Case 2:12-cv-01282-JLR Document 566-1 Filed 07/10/19 Page 1 of 8 City of Seattle Police Department CONSULTANT AGREEMENT Title: Accou ntability Assessment AGREEMENT NUMBER: 19-01725 This Agreement is made and entered into by and between the City of Seattle ("the City"), a Washington municipal corporation, through its Police Department, as represented by Chief Carmen Best; and 21st Century Policing, LLC ("Consultant"), a Limited Liability Company of the State of Wyoming and authorized to do business in the State of Washington. Recitals: The purpose of this contract is for 21st Century Policing, LLC to work with the pafties to the Consent Decree, City and US Department of Justice, and with the assrsfance of stakeholders and accountability partners to develop a methodology fo assess the Seattle Police Department's accountability regime as it relates to officer discipline and appeals process. The Consultant was selected through a direct selection process. ln consideration of the terms, conditions, covenants and pertormance of the Scope of Work contained herein, the City and Consultant mutually agree as follows: 1. SCOPE AND TERM OF AGREEMENT Term of Agreement The term of this Agreement begins on June 26,2019 and ends on August 30,2019, unless amended by written agreement or terminated earlier under the termination provisions. Scope of Services 21't Century Policing, LLC willwork with the parties to the Consent Decree, City and US Department of Justice, and with the assistance of stakeholders and accountability partners to develop a methodology to assess SPD's accountability regime. Additionally, 2lstCentury Policing willdeliver a Statement of Work document to address the Federal Court's requirement that the City provide a proposal on how it will achieve compliance with the Consent Decree. The Statement of Work will include a description of the scope of work, and methodology that 21st Century Policing will employ to conduct the assessment. Attached Exhibit A includes a full scope of work. 2. CHANGES Either party may request changes to this Agreement. lf 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. 3. PAYMENT A. Total compensation under this Agreement shall not exceed $53,000, unless modified by a written amendment to this Agreement. The parties agree that the total compensation amount includes all travel costs, incidental costs (printing/shipping), direct, indirect, and fixed fees for the project. B. The Consultant may submit invoices to the City as frequently as once per month during progress of work, for partial payment for work completed to date. Payment shall be made by the City to the Consultant upon the City's receipt of an invoice containing the information listed below 2lstCentury Policing Agreement No. 19-01725 1l Page FAS Rev: 31612019 Case 2:12-cv-01282-JLR Document 566-1 Filed 07/10/19 Page 2 of 8 C. lnvoices for completed work should be emailed directly to SPD's Fiscal Unit at spdap@seattle.gov 4. PAYMENTPROCEDURES Deliver all invoices and invoice/billing notices under this Agreement to: lf to the Citv: Seattle Police Department Fiscal Unit spdap@seattle.gov PO Box 34986 610 Fifth Avenue Seattle WA 98124-4986 lf to the Consultant: 21 st Century Policing, LLC Sean Smoot 844-767-2127 332 S Michigan Avenue Suite 1032-T615 Chicaoo. lL 60604-4434 See attached checklist for further instructions Invoices must clearly display the following (sub-consultants' invoices must also include this information): lnvoice Date and lnvoice Number City Project Manager Name: (Please do not put PM's name in the address) Department Contract No. Contract Title: Period covered by the invoice Task # and title Employee's name and classification Employee's all-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 SubConsultant invoices as backup): Amount Paid to all Sub-Consultants for the invoice period (list separate totals for each Sub-Consultant). 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 . . . o . o . . o . . o o . 5. PROMPTPAY Definitions A. An invoice is considered received when it is date-stamped at point of entry into the department. lf 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 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 invoice. A. Timely Payment: 2lstCentury Policing Agreement No. 19-0'l 725 2l Page FAS Rev: 31612019 Case 2:12-cv-01282-JLR Document 566-1 Filed 07/10/19 Page 3 of 8 B. Disputed ltems: The City may withhold payment for disputed items. The City will promptly 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 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. C. Legal Fees: ln 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 Sub-consultants A. 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 monthly cut-off date of (to be established by Prime) that sub-consultants must submit an invoice in order to assure 30-day payment. B. Disputed ltems: The Consultant may withhold payment for disputed items. The Consultant will promptly notify the subconsultant in writing, outlining disputed items, the amount withheld and actions the subconsultant 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. C, Flow-Down Clauses: The Consultant shall require this provision in each subcontract of any tier 6. ADDRESSES FOR NOTICES AND DELIVERABLE MATERIALS. Deliver all official notices under this Agreement to: lf to the City: lf to the Consultant Michelle Chen, Legal Counsel City of Seattle Mayor's Office michelle. chen@seattle. gov 206-233-3722 21't Century Policing, LLC Sean Smoot 844-767-2127 332 S Michigan Avenue Suite '1032-T615 Chicaqo, L60604-4434 7. INDEMNIFIGATION 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 orwillful misconduct of Consultant, its officers, employees, agents or subconsultants; the concurrent negligence of Consultant, its officers, employees, agents or sub-consultants but only to the extent of the negligence of Consultant, its officers, employees, agents or subconsultants; 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 intellectual proprietary interest, including copyright, trademark, and trade secret. Consultant waives its immunity under Title 51 RCW to the extent it is required to indemnify, defend and hold harmless the City and its officials, agents or employees. o o . . 8. INSURANCE 2lstCentury Policing Agreement No. 19-01725 3l Page FAS Rev: 31612019 Case 2:12-cv-01282-JLR Document 566-1 Filed 07/10/19 Page 4 of 8 Consultant agrees that it will maintain premises operations and vehicle liability insurance in force with coverages and limits of liability typically maintained by consultants performing work of a scope and nature similar to that called for under this Agreement, but in no event less than the coverages and/or limits required by Washington state law. Such insurance shall include "The City of Seattle" as an additional insured for primary and non-contributory limits of liability. Workers compensation insurance shall also be maintained if required by Washington state law. 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 final payment. 10. TAXES, FEES 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 fulfill all statutory fiscal obligations required by law. 11. INDEPENDENT CONSULTANT The Consultant is an independent contractor and is not intended to act in any way as a 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. Use of City Office Space and Equipment: lf the City determines it is in the City's best interests for the Consultant to Work on City premises and/or 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. ln 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 without written authorization from the City Project Manager. The Consultant shall notify the City Project Manager if s/he or any other Workers are known to be within g0 days of a consecutive 36-month placement on City property. lf 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 office space or in the field, as necessary. The City reseryes 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. 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. For Reasons Beyond Control of Parties: Either party may terminate this Agreement without recourse by the other where performance is rendered impossible or impracticable for reasons beyond such party's reasonable control, such as, but not limited to, an act of nature, war or warlike operation, civil commotion, riot, labor dispute including strike, walkout or lockout, except labor disputes involving the Consultant's own employees, sabotage, or superior governmental regulation or control. 21't Century Policing Agreement No. 19-01725 4l Page FAS Rev: 31612019 Case 2:12-cv-01282-JLR Document 566-1 Filed 07/10/19 Page 5 of 8 Notice: Notice of termination under this Section shall be given by the party terminating this Agreement to the other, not fewer than five (5) business days prior to the effective date of termination. 14. DEBARMENT The City may debar the Consultant pursuant to the provisions of SMC Ch.20.70. Consultant confirms it is not debarred or excluded from participating in any Federal-aidontract nor has any sub-consultant used to perform this work. Debarment shall be verified at https://wrrvw.sam.gov. Consultant shall keep proof of such verification within the sub-consultant records. 15. 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. 16. SOCIAL EQUITY REQUIREMENTS Non-discrimination & 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 occupational qualification. The Consultant shall affirmatively try to ensure applicants are employed, and employees are treated equally during employment, without regard to race, color, age, sex, marital status, sexualorientation, 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. 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 shall insert this Equal Employment Opportunity provision in all subcontracts executed under this Agreement. 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. 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. 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. 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 2lstCentury Policing Agreement No. 19-01725 5l Page FAS Rev: 31612019 Case 2:12-cv-01282-JLR Document 566-1 Filed 07/10/19 Page 6 of 8 to employers, regardless of where they are located, with more than four fulltime equivalent employees. This is in addition and additive to benefits a worker receives under prevailing wages per WAC 296-127014(4). City contract specialists may audit payroll records or interview workers as needed to ensure compliance to the ordinance. Please see http://www.seattle.gov/laborstandards, or you may call the Office of Labor Standards at 206-684-4500. 18. MISCELLANEOUS PROVISIONS A. Background Checks and lmmigrant Status: The City may require background checks for some or all of the employees that may perform work under this Agreement. The City has strict policies regarding the use of Background checks, criminal checks, immigrant status, and/or religious affiliation for contract workers. The policies are incorporated into the contract and available for viewing on-line at https://www.seattle.gov/citv-purchasing-and-contracting/socialequ itvlbackq rou nd-checks#backg rou ndchecks. B. Notification Requirements for Federal lmmigration Enforcement Activities: Prior to responding to any requests from an employee or agent of any federal immigration agency including the lmmigration and Customs Enforcement (lCE), the U.S. Department of Homeland Security (DHS), Homeland Security lnvestigations (HSl) Enforcement Removal Operations (ERO); Customs and Border Protection (CPB), and U.S. Citizenship and lmmigration Services (USCIS) regarding your City Contract, Consultant shall notify the Project Manager immediately. Such requests include, but are not limited to: a. b. Requests for access to non-public areas in City buildings and venues (i.e., areas not open to the public such as staff work areas that require card key access and other areas designated as "private" or "employee only"); or Requests for data or information (writing or oral) about workers engaged in the work of this contract or City employees. No access or information shall be provided without prior review and consent of the City. The Consultants shall request the ICE authority to wait until the Project Manager is able to verify the credentials and authority of the ICE agent and will direct the Consultant on how to proceed. C. Americans with Disabilities Act (ADA): RESERVED D. Campaign Contributions (lnitiative Measure No. 122): Elected officials 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 polly.qrow@seattle.qov for more information about the measure, or call the Ethics Director with questions at 206-615-1248. lN WITNESS WHEREOF, the parties have executed this Agreement by having legally binding representatives affix their signature below. 21St CENTURY POLICING SEATTLE POLICE DEPARTMENT Mark Baird Chief Operating Officer Date 21"t Century Policing Agreement No.'l 9-01 725 D 6l Page FAS Rev: 31612019 Case 2:12-cv-01282-JLR Document 566-1 Filed 07/10/19 Page 7 of 8 City of Seattle Business License Number: Washington State Unified Business ldentifier Number (UBl): Attachments: Exhibit A: Statement 2lstCentury Policing Agreement No, 19-01725 of Work 7l Page FAS Rev: 31612019 Case 2:12-cv-01282-JLR Document 566-1 Filed 07/10/19 Page 8 of 8 . 2t cP soLuTloNs, lLc 2I5T CENTURY POLICING, LLC . 332 S Michigon Ave Suiie 1032 - T615 Chicogo, lllinois 6060 4-4434 (844) SOS-21 (8441767-2127 CP The Court's May 21tt Order directs "the City and the United States, with the assistance of the Monitor and the CPC, to formulate a methodology (1) for assessing the present accountability regime, and (2) for how the City proposes to achieve compliance" and file it with the Court by July 15, 2019. The City is engaging 2lCP Solutions, LLC to assist in task (1). 2l CP Solutions, LLC Partners Former Chief Charles Ramsey, Chief Ronald Davis, Attorney Sean Smoot, and Senior Advisor Darrel Stephens. Who: I Scope of Work (SOW): Develop a SOW for Phase II (as determined by the parties upon satisfactory completion of Phase I), which will include a description of the workplan, deliverables and general methods that2l CP will employ to conduct the assessment, which is subject to Court's review and approval before proceeding with Phase II. Phase I shall include initial site visits commencing on June 26,2019 to lay the foundation for Phase II to facilitate expeditious implementation of the Court approved assessment scope of work and methodology. 21 CP will conduct meetings with litigation parties, the Community Police Commission (CPC) and the Monitor to gather input toward developing the assessment methodology and strategy. Phase Estimated budset for Consulting Fees* - -$27,200 (2 Partners x 4 days and I Senior Advisor x 2 days) -Estimated Reimbursable Expenses $2,000/per consultant per visit $ 18,000 (Est. Total $45,200 plus l0% O&A) Seattle Site Visits : : TERMS Consultant Fees* Team Position Partner Senior Advisor Associate *Rates Hourlv Rate (Off-Site) Dsilv Rste (On-Site) $3s0 $2,800 $2,400 $2,200 $300 $250 - Reimbursqble Expenses are not included in Consultant Fees. - Additional IOok overheqd and administrative(O&A) fee is applied on qll invoices Reimbursable Expenses All reasonable and customary travel expenses will be submitted for reimbursement including travel, printing, shipping and copying, etc.. 21CP's travel expense policy provides that current US GSA mileage and M&IE reimbursement rates shall apply. Standard or Government Hotel rates shall apply unless the client provides special rate code for client's preferred hotel. Domestic air travel will be reimbursed at the Coach (or equivalent) or lowest available rate - First Class or Business rates shall not be reimbursed unless said rate is the lowest available. Rail transport may be coach./business class or lowest rate available (Acela may be booked when available). Ground transportation will be by UberX (or equivalent), standard taxi, or rental car (Standard or Economy). Billing 21CP will submit monthly invoices for consultant time and expenses. Invoices will be accompanied by supporting receipts for reimbursable expenses. ACH or direct deposit is prefemed. Billing terms are net 30 days.