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HomeMy WebLinkAboutSageland Strategic LLC _ Professional Services Agreement for Consultant Services - Strategic Plan PROFESSIONAL SERVICES AGREEMENT FOR CONSULTANT SERVICES TO DELIVER A STRATEGIC PLAN THIS PROFESSIONAL SERVICES AGREEMENT, entered into this 6th day of May , 2024, between the City of Yakima, a Washington municipal corporation ("City"), and Sageland Strategic LLC, a Washington limited liability company ("Contractor"). WITNESSETH: The parties, in consideration of the terms and conditions herein, do herety covenant and agree as follows: 1. Statement of Work The minimum services (hereinafter referred to as "Services") that the Contractor will provide include strategic planning services, interviews, and travel which are attached as Exhibit A hereto and incorporated herein by this reference. 2. Compensation The City agrees to pay the Contractor a maximum amount of Fourteen Thousand One Hundred Fifty Dollars and 00/100ths dollars ($14,150.00). 3. Contract Term The period of this Contract shall be for a period of Four months from its effective date. 4. Agency Relationship between City and Contractor Contractor shall, at all times, be an independent Contractor and not an agent or representative of City with regard to performance of the Services. Contractor shall not represent that it is, or hold itself out as, an agent or representative of City. In no event shall Contractor be authorized to enter into any agreement or undertaking for, or on, behalf of City. Neither the Contractor nor any employee of the Contractor is entitled to any benefits that the City provides its employees. 5. Successors and Assigns a. Neither the City, nor the Contractor, shall assign, transfer, or encumber any rights, duties, or interests accruing from this Contract without the prior written consent of the other. b. The Contractor for itself, and for its heirs, executors, administrators, successors,:and assigns, does hereby agree to the full performance of all the covenants herein contained upon the part of the Contractor. 6. Property Rights All records or papers of any sort relating to the City and to the Services will at all times be the property of the City and shall be surrendered to the City upon demand. All information concerning the City and said Services which is not otherwise a matter of public record or Page 1 of 16 Rev.8-16-23 required by law to be made public, is confidential, and the Contractor will not, in whole or part, now or at any time disclose that information without the express written consent of the City. 7. Inspection and Production of Records a. The records relating to the Services shall, at all times, be subject to inspection by and with the approval of the City, but the making of (or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance of the Services in accordance with this Contract, notwithstanding the City's knowledge of defective or non-complying performance, its substantiality or the ease of its discovery. Contractor shall provide the City sufficient, safe, and proper facilities, and/or send copies of the requested documents to the City. Contractor's records relating to the Services will be provided to the City upon the City's request. b. Contractor shall promptly furnish the City with such information and records which are related to the Services of this Contract as may be requested by the City. Until the expiration of six(6)years after final payment of the compensation payable under this Contract, or for a longer period if required by law or by the Washington Secretary of State's record retention schedule, Contractor shall retain and provide the City access to (and the City shall have the right to examine, audit and copy) all of Contractor's books, documents, papers and records which are related to the Services performed by Contractor under this Contract. If any litigation, claim, or audit is started before the expiration of the six-year period, the records shall be retained until all litigation, claims, or audit findings involving the records have been resolved. c. All records relating to Contractor's services under this Contract must be made available to the City, and the records relating to the Services are City of Yakima records. They must be produced to third parties, if required pursuant to the Washington State Public Records Act, Chapter 42.56 RCW, or by law. d. The terms of this section shall survive any expiration or termination of this Contract. 8. Work Made for Hire All work the Contractor performs under this Contract shall be considered work made for hire, and shall be the property of the City. The City shall own any and all data, documents, plans, copyrights, specifications, working papers, and any other materials the Contractor produces in connection with this Contract. On completion or termination of the Contract, the Contractor shall deliver these materials to the City. 9. Compliance with Law Contractor agrees to perform all Services under and pursuant to this Contract in full compliance with any and all applicable laws, rules, and regulations adopted or promulgated by any governmental agency or regulatory body, whether federal, state, local, or otherwise, including policies adopted by the City, as those laws, ordinances, rules, regulations, and policies now exist or may hereafter be amended or enacted. Contractor shall procure and have all applicable and necessary permits, licenses and approvals of any federal, state, and local government or governmental authority or this project, pay all charges and fees, and give all notices necessary and incidental to the due and lawful execution of the work. rr` Page 2 of 16 Rev.8-16-23 Contractor shall procure and have all applicable and necessary permits, licenses and approvals of any federal, state, and local government or governmental authority or this project, pay all charges and fees, and give all notices necessary and incidental to the due and lawful execution of the work. a. Procurement of a City Business License. Contractor must procure a City of Yakima Business License and pay all charges, fees, and taxes associated with said license. b. Contractor must provide proof of a valid Washington department of Revenue :state excise tax registration number, as required in Title 85 RCW. c. Contractor must provide proof of a valid Washington Unified Business Identification (UBI) number. Contractor must have a current UBI number and not be disqualified from bidding on any public works contract under RCW 39.06.101 or 36.12.065(3). d. Contractor must provide proof of a valid Washington Employment Security Department number as required by Title 50 RCW. e. Foreign (Non-Washington) Corporations: Although the City does not require foreign corporate proposers to qualify in the City, County or State prior to submitting a proposal, it is specifically understood and agreed that any such corporatiord will promptly take all necessary measures to become authorized to conduct business in the City of Yakima, at their own expense, without regard to whether such corporation is actually awarded the contract, and in the event that the award is made, prior to conducting any business in the City. 10.Nondiscrimination Provision During the performance of this Contract, the Contractor agrees as follows: The Contractor shall not discriminate against any person on the grounds of race, creed, color, religion, national origin, sex, age, marital status, sexual orientation, gender identity, pregnancy, veteran's status, political affiliation or belief, or the presence of any sensory, mental or physical handicap in violation of the Washington State Law Against Discrimination (RCW chter 49.60) or the Americans with Disabilities Act (42 USC 12101 et seq.). This provision shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, selection for training, and the provision of Services under this Agreement. In the event of the Contractor's noncompliance with the non-discrimination clause of this contract or with any such rules, regulations, or orders, this Contract may be cancelled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for any future City contracts. 11.Pay Transparency Nondiscrimination Provision 1 L The Contractor will not discharge or in any other manner discriminate against employees or applicants because they have inquired about, discussed, or disclosed their own pay or the pay of another employee or applicant. However, employees who have access to the compensation information of other employees or applicants as a part of their essential job functions cannot Page 3 of 16 Rev.8-16-23 disclose the pay of other employees or applicants to individuals who do not otherwise have access to compensation information, unless the disclosure is (a) in response to a formal complaint or charge, (b) in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or (c) consistent with the contractor's legal duty to furnish information. 12.Indemnification and Hold Harmless a. Contractor shall take all necessary precautions in performing the Services to prevent injury to persons or property. The Contractor agrees to release, indemnify, defend, and hold harmless the City, its elected and appointed officials, officers, employees. agents, representatives, insurers, attorneys, and volunteers from all liabilities, losses, damages, and expenses related to all claims, suits, arbitration actions, investigations, and regulatory or other governmental proceedings arising from or in connection with this Contract or the acts, failures to act, errors or omissions of the Contractor, or any Contractor's agent or subcontractor, in performance of,,this Contract. b. Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. Contractor shall require that its subcontractors, and anyone directly or indirectly employed or hired by Contractor, and anyone for whose acts Contractor may be liable in connection with its performance of this Contract, comply with the terms of this paragraph, waive any immunity granted under Title 51 RCW, and assume all potential liability for actions brought by their respe :tive employees. The Parties acknowledge that they have mutually negotiated this waiver. c. Should a court of competent jurisdiction determine that this Contract 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 City, the Contractor's liability, including the duty and cost to defend, shall be only to the extent of the Contractor's negligence. d. Nothing contained in this Section or this Contract shall be construed to create a liability or a right of indemnification in any third party. e. The terms of this Section shall survive any expiration or termination of this Contract. 13.Contractor's Liability Insurance At all times during performance of the Services and this Contract, Contractor shall secure and maintain in effect insurance to protect the City and Contractor from and against any and all claims, damages, losses, and expenses arising out of or resulting from the performance of this Contract. Contractor shall provide and maintain in force insurance in limits no less than that stated below, as applicable. The City reserves the right to require higher limits should it deem it necessary in the best interest of the public. Page 4 of 16 Rev.8 16-23 Contractor shall provide a Certificate of Insurance to the City as evidence of coverage for each of the policies and outlined herein. A copy of the additional insured endorsement attached to the policy shall be included with the certificate. This Certificate of insurance shall be provided to the City, prior to commencement of work. Failure to provide the City with proof of insurance and/or to maintain such insurance outlined herein shall be a material breach of this Contract and a basis for termination. Failure of City to demand such verification of coverage with these insurance requirements or failure of City to identify a deficiency from the insurance documentation provided shall not be construed as a waiver of Contractor's obligation to maintain such insurance. Contractor's insurance coverage shall be primary insurance with respect to those whc are Additional Insureds under this Contract. Any insurance, self-insurance or insurance wool coverage maintained by the City shall be in excess of the Contractor's insurance and neither the City nor its insurance providers shall contribute to any settlements, defense costs, or other payments made by Contractor's insurance. All additional insured endorsements required by this Section shall include an explicit waiver of subrogation. If at any time during the life of the Contract, or any extension, Contractor fails to maintain the required insurance in full force and effect, all work under the contract shall be discontinued immediately. Any failure to maintain the required insurance may be sufficient cause for the City to terminate the Contract. The following insurance is required: a. Commercial Liability Insurance Before this Contract is fully executed by the parties, Contractor shall provide the City with a certificate of insurance and additional insured endorsements as proof of commercial liability insurance with a minimum liability limit of Two Million Dollars ($2,000,000.00) per occurrence, combined single limit bodily injury and property damage, and Two Million Dollars ($2,000,000.00) general aggregate. If Contractor carries higher coverage limits, such limits shall be shown on the Certificate of Insurance and Endorsements and the City, its elected and appointed officials, employees, agents, attorneys and volunteers shall be named as additional insureds for such higher limits. The certificate shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided a in effect. Said policy shall be in effect for the duration of this Contract. The certificate of insurance and additional insured endorsements shall name the City of Yakima, its elected and appointed officials, employees, agents, attorneys and volunteers as additional insureds, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the City prior written notice. The insurance shall be with an insurance company or companies rated A-VII or higher in Best's Guide and admitted in the State of Washington. The requirements contained herein, as well as City of Yakima's review or acceptance of insurance maintained by Contractor is not intended to and shall not in any manner limit or qualify the liabilities or obligations assumed by Contractor under this contract. b. Automobile Liability Insurance .z1.,. Page 5 of 16 Rev.8-16-23 Before this Contract is fully executed by the parties, Contractor shall provide the City with a certificate of insurance as proof of automobile liability insurance with a minimum liability limit of Two Million Dollars ($2,000,000.00) per occurrence. If Contractor carries higher coverage limits, such limits shall be shown on the Certificate of Insurance and Endorsements and the City, its elected and appointed officials, employees, agents, attorneys and volunteers shall be named as additional insureds for such higher limits. The certificate shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this Contract. The certificate of insurance and additional insured endorsements shall name the City of Yakima, its elected and appointed officials, employees, agents, attorneys and volunteers as additional insureds, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the City prior written notice. The insurance shall be with an insurance company or companies rated A-VII or higher in Best's Guide and admitted in the State of Washington. The requirements contained herein, as well as City of Yakima's review or acceptance of insurance maintained by Contractor is not intended to and shall not in any manner limit or qualify the liabilities or obligations assumed by Contractor under this Contract. The business auto liability shall include Hired and Non-Owned coverage if necessary. c. Employer's Liability (Stop Gap) Contractor and all subcontractor(s) shall at all times comply with all applicable workers' compensation, occupational disease, and occupational health and safety laws, statutes, and regulations to the full extent applicable, and shall maintain Employer's Liability insurance with a limit of no less than $1,000,000.00. The City shall not be held responsible in any way for claims filed by Contractor or its employees for services performed under the terms of this Contract. Contractor agrees to assume full liability for all claims arising from this Contract including claims resulting from negligent acts of all subcontractor(s). Contractor is responsible to ensure subcontractor(s) have insurance as needed. Failure of subcontractors(s) to comply with insurance requirements does not limit Contractor's liability or responsibility. d. Professional Liability The Contractor shall provide evidence of Professional Liability insurance covering professional errors and omissions. Contractor shall provide the City with a certificate of insurance as proof of professional liability insurance with a minimum liability limit of Two Million Dollars ($2,000,000.00) per claim combined single limit bodily injury and property damage, and Two Million Dollars ($2,000,000.00) aggregate. The certificate shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect.The insurance shall be with an insurance company or companies rated A-VI' or higher in Best's Guide. If the policy is written on a claims made basis the coverage will continue in force for an additional two years after the completion of this contract. If insurance is on a claims made form, its retroactive date, and that of all subsequent renewals, shall be no later than the effective date of this Contract. 14.Severability If any term or condition of this Contract or the application thereof to any person(s) or circumstances is held invalid, such invalidity shall not affect other terms, conditions or Page 6 of 16 Rev.8-16-23 applications which can be given effect without the invalid term, condition or application. If any provision of the Agreement, or the application of such provision, shall be rendered or declared invalid by a court of competent jurisdiction, or by reason of its requiring any steps, actions or results, the remaining parts or portions of this Agreement shall remain in full force and effect. To this end, the terms and conditions of this Contract are declared severable. 15.Termination Termination for Cause: In the event the Contractor breaches this Contract, the City may terminate the Contract at its sole discretion in such event that it provides the Contractor with written notice of Contractor's breach and the Contractor fails to cure its breach within 15 days of this notice. In the event the City breaches this Contract, the Contractor may terminate the Contract at its sole discretion if it provides the City with written notice of City's breach and the City faileg to cure its breach of the Contract within 60 days of this notice. The following represents a non-exclusive, illustrative list of instances that shall be considered a breach by the Contractor: a. Defaults on an obligation under the Contract; b. Fails to perform any material obligation required under the Contract; c. Files a petition in bankruptcy, becomes insolvent, or otherwise takes action to dissolve as a legal entity; d. Allows any final judgment not to be satisfied or a lien not to be disputed ar a legally-imposed, 30-day notice; e. Makes an assignment for the benefit of creditors; f. Fails to follow the sales and use tax certification requirements of the State of Washington; g. Incurs a delinquent Washington tax liability; h. Becomes a State or Federally debarred Contractor; i. Is excluded from federal procurement and non-procurement Contracts; j. Fails to maintain and keep in force all required insurance, permits and licens64 as provided in the Contract; k. Fails to maintain the confidentiality of the City information that is considered to be Confidential Information, proprietary, or containing Personally Identifiable Information; or I. Contractor performance threatens the health or safety of a City, County or municipal employee. Termination for Convenience: Page 7 of 16 Rev.8-16-23 The City may terminate the Contract, without cause, by providing 30 days written notice of termination. In the event of termination for convenience, the Contractor shall be entitled to receive compensation for any fees owed under the Contract. The Contractor shall also be compensated for partially completed Services. In this event, compensation for such partially completed services shall be no more than the percentage of completion of the Services requested, at the sole discretion of the City, multiplied by the corresponding payment for completion of such Services as set forth in the Contract. Alternatively, at the sole discretion of the City, the Contractor may be compensated for the actual service hours provided. The City shall be entitled to a refund for goods or services paid for but not received or implemented, such refund to be paid within 30 days of written notice to the Contractor requesting the refund. Change in Funding: In addition to the above termination provisions, if the funds upon which the City relied to establish this Contract are withdrawn, reduced, or limited, or if additional or modified conditions are placed on such funding, the City may terminate this Contract by providing at least five business days written notice to the Contractor. The termination shall be effective on the date specified in the notice of termination. 16.Dispute Resolution In the event that any dispute shall arise as to the interpretation of this Contract, or in the event of a notice of default as to whether such default does constitute a breach of the Contract ,and if the parties hereto cannot mutually settle such differences, then the parties shall first pursue mediation as a means to resolve the dispute. if the afore mentioned methods are either not successful then any dispute relating to this Contract shall be decided in the courts of Yakima County, in accordance with the laws of Washington. If both parties consent in writing, other available means of dispute resolution may be implemented. 17.Contractor Shall Furnish Except as otherwise specifically provided in this Contract, Contractor shall furnish the following, all as the same may be required to perform and provide the services in accordance with the terms of this Contract: personnel, labor, products and supervision; and technical, professional and other services. All such services, products, property and other itOms furnished or required to be furnished, together with all other obligations performed or required to be performed, by Contractor under this Contract are sometime collectively referred to in this Contract as the "Services." 18.Complementary Provisions All provisions of this Contract are intended to be complementary, and any Services required by one and not mentioned in another shall be performed to the same extent as though required by all. Details of the Services that are not necessary to carry out the intent of this Contract, but that are not expressly required, shall be performed or furnished by Contractor as part of the Services, without any increase in the compensation otherwise payable under this Contact. .v 19.Invoices Page 8of16 Rev.8-16-23 The City will use its best efforts to pay each of Contractor's invoices within thirty (30) days after the City's receipt and verification thereof; provided, however, that all such payments are expressly conditioned upon Contractor providing Services hereunder that are satisfactory to the City. The City will notify the Contractor promptly if any problems are noted with the invoice. To insure prompt payment, each invoice should cite purchase order number, RFQP number, detailed description of work, unit and total price, discount term and include the Contra4tbr`s name and return remittance address. Contractor will mail invoices to the City at the following address: City of Yakima Attn: Cally Price 129 N 2nd Street Yakima, WA 98901 20.Prime Contractor ;',' The Contractor shall be the sole point of contact with regard to all contractual matters arising hereunder, including the performance of Services and the payment of any and all charges resulting from its contractual obligations. 21.Delegation of Professional Services The Services provided for herein shall be performed by Contractor, and no person other than regular associates or employees of Contractor shall be engaged on such work or Services. Contractor shall not (by contract, operation of law or otherwise) delegate or subcontract performance of any services to any other person or entity without the prior written consent of the City. Any such delegation or subcontracting without the City's prior written consent shall be voidable at the City's option. No delegation of subcontracting of performance of any of the Services, with or without the City's prior written consent, shall relieve Contractor of its responsibility to perform the Services in accordance with this Contract. Contractor shall be fully responsible for the performance, acts and omissions of Contractor's employees, Contractor's subcontractors, and any other person who performs or furnishes any Services (collectively, the "Support"). The Contractor is solely responsible for payment of any statutory workers compensation or employer's liability insurance as required by state law. The Contractor will have an active account with the Department of Revenue, other state agencies as needed, and a separate set of books or records that reflect all items of income and expenses of the business that The Contractor is conducting. Contractor shall perform the Services in a timely manner and in accordance with the standards of the profession. At the time of performance, Contractor shall be properly licensed, equipped, organized, and financed to perform the Services in accordance with this Contract. Subject tc compliance with the requirements of this Contract, Contractor shall perform the Services in accordance with its own methods. Page 9 of 16 Rev.8-16-23 22.Removal of Subcontractor If dissatisfied with the background, performance, and/or general methodologies of any subcontractor, the City may request in writing that the subcontractor be removed. The Contractor shall comply with this request at once and shall not employ the subcontractor for any further work/Services under this Contract. 23.Taxes and Assessments Contractor shall be solely responsible for and shall pay all taxes, deductions, and assessments, including but not limited to federal income tax, FICA, social security tax, assessments for unemployment and industrial injury insurance, and other deductions from income which may be required by law or assessed against either party as a result of this Contract. In the event the City is assessed a tax or assessment as a result of this Contract, Contractor shall pay the same before it becomes due. Contractors who have a delinquent Washington tax liability may have their payments offset by the State of Washington. 24.Inspection: Reports The Contractor agrees to furnish the City with reasonable periodic reports and documents as it may request and in such form as the City requires pertaining to the work or services undertaken pursuant to this Agreement. The costs and obligations incurred or to be incurred in connection therewith, and any other matter are to be covered by this Agreement. 25.Confidential, Proprietary and Personally Identifiable Information Contractor shall not use Confidential, Proprietary or Personally Identifiable Information of City for any purpose other than the limited purposes set forth in this Contract, and all related and necessary actions taken in fulfillment of the obligations there under. Contractor shall hold all Confidential Information in confidence, and shall not disclose such Confidential Information to any persons other than those directors, officers, employees, and agents ("Representatives'') who have a business-related need to have access to such Confidential Information in furtherance of the limited purposes of this Contract and who have been apprised of, and agree to maintain, the confidential nature of such information in accordance with the terms of this Contract. Contractor shall institute and maintain such security procedures as are commercially reasonable to maintain the confidentiality of the Confidential Information while in its possession or control including transportation, whether physically or electronically. Contractor shall ensure that all indications of confidentiality contained on or included in any item of Confidential Information shall be reproduced by Contractor on any reproduction, modification, or translation of such Confidential Information. If requested by the City in writing, Contractor shall make a reasonable effort to add a proprietary notice or indication of confidentiality to any tangible materials within its possession that contain Confidential Information of the City, as directed. Page 10 of 16 Rev.8-16-23 Contractor shall maintain all Confidential Information as confidential for a period of three (3) years from the date of termination of this Contract, and shall return or destroy said Confidential Information as directed by the City in writing. Contractor may disclose Confidential Information in connection with a judicial or administrative proceeding to the extent such disclosure is required under law or a court order, provided that the City shall be given prompt written notice of such proceeding if giving such notice is legally permissible. 26.Suspension of Work The City may suspend, in writing by certified mail, all or a portion of the Services under this Contract if unforeseen circumstances beyond the City's control are interfering with normal progress of the Services. The Contractor may suspend, in writing by certified mail, all or a portion of the Services under this Contract if unforeseen circumstances beyond Contractor's control are interfering with normal progress of the Services. The Contractor may suspend Services in the event the City does not pay invoices when due, except where otherwise provided by this Contract. The time for completion of the Services shall be extended by the number of days the Services are suspended. If the period of suspension exceeds ninety (90) days, the terms of this Contract are subject to renegotiation, and both parties are granted the option to terminate the Services in accordance with Section 16. 27.Provision of Services The Contractor shall provide the Services set forth herein with all due skill, care, and diligence, in accordance with accepted industry practices, standards and legal requirements, and to the City 's satisfaction; the City's decision in that regard shall be final and conclusive. The City may inspect, observe and examine the performance of the Services performed on City premises at any time. The City may inspect, observe and examine the performance of Contractor's Services at reasonable times, without notice, at any other premises. a. If the City notifies the Contractor that any part of the Services rendered are inadequate or in any way differ from the Contract requirements for any reason, other than as a result of the City's default or negligence, the Contractor shall, at its own expense, reschedule and perform the Services correctly within such reasonable time as the City specifies. This remedy shall be in addition to any other remedies available to the City by law or in equity. b. The Contractor shall be solely responsible for controlling the manner and means by which it and its Contracted Personnel or its subcontractors perform the Services, and the Contractor shall observe, abide by, and perform all of its obligations in accordance with all legal requirements and City work rules. 28.Notice of Change in Financial Condition If, during the Contract Term, the Contractor experiences a change in its financial condition,-that may affect its ability to perform under the Contract, or experiences a change of ownership or control, the Contractor shall immediately notify the City in writing. Failure to notify the City of such a change in financial condition or change of ownership or control shall be sufficient grounds for Contract termination. Page 11 of 16 Rev.8-16-23 29.Assignment This Contract, or any interest herein, or claim hereunder, shall not be assigned or transferred in whole or in part by Contractor to any other person or entity without the prior written consent of the City. In the event that such prior written consent to an assignment is granted, then the assignee shall assume all duties, obligations, and liabilities of Contractor stated herein. 30.No Conflict of Interest Contractor represents that it or its employees do not have any interest and shall not hereafter acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of this Contract. Contractor further covenants that it will not hire anyone or any entity having such a conflict of interest during the performance of this Contract. 31.Promotional Advertising / News Releases Reference to or use of the City, any of its departments, agencies or other subunits, or any official or employee for commercial promotion is prohibited. News releases or releases of emails pertaining to the Services provided shall not be made without prior approval of the City. 32.Time is of the Essence Timely provision of the Services required under this Contract shall be of the essence of the Contract, including the provision of the Services within the time agreed or on a date specified herein. 33.Facility Security The City may prohibit entry to any secure facility, or remove from the facility, a Contract employee who does not perform his/her duties in a professional manner, or who violates the secure facility's security rules and procedures. The City reserves the right to search any person, property, or article entering its facilities. 34.Waiver of Breach A waiver by either party hereto of a breach of the other party hereto of any covenant or condition of this Contract shall not impair the right of the party not in default to avail itself of any subsequent breach thereof. Leniency, delay or failure of either party to insist upon strict performance of any agreement, covenant or condition of this Contract, or to exercise any right herein given in any one or more instances, shall not be construed as a waiver or relinquishment of any such agreement, covenant, condition or right. 35.Integration This Contract, represents the entire understanding of the City and Contractor as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered herein. This Contract may not be modified or altered except in writing signed by both parties. 36.Force Majeure Page 12 of 16 Rev.8-16-23 Contractor will not be responsible for delays in delivery due to acts of God, fire, strikes, epidemics, pandemics,war, riot, delay in transportation or railcar transport shortages, provided Contractor notifies the City immediately in writing of such pending or actual delay. Normally, in the event or any such delays (acts of God, etc.) the date of delivery will be extended for a period equal to the time lost due to the reason for delay. 37.Governing Law This Contract shall be governed by and construed in accordance with the laws of the State of Washington. 38.Venue The venue for any judicial action to enforce or interpret this Contract shall lie in a cob et of competent jurisdiction in Yakima County, Washington. 39.Authority ' The person executing this Contract, on behalf of Contractor, represents and warrants that they have been fully authorized by Contractor to execute this Contract on its behalf and to legally bind Contractor to all the terms, performances and provisions of this Contract. 40.Change or Notice Any alterations, including changes to the nature of the Services, made to the Contract shall be rendered in writing and signed by both responsible parties; no changes without such signed documentation shall be valid. In no event shall the Contractor be paid or be entitled to payment for services that are not authorized herein or any properly executed amendment. Notice of Business Changes: Contractor shall notify the City in writing within three (3) business days of any change in ownership of the facilities of the Contractor or of the facilities of any subcontractor. The Contractor shall notify the City in writing as soon as possible, and in no event later than three (3) business days, after any decision by the Contractor to change or discontinue service that will affect Services provided to the City under this Contract. The City shall have the right to renegotiate the terms and conditions of this Contract to'the extent required to accommodate a change in governing law or policy that, in the sole discretion of the City, either substantially and unreasonably enlarges the Contractor's duties hereunder, or renders performance, enforcement or compliance with the totality of the Contract impossible, patently unreasonable, or unnecessary. Notices and demands under and related to this Contract shall be in writing and sent to the parties at their addresses as follows: TO CITY: TO CONTRACTOR: Dave Zabel! Zach Ratkai Interim City Manager Sageland Strategic LLC City of Yakima 1876 Nova Lane Page 13 of 16 Rev.8-16-23 129 North 2nd Street Richland, WA 99352 Yakima WA, 98901 41.Survival The foregoing sections of this Contract, 1-41 inclusive, shall survive the expiration or termination of this Contract in accordance with their terms. Page 14 of 16 Rev.8-16-23 IN WITNESS WHEREOF, the parties hereto execute this Contract as of the day and year first above written. CITY OF YAKIMA SAGELAND STRATEGIC L.L.C. /7(,/of f __ By: Interim City M ager Date: Date: May 6,2024 20 2 U-O$ f N. Zach Ratkai CITY CONTRACT NO: Al Pc RESOLUTION NO: IN � Attest: (Print name) r' V AKltijq���1 ff.--)° i/ çZ\ ,�l , i L *; City Clerk ii4 ._ -.*.. ►, 'i,�'•S, N G o List of Exhibits attached to this contract Exhibit A— Scope of Work Page 15 of 16 Rev.8-16-23 • EXHIBIT A City of Yakima,WA-CITY COUNCIL Engagement and Retreat Phases,Tasks,and Pricing . I,,, .,, Phase 1=14yeet rF'a,Bs 'ou l Rwifew,end Aeuonent • LogLsties meeting to review framework,--I ----- ---4 Project Initiation Meeting(virtual or in-person)-1 hour Task L1 process,milestones and deliverables. I• meeting) Develop schedule for conversations and i +�•2024 $ 150Jr7 meetings Task 1.2 , Weakly planning meetings(Zoom)and emails throughout the For updates,feedback,course correction ' Throughout Project Included ___(held yr/ Task 1.3 Develop Detailed Project Schedule I Finalize list of meetings,Input sessions, proposed Council date By MaY 5;2024 included Conduct assessmente currentcomposition,of the structure,and Review of history and tenure of members of _ Tack L4 functioning of the City Councilthe Board,review meetings,feedback and By May 31 $ 250.00 any relevant information. Task 1.4 Review of relevant documents,plans,budgets,and processes. Review of relevant plans,documents, By May 31 1$ 600.00 processes,and reports. • } TOTAL PHASE 1 i$ 1.000.00 PM 12 Polrrte- IBYaMaad Modes x� `S.- y 7lnterviews to gain insights into the town's Task 2.1 `Lbtdldtnl l Interviews/meetings with Mayor and City Council priorities,challenges,and opportunities. , May 13-May 31 $ 1,40000 ___ , .V._.__ ............ .. $200ea(virtual or in-person) - , Up to 3.0 Interviews to gain insights Into Task 2.2 Confidential Interviews/meetings with Staff and Leadership Yakima's history,priorities,challenges,and -. May 13-May 31 $ 2,000.00. opportunities.$200ea(virtual or in-person) Tacit 22 ;Detailed Report on State of Yakima"Why are we here?based Written Report to City Manager for Review f gem loff of engaent Rndngs and research. prior to Retreat Juna S t $ 250.00 r`' : Tank 23 !Develop Detai aaf-Baud Engagement outlining Written Report to Strategic Planningteam w - June 5. $ 250.00 andnclUdoes............. Price to retreat Half Day or Full Day meeting for Team Task 2.4 !City Council Retreat Building,Group Diausion,Concurrence,and June 1.4-15 •$ 5,000.00 ?Outline of Key Priorities for Board members • -__- I__ .._...._..-__--. -_.__ .....-�.. .,�,rs-r. +y � Deliverable showing finding and conclusions y rr J , Task 2.5 ;Retreat Report and Framework of the retreat,graphlc-du ned diplay of r; June 21 .. $ 250.OD Priorities anoals d G { �� Porter,Publication,and.Webslte/Sodal Y Task 2.6 'Final Document far munications/Chy Usage(after Media Graphics lacceptanu,_ �Y showing final Council t July $ 750 Cq Priorities and Goals(graphically designed) ' j Y ..TOTAL PHASE 2 $ ed00.00 Phase 3-Oty Ccuad Workshop awl Adoption Review and Discussion Finding/Conclusions from Retreat at City Task'3.1 CoundlStudySesslon On Site,Sageiand Leads Study Session June25. $ 1,000.00 7liiW L23 Attendance at City Council Adoption Hearing Virtual July2,2024 $ 250.00 TOTAL PHASE 3 $ 7.250.00 Total Cost $ 12,350.00 includes travel time,mileage,lodging(If Est 5500/trip Travel Costs for onsite meetings(est 3 trips)needed),meals at GSA per diem rate.Billed $ 2,000.00 at not-to-exceed unless advised otherwise. WA to Yakima,WA . Total Not To 13meed Cost ista�sr:a*-p let ..r ��d !� � ••Coco.re not to eyed and well he bided as onetime!.Items such as Interviews and ravel will hm Wed par°sartonpe.My additional engagement needed will he discussed,approved.and ratified In cueing with exam • Page 16 of 16 Rev.8-16-23 A ® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 05/06/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Tyler Swarner NAME: y StateFarm Tyler Swarner HONE E:dt: 509-396-0213 FAX ,No): 8656 W Gage Blvd Suite C302 E-MAIL s: tyler.swarner.vacyb8©statefarm.com CD ADDREINSURER(S)AFFORDING COVERAGE _ NAIC# Kennewick WA 993367198 INSURER A: State Farm Fire and Casualty Company 25143 INSURED INSURER B: SAGELAND STRATEGIC,LLC INSURER C: 1876 NOVA LN INSURER D: INSURER E: RICHLAND WA 993528648 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADD SUB POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR TYPE OF INSURANCE INSD WVD (MM/DD/YYYY) (MMIDD/YYYY) X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 DAMAGE TO CLAIMS-MADE X OCCUR PREMISES(EaENTED occurrence) $ 1,000,000 MED EXP(Any one person) $ 10,000 A Y Y 98-EP-Q999-5 01/25/2024 01/25/2025 PERSONAL&ADVINJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ 4,000,000 POLICY ECOT- LOC PRODUCTS-COMP/OPAGG $ 4,000,000 OTHER. $ AUTOMOBILECOMBINED SINGLE LIMIT LIABILITY $2,000,000 (Ea accident) X ANY AUTO BODILY INJURY(Per person) $1,000,000 OWNED SCHEDULED 465 6233-B17-47B 02/17/2024 08/17/2024 BODILY INJURY(Per accident) $1,000,000 A _ AUTOSIREDONLY _ AUTOS PROPERTY DAMAGE 1,000,000 HIRED AUTOS NON-OWNED AUTOS ONLY _ AUTOS ONLY (Per accident) $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION PER OTH- $ AND EMPLOYERS'LIABILITY STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ 'Oyes,describe under DESCRIPTION OF OPERATIONS below E L DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,AddltIonal Remarks Schedule,may be attached If more apace Is required) The City of Yakima,its agents,employees,authorized volunteers,elected and appointed officials are Included as Primary/Non-Contributory additional insured with a Waiver of Subrogation.See attached Additional Insured and Waiver of Subrogation Endorsements. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Yakima Purchasing Department ACCORDANCE WITH THE POLICY PROVISIONS. 129 N.2nd St. AUTHORIZED REPRESENTATIVE Yakima WA 98901 This form was system-generated on 05/06/2024 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 1001486 2005 155279 205 01-19-2023