 goals statement
2. Discuss City priorities and issues with city executive staff
3. Develop appropriate group exercises to assist with Council consensus building
4. Assist in preparation of retreat agenda
5. Introduce retreat ground -rules at 3/25/2022 4pm session
6. Facilitate Council retreat at 3/26/2022 8am-4pm session
7. Prepare retreat summary report
Professional service fee
Preparation, 8 hours @ $150 1200
Retreat facilitation, 12 hours @ $150 1800
Follow-up, 2 hours @ $150 300
Travel time, 9 hours @ $75 675
TOTAL fee $3,975
Any additional/unanticipated hours will be billed @ $150
Travel reimbursable expense
472 miles @ $0.56 $264.32