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HomeMy WebLinkAbout05-099 - King County JAG / Collins William - Jail Inspection Report• OAG 05- 099 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is entered into the date last below written between the KING COUNTY CITIES' JAIL ADMINISTRATIVE GROUP ("JAG") AND WILLIAM C. COLLINS ("CONTRACTOR"). 1. SERVICES BY CONTRACTOR A. Performance of Services. The Contractor shall perform the services described in the scope of work attached hereto as Attachment A. All Services will be rendered to the best of the Contractor's ability and in a timely and professional manner in compliance with all standards and rules reasonably established by the JAG. B. Modification. The JAG may periodically make changes to the Services that are within the general scope of the Agreement, by giving the Contractor written notice of such changes. If the Change results in an increase in work that would exceed the authorized total contract amount, the parties will amend the agreement per Article 13. 2. PAYMENT A. The JAG shall pay the Contractor for such services hourly, at the rate of $150 per hour (except travel time charged at $50 per hour), plus actual reasonable expenses, but not more than a total of $11,000. B. The Contractor shall maintain time and expense records and provide them not more frequently than monthly to the JAG Coordinator, along with monthly invoices in a format acceptable to the JAG for work performed to the date of the invoice. C. All invoices shall be paid by mailing a City of Tukwila warrant within 30 days of receipt of a proper invoice after approval of the Contractor's completed tasks/deliverables to the date of the invoice or monthly report, as appropriate. D. The Contractor shall keep cost records and accounts pertaining to the Agreement available for inspection by the JAG's representatives for three (3) years after final payment. Copies shall be made available on request. E. If the services rendered do not meet the requirements of the Agreement, the Contractor will correct or modify the work to comply with the Agreement. The JAG may withhold payment for such work until the work meets the requirements of the Agreement. 3. DISCRIMINATION AND COMPLIANCE WITH LAWS A. The Contractor agrees not to discriminate against any employee or applicant for employment or any other person in the performance of this Agreement because of race, creed, color, national origin, marital status, sex, age, disability, or other circumstance prohibited by federal, state or local law or ordinance, except for a bona fide occupational qualification. B. The Contractor shall comply with all federal, state and local laws and ordinances applicable to the work to be done under this Agreement. ORIGINAL Professional Services Agreement between JAG & William C. Collins Page 1 C. Violation of this Section 3 shall be a material breach of this Agreement and grounds for cancellation, termination or suspension of the Agreement by the JAG, in whole or in part, and may result in ineligibility for further work for the JAG. 4. TERM AND TERMINATION OF AGREEMENT A. Term. This Agreement shall remain in effect until completion of the services described in Attachment A and final payment therefor unless terminated earlier in accordance with Paragraph 4.B. of this Agreement. B. Rights Upon Termination. This Agreement may be terminated by either party without cause upon thirty days' written notice, in which event all finished or unfinished documents, reports, or other material or work of Contractor pursuant to this Agreement shall be submitted to the JAG, and the Contractor shall be entitled to just and equitable compensation at the rate set forth in Paragraph 2 for any satisfactory work completed prior to the date of termination. 5. OWNERSHIP OF WORK PRODUCT All data, materials, reports, memoranda and other documents developed under this Agreement whether finished or not shall become the property of the JAG, shall be forwarded to the JAG at its request and may be used by the JAG as it sees fit. The JAG agrees that if it uses products prepared by the Contractor for purposes other than those intended in this Agreement, it does so at its sole risk and it agrees to hold the Contractor harmless therefor. 6. GENERAL ADMINISTRATION AND MANAGEMENT The Chair of the JAG, or his/her designee, shall be the JAG's representative, and shall oversee and approve all services to be performed, coordinate all communications, and review and approve all invoices, under this Agreement. 7. INDEMNIFICATION AND HOLD HARMLESS A. The Contractor shall protect, defend, indemnify and save harmless the JAG Cities their officers, employees and agents from any and all costs, claims, judgments or awards of damages, arising out of or in any way resulting from the negligent acts or omissions of the Contractor. The Contractor agrees that its obligations under this subparagraph extend to any claim, demand, and/or cause of action brought by, or on behalf of, any of its employees or agents. For this purpose, the Contractor, by mutual negotiation, hereby waives, as respects the JAG Cities only, any immunity that would otherwise be available against such claims under the Industrial Insurance provisions of Title 51 RCW. In the event the JAG Cities incur any judgment, award, and/or cost arising therefrom including attorneys' fees to enforce the provisions of this article, all such fees, expenses and costs shall be recoverable from the Contractor. B. The JAG City or JAG Cities as provided in Paragraph 15 of the Interlocal Agreement (hereinafter "Indemnitor(s)") shall protect, defend, indemnify and save harmless the Contractor, its officers, employees and agents from any and all costs, claims, judgments or awards of damages, arising out of or in any way resulting from the negligent acts or omissions of the Indemnitor(s). The Indemnitor(s) agrees that its obligations under this subparagraph extend to any claim, demand, and/or cause of action brought by, or on behalf of, any of its employees or agents. For this purpose, the Indemnitor(s), by mutual negotiation, hereby waives, as respects the Contractor only, Professional Services Agreement between JAG & William C. Collins Page 2 • • any immunity that would otherwise be available against such claims under the Industrial Insurance provisions of Title 51 ROW. In the event the Contractor incurs any judgment, award, and/or cost arising therefrom including attorneys' fees to enforce the provisions of this article, all such fees, expenses and costs shall be recoverable from the Indemnitor(s). C. The Contractor will indemnify, defend, and hold the JAG Cities (and their elected officials, officers, employees, successors, assigns, insurers, licensees, distributors, independent contractors, and agents) harmless from all claims, damages, losses, and expenses (including reasonable attorneys' fees incurred on such claims and in proving the right to indemnification) arising out of or resulting from any claim, action, or other proceeding that is based upon (a) the Contractor's breach of any obligations, representations, or warranties under the Agreement, (b) the Contractor's outside business activities, or (c) the infringement or misappropriation by the Contractor of any foreign or United States patent, copyright, trade secret, or other proprietary right in results. 8. INSURANCE; RISK OF LOSS The Contractor shall maintain insurance that is sufficient to protect the Contractor's business against all applicable risks, as set forth in Attachment B. The Contractor will provide the JAG with certificates of insurance and other supporting materials as the JAG reasonably may request to evidence Contractor's continuing compliance with this Section 8. The Contractor will be liable for all loss or damage, other than ordinary wear and tear, to the JAG's property in the Contractor's possession or control that is cause by the Contractor. In the event of any such loss or damage, the Contractor will pay the JAG the full current replacement cost of such equipment or property within thirty (30) days after its loss or damage. 9. INDEPENDENT CONTRACTOR A. Nature of Relationship. The Contractor shall be and act as an independent contractor (and not as the employee, agent, or representative of the JAG or JAG Cities ) in the performance of the Services for the JAG. The Agreement shall not be interpreted or construed as creating or evidencing an association, joint venture, partnership or franchise relationship among the parties or as imposing any partnership, franchise, obligation, or liability on any party. The Contractor will not represent himself/herself as an employee of the JAG or JAG Cites. The Contractor shall not be entitled to, and shall not attempt to, create or assume any obligation, express or implied, on behalf of the JAG or JAG Cities. So long as the Contractor is able to adequately perform all of the Contractor's obligations under the Agreement in a skilled and workmanlike manner, the Contractor shall not be required to devote the Contractor's full time to the performance of the Services called for under the Agreement, and it is acknowledged that the Contractor has other clients and/or offers services to the general public. Since the Contractor will not be an employee of the JAG or JAG Cities, the Contractor will not be entitled to any of the benefits that the JAG or JAG Cities may make available to its employees, such as but not limited to vacation leave, sick leave, or insurance programs, including group health insurance or retirement benefits; nor shall the Contractor permit or cause any of the Contractor's employees, agents or subcontractors to perform any services under the Agreement in such a way as to cause or enable them to become, or claim to have become, employees, common law or otherwise, of the JAG or JAG Cities. In addition, the Contractor acknowledges that as an independent contractor, he/she/it and/or his/her/its agents, servants or employees are not eligible to recover worker's compensation benefits from or through the JAG or JAG Cities in the event of injury. Professional Services Agreement between JAG & William C. Collins Page 3 • • B. Contractor Responsible for Taxes and Records. The Contractor will be solely responsible for and will file, on a timely basis, all tax returns and payments required to be filed with or made to any federal, state or local tax authority with respect to the Contractor's performance of the Services and receipt of fees under the Agreement. The Contractor will be solely responsible for and must maintain adequate records of expenses incurred in the course of performing the Services under the Agreement. No part of the Contractor's compensation will be subject to withholding by the JAG for the payment of any social security, federal, state or any other employee payroll taxes; nor shall the JAG be obligated to make any such withholdings and/or payments on behalf of any employee, subcontractor, supplier, or other person working for or engaged by the Contractor to perform the Contractor's obligations under the Agreement. The JAG will regularly report amounts paid to the Contractor by filing Form 1099MISC with the Internal Revenue Service as required by law. 10. SUBLETTING OR ASSIGNING CONTRACT Neither the JAG nor the Contractor shall assign, transfer, or encumber any rights, duties or interests accruing from this Agreement without the express prior written consent of the other. 11. FUTURE SUPPORT The JAG makes no commitment and assumes no obligations for the support of the Contractor's activities except as set forth in this Agreement. 12. GENERAL PROVISIONS A. Governing Law; Forum. The Agreement will be governed by the laws of Washington and its choice of law rules. The Contractor irrevocably consents to the exclusive personal jurisdiction and venue of the federal and state courts located in King County, Washington, with respect to any dispute arising out of or in connection with the Agreement, and agrees not to commence or prosecute any action or proceeding arising out of or in connection with the Agreement other than in the aforementioned courts. B. Severability. If any provision of the Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The JAG and the Contractor agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision. C. Nonwaiver. Any failure by the JAG to enforce strict performance of any provision of the Agreement will not constitute a waiver of the JAG's right to subsequently enforce such provision or any other provision of the Agreement. D. No Assignment. Neither the Agreement nor any of the rights or obligations of the Contractor arising under the Agreement may be assigned without the JAG's prior written consent. Subject to the foregoing, the Agreement will be binding upon, enforceable by, and inure to the benefit of, the parties and their successors and assigns. E. JAG Marks. The Contractor will not use any trade name, trademark, service mark, or logo of the JAG (or any name, mark, or logo confusingly similar thereto) in any advertising, promotions, or otherwise, without the JAG's express prior written consent. Professional Services Agreement between JAG & William C. Collins Page 4 • • F. Notices. All notices and other communications under the Agreement must be in writing, and must be given by registered or certified mail, postage prepaid, or delivered by hand to the party to whom the communication is to be given, at its address set forth below. G. Legal Fees. In any lawsuit between the parties with respect to the matters covered by the Agreement, the prevailing party will be entitled to receive its reasonable attorney's fees and costs incurred in the lawsuit, in addition to any other relief it may be awarded. H. Counterparts. The Agreement may be signed in counterparts, each of which shall be deemed an original, and all of which, taken together, shall be deemed one and the same document. 13. EXTENT OF AGREEMENT/MODIFICATION This Agreement, together with attachments or addenda, represents the entire and integrated Agreement between the parties hereto and supersedes all prior negotiations, representations, or agreements, either written or oral. This Agreement may be amended, modified or added to only by written instrument properly signed by both parties hereto. IN WITNESS WHEREOF, the parties have executed this Agreement as of 20 (05'. CONTRACT R By: Printed Name: Lchi//4m C Title: IT/or/!¢y c-/ La -L., Address: 47/4 D 'IY)i'//uhr 40r NC City/State/ZIP: 0/ymfr t Al / NS/a Tax ID #: /'' /o7fo7 V9/ JAIL A INISTRATIVE GROUP: By: - Printed Name. 4/Q.- r,) CAR/SOA) Title:. u Approv_.r . • �1/i../�,��/ire By. Professional Services Agreement between JAG & William C. Collins Page 5 • • ATTACHMENT "A" SERVICES & COMPENSATION SCOPE OF WORK General Description and Deliverable Items The Contractor will: • Review the Yakima County Jail Policy Manual, focusing primarily on areas relating to inmate safety and inmate medical care. o Work product: Chart outlining the policies and procedures that will be evaluated; develop inspection plan; identify jail officials to include in exit interview. o The Contractor will examine the overall content of the policy manual and then focus their attention on Policies that relate primarily to inmate safety and medical care. It is not the intent that the Contractor conduct a content review of the entire manual. • Conduct an inspection of the Yakima County Jail, focusing primarily on inmate safety and medical care. • The Contractor will note other areas of concern as they present themselves during the inspection. • Conduct an exit interview with the Yakima Jail officials, presenting them with preliminary findings. • Prepare a draft written report which will be presented to Yakima Jail officials for their review and comment. A copy of the preliminary report will also be given to JAG. o Work product: Both the draft and final reports will detail policies and procedures reviewed, comments and observations regarding those polices, findings based on review and inspection, and recommendations, if applicable. ■ Prepare a final written report that takes into consideration any comments regarding the preliminary report and present that report to JAG and to the Yakima County Department of Corrections. o Work product: Final report • Attend meetings regarding the Report as requested by JAG, consistent with the funding limitations of this agreement. The parties have discussed the possibility of the Contractor working with JAG to set up some form of ongoing contract monitoring process in other key areas of jail operations. However, this agreement does not address that process. Schedule The Contractor will begin providing services on September 27, 2005 and will complete services by October 31, 2005. The proposed schedule for completing the major work items is: Review Policy Manual: Inspect Yakima facilities: Conduct Exit interview: Deliver draft report of findings: Deliver final report of findings: September 28, 2005 September 30,2005 September 30, 2005 October 7, 2005 October 21, 2005 Designated Personnel The Contractor's main point of contact for the JAG will be Charles Bolanos, or other persons associated with JAG as designated by the JAG. Compensation/Costs Costs: The following estimates are "not to exceed" estimates based on a rate of $150/hour for both Mr. Coleman and Mr. Collins. The Contractor has estimated the time necessary for the preparation, inspection, and report writing fairly closely, but does not know what additional time may be required for more preliminary or follow-up meetings, etc. The "miscellaneous" category is provided to cover potential additional meetings. Billing would only be for time actually expended. Prep - 8 hours total On site - 2 days x 2 consultants (32 hours total) Report writing - 1.5 days (12 hours total) Travel time - 10 hours total @ $50/hr. Miscellaneous - (preliminary or follow up meetings) $ 1,200.00 4,800.00 1,800.00 500.00 1,600.00 Expenses: (Note: all these are estimates, but should be close to actual expenses) Hotel - Two rooms, two nights @ $100/night Travel - From Issaquah and Olympia, approx. 670 miles @ $0.4 Travel - From consultant residences to JAG post -inspection meeting: estimated 150 miles x $0.405/mile Food - Total cost & expenses estimate: (not to exceed $11,000.00) $400.00 05/mile $271.35 $60.75 $215.00 $10, 847.10 Compensation: The Contractor will submit an invoice to the JAG for services performed and reimbursable expenses. The invoice will be in a form and content reasonably acceptable to the JAG and will describe (a) the services performed; (b) the number of hours expended performing the services and (c) any reimbursable expenses. The Contractor will furnish such receipts, documents and other supporting materials as the JAG reasonably may request to verify the contents of any invoice. • ATTACHMENT "B" INSURANCE REQUIREMENTS The Contractor shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, his agents, representatives, employees or subcontractors. The cost of such insurance shall be paid by the Contractor. Insurance shall meet or exceed the following unless otherwise approved by the JAG. A. Minimum Insurance 1. Business Automobile Liability coverage with limits not less than $250,000 per person / $500,00 per occurrence. 2. Consultant's Errors & Omissions or Professional Liability with limits not less than $100,000 per claim, $300,000 as an annual aggregate. B. Self -Insured Retentions Self-insured retentions must be declared to and approved by the JAG. C. Other Provisions 1. Each insurance policy shall provide that coverage shall not be canceled except after thirty (30) days' written notice has been given to the JAG. D. Acceptability of Insurers Insurance shall be placed with insurers with a rating acceptable to the JAG. E. Verification of Coverage Contractor shall furnish the JAG with certificates of insurance required by this clause. The certificates are to be received and approved by the JAG before work commences. The JAG reserves the right to require complete, certified copies of all required insurance policies at any time. F. Subcontractors Contractor shall require subcontractors to provide coverage which complies with the requirements stated herein.