City of Seattle Seattle Ethics and Elections Commission SMALL CONSULTANT AGREEMENT Title: SEEC Investigation of Disclosure of Confidential Information AGREEMENT NUMBER: F2016 002 This Agreement is made and entered into by and between the City of Seattle ("the City'), a Washington municipal corporation, through its Ethics and Elections Commission, as represented by the Executive Director, Wayne Barnett; and Calfo, Eakes Ostrovsky PLLC (?Consultant?), 3 professional limited liability company of the State of Washington, authorized to do business in the State of Washington. 1. SCOPE AND TERM OF AGREEMENT The Scope of Work of this Agreement and the time scheduled for completion of such Work are as follows: Scope of Services Consultant will investigate to attempt to discover the person or persons responsible for a disclosure of con?dential information in violation of SMC 4.16.070.D. Term of Agreement The term of this Agreement begins on July 27, 2016 and ends when work is completed and accepted by the City, unless amended by written agreement or terminated earlier under termination provisions. 2. PAYMENT A. The Consultant will be reimbursed at an hourly rate of $325. Total compensation under this Agreement shall not exceed $65,000 unless modi?ed by a written amendment to this Agreement. The parties agree that the hourly rate includes all direct, indirect, and fixed fees for the project. B. Payment Procedures: 1 Billings by Consultant must be submitted on a basis. 2) Unless otherwise agreed upon in advance in writing, the City will be charged for services rendered on an hourly basis and billings will be reflected in increments of one-quarter of an hour or less. 3) Approved out?of?pooket expenses will be reimbursed at cost. 4) Each billing statement must be set forth for each date services were performed and the following: a) A brief summary of the services provided speci?ed by task; block billing is not acceptable; b) The number of hours, or fractions of hours, spent by each provider; 0) The hourly rates of each of the providers; d) Any costs or expenses submitted for reimbursement must be verifiable with an invoice or other back-up documentation. Expenses and disbursements must be described in detail and comply with the following: i) Air travel must be approved by the City in advance and is reimbursable at coach rates; W471. in? -: - in. i7 -Lt"it 44 {t Ethics?8r Elections 1 Page Services Agreement No. F2015 001. FAS Rev:5/20/2015 ii) Other travel expense reimbursement will be consistent with the requirements of SMC 4.72.010 governing travel expenses for City employees; The City must not be charged for courier service or other expedited mail delivery unless the urgency was caused by the City or the City requests the service; e) Billings for experts or consultants retained by Consultant must be provided in substantially similar format as outlined above; f) Consultant bills are subject to public disclosure. Consultant should avoid including privileged information in billings that would have to be redacted in the event of a public disclosure request. 5) Any changes in Consultant's fee schedule must be discussed with the City prior to implementation. 6) Consultant has been retained because of its expertise. The City must not be billed for basic general legal or technical research necessary to educate staff or less experienced attorneys in the ?rm. Any extensive legal research proposed by Consultant must be discussed in advance with the City Attorney and is subject to the City Attorney?s approval. 7) The City must not be billed for any time spent in preparing or reviewing the firm's billings to the City or in internal firm quality control procedures. 8) Consultant will keep accurate records and books for all work provided under this agreement with the City. At the City's request and at the City's cost. Consultant will permit the City to inspect and audit all pertinent books and records of counsel related to the work performed for and charged to the City, at any and all times deemed necessary by the City, including up to six years after the ?nal payment or release of withheld amounts has been made under this agreement. C. Payment is subject to the continuing appropriation authority of the Seattle City Council. Consultant agrees that there is no guarantee of a minimum amount of work or payment under this Contract. 3. PROMPT PAY I Steven. Larson at #352945. I Definitions A. An invoice is considered received when it is date~stamped at point of entry into the department. If the invoice is not date-stamped or otherwise marked as received by a department. the date of the invoice will be considered the date the invoice is received. B. A payment is considered made on the day it is mailed or is available. C. Disputed items include, but are not restricted to, improperly prepared invoices, lack of appropriate supporting documentation, unapproved staff or staff rates on the invoice, and unsatisfactory work product or services. Prompt Payment to Consultant A. Timely Payment: Except as provided otherwise herein, payment for an invoice will be issued and mailed to the Consultant within thirty (30) calendar days of receipt of the int/dice. B. Disputed Items: The City may withhold payment for disputed items. The City will notify the Consultant in writing, outlining the disputed items, the amount withheld and actions the Consultant must take to resolve the disputed items. The City default is to delay payment until a revised invoice is submitted and approved. However, the Consultant may request partial payment for the approved 2] Page Agreement No. FAS Rev: 1/25/2016 amounts, if the unapproved amount represents a small share of the total invoice. The City shall pay the revised invoice within thirty (30) calendar days of receipt. Legal Fees: in any action brought to collect interest due under this Section, the prevailing party is entitled to an award of reasonable attorney fees. Prompt Payment to Subconsultants Cut-Off Date: Except as provided otherwise herein, payment for an invoice will be made to a subconsultant within thirty (30) calendar days of receipt by the Consultant. The Consultant may establish a cut-off date of (to be established by Prime) that subconsultants must submit an Disputed Items: The Consultant may withhold payment for disputed items. The Consultant will notify the subconsultant in writing, outlining disputed items, the amount withheld and actions the subconsuitant must take to resolve the disputed item(s). Such withheld amounts are limited only to items In dispute. The subconsultant can request partial payment for the approved amounts, or that the Consultant delay their entire payment until a revised invoice is submitted to and accepted by the Consultant. The Consultant shall pay the revised invoice within thirty (30) calendar days of receipt. Fiow?Down Clauses: The Consultant shall require this provision in each subcontract of any tier. A. invoice in order to assure 30?day payment. B. C. 4. PAYMENT PROCEDURES Deliver all invoices and invoice/billing notices under this Agreement to: If to the City: i .. Wayne Barnett Email: wayne.barnett@seattle.gov Seattle Ethics and Elections Commission PO Box 94729 Seattle WA 98124-4729 Patty Eakes See attached checklist for further instructions. e'misise's. mercies)! includethis-information): .. Agreement No. 3 Page FAS Rev: 1/25/2016 Invoice Date and Invoice Number City Project Manager Name: Wayne Barnett (Please do not put name in the address) Department Contract No. F2016 002 Contract Title: SEEC Investigation of Disclosure of Con?dential Information Period covered by the invoice Task and title Employee's name and classification Employee?s ail-inclusive hourly rate and of hours worked Total labor costs per task ltemization of direct, non-salary costs (per task, if so allocated) The following Sub-Consultant payment information will be provided (attach Sub? Consultant invoices as backup): 0 Amount Paid to all Sub-Consultants for the invoice period (list separate totals for each Sub-Consultant). 0 Cumulative To?Date amount paid to all Sub-Consultants (list separate totals for each Sub-Consultant). Cumulative costs per task and for the total project 5. ADDRESSES FOR NOTICES AND DELIVERABLE MATERIALS. Deliver all official notices under this Agreement to: If to the "City: .I- -- . .lfto'the consultant: Wayne Barnett Patty Eakes Email: wayne.barnett@seattie.gov Seattle Ethics and Elections Commission PO Box 94729 Seattle WA 98124-4729 6. PROTECTION OF PROPERTY Consoltant is responsible for protecting its person and property at all times, including but not limited to supplies and equipment to perform services hereunder; Consultant releases and agrees to hold the City harmless from liability for losses or damages of any kind sustained by Consultant in performing the services required hereunder. 7. INDEMNIFICATION Consultant shall defend, indemnify, and hold the City harmless from and against all claims, demands, losses, damages or costs, including but not limited to damages arising out of bodily injury or death to persons and damage to property, caused by or resulting from: the sole negligence or willful misconduct of Consultant, its of?cers, employees, agents or subconsultants; - the concurrent negligence of Consultant, its officers, employees, agents or subconsultants but only to the extent of the negligence of Consultant, its officers, employees, agents or subconsuitants; the negligent performance or non-performance of the contract by the Consultant; or the use of any design, process, or equipment that constitutes an infringement of any patent in effect, or violates any other inteliectual proprietary interest, including copyright, trademark, and trade secret. 4] Page Agreement No. FAS Rev: 1/25/2016 Consultant waives its immunity under Title 51 RCW to the extent it is required to indemnify, defend and hold harmless the City and its of?cials, agents or employees. 8. INSURANCE Insurance is required. However, insurance certi?cation does not need to be submitted to the City. Consultant will maintain premises and vehicle liability insurance in force with coverages and limits of liability that would generally be maintained by similarly situated consultants, and workers compensation insurance as required by Washington statutes. 9. AUDIT Upon request, the Consultant shall permit the City and any other governmental agency involved in the funding of the Work to copy, inspect and audit all pertinent books and records related to the Work. including connected or related Work performed by subconsultants, up to six years after ?nal payment. 10. TAXES AND LICENSES Consultant shall obtain and pay all federal, state and local licenses required for the services rendered under this Agreement. Consultant shall pay all taxes arising out of or connected with the service described herein, and otherwise ful?ll all statutory ?scal obligations required by law. 11. CONTRACTUAL RELATIONSHIP The Consultant is an independent contractor and is not intended City employee. The parties agree the City has neither direct nor immediate control over the Consultant or the right to control the manner or means by which the Consultant performs the work. Neither the Consultant nor any Consultant employee is deemed an employee of the City for any purpose. The Consultant is not authorized to act as an agent or legal representative of the City for any purpose. The Consultant is not granted express or implied right or authority to assume or create obligation or responsibility on behalf of or in the name of the City or to bind the City. 12. ASSIGNMENT Rights granted by this Agreement are personal in nature and may not be assigned or subcontracted without the written consent of the City. 13. TERMINATION The City may terminate the whole or part of this Agreement by written notice. This includes but is not limited to such reasons as Consultant failure to meet schedules specified herein, if timely completion is improbable, impossible, not feasible or illegal, or for City's convenience. 14. DEBARMENT The City may debar the Consultant pursuant to the provisions of SMC Ch. 20.70. Consultant confirms it is not debarred from any Federal contract nor has any subconsultant used to perform this work. Debarment shall be verified at Consultant shall keep proof of such verification within the Consultant records. 15. CHANGES Either party may request changes to this Agreement. If the parties agree. such changes mutually agreed upon by and between the City and Consultant, shall be incorporated into the Amendment when signed by both parties. 16. COMPLIANCE WITH LAWS Consultant shall comply with all applicable laws, ordinances, rules and regulations and orders of the Federal government, State of Washington, King County and The City of Seattle. Consultant shall also abide by all rules. regulations and directives of the same or of any administrative agency with jurisdiction over the subject matter of this Agreement. < nsert Contract Name> 5 Page Agreement No. FAS Rev: 1/25/2016 17. EQUAL EMPLOYMENT OPPORTUNITY Consultant shall not discriminate against any employee or applicant for employment because of race, color, age, sex, marital status, sexual orientation, gender identity, political ideology, creed, religion, ancestry, national origin, honorably discharged veteran or military status or the presence of any sensory, mental or physical handicap, unless based upon a bona fide occupationai quali?cation. The Consultant shall affirmatively try to ensure applicants are employed, and employees are treated during employment, without regard to race, color, age, sex, marital status, sexual orientation, gender identify, political ideology, creed, religion, ancestry, national origin. honorably discharged veteran or military status or the presence of any sensory, mental or physical handicap. Such efforts include, but are not limited to employment, upgrading, demotion, transfer, recruitment, layoff, termination, rates of pay or other compensation, and training. Consultant shall seek inclusion of woman and minority business for subcontracting. A woman or minority business is one that self-identifies to be at least 51% owned by a woman and/or minority. Such firms do not have to be certified by the State of Washington but must be registered in the City Online Business Directory. Upon request, Consultant shall furnish a report to the City Purchasing and Contracting Services Director of affirmative efforts to implement this section, and will permit access to employment records, employment advertisements, application forms, other pertinent data and records as requested for investigation of compliance with this section. The Consultant affirms compliance with all applicable federal, state, and local non-discrimination laws, including SMC Ch. 20.42. Violation of this section is a material breach for which the Consultant may be subject to damages and sanctions provided by the Agreement and applicable law, including but not limited to debarment from City contracting in accordance with SMC Ch. 20.70. This section shall be inserted in all subcontracts. 18. WOMEN AND MINORITY BUSINESS Consultant shall use all good faith efforts to promote and seek utilization of woman and minority businesses for any subcontracting within the contract scope of work. Efforts may include use of solicitation lists, advertisements in minority community publications, breaking requirements into tasks or quantities that promote WMBE utilization, making schedule or requirement modifications likely to assist WMBE firms, targeted recruitment, using minority community and public organizations to perform outreach. Any violation of this section, or a violation of SMC Ch. 14.04, SMC Ch. 14.10, SMC Ch. 20.42, SMC Ch. 20.45, or other local, state or federal non-discrimination laws is a material breach for which the Consultant may be subject to damages and sanctions provided by the Agreement and applicable law. Consultants in violation of the requirements may be subject to debarment from City contracting in accordance with SMC Ch. 20.70. 19. CONSULTANT PERFORMANCE EVALUATION Consultant's performance will be evaluated at contract conclusion. The City's Consultant Performance Evaluation form is at 20. MISCELLANEOUS PROVISIONS A. If the City determines it is in the City interests for the Consultant to Work on City premises andlor with City equipment, the City may provide such premises and equipment. Such premises and equipment are provided exclusively for the project and shall not be used for any other Consultant purpose. In such event, the Consultant remains independent and is not acting in the capacity of a City employee. The Consultant will not work on?site at City offices for more than 36 consecutive months 6 Page Agreement No. FAS Rev: 1/25/2016 without written authorization from the City Project Manager. The Consultant shall notify the City Project Manager 'rf s/he or any other Workers are known to be within 90 days of a consecutive 36- month placement on City property. If the City determines the use of City premises or equipment is not necessary to complete the Work, the Consultant will be required to work from its own of?ce space or in the ?eld, as necessary. The City reserves the right to negotiate a reduction in Consultant fees or charge a rental fee, based on the actual costs to the City, for the use of City premises or equipment. B. Background Checks and immigrant Status: The City may require background checks for some or all of the employees that may perform work under this Agreement. The City reserves the right to require such background checks at any time. The City has strict policies regarding the use of Background checks, criminal checks and immigrant status for contract workers. The policies are incorporated into the contract and available for viewing on-line at 0. Americans with Disabilities Act (ADA): [Delete the rest of the paragraph below and type in if not applicableJSpecific attention by the designer is required in association with the Americans with Disabilities Act (ADA) 42 U.S.C. 12101-12213 and 47 U.S.C. 225 and 611, its requirements, regulations, standards and guidelines, which were updated in 2010 and are effective and mandatory for all State and local government facilities and places of public accommodation for construction projects including alteration of existing facilities, as of March 15, 2012. The City advises that the requirements for accessibility under the ADA, may contain provisions that differ substantively from accessibility provisions in applicable State and City codes, and to the extent that the applicable provisions of the ADA impose a greater or equal protection for the rights of individuals with disabilities or individuals associated with them than the adopted local codes, the provisions of the ADA prevail unless approval for an exception is obtained by a formal documented process. In instances where local codes provide exceptions from accessibility requirements that differ from the ADA Standards; such exceptions may not be permitted for publicly owned facilities subject to Title II requirements unless the same exception exists in the Title II regulations. It is the reSponsibility of the designer to determine the applicable code provisions. D. Paid Sick Time and Safe Time Ordinance: The Consultant shall be aware that the City has a Paid Sick Time and Safe Time ordinance that requires companies to provide employees who work more than 240 hours within a year inside Seattle, with accrued paid sick and paid safe time for use when an employee or a family member needs time off from work due to illness or a critical safety issue. The ordinance applies to employers, regardless of where they are located, with more than four full-time equivalent employees. This is in addition and additive to benefits a worker receives under prevailing wages per WAC City contract specialists may audit payroll records or interview workers as needed to ensure compliance to the ordinance. Please see or you may call the Office of Labor Standards at 206-684- 4500. E. Campaign Contributions (initiative Measure No. 122): Elected of?cials and candidates are prohibited from accepting or soliciting campaign contributions from anyone having at least $250,000 in contracts with the City in the last two years or who has paid at least $5,000 in the last 12 months to lobby the City. Please contact Polly Grow at pollv.qrow@seattle.gov for more information about the measure. or call the Ethics Director with questions at 206-615-1248. IN WITNESS WHEREOF, the parties have executed this Agreement by having legally binding representatives affix their signature below. CALFO, EAKES OSTROVSKY PLLC THE CITY OF SEATTLE SEATTLE ETHICS AND ELECTIONS COMMISSION By By 7 Page Agreement No. FAS Rev: 1/25/2016 i ure Date Signature Date . i I Patty A. Eakes Wayne ?arnett Member Executive Director Title Titie City of Seattle Business License Number: Ll. I Washington State Uni?ed Business Identifier Number (UBI): 60?" 0 Attachment: invoice Checkiist (insert Contract Name> 8 Page Agreement No. FAS Rev: 1/25/2016 The City intends to pay you Below is a checklist to ensure your payment will be processed quickly. Provide this to the best person in your company for ensuring invoice quality control. Send the invoices to the correct address: City Department Address/invoice Recipient: 'royourdehartme'masm .whgojshoud ?rstree?fve If i {Ii-i Eiil 5 E-: '3 .3 :5 i Eff-5:33 I'Ilj' Eitii j' Validate that the time for services performed is within the Contract Begin Date and Contract End Date. Ensure invoice items have not been previously billed or paid, given the time for which services were performed. Ensure enough money remains on the contract including amendments), to pay the invoice. Ensure the Labor Rates match the most current approved rate sheet. Ensure the Overhead Rate and Fee used in calculating personnel costs match the most current approved rate sheet. Ensure the Direct Charges on the invoice are allowable by contract. Eliminate unallowable costs Traveling Business or First Class, Alcoholic Beverages, etc.) Verify that personnel named are explicitly allowed for within the contract or most current approved rate sheet. Ensure WM BE utilization is provided to the City and/or entered into the City on~line system. CID EDD CID Check the math. Ensure back-up documentation is adequate and complete. De?nitions 0 Services- Deliverables or work performed by the consultant including analysis, advice, recommendations, report preparation, design development, and other specialized services. a Direct Charges- Non-Salary expenses that are necessary and directly applicable to the work required by the contract, for example, Travel 8; Per Diem, Reproduction Expenses, Office Supplies, and Sub- consultants. - Contract End Date: Day contract expires. 9 Page Agreement No. FAS Rev: 1/25/2015