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HomeMy WebLinkAbout23-137 - Open Gate Consulting - Management Coaching and Leadership DevelopmentAmendment #4 Between the City of Tukwila and Open Gate Consulting That portion of Contract No. 23-137 between the City of Tukwila and Open Gate Consulting is hereby amended as follows: Section 2: The total amount to be paid is hereby increased to $59,999. Exhibit A (Scope of Work): Exhibit A is amended to include the Letter of Engagement dated February 1, 2025. Exhibit B (Compensation): Exhibit B's first section is amended to read as follows: "For the scope of work established by the Letter of Engagement dated May 1, 2023, the contractor shall invoice the Parks & Recreation Department for four (4) equal payments of $1,375 for a total of $5,500. For the scope of work established by the Letter of Engagement dated August 21, 2023, the contractor shall invoice the Parks & Recreation Department monthly, detailing hours worked and amount invoiced for services provided for the given service month. For the scope of work established by the Letter of Engagement dated April 4, 2024, the contractor shall invoice the Parks & Recreation Department monthly, detailing hours worked and amount invoiced for services provided for the given service month. For the scope of work established by the Letter of Engagement dated February 1, 2025, the contractor shall invoice the Parks & Recreation and/or Public Works Departments monthly, detailing hours worked and amount invoiced for services provided for the given service month. Payment per hour shall be $225/Hour as identified in Section B of Exhibit A" All other provisions of the contract shall remain in full force and effect. Dated this 21St day of March, 2025. CA Reviewed May 2020 Page 1 of 2 City of Tukwila 6200 Southcenter Boulevard, Tukwila WA 98188 CITY OF TUKWILA Signed by: E nitial t,bw�aS Dtil,(,�c,bd, Thomas McLeod, Mayor ATTEST/AUTHENTICATED: Signed by: Andy ou et bity Clerk APPROVED AS TO FORM: FSigned by: � d-. a" Office of the City Attorney CONTRACTOR: DocuSigned by: By: Printed Name :Nancy Maki Title: President CA Reviewed May 2020 Page 2 of 2 E's16 i1N1 �� IBJ February 1, 2025 ATTN: Kris Kelly, Director of Parks and Recreation David Rosen, Analyst City of Tukwila 6300 Southcenter Blvd, Suite 202 Tukwila, WA 98188 RE: Scope of Work/Letter of Engagement FOR Leader Development (Parks and Recreation, Golf and Maintenance) City of Tukwila and Open Gate Consulting Inc. Dear Kris and David, Thank you for your efforts to complete this process. It has been a pleasure working with you and your team. I'm looking forward to continuing our work together. Below is an updated Letter of Engagement/Scope of Work to capture the details of our work. The City of Tukwila — Parks and Recreation ("the Company") would like to retain Open Gate Consulting, Inc. ("the Consultant") for coaching, small group leader development, and executive consultation services. A. Scope of Services. Open Gate Consulting, Inc. will provide management coaching, small group leader development, and executive consultation services. We are continuing to provide consultation, management coaching, and small group leader development. This plan provides the outer scope for budget planning and leaves flexibility to adapt and change course as needed. While no one can guarantee outcomes in any given matter, I will personally strive to assure excellence with outcomes defined as clearly as possible. I will maintain primary responsibility for handling projects as assigned and pre -approved by you and will utilize other assets in the best exercise of my professional judgment. If, at any time, you have questions or concerns, please contact me. I highly value collaboration, constructive communication, and feedback. B. Fees. Open Gate Consulting, Inc will manage this project and invoice as work is performed. For this project, we have agreed to the general scope and plan which translates to $21,100 value. This includes professional, admin, and travel time. Services that may be included in the scope of work include consulting, speaking, development, research, calls, meetings, onsite visits, and travel time. Other reasonable related business expenses may be invoiced including, but not limited to, copies, travel expenses, assessments. As a valued and trusted client, we will maintain these services under our Flexible Payment Plan — Peak Plan option. (Information sheet provided as attachment.) This will provide the most favorable hourly rate for professional time - $225 per hour. The consultant will track work performed and invoice at the end of each month. Anticipated length 12— 24 months. Initial Initials E's16 i1N11 �� IBJ C. Client Cooperation. The Company understands and agrees that, to work with the Consultant effectively, it is necessary for Company representatives to assist and cooperate as needed. The Company agrees that its representatives will (1) be available to discuss issues as they arise; (2) be available to attend and participate in meetings and other activities in connection with consulting work; and (3) provide complete and accurate information and documents to Open Gate Consulting on a timely basis in connection with project issues as they arise. D. Confidentiality and Non -Disclosure. During the term of this Engagement, the Company may share with the Consultant proprietary information regarding inventions, products, prices, costs, discounts, future plans, business affairs, process information, trade secrets, technical information, customer lists, copyrights, and other proprietary information. The Consultant agrees that the Consultant will not, at any time or in any manner, use any information for Consultant's own benefit. Or divulge, disclose, or communicate in any manner any information to any third party without prior written consent of the Company. Consultant will protect the information and treat it as strictly confidential and protect confidential client information as it would protect its own. At the same time, the Consultant may share with the Company proprietary information, including, but not limited to, intellectual property, products, services, prices, costs, discounts, process information, trade secrets, and copyrights. The Company agrees not to disclose proprietary and confidential information about the Consultant to any third party without express written consultation of the Consultant and agrees to safeguard the confidential business information as it would protect its own confidential business information. Conflict of Interest. It is possible that the Consultant may now, or in the future, work with companies in a similar capacity that may be considered competitors of the Company or its associates. As a condition of this Engagement with Open Gate Consulting, the Company agrees that Open Gate Consulting may work with other Companies or affiliates in which there may be a conflict provided the terms of the Confidentiality and Non - Disclosure agreement above are maintained. F. Termination. You may terminate the services provided under this Engagement with 30 days' written notice. Open Gate Consulting also reserves the right to withdraw at any time. In the event of termination by either of us, fees and costs for work performed prior to termination will still be payable as provided for in this letter. Should the employee not be able to complete the project, we will offer credit for coaching services not yet provided which can be used to support another team member. G. Independent Contractor. Consultant will furnish services as an independent contractor and not as an employee of the Company or any of its affiliates. Nothing in this Engagement shall be construed to create an employment or agency relationship, partnership, or joint venture between Consultant and the Company. Consultant has no power or authority to act for, represent, or bind the Company or its affiliates in any manner. Consultant shall be responsible for payment of any taxes associated with any consulting fees paid to Open Gate Consulting, Inc. H. Intellectual Property and Ownership Rights. Open Gate Consulting, Inc retains all ownership rights to products and services covered by this Engagement that are created and delivered by the Consultant. This includes all drafts, documents, drives, and materials related including copyrights, trademarks, or patents for all products or services performed under this Engagement. Initial NEXT PAGE Initials E's16 i1N11 �� IBJ If you have any questions regarding the scope of services or any matter, please contact me. Thank you for your time, consideration, and trust. Warm regards, Nwtc* A&& Nancy Maki, LMHC, SPHR Founder Open Gate Consulting, Inc. 206-512-71091 nmaki@opengateresources.com UBI: 603 529 917 END Initial �.�. 3 Initials Amendment #3 Between the City of Tukwila and Open Gate Consulting That portion of Contract No. 23-137 between the City of Tukwila and Open Gate Consulting is hereby amended as follows: Section 4: The termination date of this agreement is hereby extended to December 31St, 2026. All other provisions of the contract shall remain in full force and effect. Dated this 13' day of December, 2024. CITY OF TUKWILA —�-,Snignedby: '' C�•I �S Kris Kelly, Interim Parks & Recreation Director ATTEST/AUTHENTICATED: Signed by: FEB•f3#4 FFA Andy Youn, CMC, City Clerk APPROVED AS TO FORM: Signed by: d'. Ste. SE*k99C—R4 16SE452... Office of the City Attorney CONTRACTOR: DocuSigned by: mom: By: Printed Name:"ancy Maki Title: President CA Reviewed May 2020 Page 1 of 1 �l City Of Tukwila Agreement Number: 23-137(b) 1116200 Southcenter Boulevard, Tukwila WA 98188 Council Approval N/A c 4�� CONTRACT FOR SERVICES Amendment #2 Between the City of Tukwila and Open Gate Consulting That portion of Contract No. 23-137 between the City of Tukwila and Open Gate Consulting is hereby amended as follows: Section 2: The total amount to be paid is increased by $16,400 to $39,900. Exhibit A (Scope of Work): Exhibit A is amended to now include the Letter of Engagement dated April 4, 2024. Exhibit B (Compensation): Exhibit B's first section is amended to read as follows: "For the scope of work established by the Letter of Engagement dated May 1, 2023, the contractor shall invoice the Parks & Recreation Department for four (4) equal payments of $1,375 for a total of $5,500. For the scope of work established by the Letter of Engagement dated August 21, 2023, the contractor shall invoice the Parks & Recreation Department monthly, detailing hours worked and amount invoiced for services provided for the given service month. For the scope of work established by the Letter of Engagement dated April 4, 2024, the contractor shall invoice the Parks & Recreation Department monthly, detailing hours worked and amount invoiced for services provided for the given service month." All other provisions of the contract shall remain in full force and effect. Dated this 301h day of July, 2024. CA Reviewed May 2020 page I of 2 11 �l City Of Tukwila Agreement Number: 23-137(b) �1, ,1 6200 Southcenter Boulevard, Tukwila WA 98188 Council Approval N/A ** City signatures to be obtained by ** Contractor signature to be obtained by City Clerk's Staff ONLY. ** sponsor staff. ** CITY OF TUKWILA Initial Signed by: 8EE24380545B44C... Tom McLeod, Mayor ATTEST/AUTHENTICATED: Signed by: 3D04AB9746FA4E8... _ Andy Youn, City Clerk APPROVED AS TO FORM: Signed by: ((l1 JV�A t . aaXI A 5E499CA4165E452... Office of the City Attorney CONTRACTOR: DocuSigned by: By: EC4395057644A4FB Printed Name -Nancy Maki Title: President CA Reviewed May 2020 page 2 of 2 openaite CONSULTING April 4, 2024 ATTN: Pete Mayer, Director of Parks and Recreation City of Tukwila 6300 Southcenter Blvd, Suite 202 Tukwila, WA 98188 RE: Letter of Engagement — Leader Development (Parks, Golf and Maintenance) City of Tukwila and Open Gate Consulting Inc. Dear Pete, You and your team have been a pleasure to collaborate with on this journey. The commitment among the team is evident. We are near the conclusion of the current scope of work. I'm writing to present an updated letter to align on our work moving forward. The City of Tukwila — Parks and Recreation ("the Company") would like to retain Open Gate Consulting, Inc. ("the Consultant") for coaching, small group leader development, and executive consultation services. A. Scope of Services. Open Gate Consulting, Inc. will provide management coaching, small group leader development, and executive consultation services. The current scope is outlined in the Work Plan (attached) dated February 12, 2024. This plan provides the outer scope for budget planning and leaves flexibility to adapt and change course as needed. While no one can guarantee outcomes in any given matter, I will personally strive to assure excellence with outcomes defined as clearly as possible. I will maintain primary responsibility for handling projects as assigned and pre -approved by you and will utilize other assets in the best exercise of my professional judgment. If, at any time, you have questions or concerns, please contact me. I highly value collaboration, constructive communication, and feedback. B. Fees. Open Gate Consulting, Inc will manage this project and invoice as work is performed. For this project, we have agreed to the general scope and plan which translates to $16,400 value. This includes professional, admin, and travel time. Services that may be included in the scope of work include consulting, speaking, development, research, calls, meetings, onsite visits, and travel time. Other reasonable related business expenses may be invoiced including, but not limited to, copies, travel expenses, assessments. The consultant will track work performed and invoice at the end of each month. Anticipated length 12 —18 months. C. Client Cooperation. The Company understands and agrees that, to work with the Consultant effectively, it is necessary for Company representatives to assist and cooperate as needed. The Company agrees that its representatives will (1) be available to discuss issues as they arise; (2) be available to attend and participate in meetings and other activities in connection with consulting work; and (3) provide complete and accurate information and documents to Open Gate Consulting on a timely basis in connection with project issues as they arise. Initial Initials openaite CONSULTING D. Confidentiality and Non -Disclosure. During the term of this Engagement, the Company may share with the Consultant proprietary information regarding inventions, products, prices, costs, discounts, future plans, business affairs, process information, trade secrets, technical information, customer lists, copyrights, and other proprietary information. The Consultant agrees that the Consultant will not, at any time or in any manner, use any information for Consultant's own benefit. Or divulge, disclose, or communicate in any manner any information to any third party without prior written consent of the Company. Consultant will protect the information and treat it as strictly confidential and protect confidential client information as it would protect its own. At the same time, the Consultant may share with the Company proprietary information, including, but not limited to, intellectual property, products, services, prices, costs, discounts, process information, trade secrets, and copyrights. The Company agrees not to disclose proprietary and confidential information about the Consultant to any third party without express written consultation of the Consultant and agrees to safeguard the confidential business information as it would protect its own confidential business information. E. Conflict of Interest. It is possible that the Consultant may now, or in the future, work with companies in a similar capacity that may be considered competitors of the Company or its associates. As a condition of this Engagement with Open Gate Consulting, the Company agrees that Open Gate Consulting may work with other Companies or affiliates in which there may be a conflict provided the terms of the Confidentiality and Non - Disclosure agreement above are maintained. F. Termination. You may terminate the services provided under this Engagement with 30 days' written notice. Open Gate Consulting also reserves the right to withdraw at any time. In the event of termination by either of us, fees and costs for work performed prior to termination will still be payable as provided for in this letter. Should the employee not be able to complete the project, we will offer credit for coaching services not yet provided which can be used to support another team member. G. Independent Contractor. Consultant will furnish services as an independent contractor and not as an employee of the Company or any of its affiliates. Nothing in this Engagement shall be construed to create an employment or agency relationship, partnership, or joint venture between Consultant and the Company. Consultant has no power or authority to act for, represent, or bind the Company or its affiliates in any manner. Consultant shall be responsible for payment of any taxes associated with any consulting fees paid to Open Gate Consulting, Inc. H. Intellectual Property and Ownership Rights. Open Gate Consulting, Inc retains all ownership rights to products and services covered by this Engagement that are created and delivered by the Consultant. This includes all drafts, documents, drives, and materials related including copyrights, trademarks, or patents for all products or services performed under this Engagement. Please sign at the end of this letter and return to me a copy of this letter and attachment to indicate the terms are acceptable to you. NEXT PAGE Initial Initials openaite CONSULTING If you have any questions regarding the scope of services or any matter, please contact me. I'm pleased to be of service to you and really look forward to our continued collaboration. Thank you for your time, consideration, and trust. Warm regards, 0M =101 Nancy Maki, LMHC, SPHR Founder Open Gate Consulting, Inc. 206-512-7109 1 nmaki@opengateresources.com UBI: 603 529 917 Above terms agreed and accepted. City of Tukwila - Parks and Recreation Signed by: Signed:6S ° -t E6EB73764AE3545C Printed Name/ i itie: vete Mayer, Director Kris Kelly Date: 8/2/2024 1 9:01 AM PDT Parks & Recreation Deputy Director Initial ��, 3 Initials City of Tukwila Agreement Number: 23-137(a) Council Approval N/A 6200 Southcenter Boulevard, Tukwila WA 98188 CONTRACT FOR SERVICES Amendment #1 Between the City of Tukwila and Open Gate Consulting That portion of Contract No. 23-137 between the City of Tukwila and Open Gate Consulting is hereby amended as follows: Section 2: Total amount to be paid is increased by $18,000 to $23,500. Exhibit A (Scope of Work): Exhibit A is amended to now include the Letter of Engagement dated August 21, 2023. Exhibit B (Compensation): Exhibit B's first section is amended to read as follows: "For the scope of work established by the Letter of Engagement dated May 1, 2023, the contractor shall invoice the Parks & Recreation Department for four (4) equal payments of $1,375 for a total of $5,500. For the scope of work established by the Letter of Engagement dated August 21, 2023, the contractor shall invoice the Parks & Recreation Department monthly, detailing hours worked and amount invoiced for services provided for the given service month." All other provisions of the contract shall remain in full force and effect. Dated this 5th day of October, 2023. CA Reviewed May 2020 Page I of 2 City of Tukwila 6200 Southcenter Boulevard, Tukwila WA 98188 CITY OF TUKWILA DacuSigned by: M.., 10/10/202 3 1 'Ki Pete Mayer, Parks & Recreation Director Agreement Number: 23-137(a) CONTRACTOR: DacuSigned by; 12:36 PM PD -13y: rZ`"'�`f "a4i 10/5/2023 1 5:28 Printed Name:"an`y Maki Title: President CA Reviewed May 2020 Page 2 of 2 open gate CONSULTING August 21, 2023 ATTN: Pete Mayer, Director of Parks and Recreation City of Tukwila 6300 Southcenter Blvd, Suite 202 Tukwila, WA 98188 RE: Letter of Engagement — Leader Development (Golf and Maintenance) City of Tukwila and Open Gate Consulting Inc. Dear Pete, Closing the loop on our most recent proposal for the Golf and Maintenance Team dated August 10, 2023. It will be a pleasure to continue partnering with you and your team. This letter will outline the details of our agreement. The City of Tukwila — Parks and Recreation ("the Company") would like to retain Open Gate Consulting, Inc. ("the Consultant") for coaching, small group leader development, and executive consultation services. A. Scope of Services. Open Gate Consulting, Inc. will provide management coaching, small group leader development, and executive consultation services. We agreed to follow the work plan in the proposal dated August 10, 2023, but leave flexibility to adapt and change course as needed. While no one can guarantee outcomes in any given matter, I will personally strive to assure excellence with outcomes defined as clearly as possible. I will maintain primary responsibility for handling projects as assigned and pre -approved by you and will utilize other assets in the best exercise of my professional judgment. If, at any time, you have questions or concerns, please contact me. I highly value collaboration, constructive communication, and feedback. B. Fees. Open Gate Consulting, Inc will manage this project and invoice as work is performed. For this project, we have agreed to the general scope and plan which translates to $18,000 value. This includes professional, admin, and travel time. Services that may be included in the scope of work include consulting, speaking, development, research, calls, meetings, onsite visits, and travel time. Other reasonable related business expenses may be invoiced including, but not limited to, copies, travel expenses, assessments. The consultant will track work performed and invoice at the end of each month. Consultant will provide a quarterly update of hours remaining on this work plan. Anticipated length 12 —18 months. C. Client Cooperation. The Company understands and agrees that, to work with the Consultant effectively, it is necessary for Company representatives to assist and cooperate as needed. The Company agrees that its representatives will (1) be available to discuss issues as they arise; (2) be available to attend and participate in meetings and other activities in connection with consulting work; and (3) provide complete and accurate information and documents to Open Gate Consulting on a timely basis in connection with project issues as they arise. D. Confidentiality and Non -Disclosure. During the term of this Engagement, the Company may share with the Consultant proprietary information regarding inventions, products, prices, costs, discounts, future plans, business affairs, process information, trade secrets, technical information, customer lists, copyrights, and other Initials open gate CONSULTING proprietary information. The Consultant agrees that the Consultant will not, at any time or in any manner, use any information for Consultant's own benefit. Or divulge, disclose, or communicate in any manner any information to any third party without prior written consent of the Company. Consultant will protect the information and treat it as strictly confidential and protect confidential client information as it would protect its own. At the same time, the Consultant may share with the Company proprietary information, including, but not limited to, intellectual property, products, services, prices, costs, discounts, process information, trade secrets, and copyrights. The Company agrees not to disclose proprietary and confidential information about the Consultant to any third party without express written consultation of the Consultant and agrees to safeguard the confidential business information as it would protect its own confidential business information. E. Conflict of Interest. It is possible that the Consultant may now, or in the future, work with companies in a similar capacity that may be considered competitors of the Company or its associates. As a condition of this Engagement with Open Gate Consulting, the Company agrees that Open Gate Consulting may work with other Companies or affiliates in which there may be a conflict provided the terms of the Confidentiality and Non - Disclosure agreement above are maintained. F. Termination. You may terminate the services provided under this Engagement with 30 days' written notice. Open Gate Consulting also reserves the right to withdraw at any time. In the event of termination by either of us, fees and costs for work performed prior to termination will still be payable as provided for in this letter. Should the employee not be able to complete the project, we will offer credit for coaching services not yet provided which can be used to support another team member. G. Independent Contractor. Consultant will furnish services as an independent contractor and not as an employee of the Company or any of its affiliates. Nothing in this Engagement shall be construed to create an employment or agency relationship, partnership, or joint venture between Consultant and the Company. Consultant has no power or authority to act for, represent, or bind the Company or its affiliates in any manner. Consultant shall be responsible for payment of any taxes associated with any consulting fees paid to Open Gate Consulting, Inc. H. Intellectual Property and Ownership Rights. Open Gate Consulting, Inc retains all ownership rights to products and services covered by this Engagement that are created and delivered by the Consultant. This includes all drafts, documents, drives, and materials related including copyrights, trademarks, or patents for all products or services performed under this Engagement. NEXT PAGE Initials 00 open gate CONSULTING Please sign below and return to me a copy of this letter and attachment to indicate the terms are acceptable to you. If you have any questions regarding the scope of services or any matter, please contact me. I'm pleased to be of service to you and really look forward to our continued collaboration. Thank you for your time, consideration, and trust. Warm regards, .Nan ccs Jta& Nancy Maki, LMHC, SPHR Founder Open Gate Consulting, Inc. 206-512-71091 nmaki@opengateresources.com UBI: 603 529 917 Above terms agreed and accepted. City of Tukwila — Parks and Recreation Signed: 3 Initials `11,0'i City of Tukwila " 6200 Southcenter Boulevard, Tukwila WA98188 CONTRACT FOR SERVICES Contract Number: 23-137 Council Approval N/A This Agreement is entered into by and between the City of Tukwila, Washington, a non -charter optional municipal code city hereinafter referred to as "the City," and Open Gate Consulting, hereinafter referred to as "the Contractor," whose principal office is located at 21319 Miller Bay Road Poulsbo, WA 98370. WHEREAS, the City has determined the need to have certain services performed for its citizens but does not have the manpower or expertise to perform such services; and WHEREAS, the City desires to have the Contractor perform such services pursuant to certain terms and conditions; now, therefore, IN CONSIDERATION OF the mutual benefits and conditions hereinafter contained, the parties hereto agree as follows: Scope and Schedule of Services to be Performed by Contractor. The Contractor shall perform those services described on Exhibit A attached hereto and incorporated herein by this reference as if fully set forth. In performing such services, the Contractor shall at all times comply with all Federal, State, and local statutes, rules and ordinances applicable to the performance of such services and the handling of any funds used in connection therewith. The Contractor shall request and obtain prior written approval from the City if the scope or schedule is to be modified in any way. 2. Compensation and Method of Payment. The City shall pay the Contractor for services rendered according to the rate and method set forth on Exhibit B attached hereto and incorporated herein by this reference. The total amount to be paid shall not exceed $5,500 at a rate of N/A. 3. Contractor Budget. The Contractor shall apply the funds received under this Agreement within the maximum limits set forth in this Agreement. The Contractor shall request prior approval from the City whenever the Contractor desires to amend its budget in any way. 4. Duration of Aareement. This Agreement shall be in full force and effect for a period commencing May 1, 2023, and ending December 31. 2024, unless sooner terminated under the provisions hereinafter specified. 5. Independent Contractor. Contractor and City agree that Contractor 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 Contractor nor any employee of Contractor 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 contributing to the State Industrial Insurance Program, or otherwise assuming the duties of an employer with respect to the Contractor, or any employee of the Contractor. 6. Indemnification. The Contractor shall defend, indemnify and hold the Public Entity, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or in connection with the performance of this Agreement, except for injuries and damages caused by the sole negligence of the Public Entity. CA Revised May 2020 Page 1 of 4 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 Contractor and the Public Entity, its officers, officials, employees, and volunteers, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Contractor'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 Contractor 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 Contractor, their agents, representatives, employees or subcontractors. Contractor's maintenance of insurance, its scope of coverage and limits as required herein shall not be construed to limit the liability of the Contractor 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 Scope of Insurance. Contractor 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 $500,000 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. B. Public Entity Full Availability of Contractor Limits. If the Contractor maintains higher insurance limits than the minimums shown above, the Public Entity shall be insured for the full available limits of Commercial General and Excess or Umbrella liability maintained by the Contractor, irrespective of whether such limits maintained by the Contractor are greater than those required by this Contract or whether any certificate of insurance furnished to the Public Entity evidences limits of liability lower than those maintained by the Contractor. C. Other Insurance Provision. The Contractor's Automobile Liability 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 pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. D. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A: VII. E. Verification of Coverage. Contractor 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 of the work. Upon request by the City, the Contractor shall furnish certified copies of all required insurance policies, including endorsements, required in this Agreement and evidence of all subcontractors' coverage. F. Subcontractors. The Contractor shall cause each and every Subcontractor to provide insurance coverage that complies with all applicable requirements of the Contractor -provided insurance as set forth herein, except the Contractor shall have sole responsibility for determining the limits of coverage required to be obtained by Subcontractors. The Contractor shall ensure that the Public Entity is an additional insured on each and every Subcontractor's Commercial General liability insurance policy using an endorsement as least as broad as ISO CG 20 10 10 01 for ongoing operations and CG 20 37 10 01 for completed operations. G. Notice of Cancellation. The Contractor shall provide the City and all Additional Insureds for this work with written notice of any policy cancellation, within two business days of their receipt of such notice. CA Revised May 2020 Page 2 of 4 H. Failure to Maintain Insurance. Failure on the part of the Contractor 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 Contractor 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 Contractor from the City. 8. Record Keepina and Reporting. A. The Contractor shall maintain accounts and records, including personnel, property, financial and programmatic records which sufficiently and properly reflect all direct and indirect costs of any nature expended and services performed in the performance of this Agreement and other such records as may be deemed necessary by the City to ensure the performance of this Agreement. B. These records shall be maintained for a period of seven (7) years after termination hereof unless permission to destroy them is granted by the office of the archivist in accordance with RCW Chapter 40.14 and by the City. 9. Audits and Inspections. The records and documents with respect to all matters covered by this Agreement shall be subject at all times to inspection, review or audit by law during the performance of this Agreement. 10. Termination. This Agreement may at any time be terminated by the City giving to the Contractor thirty (30) days written notice of the City's intention to terminate the same. Failure to provide products on schedule may result in contract termination. If the Contractor's insurance coverage is canceled for any reason, the City shall have the right to terminate this Agreement immediately. 11. 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, the presence of any disability, or any other protected class status under state or federal law, in the selection and retention of employees or procurement of materials or supplies. 12. Assignment and Subcontract. The Contractor shall not assign or subcontract any portion of the services contemplated by this Agreement without the written consent of the City. 13. Entire Agreement: Modification. This Agreement, together with attachments or addenda, represents the entire and integrated Agreement between the City and the Contractor 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. 14. 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. 15. Notices. Notices to the City of Tukwila shall be sent to the following address: City Clerk, City of Tukwila 6200 Southcenter Blvd. Tukwila, Washington 98188 Notices to the Contractor shall be sent to the address provided by the Contractor upon the signature line below. 16. Applicable Law: Venue: Attorney's Fees. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. 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 CA Revised May 2020 Page 3 of 4 action shall be entitled to its attorney's fees and costs of suit. DATED this 19th day of July, 2023. CITY OF TUKWILA CONTRACTOR: DocuS¢igned by:DacuSigned by; —^� Pete Mayer, Parks & Recreation Director Nancy Maki Printed Name. Title- President 21319 Miller Bay Road NE Address,Poulsbo, WA 98370 CA Revised May 2020 Page 4 of 4 May 1, 2023 ATTN: Pete Mayer, Director of Parks and Recreation City of Tukwila 6300 Southcenter Blvd, Suite 202 Tukwila, WA 98188 RE: Letter of Engagement — Coaching Services (Retainer Model) City of Tukwila and Open Gate Consulting Inc. Dear Pete, It is my great pleasure that the City of Tukwila — Parks and Recreation ("the Company") is considering retaining Open Gate Consulting, Inc. ("the Consultant") for coaching, and leader development services. A. Scope of Services. Open Gate Consulting, Inc. will provide management coaching and leader development services. We agreed to follow the general model in the proposal dated April 5, 2023, but leave flexibility to adapt and change course as needed. While no one can guarantee outcomes in any given matter, I will personally strive to assure excellence with outcomes defined as clearly as possible. I will maintain primary responsibility for handling projects as assigned and pre -approved by you and will utilize other assets in the best exercise of my professional judgment. If, at any time, you have questions or concerns, please contact me. I highly value collaboration, constructive communication and feedback. B. Fees. Open Gate Consulting, Inc will manage this project on a retainer basis. For this project, we have agreed to the general scope and plan which translates to $5500 value. This includes professional, admin, and travel time. Services that may be included in the scope of work include consulting, speaking, development, research, calls, meetings, onsite visits, and travel time. Other reasonable related business expenses may be invoiced including, but not limited to, copies, travel expenses, assessments. The identified project scope includes "Build the Foundation" coaching for one team member. The anticipated length of the plan is from four to five months. A monthly retainer of $1375 will be paid over 4 months beginning May 2023. Consultant will keep track of work performed until the full project scope is complete even if the project exceeds five months. C. Client Cooperation. The Company understands and agrees that, to work with the Consultant effectively, it is necessary for Company representatives to assist and cooperate as needed. The Company agrees that its representatives will (1) be available to discuss issues as they arise; (2) be available to attend and participate in meetings and other activities in connection with consulting work; and (3) provide complete and accurate information and documents to Open Gate Consulting on a timely basis in connection with project issues as they arise. D. Confidentiality and Non -Disclosure. During the term of this Engagement, the Company may share with the Consultant proprietary information regarding inventions, products, prices, costs, discounts, future plans, business affairs, process information, trade secrets, technical information, customer lists, copyrights, and other DS n�Initials proprietary information. The Consultant agrees that the Consultant will not, at any time or in any manner, use any information for Consultant's own benefit. Or divulge, disclose, or communicate in any manner any information to any third party without prior written consent of the Company. Consultant will protect the information and treat it as strictly confidential and protect confidential client information as it would protect its own. At the same time, the Consultant may share with the Company proprietary information, including, but not limited to, intellectual property, products, services, prices, costs, discounts, process information, trade secrets, and copyrights. The Company agrees not to disclose proprietary and confidential information about the Consultant to any third party without express written consultation of the Consultant and agrees to safeguard the confidential business information as it would protect its own confidential business information. E. Conflict of Interest. It is possible that the Consultant may now, or in the future, work with companies in a similar capacity that may be considered competitors of the Company or its associates. As a condition of this Engagement with Open Gate Consulting, the Company agrees that Open Gate Consulting may work with other Companies or affiliates in which there may be a conflict provided the terms of the Confidentiality and Non - Disclosure agreement above are maintained. F. Termination. You may terminate the services provided under this Engagement with 30 days' written notice. Open Gate Consulting also reserves the right to withdraw at any time. In the event of termination by either of us, fees and costs for work performed prior to termination will still be payable as provided for in this letter. Should the employee not be able to complete the project, we will offer credit for coaching services not yet provided which can be used to support another team member. G. Independent Contractor. Consultant will furnish services as an independent contractor and not as an employee of the Company or any of its affiliates. Nothing in this Engagement shall be construed to create an employment or agency relationship, partnership, or joint venture between Consultant and the Company. Consultant has no power or authority to act for, represent, or bind the Company or its affiliates in any manner. Consultant shall be responsible for payment of any taxes associated with any consulting fees paid to Open Gate Consulting, Inc. H. Intellectual Property and Ownership Rights. Open Gate Consulting, Inc retains all ownership rights to products and services covered by this Engagement that are created and delivered by the Consultant. This includes all drafts, documents, drives, and materials related including copyrights, trademarks, or patents for all products or services performed under this Engagement. Please sign below and return to me a copy of this letter and attachment to indicate the terms are acceptable to you. DS n�Initials If you have any questions regarding the scope of services or any matter, please contact me. I'm pleased to be of service to you and really look forward to our continued collaboration. Thank you for your time, consideration, and trust. Warm regards, & Nancy Maki, LMHC, SPHR Founder Open Gate Consulting, Inc. 206-512-71091 nmaki@opengateresources.com UBI: 603 529 917 Above terms agreed and accepted. City of Tukwila — Parks and Recreation Tukwila, Washington DocuSigned by: Signed: Printed Name/Title: Pete Mayer, Director Date: /24/2023 1 11:53 AM PDT DS Initials EAhibit B: Campensatian The contractor shall invoice the Parks & Recreation Department for four (4) equal payments of $1,375 for a total $5,500. Before any changes in scope of work are made, a new estimate shall be provided by the contractor to the Parks and Recreation Director or their designee, who shall provide an authorization to proceed: 1. If the new estimate and its contents are satisfactory; AND 2. An amendment to the initial contract for services has been fully executed The method of payment to the contractor shall be in the form of a check and shall be issued only upon receipt of invoice from the contractor. Prior to contract execution, the contractor shall furnish a current and accurate W-9 for the purposes of the city providing prompt payment and accurate tax reporting.