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HomeMy WebLinkAbout18-055 - Rebecca Dean, PLCC - Workplace InvestigationCity of Tukwila 6200 Southcenter Boulevard, Tukwila WA 98188 Agreement Number: 18-055(a) Council Approval N/A CONTRACT FOR SERVICES I s+ Amendment #18-055 (a) Between the City of Tukwila and Rebecca Dean, PLCC That portion of Contract No. 18-055 between the City of Tukwila and Rebecca Dean, PLCC is hereby amended as follows: Section XX: Section 2 — Compensation and Method of Payment: The City shall pay the Contractor for services rendered according to the rate and method set forth on Exhibit B attached hereto an incorporated herein by this reference. The total amount for the entire contract to be paid shall not exceed $10,000 at the rate of $250 per hour unless we mutually agree otherwise. Section 3 — Duration of Agreement — This agreement shall be in full force and effect for a period commencing April 3, 2018 and ending July 30, 2018, unless sooner terminated under the provisions hereinafter specified. All other provisions of the contract shall remain in full force and effect. Dated this l6 day of /(/ CITY OF TUKWILA / /,/ Steph. nie Brown, HR Director Printed Name LC,‘ctbe_,7 , 20 (D CONTRACTOR /s4--- 02 0 r r t&.,Ls CA Revised December 2016 Page 1 of 1 City of Tukwila 6200 Southcenter Boulevard, Tukwila WA 98188 CONTRACT FOR SERVICES Contract Number: 18-055 Council Approval N/A This Agreement is entered into by and between the City of Tukwila, Washington, a non -charter optional municipal code city hereinafter referred to as "the City," and Rebecca Dean, PLCC hereinafter referred to as "the Contractor," whose principal office is located at Seattle, Washington. WHEREAS, the City has determined the need to have certain services performed for its citizens but does not have the manpower or expertise to perform such services; and WHEREAS, the City desires to have the Contractor perform such services pursuant to certain terms and conditions; now, therefore, IN CONSIDERATION OF the mutual benefits and conditions hereinafter contained, the parties hereto agree as follows: 1. Scope and Schedule of Services to be Performed by Contractor. Attorney Rebecca Dean, of Rebecca Dean PLLC, shall perform an investigation for the City. The Contractor shall perform those services described on Exhibit A attached hereto and incorporated herein by this reference as if fully set forth. In performing such services, the Contractor shall at all times comply with all Federal, State, and local statutes, rules and ordinances applicable to the performance of such services and the handling of any funds used in connection therewith. The Contractor shall request and obtain prior written approval from the City if the scope or schedule is to be modified in any way. 2. Compensation and Method of Payment. The City shall pay the Contractor for services rendered according to the rate and method set forth on Exhibit B attached hereto and incorporated herein by this reference. The total amount to be paid shall not exceed $5,000.00, at the rate of $250 per hour. 3. Duration of Agreement. This Agreement shall be in full force and effect for a period commencing April 3, 2018, and ending May 31, 2018, unless sooner terminated under the provisions hereinafter specified. 5. Independent Contractor. Contractor and City agree that Contractor is an independent contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither Contractor nor any employee of Contractor shall be entitled to any benefits accorded City employees by virtue of the services provided under this Agreement. The City shall not be responsible for withholding or otherwise deducting federal income tax or social security or contributing to the State Industrial Insurance Program, or otherwise assuming the duties of an employer with respect to the Contractor, or any employee of the Contractor. ' 45-F I'-by`i10►-t--S CA Revised December 2016 Page 1 of 3 7. Insurance. The Contractor shall procure and maintain in full force throughout the duration of the Agreement, professional liability insurance with limits of not less than $1,000,000,00. Per occurrence/aggregate. A. Verification of Coverage. Contractor shall furnish the City with original certificates evidencing the insurance requirements of the Contractor before commencement of the work. Upon request by the City, the Contractor shall furnish certified copies of all required insurance policie) 8. Record Keeping and Reporting. A. The Contractor 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 in the performance of this Agreement and other such records as may be deemed necessary by the City to ensure the performance of this Agreement. B. These records shall be maintained for a period of seven (7) years after termination hereof unless permission to destroy them is granted by the office of the archivist in accordance with RCW Chapter 40.14 and by the City. 9. Audits and Inspections. The records and documents with respect to all matters covered by this Agreement shall be subject at all times to inspection, review or audit by law during the performance of this Agreement. 10. Termination. This Agreement may at any time be terminated by the City giving to the Contractor thirty (30) days written notice of the City's intention t� terminate the same. Failure to provide products on schedule may result in contract termination. If the Contractor's insurance coverage is canceled for any reason, the City shall have the right to terminate this Agreement immediately. 11. Discrimination Prohibited. The Consultant, with regard to the work performed by it under this Agreement, will not discriminate on the grounds of race, religion, creed, color, national origin, age, veteran status, sex, sexual orientation, gender identity, marital status, political affiliation, the presence of any disability, or any other protected class status under state or federal law, in the selection and retention of employees or procurement of materials or supplies. 12. Assignment and Subcontract. The Contractor shall not assign or subcontract any portion of the services contemplated by this Agreement without the written consent of the City. 13. Entire Agreement; Modification. This Agreement, together with attachments or addenda, represents the entire and integrated Agreement between the City and the Contractor and supersedes all prior negotiations, representations, or agreements written or oral. No amendment or modification of this Agreement shall be of any force or effect unless it is in writing and signed by the parties. 14. Severability and Survival. If any term, condition or provision of this Agreement is declared void or unenforceable or limited in its application or effect, such event shall not affect any other provisions hereof and all other provisions shall remain fully enforceable. The provisions of this Agreement, which by their sense and context are reasonably intended to survive the completion, expiration or cancellation of this Agreement, shall survive termination of this Agreement. 15. Notices. Notices to the City of Tukwila shall be sent to the following address: City Clerk, City of Tukwila 6200 Southcenter Blvd. Tukwila, Washington 98188 CA Revised December 2016 Page 2 of 3 Notices to the Contractor shall be sent to the address provided by the Contractor upon the signature line below. 16. 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 properly laid in King County, Washington. The prevailing party in any such action shall be entitled to its attorney's fees and costs of suit. DATED this 3 L day of 144r/ , 20 %4e CITY OF TUKWILA Steph - nie Brown, Human Resources Director CONTRA OR .Y4° P it ed Name and itle: 1 /2 nKQrc- CA Revised December 2016 Page 3 of 3 REBECCA DEAN PLLC April 4, 2018 VIA EMAIL Stephanie Brown Human Resources Director City of Tukwila 6200 Southcenter Boulevard Tukwila, WA 98188 Re: Engagement — City of Tukwila Dear Ms. Brown: Thank you for the opportunity to conduct an investigation on behalf of the City of Tukwila ("the City"). I appreciate your confidence and look forward to working with you. Accompanying this letter is a Statement of Services and Charges. This letter and the Statement of Services and Charges are my engagement agreement with the City and will continue in effect unless we make other written arrangements. The Scope of the Engagement You have asked me to investigate certain concerns raised by two City employees about each other. I understand that you have retained me because I am a lawyer with experience in workplace investigations.' Nevertheless, I will be conducting a factual investigation, and will not be acting as legal counsel to the City. Consequently, many of the ethical rules and standards applicable to an attorney when the attorney represents a client, such as a duty of confidentiality and the attorney-client privilege, do not apply to this investigation. I assume that, to the extent you deem necessary, you have consulted about these issues with the City's regular employment law counsel. Additional Information Regarding Workplace Investigations. It is possible that I may later be asked to provide information regarding the investigation to third parties or subpoenaed to testify in a deposition, arbitration or in court and/or to produce my investigation file. If this occurs, all time spent in responding to the request or subpoena, preparing to testify, and testifying is within the scope of the original representation. I will bill the City at my regular hourly rate at the time services are performed and for the associated costs. I recognize that if the City is a party to formal legal proceedings, the City or its trial counsel may be able to recover some expenses from the other party. It is not, however, feasible for me to directly bill and collect these costs from the City' opposing party. I will not provide information concerning the investigation to third parties without the City's knowledge and consent, and without the City's express consent, will not respond to informal requests for documents. I cannot, however, become involved ,in disputes between the City and parties to a dispute regarding the scope or enforceability of a subpoena. I will notify the City or its representative of any request for information or documents or the service of a subpoena. With regard to subpoenas, 2212 QUEEN ANNE AVE. NORTH • BOX 158 • SEATTLE, WA • 98109-2312 PHONE: (206) 465-3594 • FAX: (206) 420-8900 rebeccadean@comcast.net - 2 - April 4, 2018 I will give the City and its trial counsel a reasonable opportunity to review the file, assess whether the entire file or a portion of the file should be withheld, and decide whether to interpose objections to a subpoena or move to quash. Nevertheless, I will not assert objections or file a motion to quash myself, and unless the City takes action to oppose the subpoena, will appear and/or produce the file upon the subpoena return date. You and the City acknowledge and agree that the City's lack of action following notice from me of a subpoena constitutes a waiver of any applicable attorney client privilege. Regarding communications with third parties, I usually send draft reports to a contract proofreader and have recorded interviews transcribed by a contract transcriptionist. All contractors I engage are bound by a strict confidentiality agreement. Your agreement to the terms of engagement constitutes your agreement that I may share information about the investigation with them. Check for Conflicts of Interest I have not identified any conflicts of interest. Contact Information Please contact me with any questions that you may have about my work or any other aspect of my services. You can reach me at (206) 465-3594 or by email at rebeccadean@comcast.net. My fax number is (206) 420-8900. It is my understanding you will be my primary contact regarding this investigation, but that other employees may be involved in scheduling, making interview arrangements and providing City records. Because of the nature of this engagement, I will assume that I should not communicate with others concerning the investigation process or results unless you advise me otherwise. Fees My hourly rate is $250. If you ever have a question about a bill or disagree with an entry, please call me immediately. My hourly rate is typically adjusted annually and changes in the rates go into effect immediately. Those changes will thus be reflected in the next month's billing statement. As we discussed, I will interview one of the complainants; thereafter, we will agree upon an investigation plan. I will keep you regularly informed about the hours spent on the investigation. We agree that the total cost for the investigation will not exceed $5000 unless we mutually agree otherwise. Other Practices and Procedures The Statement sets forth in more detail certain practices and procedures. Please review it and contact me if you have any questions. If there are any changes that you would like to see, we will need to agree to them in writing. -3— April4,2018 Questions Please call me at any time regarding questions you may have about my services, billing practices, or the terms of this engagement. Very truly yours REBECCA DEAN PLLC Rebecca Dean Agreed this day of April, 2018 teph. 'e Brown — 4 — April 4, 2018 STATEMENT OF SERVICES & CHARGES This Statement of Services & Charges ("statement") sets forth my standard practices and billing procedures, which will apply to your account unless we have agreed in writing to other arrangements. Please review this statement carefully and contact me promptly if you have any questions. This statement, as modified by my engagement letter and any subsequent written communications, is my contract with you. If you have not received an engagement letter, this statement will be my contract with you. The Scope of Engagement The engagement letter sets forth the scope of my engagement and the nature of the services that I will provide. If there are any significant changes in the future in the scope of this engagement, I will confirm those changes in writing with you. I will at all times endeavor to provide services in accord with professional standards. However, any expressions on my part concerning the outcome of this engagement are expressions of professional judgment and are not guarantees of results. Additionally, my services are subject to rules of professional,conduct, are necessarily limited by my knowledge of the facts, and are based on the state; of the law at the time I render services. Bans for Fees My fees for a particular matter may be based upon a variety of factors, depending on the nature of the engagement and any special written arrangements you have made. I keep records of the time I spend on your work, which will be reflected on the invoice sent to you. I bill in tenth of an hour increments. Although the majority of the work I perform is based upon the hours expended, we may agree upon alternative fee structures for particular projects. I am often asked to estimate the fees and charges for a particular matter. I will attempt to prepare estimates upon request, although it is often very difficult to make an accurate prediction. Please understand that any estimate I provide is not a maximum or fixed -fee quotation and, absent my express written agreement to the contrary, the ultimate amount due may vary from the estimate. Ancillary Charges You will be charged for certain expenses advanced or incurred in connection with this engagement, including travel expenses (such as air fare, airport parking, transportation, and selected local travel expenses such as mileage or parking charges), and third party expenses. I do not charge for long distance telephone calls made within the United States, in -office copying or proofreading services. f Examples of third party expenses include transcription costs, copying performed by out -of -office services and shipping charges, outside messenger services and similar costs. For the most part, third party expenses are passed through to you at my cost. With the exception of minor outside service copying and shipping charges, I usually will arrange for direct billing of the third party expenses to you, but will often advance payment on your behalf if the amount is less than $500 and if your account is current. In the alternative, I may request an advance deposit for expenses. I would be pleased to discuss the specifics of my charges and to answer any questions that you may have. -5— April4,2018 Billing Statements I typically bill for fees and expenses at the completion of a short-term project or on a monthly basis, whichever is earlier. I normally transmit invoices by email. If you prefer another delivery method, please let me know at your earliest convenience. Payment is due upon receipt of the invoice. While I understand that a reasonable time is needed for processing invoices, I ordinarily expect payment within 30 days of the invoice date. Any other billing arrangement must be specifically provided for in writing. Billing for expenses may lag an additional month or more, depending, for example, on how fast third party vendors bill me, on your behalf, for their services. If you disagree with a statement or have questions about your bill, please contact me immediately so I can investigate any issues. I will forward a statement of account to you if you have any outstanding invoices. Delinquent Accounts Like other businesses, I have substantial cash requirements for which I must borrow money if accounts are not paid promptly. I therefore add a late payment charge to accounts not paid within thirty (30) days of the invoice date. The late payment charge is currently assessed at a rate of 1% per month on any unpaid amount. If your account becomes delinquent and you do not arrange satisfactory payment terms, within the bounds of the rules of professional conduct, I reserve the right to cease or suspend work on your behalf and, if applicable, to withdraw from the engagement and to pursue collection of the account. Standard Purchase Order Terms er Procurement Processes It may be that you have a procurement process for services, which may involve a purchase order containing standardized terms. The engagement letter and this statement control over any such terms. Please note that I cannot agree to any terms which are not disclosed in advance, and submission of invoices does not indicate my acquiescence in such provisions. In particular, some purchase orders include insurance requirements and indemnity and defense agreements. With regard to insurance, I maintain professional liability and commercial general insurance commensurate with the risks associated with my practice. If you have any questions about my coverage, I would be happy to answer them. Unless we agree otherwise, I assume that my current coverage is sufficient. Please note that I cannot consent to an indemnity or defense agreement. Files and Termination of Servicer You may terminate my services at any time, with or without cause, by notifying me. I reserve the right to cease performing services and to terminate this engagement for any reason consistent with the applicable ethics rules. Termination of my services will not affect your responsibility for payment of fees for my services and ancillary charges for third party services rendered before termination. Upon termination of the engagement, I will return to you original papers and any property you provided to me. I reserve the right, where permitted by applicable ethics rules, to retain my work product to the extent it has not been paid for. In circumstances where I perform isolated services for you or when I have not performed services for you for a long time, it is my policy that the engagement will be considered terminated upon completion of the services that you retained me to perform. If you later retain me to perform further or additional services, we will need to enter into a new engagement. — 6 — April 4, 2018 During the course of this engagement, you may be required to provide me with original documents. At the conclusion of the engagement, I will contact you and make arrangements for the return of the records you provided. I will retain the balance of your file for an appropriate time period. It is your responsibility to secure the return of your records. If arrangements are not made for the return of your records within seven years following the conclusion of the engagement, they will be destroyed. Avoiding Problems with Insurance There are no third party beneficiaries of my services. It may be that some or all of my bills are covered by insurance. You agree to notify me in writing of any insurance arrangements and, if necessary for me to communicate with it, to supply the name and address of the insurer. It is your responsibility to determine whether your insurer has any procedures or other requirements that would apply to this engagement and advise me of any such requirements. Please let me know if you wish me to send invoices directly to your insurer. I will do so upon request, but you remain responsible for any fees and charges that your insurer may refuse to pay. Questions I strive to provide services in an effective and efficient manner, and want all billings to be accurate and understandable. Please contact me if you have any questions. Thank you, again, for this opportunity.