HomeMy WebLinkAbout25-216 - Contract - Open Gate Consulting, Inc - Management Coaching, Development, & Executive Consultation ServicesCity of Tukwila
Contract 25-216
Council Approval N/A
Number: 6200 Southcenter Boulevard, Tukwila WA98188
CONTRACT FOR
SERVICES
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 Inc., hereinafter
referred to as "the Contractor," whose principal office is located at 21319 Miller Bay Rd NE Poulsbo WA
98370-7742.
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:
1. Scone 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. Comaensation_and _Method of Payment The City shall pay the Contractor for services rendered
according to the rate and method set forth on Exhibit A attached hereto and incorporated herein by
this reference. The total amount to be paid shall not exceed $18,000 at a rate of no more than $325
per hour.
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. Duratjon_of_Aareement. This Agreement shall be in full force and effect for a period
commencing
June 1, 2025, and ending December 21, 2026, 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.
Open Gate Consulting Inc. Page 1 of 4
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.
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 $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. Workers' Compensation coverage as required by the Industrial Insurance laws of the State
of Washington.
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 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 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.
Open Gate Consulting Inc. Page 2 of 4
F. Subcontractors. The Contractor shall not assign or subcontract any portion of the services
contemplated by this Agreement without the written consent of the City.
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.
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.
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 Insnections. 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. Assianment 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.
Open Gate Consulting Inc. Page 3 of 4
15. Notices.
Notices to the City of Tukwila shall be sent to:
City Clerk
City of Tukwila
6200 Southcenter Blvd.
Tukwila, Washington 98188
Notices to the Contractor shall be sent to:
Open Gate Consulting, Inc.
8202 NE State Highway 104 # 102-141
Kingston WA 98346-9454
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 action shall be entitled to its attorney's fees and costs of suit.
DATED this 16th day of July, 2025.
CITY OF TUKWILA
Signed by:
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Marty Wine, City Administrator
ATTEST/AUTHENTICATED:
Signed by:
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Andy Youn-Barnett, City Clerk
APPROVED AS TO FORM:
jSigned by:
Office of the City Attorney
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DocuSigned by:
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Nancy Ma I, LMHC, SPHR, Founder
Open Gate Consulting Inc. Page 4 of 4
Exhibit A
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June 1, 2025
ATTN:
Marty Wine, City Administrator
City of Tukwila
6300 Southcenter Blvd, Suite 202
Tukwila, WA 98188
RE: Letter of Engagement Facilitation Support (Executive Team)
City of Tukwila and Open Gate Consulting Inc.
Dear Marty,
Thank you for your trust as we begin our collaboration with your senior leadership team. It will be a pleasure to continue
this important work with you and the team.
The City of Tukwila ("the Company') would like to retain Open Gate Consulting, Inc. ("the Consultant") for facilitation,
team 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. 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 you have questions or concerns at any time, 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 for the next few months. Our Flex Plan — Builder (attached) offers
flexibility and a favorable rate of $250 per hour for broader projects such as this. This agreement shall not
exceed $18,000 total value and will be valid until December 21, 2026. There is no penalty for unused hours.
This plan 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.
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.
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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.
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If you have any questions regarding the scope of services or any matter, please reach out. I'm looking forward to our
collaboration.
Warm regards,
.IUatwSr .NILCP,Lc"
Nancy Maki, LMHC, SPHR
Founder
Open Gate Consulting, Inc.
206-512-71091 nmaki@opengateresources.com
UBI: 603 529 917
END
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Flexible Payt Plan pi%
OVERVIEW
Our most beneficial work comes when we establish an ongoing
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partnership. This consistent builds in-depth knowledge and they
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foundation to serve you most effectively. We are delighted when we
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become "shadow staff" and a valued member of your team.
At Open Gate Consulting, we believe in building long-term partnerships based on trust and flexibility. That's
why we offer a guaranteed hourly rate valid for 18 months, with no pre
-payment required and absolutely no
penalty for unused hours.
This plan gives you the freedom to engage our services as needed—whether your needs change or remain
steady. It's designed to provide predictability and value while ensuring you only pay for the work completed.
Our goal is simple: to make it easy for you to get the expert support you need when you need it, with complete
transparency and no hidden costs.
• Work is tracked and invoiced at the end of each month.
• Rate guaranteed for 18 months regardless of usage. We can adjust the time frame from 12 to 18
months for your budgeting needs.
• There is NO PENALTY for unused hours. And no pre -payment required.
• These work category rates are:
o Planning, Research (Rate = base rate x .75)
o Admin (Rate = base rate x .30)
o Travel (Rate = base rate x .30)
• Work plans can be created as desired for project clarity: team building and strategic planning
retreats, coaching, and ongoing consultation.
PROPRIETARYAND CONFIDENTIAL: This proposal contains proprietary and confidential information of Open Gate Consulting, Inc. and
shall not be used, disclosed or reproduced, in whole or in part, for any purpose other than to evaluate this proposal, without the prior
written consent of Open Gate Consulting.
Contact Nancy Maki ,iii„irnA l ap ,gi„ „ , ii ,s, ,uNurces Coir i„ www.opengateresources.com