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HomeMy WebLinkAboutRick White - Personnal Services Agreement CED Consultant PERSONAL SERVICES AGREEMENT Rick White THIS AGREEMENT is entered by and between the City of Pasco, Washington, hereinafter referred to as "City", and Rick White, hereinafter referred to as "Consultant" for the purpose of contracting for personal services in the capacity as a Consultant to senior staff on City matters. 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, the City has determined the Consultant to be qualified and possessing 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, TI3EREFORE, in consideration of the mutual covenants, and performances contained herein, the parties agree as follows: 1. Scope of Services. The Consultant shall perform such services and accomplish such tasks, including the furnishing of all labor,materials, facilities, and equipment necessary for full performance thereof, as identified and designated as Consultant's Responsibilities throughout this Agreement, and as more particularly described in Scope of Work detailed in Exhibit A, attached hereto, and incorporated herein(the"ProjecY'). 2. Term. This Project shall begin on May 1,2023 and promptly be completed by August 31, 2023. 3. Com ensation and Pa�ment. 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 rnade for any services rendered by the Consultant 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 the Consultant 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. Personal Services Agreement—Rick White- 1 3.4 The City shall pay the Consultant for all work performed and expenses incurred under this Agreement, as follows: � Hourly (Single Rate): $125 per hour plus actual expenses incurred as provided under this Agreement, but not to exceed a total of $50,000 without prior written authorization by the City; or ❑ Hourly (Multiple Rate): Such rates as identified on (Exhibit No./Letter), plus actual expenses incurred as provided under this Agreement,but not to exceed a total of$ without the prior written authorization by the City; or ❑ Fixed Sum: A total of$ per month. � Other: See scope of work 4. Reports and Inspections. 4.1 The Consultant 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 The Consultant 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 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 this Agreement. Consultant shall be provided a copy of such reports. 4.3 The Consultant, 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,the Consultant shall deliver to the City copies of these licenses,registration documents, and permits or proof of their issuance or renewal. 4.4 Consultant 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. Personal Services Agreement—Rick White-2 These records shall be subject, at all reasonable times, to inspection, review, or audit as provided above. 4.5 The Consultant shall retain all books,records,documents,or other material relevant to this Agreement for three (3)years after its expiration. Consultant 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 Consultant 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. Consultant 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 the Consultant 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 the Consultant subject to a license granted to the City for their continued use of the products and services provided under this Ageement. Any work product used by the Consultant 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 Consultant's default, or if this Agreement is terminated prior to its completion, the work product of the Consultant, 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 the Consultant. If the Agreement is terminated through convenience by the City, the City agrees to pay Consultant for the preparation of the summary of services provided. 6. Public Records. 6.1 Consultant 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 the Consultant, and recommendations of the Consultant are exempt prior to the acceptance by the City or public citation by the City in connection with City action. 6.2 If the Consultant becomes a custodian of public records of the City and request for such records is received by the City, the Consultant 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 Personal Services Agreement—Rick White-3 records with a description of the reasons why additional time is needed. Such additional 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 the Consultant 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 Consultant 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 the Consultant to enjoin or otherwise prevent such release. 7. Independent Contractor Relationshin. 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 the Consultant. No agent, employee, officer, or representative of the Consultant shall be deemed to be an employee, agent, officer, or representative of the City for any purpose, and the employees of the Consultant are not entitled to any of the benefits or privileges the City provides for its employees. The Consultant 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, Consultant 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 The Consultant shall comply with all State and Federal laws including, but not limited to: 7.3.1 The definition requirements of RCW 50.04.140 (Employment Security). 7.3.2 RCW 51.08.195 (Industrial Insurance). 7.3.3 Obtain a City of Pasco business license. 7.4 The City may,at its sole discretion,require the Consultant 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 Consultant 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. Personal Services Agreement—Rick White-4 8. Indemnification. The City shall defend, indemnify and hold harmless from any and all claims,injuries, damages,losses or suits including attorney fees, arising out of or resulting from the acts, errors or omission of Consultant in good faith performance of this Agreement. 9. Nondiscrimination. In the performance of this Agreement, the Consultant 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. The Consultant 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. 10. Assi nment and Subcontractin . 10.1 This City has awarded this Agreement to the Consultant due to its unique qualifications to perform these services. The Consultant 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 as least thirty (30) days prior to the date of any proposed assignment. 10.2 Any work or services assigned or subcontracted hereunder shall be subject to each provision of this Agreement including Section 6, Public Records; Section 9, Nondiscrimination;proper bidding procedures where applicable;and all local, State and Federal statutes, ordinances, and guidelines. 10.3 Any technical or professional services subcontract not listed in this Agreement, must have prior written approval by the City. 11. Covenant Asainst Contin�ent Fees. The Consultant warrants that it has not employed nor retained any company, firm, or person, other than a bona fide employee working exclusively for the Consultant, to solicit or secure this Agreement; and that it has not paid ar agreed to pay any company, person ar firm, other than a bona fide employee working exclusively for the Consultant, 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. Termination. Personal Services Agreement—Rick White-5 12.1 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. 12.2 Termination for Cause. If the Consultant fails to perform in the manner called for in this Ageement, or if the Consultant 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 the Consultant setting forth the manner in which the Consultant is in default. The Consultant will only be paid for services and expenses complying with the terms of this Agreement, incurred prior to termination. 13. General Provisions. 13.1 For the purpose of this Agreement, time is of the essence. 13.2 Notice. Notice provided for in this Agreement shall be sent by: 13.2.1 Personal service upon the Project Administrators; or 13.2.2 Certified mail to the physical address of the parties, or by electronic transmission to the e-mail addresses designated for the parties below. 13.3 The Project Administrator for the purpose of this Agreement shall be: 13.3.1 For the City: Adam Lincoln 525 N 3rd Avenue, Pasco, WA 99301 lincolna�c��asco-wa.�:ov 13.3.2 For the Consultant: Rick White whiter_�r �asco-wa.�ov 14. Dispute Resolution. 14.1 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 hereto, that this Agreement shall be governed by the laws of the State of Washington. 14.2 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, Personal Services Agreement—Rick White-6 Washington. The substantially prevailing party shall be entitled to its reasonable attorney fees and costs as additional award and judgment against the other. 15. 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. 16. Inte�ration. 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. 17. Authorization. By signature below, each party warrants that they are authorized and empowered to execute this Agreement binding the City and the Consultant respectively. IN WITNESS WHEREOF,the parties have caused this Agreement to be executed on the date first written above. CITY O�PASCO, W � INGTON CONSULTANT �,,� L , �� �� , s � � � Adam Lincoln, City Manager Rick White ATTEST: 1 rr �� � �. Debra C. Barham, City Clerk APPROVED AS TO FORM: .- Kerr Fer aw, PLLC, City Attorneys Personal Services Agreement—Rick White-7 Exhibit A Scope of Work Rick White will provide advisory services to ensure a smooth transition and continuity during the transition to a new Community and Economic Development Director including delivering on high priority projects for the City of Pasco (City), working under the direction of its City Manager, or designee, including,but not limited to: • Community Development assistance. • Economic Development assistance. • Development and implementation of Economic Development Strategic Plan. • Transportation impact fee analysis/recommendation. • Broadmoor master plan implementation. • CDBG 2024 allocation process. • Assist with development,review and/or amendment to city codes,policies and procedures, or other organizational needs. • Attend 2023 ICSC (flat rate of$3600) • Other projects/items as assigned by the Gity Manager Rick White will invoice the City monthly for hours worked and actual expenses incurred. Personal Services Agreement—Rick White