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Home My WebLink About19-207 - GovJoy - Resilient Leadership Development Courses�� x ^�� "�m�� xuxxwxua Contract Number: PROFESSIONAL SERVICES AGREEMENT 19-207 Council Approval N/A THIS AGREEMENT is entered into between the City of Tukwila, Washington, hereinafter referred to as "the City", and GoWoy, hereinafter referred to as "the Consultant", in consideration of the mutual benefits, terms, and conditions hereinafter specified. 1. ProjestDemhqnation. The Consultant ioretained bythe City tuperform facilitation services |n connection with the project 1it|edReei|ientLeadernhip. 2. Scope of Services. The Consultant agrees to perform the aerv|nae, identified on Exhibit ^A^ attached hereto, including the provision of all labor, rnaterio|o, equipment and supplies. 3. Duration ofAqmeemment; Time for Performance. This Agreement shall be in full forme and effect for o period commencing upon execution and ending June 30' 2020 unless sooner terminated under the provisions hereinafter specified. Work under this Agreement shall commence upon written notice bythe City tmthe Consultant bzproceed. The Consultant shall perform all services and provide all work product required pursuant iothis Agreement no later than June 30, 2020 unless an extension of such time is granted in writing by the City. 4. Pavnmemt. The Consultant shall be paid by the City for completed work and for services rendered under this Agreement osfollows: A. Payment for the work provided by the Consultant shall be made as provided in section 4.13, provided that the total amount of payment to the Consultant shall not exceed $39,000 without express written modification of the Agreement signed by the City. B. The Consultant may submit invoices to the City once per month during the progress of the work for partial payment for that portion ofthe project nomnp|abad to date. C. The Consultant's records and accounts pertaining to this Agreement are to be kept available for inspection by representatives of the City and the state of Washington for a period of three (3) years after final payments. Copies shall be made available upon request. 5. Ownership and Use of Documents. All documents, drovvingo, specifications and other materials produced by the Consultant in nonne'ion with the services rendered under this Agreement shall be the property of the City whether the project for which they are rnoda is executed or not. The Consultant shall be permitted to retain copies, including reproducible copiee, of drawings and specifications for information, reference and use in connection with the Consultant's endeavors. The Consultant shall not baresponsible for any use cfthe said documents, dnavvingo, specifications or other materials by the City on any project other than the project speoiDedinthis8gnaonnenL G. Compliance with Laws. The Consultant ehm||, in performing the services contemplated by this Agreement, faithfully observe and comply with all federal, state, and local laws, ordinances and regulations, applicable to the services rendered under this Agreement. 7. Indemnification. The Consultant oho|| defend, indemnify and hold the City, its offinena, officio|o, employees and volunteers harmless from any and all c|oimne. injuries, damages, losses or suits including attorney hemo, arising out of or nmou|Ung from the ootm' errors or omissions ofthe Consultant inperformance ofthis Agreement, except for injuries andderno0ma caused bythe sole negligence ofthe City. «� 7 � /� � (��0A��. -- _ ^� ^ Should a court ofcompetent jurisdiction determine that this Agreement is subject tuRCW 4.24.115' then. in the event ofliability for damages arising out ofbodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the Qhv, its ofUnare, offiuim|e, employees, and volunteers, the Consultant's liability hereunder shall beonly tothe extent ofthe Consultant's negligence. |tiefurther specifically and expressly understood that the indemnification provided herein constitutes the Consultant's waiver of immunity under Industrial Insurance, Title 51 FlCVV' 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 ortermination ofthis Agreement. O. Insurance. The Consultant oho|| procure and maintain for the duration of the Agneemoent, insurance against claims for injuries to persons or damage to propertyvvhioh may arise from or in connection with the performance of the work hereunder by the C}onau|tant, its agents, representatives, or employees. Consultant's maintenance of insurance as required by the agreement shall not be construed to limit the liability of the Consultant to the coverage provided by such insurance, or otherwise limit the Ciiy'e recourse Uzany remedy available at law or|n equity. A. Minimum Amounts and Scope of Insurance. Consultant shall obtain insurance of the types and with the limits described below: 1. Automobile Liabilitv insurance with a minimum combined single limit for bodily injury and property damage of $1'000.000 per accident. Automobile Liability insurance shall cover all ownad, non-ovvned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (|8{]) form CA UO 01 or substitute form providing equivalent liability coverage. |fnecessary, the policy shall baendorsed to provide contractual liability coverage. 2. Commercial General Liabilitv insurance with limits no less than $1,000,000 each occurrence, $2.UOO'000general aggregate. Commercial General Liability insurance shall beatleast as broad as |SC) occurrence form CG 0001 and shall cover liability arising from premises,operotions.otop-gapindependentoon1,an1nre and personal injury and advertising injury. The City shall benamed aaan additional insured under the Consultant's Commercial General Liability insurance policy with respectLothe work performed for the City using onadditional insured endorsement atleast aebroad asISO CG 2028. 3. Workers' Compensation coverage onrequired bythe Industrial Insurance laws of the State ofWashington. 4. Professional Liabilitv with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit. Professional Liability insurance shall beappropriate Lothe Consultant's profession. B. Other Inwummmom Pnmvimimm' The Consultant's Automobile Liability and Commercial General Liability insurance policies are to contain, or be endorsed to contain that they shall beprimary insurance with respect tothe City. Any Insurance, oe|f-insunmnca,orinsurance pool coverage maintained by the City eho|| be euc*ea of the Consultant's insurance and shall not becontributed orcombined with it. C. Acceptability of Insurers. Insurance is to be placed with insurers with a ourneniA.K8. Best rating ofnot less than A:V||. O. Verification mfCoverage. 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 Contractor before commencement ofthe work. Upon request bythe City, the Consultant shall furnish GovJoy Contract for Services Page certified copies of all required insurance policies, including endorsements, required in this Agreement and evidence ofall subcontractors' coverage. E. 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. F. Failure to 0Umimtmim Umsunmncm' Failure on the part of the Consultant to maintain the insurance on required shall constitute m material breach of contract, upon which the City may, after giving five business days' notice to the Consultant to correct the breach, immediately terminate the contract or, at its discretion, procure or renew such insurance and pay any and all premiums inconnection therewith, with any sums eoexpended toba repaid tothe City demand, orntthe sole discretion ofthe City, offset against funds due the Consultant from the City. 9. Independent Contractor. The Consultant and the City agree that the Consultant is an independent contractor with respect to the services provided pursuant to this AonaernenL Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither the Consultant nor any employee of the Consultant shall be entitled to any benefits accorded City employees by virtue of the services provided under this Agreement. The City shall not beresponsible for withholding orotherwise deducting federal income tax or social security or for contributing to the state industrial insurance pnognarn, otherwise assuming the duties of an employer with respect to the Consultant, mrany employee ofthe Consultant. 10. Covenant Aclaimm1ContinWent Fmam' The Consultant warrants that hehas not employed nr retained any company or pereon, other than o bonofide employee working solely for the Consu|1unt, tosolicit orsecure this contnan1, and that he has not paid or agreed to pay any company or person, other than a bonaUde employee working solely for the Conou|tent, any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or resulting from the award or making of this contract. For breach or violation of this vvorront, the City shall have the right to annul this contract without liability, or in its discretion to deduct from the contract price or coneideration, or otherwise n*uover, the full amount of such fee. commission, percentage, brokerage fee, gift, orcontingent fee. 11. Discrimination Prohibited. Contractor, with regard to the work performed by it under this /\onanrnenL will not discriminate on the grounds of race, re|iginn, creed, co|or, national origin, age, veteran status, eex, sexual orientation, gender identity, marital status, political affiliation, the presence of any dioabi|ity, or any other protected class status under state or federal |evv. in the selection and retention of employees or procurement of materials or supplies. 12. Assiqmmmen1' The Consultant shall not sublet or assign any of the services covered by this Agreement without the express written consent ofthe City. 13. Non -Waiver. Waiver by the City of any provision of this Agreement or any time limitation provided for inthis Agreement shall not constitute o waiver mfany other provision. 14. Termination. The City reserves the right toterminate this Agreement otany time bygiving ten /1O\days written notice tothe Consultant. 15. Applicable Law; Venue; A%ornev`s Fees. This Agreement shall besubject to, and the Consultant eho|| at all 1irneo comply vvi1h, all applicable federe|, state and local |ovvo' regu|aUono, and ru|eo, including the provisions of the City of Tukwila Municipal Code and ordinances of the City of Tukwila. In the event any suit arbitrodon, or other proceeding is instituted to enforce any term of this Agreement, the parties specifically understand and agree that venue shall beproperly laid inKing County, Washington. The prevailing party inany such action shall be entitled to its attmrney'e h*ee and costs ofsuit. Venue for any action arising from or related tothis Aonearnant shall be exclusively in King County Superior Court. GovJoy Contract for Services Page 16. SevemmbiUltv and Survival. Ifany term, condition orprovision ofthis Agreement hsdeclared void or unenforceable or limited in its application or effect, such event shall not affect any other provisions hereof and all other provisions shall remain fully enforceable. The provisions ofthis Agreement, which by their sense and omntmo1 are reasonably intended to survive the completion, expiration or cancellation of this Agreement, shall survive termination of this Agreement. 17. Notices. Notices tothe City ofTukwila shall besent tothe following address: City Clerk City of Tukwila U2DOSouthcen1erBoulevard Tukwila, WA 98188 Notices toConsultant shall Uesent tothe following address: Lariaa Benson obGovJoy 5801 Hawks Prairie Road NE Olympia VVA98516 18. EmtireAmqreenmmmt; Modification. This Agreement, togethervvith attachments or addenda, represents the entire and integrated Agreement between the City and the Consultant and supersedes all prior neAotiaUono, representations, or agreements written or oral. No amendment or modification of this Agreement ehm|| be of any force or effect unless it is in writing and signed bythe parties. DATED this 2nd day VfDecember, 2019. CITY OFTUKVV|LA CONSULTANT . Attest/Authenticated---- City Clerk, ChristvO'Flahedv GovJoy Contract for Services Larisa Benson, Consultant Approved a0oFornl: ice ofthe City Attorney - Exhibit AScope ofServices * Customize our Resilient Leadership developmentcourses and facilitate six sessions of approximately 3-1/2homrs for upto 40 participants from across the various city departments. This includes the development and delivery of a visual Culture Assessment tool tailored to the City ofTukvv|a'o unwritten culture code. ° Assist designated "project core1eann''vv|th participant selection, communicating project purpose and invitations to participate, setting up course logistics, and coaching as needed in between sessions kocomplete assignments. The city will designate one person to serve as the primary course logistics point Vfcontact, who will be responsible for reserving nommno' providing equipment and office supplies in working order (including copies of course materials uoneeded)'and ordering refreshments (if deoired\. ° Assist the Admin Team with developing a well-defined team charter. This may include advising theAdnnin 1eern ontighter integration ofleadership development with the equity initiative and/or using the charter and applying the related tools and techniques taught during the courses 0oshift the outcomes ofthe city-wide budgeting process. GovJoyConbuct for Services Page