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HomeMy WebLinkAbout22-013 - Elizabeth Pacini - Technical Writing Services: Parks & Recreation Department Communications Support Contract Number: City of Tukwila 22-013 Council Approval N/A 6200 Southcenter Boulevard, Tukwila WA 98188 PROFESSIONAL SERVICES AGREEMENT (Includes consultants, architects, engineers, accountants, and other professional services) THIS AGREEMENT is entered into between the City of Tukwila, Washington, hereinafter referred to as the City, and Elizabeth Pacini, hereinafter referred to as the Consultant, in consideration of the mutual benefits, terms, and conditions hereinafter specified. Project Designation. 1. The Consultant is retained by the City to perform technical writing services in connection with the project titled Parks & Recreation Department Communications Support. Scope of Services. 2. The Consultant agrees to perform the services, identified on Exhibit A attached hereto, including the provision of all labor, materials, equipment, and supplies. Duration of Agreement; Time for Performance. 3. This Agreement shall be in full force and effect for a period commencing upon execution and ending January 31, 2022, unless sooner terminated under the provisions hereinafter specified. Work under this Agreement shall commence upon written notice by the City to the Consultant to proceed. The Consultant shall perform all services and provide all work product required pursuant to this Agreement no later than January 31, 2022 unless an extension of such time is granted in writing by the City. Payment. 4. The Consultant shall be paid by the City for completed work and for services rendered under this Agreement as follows: A. Payment for the work provided by the Consultant shall be made as provided on Exhibit B attached hereto, provided that the total amount of payment to the Consultant shall not exceed $400 without express written modification of the Agreement signed by the City. B. The Consultant may submit vouchers to the City once per month during the progress of the work for partial payment for that portion of the project completed to date. Such vouchers will be checked by the City and, upon approval thereof, payment shall be made to the Consultant in the amount approved. C. Final payment of any balance due the Consultant of the total contract price earned will be made promptly upon its ascertainment and verification by the City after the completion of the work under this Agreement and its acceptance by the City. D. Payment as provided in this section shall be full compensation for work performed, services rendered, and for all materials, supplies, equipment and incidentals necessary to complete the work. E. The Consultants records and accounts pertaining to this Agreement are to be kept available for inspection by representatives of the City and the state of Washington for a period of three (3) years after final payments. Copies shall be made available upon request. Ownership and Use of Documents. 5. All documents, drawings, specifications and other materials produced by the Consultant in connection with the services rendered under this Agreement shall be the property of the City whether the project for which they are made is executed or not. The Consultant shall be permitted to retain copies, including reproducible copies, of drawings and specifications for information, reference and use in connection with the Consultants endeavors. The Consultant shall not be responsible for any use of the said documents, drawings, specifications or other materials by the City on any project other than the project specified in this Agreement. Compliance with Laws. 6. The Consultant shall, in performing the services contemplated by this Agreement, faithfully observe and comply with all federal, state, and local laws, ordinances and regulations, applicable to the services rendered under this Agreement. Indemnification. 7. The Consultant shall defend, indemnify and hold 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 the Consultant in performance of this Agreement, except for injuries and damages caused by the sole negligence of the City. 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, its officers, officials, employees, and volunteers, the Consultants liability hereunder shall be only to the extent of the Consultants 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. Independent Contractor. 8. The Consultant and the City agree that the Consultant 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 the Consultant nor any employee of the Consultant 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 for contributing to the state industrial insurance program, otherwise assuming the duties of an employer with respect to the Consultant, or any employee of the Consultant. Covenant Against Contingent Fees. 9. The Consultant warrants that he has not employed or retained any company or person, other than a bonafide employee working solely for the Consultant, to solicit or secure this contract, and that he has not paid or agreed to pay any company or person, other than a bonafide employee working solely for the Consultant, any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or resulting from the award or making of this contract. For breach or violation of this warrant, the City shall have the right to annul this contract without liability, or in its discretion to deduct from the contract price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. Discrimination Prohibited. 10. Contractor, 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. Assignment. 11. The Consultant shall not sublet or assign any of the services covered by this Agreement without the express written consent of the City. Page 2 CA revised May 2020 Non-Waiver. 12. 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 provision. Termination. 13. A. The City reserves the right to terminate this Agreement at any time by giving ten (10) days written notice to the Consultant. B. In the event of the death of a member, partner or officer of the Consultant, or any of its supervisory personnel assigned to the project, the surviving members of the Consultant hereby agree to complete the work under the terms of this Agreement, if requested to do so by the City. This section shall not be a bar to renegotiations of this Agreement between surviving members of the Consultant and the City, if the City so chooses. Applicable Law; Ve. 14. This Agreement shall be subject to, and the Consultant shall at all times comply with, all applicable federal, state and local laws, regulations, and rules, including the provisions of the City of Tukwila Municipal Code and ordinances of the City of Tukwila. 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 arising from or related to this Agreement shall be exclusively in King County Superior Court. Severability and Survival. 15. 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. Notices. 16. Notices to the City of Tukwila shall be sent to the following address: Parks & Recreation Director Tukwila Parks & Recreation Department nd 12424 42 Ave. S. Tukwila, WA 98168 Notices to Consultant shall be sent to the following address: Elizabeth Pacini th 24056 9 Pl S Des Moines, WA 98198 Entire Agreement; Modification. 18. This Agreement, together with attachments or addenda, represents the entire and integrated Agreement between the City and the Consultant 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. Page 3 CA revised May 2020 DATED this _________ day of ____________________________, 20_____. 31st January 22 CITY OF TUKWILA CONSULTANT ____________________________________ By: ___________________________________ Tracy Gallaway, Parks & Recreation Director Elizabeth Pacini, Consultant Page 4 CA revised May 2020 Exhibit A General Terms and Scope of Services Scope of Services Technical writing support for Parks & Recreation Administration projects. The consultant will work with staff to plan, create, and modify assigned documents. This will include proofreading and editing content created by other department staff and compiling information for internal and external communications. Exhibit B Consulting Terms, Deliverables & Payment Consultant shall be paid at an hourly rate $65/hour. Materials must be provided to the City of Tukwila no later than 4:00pm on January 31, 2022. Consultant will track hours based on scope of work and provide an invoice for payment. Total compensation is not to exceed $400 without the express modification of the agreement signed by the City. Page 5 CA revised May 2020