Corpuz, Ray - Consultant
AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT FOR PROFESSIONAL SERVICES is entered into
between the City of Bainbridge Island, a Washington State municipal corporation (City), and
Ray Corpuz, sultant).
WHEREAS, the City needs professional services in connection with
performance evaluation; and
WHEREAS, the Consultant has the expertise and experience to provide said services and is
willing to do so in accordance with the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, conditions, promises, and
agreements set forth herein, it is agreed by and between the City and the Consultant as follows:
1. SERVICES BY CONSULTANT
The Consultant shall provide the professional services as defined in this Agreement and as
necessary to accomplish the scope of services attached hereto as Attachment B and incorporated
herein by this reference as if set forth in full. The Consultant shall furnish all services, labor, and
related equipment to conduct and complete the work, except as specifically noted otherwise in
this Agreement.
2. TERM AND TERMINATION OF AGREEMENT
A. This Agreement shall become effective upon execution by both parties and shall continue
in full force and effect until October 31, 2022, unless sooner terminated by either party as
provided below.
B. This Agreement may be terminated by either party withou
written notice to the other party. In the event of termination, all finished or unfinished
documents, reports, or other material or work of the Consultant pursuant to this Agreement shall
be submitted to the City, and the Consultant shall be entitled to just and equitable compensation
at the rate set forth in Section 3 for any satisfactory work completed prior to the date of
termination.
3. PAYMENT
A. The City shall pay the Consultant hourly, plus actual expenses, in accordance with
Attachment B, but not more than a total of four thousand eight hundred dollars ($4,800).
B. The Consultant shall submit, in a format acceptable to the City, monthly invoices for
services performed in a previous calendar month. Each project and each task within a project
shall be the subject of a separate invoice. The Consultant shall maintain time and expense
records and provide them to the City upon request.
Page 1 of 9
C. The City shall pay all invoices by mailing a City check within sixty (60) days of receipt
of a proper invoice from the Consultant.
D. If the services rendered do not meet the requirements of this Agreement, the Consultant
shall correct or modify the work to comply with this Agreement. The City may withhold
payment for such work until it meets the requirements of this Agreement.
4. INSPECTION AND AUDIT
The Consultant shall maintain all books, records, documents, and other evidence pertaining to
the costs and expenses allowable under this Agreement in accordance with generally accepted
accounting practices. All such books and records required to be maintained by this Agreement
shall be subject to inspection and audit by representatives of the City and/or the Washington
State Auditor at all reasonable times, and the Consultant shall afford the proper facilities for such
inspection and audit. Representatives of the City and/or the Washington State Auditor may copy
such books, accounts, and records if necessary to conduct or document an audit. The Consultant
shall preserve and make available all such books of account and records for a period of three (3)
years after final payment under this Agreement. In the event that any audit or inspection
identifies any discrepancy in such financial records, the Consultant shall provide the City with
appropriate clarification and/or financial adjustments within thirty (30) calendar days of
notification of the discrepancy.
5. INDEPENDENT CONTRACTOR
A. The Consultant and the City understand and expressly agree that the Consultant is an
independent contractor in the performance of each and every part of this Agreement. The
Consultant expressly represents, warrants, and agrees that the status as an
independent contractor in the performance of the work and services required under this
Agreement is consistent with and meets the six-part independent contractor test set forth in RCW
51.08.195. The Consultant, as an independent contractor, assumes the entire responsibility for
carrying out and accomplishing the services required under this Agreement. The Consultant shall
make no claim of City employment nor shall the Consultant claim any related employment
benefits, social security, and/or retirement benefits.
B. The Consultant shall be solely responsible for paying all taxes, deductions, and
assessments, including but not limited to federal income tax, FICA, social security tax,
assessments for unemployment and industrial injury, and other deductions from income which
may be required by law or assessed against either party as a result of this Agreement. In the
event the City is assessed a tax or assessment as a result of this Agreement, the Consultant shall
pay the same before it becomes due.
C. The City may, during the term of this Agreement, engage other independent contractors
to perform the same or similar work that the Consultant performs hereunder.
D. The Consultant shall obtain a business license and, if applicable, pay business and
occupation taxes pursuant to Title 5 of the Bainbridge Island Municipal Code.
Page 2 of 9
6. NONDISCRIMINATION AND COMPLIANCE WITH LAWS
A. The Consultant 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, sexual orientation, age, disability, gender identity, or
other circumstance prohibited by federal, state, or local law or ordinance, except for a bona fide
occupational qualification.
B. The Consultant shall comply with all federal, state, and local laws and ordinances
applicable to the work to be done under this Agreement.
C. Violation of this Section 6 shall be a material breach of this Agreement and grounds for
cancellation, termination, or suspension by the City, in whole or in part, and may result in
ineligibility for further work for the City.
7. 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 City and shall be forwarded to the City
in hard copy and in digital format that is compatible with the Citys computer software programs.
8. GENERAL ADMINISTRATION AND MANAGEMENT
The City Manager of the City, or designee, shall be the Citys representative, and shall oversee
and approve all services to be performed, coordinate all communications, and review and
approve all invoices, under this Agreement.
9. HOLD HARMLESS AND INDEMNIFICATION
A. 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 negligent or alleged negligent 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.
B. However, 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
liability, including the duty and cost to defend hereunder, shall be only to the extent of the
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.
Page 3 of 9
C. or mpleted
shall not be grounds to void, nullify, and/or invalidate any of these covenants of indemnification.
D. Nothing contained in this Agreement shall be construed to create a liability or a right of
indemnification in any third party.
10. INSURANCE
The Consultant shall maintain the insurance described in Attachment A.
11. SUBLETTING OR ASSIGNING CONTRACT
This Agreement, or any interest herein or claim hereunder, shall not be assigned or transferred in
whole or in part by the Consultant to any other person or entity without the prior written consent
of the City. In the event that such prior written consent to an assignment is granted, then the
assignee shall assume all duties, obligations, and liabilities of the Consultant as stated herein.
12. EXTENT OF AGREEMENT/MODIFICATION
This Agreement, together with attachments or addenda, represents the entire and integrated
Agreement between the parties 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.
13. SEVERABILITY
A. If a court of competent jurisdiction holds any part, term, or provision of this Agreement
to be illegal or invalid, in whole or in part, the validity of the remaining provisions shall not be
Agreement did not contain the particular provision held to be invalid.
B. If any provision of this Agreement is in direct conflict with any statutory provision of the
State of Washington, that provision which may conflict shall be deemed inoperative and null and
void insofar as it may conflict and shall be deemed modified to conform to such statutory
provision.
14. FAIR MEANING
The terms of this Agreement shall be given their fair meaning and shall not be construed in favor
of or against either party hereto because of authorship. This Agreement shall be deemed to have
been drafted by both of the parties.
Page 4 of 9
15. NONWAIVER
A waiver by either party hereto of a breach by the other party hereto of any covenant or
condition of this Agreement shall not impair the right of the party not in default to avail itself of
any subsequent breach thereof. Leniency, delay, or failure of either party to insist upon strict
performance of any agreement, covenant, or condition of this Agreement, or to exercise any right
herein given in any one or more instances, shall not be construed as a waiver or relinquishment
of any such agreement, covenant, condition, or right.
16. NOTICES
Unless stated otherwise herein, all notices and demands shall be in writing and sent or hand-
delivered to the parties at their addresses as follows:
To the City: City of Bainbridge Island
280 Madison Avenue North
Bainbridge Island, WA 98110
Attention: City Manager
To the Consultant: Ray Corpuz
6844 Main Sail Lane
Gig Harbor, WA 98335
or to such addresses as the parties may hereafter designate in writing. Notices and/or demands
shall be sent by registered or certified mail, postage prepaid, or hand-delivered. Such notices
shall be deemed effective when mailed or hand-delivered at the addresses specified above.
17. SURVIVAL
Any provision of this Agreement which imposes an obligation after termination or expiration of
this Agreement shall survive the term or expiration of this Agreement and shall be binding on the
parties to this Agreement.
18. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of
Washington.
19. VENUE
The venue for any action to enforce or interpret this Agreement shall lie in the Superior Court of
Washington for Kitsap County, Washington.
Page 5 of 9
ATTACHMENT A
INSURANCE REQUIREMENTS
A. Insurance Term
The Consultant shall procure and maintain for the duration of the Agreement insurance against
claims for injuries to persons or damage to property which may arise from or in connection with
the performance of the work hereunder by the Consultant, its agents, representatives, or
employees.
B. No Limitation
to limit the liability of the Consultant to the coverage provided by such insurance, or otherwise
limit the C
C. Minimum Scope of Insurance
The Consultant shall obtain insurance of the types and coverage described below:
1. Automobile Liability insurance covering all owned, non-owned, hired, and leased
vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or
a substitute form providing equivalent liability coverage.
2. Commercial General Liability insurance shall be at least as broad as ISO occurrence form
CG 00 01 and shall cover liability arising from premises, operations, stop-gap liability,
independent contractors, and personal injury and advertising injury. The City shall be
named as an additi
insurance policy with respect to the work performed for the City using an additional
insured endorsement at least as broad as ISO CG 20 26.
3. coverage as required by the Industrial Insurance laws of the
State of Washington.
4. Professional Liability
D. Minimum Amounts of Insurance
The Consultant shall maintain the following insurance limits:
1. Automobile Liability insurance with a minimum combined single limit for bodily injury
and property damage of $1,000,000 per accident.
2. Commercial General Liability insurance shall be written with limits no less than
$1,000,000 each occurrence, $2,000,000 general aggregate.
Page 7 of 9
3. Professional Liability insurance shall be written with limits no less than $1,000,000 per
claim and $1,000,000 policy aggregate limit, as applicable.
E. Other Insurance Provision
rance policies are
to contain, or be endorsed to contain, that they shall be primary insurance as respect to the City.
Any insurance, self-insurance, or self-insured pool coverage maintained by the City shall be
F. Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII.
G. Verification of Coverage
Before commencing work and services, the Consultant shall provide to the person identified in
Section 8 of the Agreement a Certificate of Insurance evidencing the required insurance. The
Consultant shall furnish the City with original certificates and a copy of the amendatory
endorsements, including but not necessarily limited to the additional insured endorsement,
evidencing the insurance requirements of the Consultant before commencement of the work. The
City reserves the right to request and receive a certified copy of all required insurance policies.
H. Notice of Cancellation
The Consultant shall provide the City with written notice of any policy cancellation within two
business days of their receipt of such notice.
I. Failure to Maintain Insurance
Failure on the part of the Consultant to maintain the insurance as required shall constitute a
material breach of contract, upon which the City may, after giving five (5) business d
to the Consultant to correct the breach, immediately terminate this Agreement or, at its
discretion, procure or renew such insurance and pay any and all premiums in connection
therewith, with any sums so expended to be repaid to the City on demand, or at the sole
discretion of the City, offset against funds due the Consultant from the City.
J. City Full Availability of Consultant Limits
If the Consultant maintains higher insurance limits than the minimums shown above, the City
shall be insured for the full available limits of Commercial General and Excess or Umbrella
liability maintained by the Consultant, irrespective of whether such limits maintained by the
Consultant are greater than those required by this Agreement or whether any certificate of
insurance furnished to the City evidences limits of liability lower than those maintained by the
Consultant.
Page 8 of 9
ATTACHMENT B
SCOPE OF SERVICES
The C
Council and City Manager, which will include the following tasks:
Develop city manager evaluation process, including steps, review, schedule, advice, and
recommendations to the City Council;
Develop system and forms for the city manager evaluation process;
Facilitate discussion and answer City Council questions about the evaluation process;
Answer questions from the City Manager about the process;
Facilitate and advise the City Council during review session with the City Manager; and
Prepare final report and record of the evaluation results.
The consultant shall be paid $150 per hour for this work.
Schedule:
This process is set to conclude in September 2022.
Page 9 of 9