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HomeMy WebLinkAbout000743 Original Contract City of Port Angeles Record#000743 CONTRACT FOR CONSULTING SERVICES This Contract for Consulting Services (the "Contract") executed this W.5_�day of A�k(L- -, 2014, is made by and between CITY OF PORT ANGELES, a municipal corporation, having its principal offices at 321 East 5"' Street, Port Angeles, WA 98362 (hereinafter "Customer") and GUNNERSON CONSULTING AND COMMUNICATION SITE SERVICES, LLC, a Washington limited liability company, having a business address of 231 River Run Road, Sequim, WA 98382 (hereinafter "GCCSS"). Both Customer and GCCSS may be referred to as "Party" or"Parties." SECTION 1. EFFECTIVE DATE OF CONTRACT The initial term of this Contract is for three (3) years ("Initial Term") commencing on Apt 1,.- 2-5- —, 2014 ("Effective Date"), and ending at midnight on the last day of the Initial Tenn. The Conti-act shall automatically extend for four(4) consecutive terms of three (3) years each ("Extension Term(s)") unless either Party has delivered written notice to the other Party of its intent not to extend the Contract at least thirty (30) days prior to the end of the Initial Term or Extension Tenn then in effect. SECTION 2. SERVICES TO BE PROVIDED 2.0 The services that shall be performed by GCCSS are set forth on "Attachment A - Scope of Services", attached hereto and incorporated herein by this reference. 2.1 GCCSS agrees to provide its own labor and materials and to pay for its own "overhead," including, but not limited to, if applicable, rent, utilities, salaries, wages, taxes, continuing education and licenses. Unless otherwise provided herein, no material or labor will be furnished by Customer. Expenses for Customer-approved travel in excess of Two Thousand ($2,000.00) Dollars will be reimbursed in a manner consistent with Customer personnel policies. Any air travel shall be in coach class. Non-GCCSS expenses associated with the performance of this Contract including,but not limited to, FCC, FAA, other professionals or other filing fees, records updates, data base administration, parts or materials shall be preapproved by Customer and thereafter paid or reimbursed by Customer in a timely manner. Under no circumstances shall GCCSS be responsible for payment of Customer's legal fees and costs. 2.2 GCCSS will perform the work specified in the Contract according to standard industry practices and in conformity with state law. 2.3 GCCSS will complete its work, to the best of its ability, in a timely manner and in accordance with the schedule agreed to, in writing, by the Parties; provided that Customer is timely in responding to GCCSS requests. 2.4 Customer will provide GCCSS with a Letter of Authorization (Attachment B hereto) which, along with this Contract, sliall govern its actions on behalf of Customer. GCCSS-Port Angel es-Co nsulting Agreement 04/25/14 Page 1 2.5 At the request of Customer, {}CCSS will confer with Cnakuner. (]CCSS may prepare and present status reports and other information that may be pertinent and oeooeaucy, or as may be reasonably requested by Customer. The forniat or content of such written status reports shall hea1 the sole discretion o[GCCSS. SECTION 3. CONTRACT REPR8SENTATWES Customer will have o contract rcp000coiativo and may change its representative upon providing written notice to (][CS3. The Parties' representatives are ms fh||ovvu: Customer's Contract Representative Heidi Greenwood Assistant City Attorney City of Port Angeles 32l East 5 m Street P.(}. Box ll50 Port Angeles, VV/\ 983d2 (360) 417-4562 GCCSS's Contract Representative 5<ryooGununraou Gnouoreoo Consulting and Communication Site Services, I.LC 23l River Run Road Seqobn, nV/\ 08382 (425) 829-3333 SECTION 4. COMPENSATION 4.1 General Consulting Fee. (3ouern] consulting performed by [}CCSS shall he billed oo more than monthly by CCSS at o nutu between Fifty Dollars ($50 0n//nn) and Two Hundred Dollars ($200 on//n))perbonr, koludioguppUoohlctaxco, oaidbiUingtobebumed oo increments of ten (|O) minutes or .]7 hour(^,Gcnoro\ Consulting Fenn"). Telephone or other contacts between GCCSS and Customer representatives or between {3CCB8 and � Customer with duration of /oam than ibur (4) minutes will not he o billable event chargeable to Customer. 4.1.1 Cap on General Consulting 07cum. {}CCS8 in authorized to bill up to Fifteen Thousand and No/]0O Dollars ($]5,O0O) for General Consulting Fees during each year of this Contract ("Cap") throughout the lubia| Tenn and any Extension Term(s). In the event that the cumulative General Consulting Fees are expected \o exceed the Cap during a contract year, [iCCS3 zouo( obtain pdnc written approval from Customer betbo: performing additional general consulting services on behalf o[Customer. The Cap set GCCS8_Port Angeles_Cnusu|bnXAgrccmeot04/%5/14 Page forth in this 8codou 4.1.I does not unnk/ to any proceeds for Negotiation Fees due GCCS8 under Section 42below. 4.2 Negotiation Fee. (]CC8B will attempt iodo one or more of the following: (i> find qualified buyer(s) (c.8., vviru|eao oaoicza or tower companies) and will thereafter negotiate with such buyers(s) for Customer 1ovvor bnri|idoo and shall present sale contract\u Customer; and/or (ii) negotiate with Customer's current toonn1e 10 resolve imaucm on any property owned by Customer, and shall present a settlement agreement to Customer; and/or (iii) negotiate with Customer's current tenants for an iuormuae in annual rent received by Customer. Each of the [bnogoiuA, individually uzcollectively, shall be defined as the "Negotiation." Customer abuU enter into o ao)e contract relationship, settlement agreement, or ceui iucroomo ngceocuout at its uo/c discretion, and Customer will oompeoeo1u GCCSS as [bUovvo: (iv) au amount equal to twenty percent(l0Y6) of the gross amount o[o sale agreement, and/or (v) an anuonu\ equal to twenty percent (2096) of the gross amount of any other settlement received for negotiations performed byGCCSS, and/or (vi) on ozuoou\ equal to one (l) times the ouuuol increase in zeu1 received from the current tenants on property owned hyCustomer. Each of the foregoing, individually orcollectively, abaU be defined on the "Negotiation Fco."AnybondyieemooderdziaCoobnc(re)ated1ouNeDotiu\iouabu1lhcdeduc\edtioru the Negotiation Fee. In the event the Negotiation Fee is looe than the cost of the hours incurred, Customer shall pay the full amount of the actual hours incurred. 4.2.1 The Parties specifically agree that the Negotiation Foe is strictly construed as u fee charged for Negotiation services and in no vvoy represents compensation or commission for finding additional buyers. 4.2.2 This Section 4.2 survives expiration or termination o[this Contract. 4.3 LJu|can otherwise provided in the Contract, {lCCS8 may submit an invoice to Customer at loeei once a ounodb for payment of work in progress or uo\ooUy 000my\o1od to date. Customer shall have ten (10) calendar days to give GCCSS written dispute of any items. Subject to the other provisions of the Contract, Customer obaU pay all undisputed onuouota of such invoice vvidbio Customer e(undond ya}nzeut process within thirty (30) days o[the date of said invoice. CCCS5_yort Angel es-Co usu|tiog Agreement 04/25/14 Page 4.4 GCCSS will be paid for work generally authorized in the Contract or by direction of Customer through emails or other written and verbal communications. 4.5 GCCSS will not be entitled to payment for any services that are incurred after the Contract's expiration or termination, unless a provision of the Contract expressly provides otherwise. 4.6 If GCCSS fails to reasonably perform any substantial obligation and the failure has not been cured within ten (10) business days following GCCSS's receipt of written notice from Customer, Customer may, in its sole discretion and upon written notice to GCCSS, withhold only disputed monies due GCCSS, without penalty, until such failure to perform is cured. 4.7 GCCSS will be responsible for payment, if applicable, of all employer-related taxes including but not limited to the employer portion of Social Security and Medicare, unemployment compensation, withholding tax and worker's compensation for GCCSS employees and contractors as applicable. Sums for these taxes, fees or any other obligations of GCCSS will NOT be withheld from the payments made to GCCSS except withholding of sums pursuant to Section 4.5 above, if applicable. SECTION 5. AMENDMENTS AND CHANGES IN WORK 5.1 In the event of any errors or omissions by GCCSS in the performance of any work required under the Contract, GCCSS will make all necessary corrections without additional compensation. In no event will GCCSS give legal advice or be considered a legal representative for Customer. Customer is solely responsible for its legal interpretation and representation of all work products. 5.2 In order to be effective, any Contract renewal, amendment or modification must be in writing, signed by both Parties and attached to the Conti-act. Work under a renewal, amendment or modification may not commence until the renewal, amendment or modification has been approved by Customer and has become effective. SECTION 6. HOLD HARMLESS AND INDEMNIFICATION 6.1 The Parties will hold harinless, indemnify and defend the other Party, its officers, officials, employees and agents, from and against any and all claims, actions, suits, liability, loss, expenses, damages and judgments of any nature whatsoever, including reasonable costs and attorneys' fees in defense thereof, for injury, sickness, disability or death to persons or damage to property or business, caused by or arising out of the indemnifying party's acts, errors or omissions in the performance of the Contract. Provided, however, that the Parties' obligations under this provision will not extend to injury, sickness, disability, death or damage caused by or arising out of the sole negligence of the other Party, its officers, officials, employees or agents. GCCSS-Port Angel es-Co nsulti ng Agreement 04/2S/14 Page 4 6.2 The Parties' obligations under tboec provisions include, but are not limited ho, investigating, adjusting and defending all ckdum alleging loss from action, oonr or omission, or breach of any common law, statutory or other delegated duty by either Party oz either Party's officers, officials, employees and agents. 0.3 The Parties hereby explicitly acknowledge and agree that GCCSS does not guarantee, represent, coudkeL express, or in any other fbon` upcoifio results or outcomes of work performed under this CootnxoL SECTION 7. INSURANCE 7.1 GCCSS will ouuiu1aiu oocnrueznial general liability for bodily injury, personal injury and property damage, oobiooi to o |bnk of not 1coo than One Million ($1,000,000) per occurrence. The general aggregate limit will apply separately \o the Contract and bouo less than Two Million ($2,000,000). [;CC38 will provide commercial general liability coverage that does not exclude any activity to be performed in fulfillment of the Contract. Specialized lorms specific to the industry of GCCSS will be deemed equivalent provided coverage is no more restrictive than would be provided under o standard ooznmucoiol gooenni liability policy, including oouinzuhua\ liability coverage. 7.2 Customer will nuoiu(ou 000zmcroioJ general liability for bodily injury, ycrouna| injury and property damage, subject to o limit of not less than One Million ($1,000,000) per occurrence on each of its properties on p/Uiub (]CCS8 may perform work according to this Contract. The 8coeoxl aggregate limit will apply separately to the Contract and b000 less than Two Million($2`000,000). 7.2.1 {]CC8S`e liability insurance provisions will be primary with respect to any insurance or self-insurance pcugrnrom covering Cno1onuur, its oDIcccn, officials, employees and agents. 7.2.2 When such coverage is required, (;CCSS`suouunoc;uia| general liability insurance and automobile liability ionureuoo will include Customer and certain uazuod officials and employees. 7.2.3 When such coverage im required, (]CCSS`scommercial general liability insurance and automobile liability ivaor000n will contain no specific limitations on the scope of protection afforded to Customer aaun additional insured. 7.2.4 Any tuilozo to comply with reporting provisions of the policies will not affect coverage provided to Customer, its officers, officials, employees and agents. 7.2.5 (7CCS8`x insurance will apply separately, if available, to each insured against v/boru claim is made or moii is brought, subject 10 the limits of the insurer's liability. CCCSS_Pou Angeles-Consulting Agreement 04/25/14 Page 7.2.6 GCC3G will bnob'du all subcontractors as insurers under its policies or will furnish uepunVo uezdOoo1en and endorsements for each subcontractor. All oov*oogo for subcontractors will be onbiro1 to all of the zoguiremzco(a aCu(ed in these provisions. 7.2.7 The insurance Urnito mandated for any iuournuuc coverage required by the Contract are not intended tobeuu indication o[exposure. 7.2.8 (]CCSS will ouoiobaio all required policies in force from the time services 0000ruunce until services are completed. [ediDoo\uu` policies and endorsements scheduled to expire before completion of acrviuco will be rcuep/cd before expiration. 7.2.9 U is further specifically and cxyr#oo/y understood that the indemnification provided herein constitutes the GCCSS^o waiver of immunity under Industrial boaurmocc, Title 51 I<CnV, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the Parties. The provisions o[this section shall survive the expiration or termination of this Contract. 7.3 Verification of Coverage and Acceptability wfInsurers. 7.3.1 GCC8G will place insurance with insurers licensed to do koaiooea in the State of Washington and having &.&8. Best Company ratings of no )oao tbouA-l/D` with the exception that excess and umbrella coverage used to meet the requirements for bruitm of liability or gaps in coverage need not be placed with ioeocere or roioannory licensed in the 8\uto of Washington, or as otherwise acceptable 0o Customer. 7.3.2 [}CCS3 will bzzuiab Customer with properly executed certificates nf insurance oc a signed policy endorsement which will clearly evidence all insurance required in this Section within 10 days after the effective date of the Contract. The oodiDoutc(e) will, at o zuiuiozoou, ba< limits of liability and coverage. The certificate(s) will provide that the underlying insurance contract may not be canceled, or allowed to expire, except on 10-days' prior written notice for failure to pay or based upon a 45-day notice to renew, to Customer, or as required by the State of Washington. Any certificate or cudoza00000d lbniduO or negating the insurer's obligation to notify Coatozouz of onuoollo1ioo or oboogca ouno1 be amended so oa not io negate the intent of this provision. 7.3.3 GCCSS will fbndob Customer with o*idcmoo that the additional-insured provision required above has been met. Acceptable forms of evidence are the endorsement pages of the policy showing Customer amao additional insured. 7.34 Certificates of insurance will show the certificate holder as Customer and indicate ^^carc of` the appropriate Cnuk>oour`m contract representative. The nddnzam of the certificate holder will be ahovvo as the c00001 uJdrcom of the appropriate Customer office ordepartment. CCCS8_Por,Angeles-Consulting Agreement 04/2S/14 Page 7.3.5 If applicable, (CC5S will request that the Washington State Department of Labor and luJoohioo, Workers Compensation Representative, send written verification to Customer that(}CCSSim currently paying workers' compensation. 7.3.6 GCCSS or its broker will provide a copy of all insurance policies specified in the Contract upon request of the Customer risk manager. 7.3.7 All insurance endorsements provided per this Contract shall bc deemed acceptable by Customer upon ten (|O) days of receipt unless GCCSS has been notified by Customer with specific non-conformance information. (]CCSS abuU have fi[icuu (15) days from Customer notification to ooukc the ucooaoary corrections to codormcozouio. SECTION 8. TERMINATION 0.1 Upon twenty (20) days' written notice, Customer may terminate the Contract io whole or io part whenever Customer determines in its sole discretion that such teuoioo(iuoie in the best interests ofCustomer. Should termination occur, then Customer will pay (3CCSSiu a cnuuucr 0000imtozd with Soodou 4 above including, if applicable, any non-GCCSS expenses incurred by GCCSS pursuant to Section 2.1, for all work performed by GCCSS in furtherance ofthe Scope o[Work outlined in Attachment bnrehu oD to the date of such notice. 8.2 If Customer funding sources regarding the underlying project or matter is vvitbdnavvu, reduced or limited in any way after the Contract is sigped or becomes effective, Customer may immediately terminate the Contract notwithstanding any other termination provision in the Contract. Termination under this provision will be effective upon the date specified in the vvdUem notice of termination sent by Customer to GCCSS. No costs incurred after the effective date of the termination will bopaid. 8.3 If GCCSS breaches any of its obligations under the Contract, and fails to cure the breach within twenty (20) days of its receipt of written oodoc of such h000ub from Comtoruor` Customer may tmooiuu u the Cnubnc(. In that event, Customer will poy[}CCSS only for the costs ofservices incurred to the date oftermination. 8.4 (3CC88 may \onniuuiu this Contract at the sole discretion of (]CCSS oyou thirty (30) days written notice. (]CCSS will convey<o the best o[its ability all materials and matters io Customer and any uncompleted work products. bn the event of termination under this provision, Customer will pay (3CC88 for the coat of services incurred 10 the effective date oftermination. SECTION 9. ASSIGNMENT,DELEGATION AND SUBCONTRACTING 9.1 GCCS8 will perform under the Contract using only its hoou fide ezuyloyucn` aoh»oo1roo\nzo or agents, and the obligations and duties o[ (]CCS8 under the Contract CCC38_Por|Angel es-Co nsukiuA Agreement 04/Z6/14 Page and may not bs assigned, or subcontracted to any other person m firm without the prior express written consent o[Customer. 9.2 GCCSS vvuru\nim that it has not paid, nor has it agreed to pay, any oozuynuy, pcmou` partnership or fioo, other than o bona fide employee working czo|noivcly for (3[CSS, any /tc, commission, percentage, bn`koougo tee, gift or other consideration contingent upon or resulting from the award or making of the Coo1cuoL SECTION 10, INDEPENDENT CONTRACTOR 10.1 (jCCSS'm services will be furnished byGCCSS as an independent contractor and not as an agent, an employee oru servant ofCustomer. (]CCBQ specifically has the light io direct and control GCCSS's own activities in providing the agreed services in accordance with the specifications set out in the Contract. 10.2 GC[SS acknowledges that the oniio: oocopcooadou for the Contract is muL forth in dhc oompuuooiioo yrnvininoa of the Contract and GCC3S is not uoddod N any Customer bozsfita` including, but not limited to: vacation pay; holiday pay; sick leave pay; medical, dental or other buwuou/uo benefits; fringe benefits; disability; workman's oompcouudou; or any other rights or privileges afforded to Customer employees. 10.3 (]CCSS will have and couiu(aio complete responsibility and control over all of its subcontractors, employees, a&coto and representatives. No subcontractor, employee, agent or representative of GCCSS will be or be deemed to be, or act or purport to act, as au employee, agent or representative o[Customer. 104 [}CC3S as an independent contractor shall NOT have the authority to bind Customer to any oodou` Ibrbcuznuou of action, contract, pomzuiae` ozpeoac or other legal °considcro1iou," i.n., item o{value bargained for and exchanged. SECTION 11. NONDISCRIMINATION (]CCSS, its aaeigueum` delegates or aob000touotnro will not diaodzoiva10 ugeiva1 any pcxenu in por1bonaooe of any of its obligations under the Cuo\zoot on the basis of race, color, creed, religion, national origin, age, sex, znodto| atnkzo, veteran status or the presence of any disability. SECTION 12. OWNERSHIP OF MATERIALS/WORKS PRODUCED 12.1 All reports, drawings, plans, mpeoiDnodnun` all forms or electronic media, and data and dooucooutayznducnd in the performance of the work under the Contract will be "works for hire" as d;[lucd by the U.S. Copyright /\oi of 1976 and will be owned by Customer. (}vvucmbiy includes the right <o copyright, patent, and register, and the ability to transfer these rights. GCCS8 may retain u copy of work it generated or produced and use same io furtherance ofC}CC8Sbusiness. CCCSS_Port Angeles-Consulting Agreement 04/25/11 Page 12.2 /\u electronic copy of all word processing documents will be submitted io Customer upon request oza( the end o{the job using the word processing program and vuzek`u specified by Customer. SECTION 13. PATENT/COPYRIGHT INFRINGEMENT {}CCS8 will hold buouleoo, indemnify and defend Coaiozuor, its officers, oOOuio/o, employees and agents, from and ogoiuo1 any claimed action, cause or demand brought uAaiuoi Customer, including zoaaooub\c defense costs and aUonuoym fees, liabilities, |oomom, expenses, dunnygoa, and odgn000tm, vvbero such action io based on the claim that iofbcmodon supplied by (7CCSS or subcontractor infringes any patent or oup i�-,b1. GCCSS will be notified promptly in writing by Customer of any notice of such claim. SECTION 14. DISPUTES I)itDercooca, disputes and disagreements between (SCCSS and Customer arising under or out of the Contract will be hznuObi to the attention of the other Party at the earliest possible time so that the nmnticz may hc settled or other appropriate action promptly taken. SECTION 15. CONFIDENTIALITY 15.1 (]CCS8, its employees, onb000bootoro and their employees will 000io1uin the oouDdcmdo|ity of all information provided by Customer or acquired by GCCS8 in performance of the Contract, except upon the prior express written consent of Customer or upon an order entered byu court ofcompetent jurisdiction. GCCB3 will promptly give Customer n/dttoz notice of any judicial proceeding seeking disclosure of such iufbnna1iou` as well as any contacts by citizens, proponents or interested parties as to matters before{}CCSS. 15.2 ljnoo Customer's request or upon expiration or tooniuokou of this Contract, (}CCSS shall promptly return or dooUny all Customer materials furnished by Customer containing bufoouo1ioo previously described by Cua\unouz as "Confidential Information," k/gutbcr with all copies and summaries of"Confidential bo[huoobou^` in the possession or under the control of GCCSS except for records required for GCCSS archive files and at the sole discretion nfC}CCSS or as required hy this Contract. SECTION 16^ CHOICE OF LAW,JURISDICTION AND VENUE 16.1 The Contract will be construed as having been made and delivered within the State of Washington and itiu agreed by each Party that dheConbactwDlhogoveoz dbydholowa of the State ofWashington, both as to its interpretation and performance. 16.2 Any action of law, suit io equity nrother judicial proceeding arising under or out o[the Contract may bc instituted and maintained only in Superior Court for Clollunu County. CCCS5_Port Angel es-Consul dog Agreement 04/25/14 Page 16.3 Should a dispute arise over the terms and obligations described in this Contract mthe quality or quantity o[the work performed bvGCC88 pursuant \o this Contract, then each Party shall be responsible for its own attorney's fees and court costs. SECTION 17. MISCELLANEOUS 17.1 No Waiver. The Parties agree that the excuse or forgiveness ofycrtbnuauoo, ozwaiver of any provisions of the Contract, does not constitute a waiver of such provision or future puxfbn000ue` or prejudice the dgbi of the waiving yudy to cofbnoe any of the provisions of the Coobnoi at later time. 17.2 1[ox Payments. (]CCS0 will pay all applicable 6rduoni state and local taxes, [oea (including licensing fees) and other amounts including, but not |immitcdto, the employer's portion of any taxes that arise from compensation owed or paid to employees, agents or representatives of(]CCS0or are otherwise mandated by Title 26lJ.S.C. 17.3 Personnel Removal. ()CCSS o8z000 to buzuudioiu|y remove any of its subcontractors, employees, ogun\a or representatives from monigumsu\ to perform services under the Contract upon receipt ofa written request to do so from Customer. 17.4 Legal Compliance. GCCSS and its aoboouUactoro` employees, ugouta and representatives will comply with all applicable federal, state and local \ap/o, rules and regulations in their performance under the Contract and shall obtain all required permits, liocmmce or authorizations from any brdood, state or local regulatory body licensing actions GCCSS takes in furtherance of the terms and obligations of this Contract. GCCSS ohuU be ondUud to seek legal advice, on behalf ofCustomer, from the Customer attorney or his or her designee to the extent that the Customer attorney orhis or her designee can provide such legal advice in n cuu000r cooeia\erd with the applicable rules governing a lawyer's conduct. 17.5 Records Inspection and Retention. Customer may, at rcumouahlc times, inspect the books and records ofGC[SSrelating tn the performance of the Contract. (3CCS3vviD retain for audit purposes all Contract-related records for at |eue\ six years after termination o{the Contract. 17.6 Smouemmorm and Assigns. This Contract shall he binding on, and inure to the benefit of, the successors and permitted assignees of the respective Pal-ties. 17.7 BCndrm Agreement. The Parties ookuu`p\edBo that the Contract is the complete expression o[their agreement regarding the subject matter ofthe Contract. Any oral or written representations or understandings not incorporated in the Contract are specifically excluded. 17.8 Notices. Any notices will be nDeodvc if personally served upon the other Party o/ i[ mailed by registered or certified mail, or by OP3{Pedl5x, with return receipt requested, 1n the addresses set out iothe Conti-act Representatives provision u[the Contract, Section CCCSS_pon Angel es-Co oyoking Agmomrot04/JS/14 Page 10 above. Notice will bo deemed (mhu given three days following the date o{mailing if sent by registered or certified mail, upon receipt if sent by TJPB{Fcd Ex or other courier ocn'ke, c«immediately if personally served. 17.9 No Third Party Beneficiaries. The Parties to this Contract do not intend to confer any right or remedy upon any third party. 17.10 Authority. Each person this Contract represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this Coo<naoL Each Party represents and warrants to the other that the execution and delivery o[the Conti-act and the perforinance of such Party's obligations hereunder have been duly authorized and that the Contract ia a valid and 1ogn| agreement binding on such Party and enforceable in accordance with its terms. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] CCCS3_Port Angel es-Co nnulhng Agreement 04/25/14 Page 11 IN WITNESS WHEREOF: Customer and GCCSS have signed this Contract on the date noted: CITY OF PORT ANGELES GUNNERSON CONSULTING AND COMMUNICATION SITE SERVICES, LLC By: By: Name: Oanvej mckrcn ry Name: on Gunnerson Its: . i:,% t*--j k!!QD:L'Q 4e-- lts.7� en er Date: S51 1 114 Date: GCCSS-PortAilgeles-Consulting Agreement O4/2S/14 Page 12 ATTACHMENT B LETTER OF AUTHORIZATION /u: Consulting and Communication Site Sorvooa,LLC 23l River Run Road 8oquiuu,W&983O2 G0NN0KkSON CONSULTING AND COMMUNICATION SITE SERVICES, LLC, a Washington limited liability company ("GCCSS"), along wiU/ be employees and contractors, im hereby authorized 0o ou| on behalf ofCITY OF PORT ANGELES, n municipal corporation ("Customer") according to the (cuna and conditions of that certain Contractor Cooao|dug &@recouuot bckvceo the pm1ioa hereto, dated 2014, (the ^^Cuutrao[`) at all {el000uoouuicuhoum towers, properties audprmooioow owned and/or operated hyCustomer. |. Such uudvidc» may include, but are not Urudod 1o: B±mcunch` verification, ivapeudooa and identification of the conditions relating tu the agreements, contracts, physical aspects and compliance oy the telecommunications towers,properties and premises owned and/or operated byCustomer. 2. GCCS8 is authorized tonegotiate, clarify and correct any and all JeDoiomoicu or opportunities relating to such telecommunication towers, properties and premises owned and/or operated hyCustomer as directed hyCustomer. Upon auooeaufbl completion of these activities {}CC8S will present to Customer the recornmended course of action with executable documents. As a contractor,GCCSS io not authorized 10 bind Customer, orally or in writing,with respect to all items described in 8eudno 10.4 of the Contract, without the express written pmnnimoiouofCustomer. 3. GCCSS"x working relationship and aodvi6ou relating to the <ovvoru` properties and premises will be directed and coordinated by Heidi Greenwood, Assistant City Attorney, the authorized representative of Customer, or the yonou she designates from time to time. If any questions about this Letter o[Authorization arise please contact Customer N phone number(360)417-4562. 4. The validity o[ this Letter o{ Authorization iy contingent upon GCCSS complying with and adhering to all the (ccma and ubli8udmuo the Contract, and Customer reserves the right to n/i<bd/uvv or rescind this [cUcr of Authorization upon the termination of the Contract, or oimn||auuooaly with any notice to GCCSS that GCCSS has breached the ten-ns and obligations of the Contract. 5. In no event is this Letter of Authorization valid beyond nn|ouo the underlying Contract io extended by mutual agreement memorialized iowriting. CITY OF PORT ANGELES By: Name: '0wtn1,e-4 ^'1C&CjC-r1 Date: f-1 j—Q CCC8S_Po,c&ugccs_Cnnsukiug Agreement 04/25/14 Page 14 ATTACHMENT A SCOPE OF SERVICES Subject ho "SECTION 4, COMPENSATION" o{the Coubud, OCCSS shall perform, uo authorized by Customer, to the best of its ability, and Customer agrees to cooperate in a timely manner to the best ofits ability, iu the performance o[the ƒbl1ovviug services: l. Assist Customer and/or its legal counsel with negotiations regarding tenancies on towers, property or premises owned or leased byCustomer. 2. Find Onno, partnerships or other business entities interested in co-locating on Cuo1onocc hov/eoy, property o, premises and iuidois negotiations for such tenancies between those firms, partnerships and other business entities and Customer. This is deemed to include negotiation with communication providers for potential vertical structure mczvioca as may bu offered byCustomer. 3. Review ugnrooneo1s Customer may enter into and ouuko n000uzmeudmdona consistent with the nature o[maximizing revenue and management ofcommunication services. 4. BLcviuvv current a@7oezucota for compliance and cuoku recommendations to Customer relating to those agreements including resolution o[tenant disputes. 5. Assist Customer with entering into reasonable contracts for future commercial site 000e, including drafting, negotiation and coordination with Customer's legal counsel. 0. Tower inventory, inspection, management, and analysis services. 7. Valuation services for sale o[leuae(o)` caaeozecU(m) oz sale o[infrastructure equipment and personal property to third parties. 8. Network design, construction, and radio frequency coverage analysis. 9. Review and nuuks recommendations as 1u any other aspects of Coutnnncr`a 000uun^oicntionm fboUidee` |ovvura, property or pzoo/imco as rogooutud by Customer or which may become known toGCC8S. CCC8S_Port Angel es-Co usultiog Agreement 04/25/l4 Page 13 ATTACHMENT C GCCSS W-9 rKrrm 1 -9 Request for Taxpayer Give Form to the requester.Do not iflov.August 2013) Identification Number and Certification sand to the 11R& ==I.01111,=— Name(as shown on your Income tax return) Gunnerson Consutti and communication Site Services,LLC Rulifteft nonviVifisrogeMbid study Won,It CffM*r4 from she" Check appropriate box for federal tax ObtAir"VOn: ExempOons(am inshictions): 0 individusitsoes proprietor 0 c connotation, ©s Corporation ❑ Pie—ship 0 T— Exempt P&M code 01 VO Limed fiablIfty oarripany.Enter Me tax cessiftabon(C=--C corporation,S-S wirporaborL P-Portnership)11" S Exemption from FATCA reporting -do(A Any) Or. P. Address(number.Wheat,and apt.or was no.) Requissun's rwrns and address(Optkinst) 231 River Run Road C' '"a"'an'so"n" City,stale,and ZIP code Sequirn,WA 98382 Ust account moritiono)here(optionao Identification Number(TIN) Eater your 11N in the appropriate box,The TIN provided must match the name given on the"Name One 180clialsOcuritYnumber to avoid backup withholdlng�For Individuals,this is your social security number JSSN).H rasklent Wien,sole proprietor,or disregarded entity,see the Part I instructions on page 3=.'Ir -M - entities,it is your employer identification number(EIN).If you do not have a number,see How to got a T7N on page 3. Nom.It the account is in more than one name,we the chart on page 4 for guidefines on whose I Employer identification number number toenter. [M Codification Under penalties of perjury,I codify that: 1.The number shown on this form is my correct taxpayer identification number(or I am waiting for a number to be issued to me),and 2.1 am not subject to backup withholding because:(a)I am exempt from backup withholding,or(b)I have riot been notified by the Internal Revenue Service{IRS)that I am subject to backup withholding as a result of a(allure to report all Interest or divichancls,or(c)the IRS has notified me that I am no longer subject to backup withholding,and 3.1 am a U.S.citizen or other U.S.person(defined below),and 4.The FATCA cocks(s)entered on this form Of any)Indicating that I am exempt from FATCA reporting Is correct. Codification Instructions.You must cross out Item 2 above If you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all Interest and dividends on your tax dolum.For real estate transactions,item 2 does not apply.For mortgage Interest paid,acquisition or abandonment of secured property,cancellation of debt,contributions to an Individual retirement arrangement(IRA),and gentrodly,payments other than Interest and dividends,you are not required to sign the cortification,but you must provide your correct TIN.See the Instructions on page 3. — Sign Stimulants of —�—o He U.S. 2' 132 L-<� 09" 'Y General instructions 7 withholding tax on foreign partneirs'sharo of effectively connected income,and 4,Codify that FATCA codo(s)entered on title form(it any)indicating that you are Swoon references am to the Internal Revenue Code unless otholvAso rioted. exempt from the FATCA report ing.is correct. Futuhs,developments.The IRS has created a page on IRSgov for Wormation Note.If you are a U.S.person and a requester aim you a form other than Form about Form W-9.at www ks.govM9.information about any future developments W-9 to request your-nN.you must uw the requentless form if It is substantially affecfing Form W-9(such as logisiWon onacied after we release it)wM be posted sImMur to this Form W-9. on that pap. Definition at a U.S.person.For federal tax purposes,you era considered a U.S. Purpose of Form person 0 you am. A person who is required to foe an Wormation return won the IRS must obtain your •An Individual who Is a U.S.offiren or U.S.resident affied. correct taxpayer Identification number(TIN)to report,for example,Income paid to •A partnership,corporation,company,or associateri created or organized in the you,payments made to you in settionneru of payment card and third party network United States or under the lam of the United States, transactions,real ontate,transactions,mortgage Interest you paid,acquisolon or -An aeftedo(other than a foreign asbile),or atiandoriment of secured property.cancellation of debt,or contributions you made to an IRA. -A domestic trust(as defiriesd in Regulations section 301,7701-7). Use Form W-9 only if you are a US.person(induding a resident alon).to Special rules for partnerships,Partnerships that conduct a trade or business in priwido yaw correct TIN to the person requesting it(the requester)and,when the United States are generally required to pay a withholding tax under section applicable,to: 1446 on any foreign partners'share of offecovely connected tenable Income from I Ce"that the TIN you are gMng is correct(or you we wafting for a number such business.Further,in certain cam wheno a Form W-9 Me not bow received, it*rufas under section 1446 roqwro a partnership to posters,that a partner is a 10 be issued), foreign person,and pay the section 1446 withholding tax Therefore,H you am a 2.Cedffy that you we not sublecA to backup withholdUtg,or U.S.person that Is a partner In a partnership conducting a trado or business In the 3.Clam exemption from backup withholding if you we a U.S.exempt payee.If United States,provkle Form W-9 to the porUninhip to isesbosh your U.S.status app4,,bb,you am also caddying that as a U.S.person,your alocablo share of and avoid section 1446 withholding on yow Owe of partnerstilp Income. any partnership h*k;oma from a U.S.trade or business is not toinfect to the Cat.No.10231X Form W-9(40V.8-2013) GCCSS-Port Angeles-Consulting Agreement 04/25/14 Page 15