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HomeMy WebLinkAbout24-040 - Jurassic Parliament - City Council TrainingCity of Tukwila 6200 Southcenter Boulevard, Tukwila WA 98188 Contract Number: 24-040 Council Approval N/A CONSULTANT AGREEMENT FOR PERFORMANCE MANAGEMENT SERVICES THIS AGREEMENT is entered into between the City of Tukwila, Washington, hereinafter referred to as "the City", and Jurassic Parliament, hereinafter referred to as the Consultant", in consideration of the mutual benefits, terms, and conditions hereinafter specified. 1. Project Designation. The Consultant is retained by the City to perform a performance management training and exercise. 2. Scope of Services. The Consultant agrees to perform the services, identified on Exhibit "A" attached hereto, including the provision of all labor, materials, equipment and supplies. 3. Duration of Agreement; Time for Performance. This Agreement shall be in full force and effect for a period commencing upon execution and ending January 31, 2019, unless sooner terminated under the provisions hereinafter specified. Work under this Agreement shall commence upon written notice by the City to the Consultant to proceed. The Consultant shall perform all services and provide all work product required pursuant to this Agreement no later than April 30, 2024 unless an extension of such time is granted in writing by the City. 4. Payment. The Consultant shall be paid by the City for completed work and for services rendered under this Agreement as follows: A. Payment for the work provided by the Consultant shall be made as provided on Exhibit "A" attached hereto, provided that the total amount of payment to the Consultant shall not exceed $1,700 without express written modification of the Agreement signed by the City. B. The Consultant may submit vouchers to the City once per month during the progress of the work for partial payment for that portion of the project completed to date. Such vouchers will be checked by the City and, upon approval thereof, payment shall be made to the Consultant in the amount approved. C. Final payment of any balance due the Consultant of the total contract price earned will be made promptly upon its ascertainment and verification by the City after the completion of the work under this Agreement and its acceptance by the City. D. Payment as provided in this section shall be full compensation for work performed, services rendered, and for all materials, supplies, equipment and incidentals necessary to complete the work. E. 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. The Athena Group Consultant Agreement Page 1 5. Compliance with Laws. The Consultant shall, 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. 6. Indemnification. 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 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. 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 Consultant and the City, its officers, officials, employees, and volunteers, the Consultant's liability hereunder shall be only to the extent of the Consultant's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Consultant's waiver of immunity under Industrial 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. 7 Insurance. 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. 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 City's recourse to any remedy available at law or in equity. A. Minimum Amounts and Scope of Insurance. Consultant shall obtain insurance of the types and with the limits described below: 1. Automobile Liability 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 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. If necessary, the policy shall be endorsed to provide contractual liability coverage. 2. Commercial General Liability insurance with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors and personal injury and advertising injury. The City shall be named as an insured under the Consultant's Commercial General Liability insurance policy with respect to the work performed for the City. 3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. B. Other Insurance Provision. The Consultant's Automobile Liability and Commercial General Liability insurance policies are to contain, or be endorsed to contain that they shall be primary insurance with respect to the City. Any Insurance, self-insurance, or insurance Jurassic Parliament 2024 Page 2 pool coverage maintained by the City shall be excess of the Consultant's insurance and shall not be contributed or combined with it. C. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A: VII. D. Verification of Coverage. 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. Certificates of coverage and endorsements as required by this section shall be delivered to the City within fifteen (15) days of execution of this Agreement. 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 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 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 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. 8. Independent Contractor. The Consultant and the City agree that the Consultant is an independent contractor with respect to the services provided pursuant to this Agreement. 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 be responsible for withholding or otherwise deducting federal income tax or social security or for contributing to the state industrial insurance program, otherwise assuming the duties of an employer with respect to the Consultant, or any employee of the Consultant. Jurassic Parliament 2024 Page 3 9. Covenant Against Contingent Fees. The Consultant warrants that he has not employed or retained any company or person, other than a bonafide employee working solely for the Consultant, to solicit or secure this contract, and that he has not paid or agreed to pay any company or person, other than a bonafide employee working solely for the Consultant, 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 warrant, the City shall have the right to annul this contract without liability, or in its discretion to deduct from the contract price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 10. Discrimination Prohibited. The Consultant, with regard to the work performed by it under this Agreement, will not discriminate on the grounds of race, religion, creed, color, national origin, age, veteran status, sex, sexual orientation, gender identity, marital status, political affiliation or the presence of any disability in the selection and retention of employees or procurement of materials or supplies. 11. Assignment. The Consultant shall not sublet or assign any of the services covered by this Agreement without the express written consent of the City. 12. Non -Waiver. Waiver by the City of any provision of this Agreement or any time limitation provided for in this Agreement shall not constitute a waiver of any other provision. 13. Termination. A. The City reserves the right to terminate this Agreement at any time by giving ten (10) days written notice to the Consultant. 14. Applicable Law; Venue; Attorney's Fees. This Agreement shall be subject to, and the Consultant shall at all times comply with, all applicable federal, state and local laws, regulations, and rules, including the provisions of the City of Tukwila Municipal Code and ordinances of the City of Tukwila. In the event any suit, arbitration, or other proceeding is instituted to enforce any term of this Agreement, the parties specifically understand and agree that venue shall be properly laid in King County, Washington. The prevailing party in any such action shall be entitled to its attorney's fees and costs of suit. Venue for any action arising from or related to this Agreement shall be exclusively in King County Superior Court. 15. Severability and Survival. If any term, condition or provision of this Agreement is declared 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 of this Agreement, which by their sense and context are reasonably intended to survive the completion, expiration or cancellation of this Agreement, shall survive termination of this Agreement. Jurassic Parliament 2024 Page 4 16. Notices. Notices to the City of Tukwila shall be sent to the following address: City Clerk City of Tukwila 6200 Southcenter Boulevard Tukwila, WA 98188 Notices to Consultant shall be sent to the following address: Ann G. MacFarlane Jurassic Parliament P.O. Box 77553 Seattle, WA 98177 17. Entire Agreement; Modification. This Agreement, together with attachments or addenda, represents the entire and integrated Agreement between the City and the Consultant and supersedes all prior negotiations, representations, or agreements written or oral. No amendment or modification of this Agreement shall be of any force or effect unless it is in writing and signed by the parties. DATED this _28th_ day of March , 2024. CITY OF TUKWILA JURASSIC PARLIAMENT DocuSigned by: DocuSigned by: M,avfi1 a1itn,c, B u d lll4G°Interim City Administrator Ann du."vac a Fane, Principal Jurassic Parliament 2024 Page 5 EXHIBIT A Jurassic Parliament P.O. Box 77553 Seattle WA 98177 Tel: 206-542-8422 www.jurassicparliament.com February 24, 2024 Laurel Humphrey City of Tukwila 6200 Southcenter Blvd. Tukwila WA 98188 Via email to laurel.humphrey@tukwilawa.gov Dear Laurel: This letter confirms our offer to provide online training to the City of Tukwila, Washington (CITY). PROPOSAL Jurassic Parliament offers to provide a 75 -minute online training workshop to elected officials and staff of the City of Tukwila on Monday, April 1, 2024, from 5:30 to 6:45 pm. The workshop will be entitled "Great City Council Meetings." A description is attached. The public may observe the workshop. FORMAT i The City will host the workshop on the Zoom platform. The workshop will take the form of a scenario modeling the meeting of a city council. The workshop is based upon adult learning principles. Participants have found the approach to be informative, engaging and entertaining. PRESENTER The presenter for this workshop will be Ann G. Macfarlane, a Professional Registered Parliamentarian with wide experience in training both in-person and online. Her primary professional focus is training local governments. Ann's resume is attached. MATERIALS Three business days before the workshop, Jurassic Parliament will provide the City with a PDF file giving the slides for the workshop. Note that this handout is not necessary to take the workshop, but some participants prefer to be able to take notes during the session. After the workshop, Jurassic Parliament will provide additional extensive reference materials. 2 INVITATION TO MAILING LIST SIGNUP Jurassic Parliament will be provided the opportunity during the training to invite attendees to sign up for the Jurassic Parliament mailing list, and to inform them about relevant training materials available free or for purchase. ADVANCE PREPARATION The City will be available for inquiries in order for Jurassic Parliament to customize the material for the attendees. The City will provide Jurassic Parliament with all relevant background materials, and with a list of participants 3 business days before the session. TERMS The fee for this workshop, covering up to 20 people, thousand seven hundred dollars). 1 be $1700 (one We will invoice you after completion of the workshop. Invoices are due and payable in 3o days. Checks should be made out to Macfarlane Estep Inc. DBA Jurassic Parliament. Payment may also be made by ACH transfer or credit card. In addition, Jurassic Parliament offers to provide copies of our book, Mastering Council Meetings: A handbook for elected officials and local government, at a discounted cost of $io plus shipping and handling. (The retail price of this book is 524.95.) The City agrees to pay a cancellation fee of $500 if this workshop is canceled or rescheduled by the City with less than 3 business days' notice. INTELLECTUAL PROPERTY The intellectual property, training material and documents prepared by Jurassic Parliament for this training session are and remain the property of Jurassic Parliament. However, the PDF handout prepared for the session will be licensed to the City for training of its board and staff for one year. In addition, the educational articles provided in PDF format may be freely shared provided that the content is left unchanged. DISCLAIMER Ann G. Macfarlane, the presenter for this workshop, is a Professional Registered Parliamentarian with extensive experience in parliamentary procedure as used in local governments. Jurassic Parliament will use its best efforts to provide accurate and relevant information within the area of its professional expertise. Jurassic Parliament provides these services as an independent contractor and not as an employee of the City or any company affiliated with the City. Nothing in the presentation provided will constitute legal or business advice. Participants with legal or business questions will be advised to seek qualified counsel. If there are any questions about these terms, please contact me so we can resolve them. If these terms are satisfactory, a signature will constitute acceptance. Thank you for the opportunity to provide this proposal. I look forward to working with the City of Tukwila again! Sincerely yours, --" ,d t Ann G. Macfarlane Professional Registered Parliamentarian EIN 91-1858072 UBI 601-816-428 Attachments: Macfarlane resume, fee schedule Signature: Name (please print) Title 4 GREAT CITY COUNCIL MEETINGS ONLINE WORKSHOP City councils face special challenges during their meetings in these turbulent times. This workshop distills the best of Robert's Rules of Order to provide guidelines, tips and tools to run effective council meetings. The workshop is interactive and lively. After taking this session, participants will be able to: • Apply the principles of the authority of the mayor, city council members, and staff correctly • State the fundamental principle of majority rule, meaning respect for the will of the body, not the individual • Follow best practices for efficient and fair discussion • Respond to disorder or difficult people • Run effective public comment sessions • Make better decisions for your community 75 minutes PRESENTER Ann G. Macfarlane has trained thousands of elected officials in Robert's Rules of Order since 2005 under the banner of "Jurassic Parliament." Her lively and entertaining workshops use dinosaurs as props to demonstrate how motions work. They are filled with real-life examples that bring the lessons home. Ann is a former diplomat and Russian translator. She is a Professional Registered Parliamentarian. With Andrew Estep, Ann is the author of Mastering Council Meetings: A Guidebook for Elected Officials and Local Governments.