HomeMy WebLinkAboutJuliana Van Olphen - Professional Services Agreement DocuSign Envelope ID:57687329-0398-408E-BF6C-00D76281C752
I
For City of Yakima Use Only:
Contract No.etCJU AGREEMENT
Project No. BETWEEN
Resolution No. Info,
SOQ No. CITY OF YAKIMA,WASHINGTON
AND
JULIANA VAN OLPHEN
FOR PROFESSIONAL SERVICES
3 rd
August
THIS AGREEMENT, made and entered into on this day of , 2020, by and
between the City of Yakima, Washington, a municipal corporation with its principal office at 129 North
Second Street, Yakima, WA 98901, hereinafter referred to as "CITY," and JULIANA VAN OLPHEN,
hereinafter referred to as"RESEARCHER."
WITNESSETH:
RECITALS
WHEREAS, CITY received an OJJDP grant for its Yakima Youth Leadership Program ("YYLP"), of
which $10,000 per year was allocated to research and evaluation of the YYLP; and
WHEREAS, RESEARCHER previously worked with the CITY on the Gang Prevention Pilot Grant
Program from where the YYLP originated and was piloted in the Yakima School district; and •
WHEREAS, RESEARCHER has agreed to continue her research and evaluation of the YYLP
during the OJJDP grant period of three years pursuant to the terms and conditions of this Agreement;
NOW, THEREFORE, CITY and RESEARCHER agree as follows:
SECTION 1 INCORPORATION OF RECITALS
The above recitals are incorporated into these operative provisions of the AGREEMENT.
SECTION 2 TERM
The period of this AGREEMENT shall be from the date of signature until September 30, 2022, or the end
of the OJJDP grant if it is either shortened or extended.
SECTION 3 SCOPE OF SERVICES AND RESEARCHER RESPONSIBILITIES
3.1 Services shall generally be to provide input on surveys and methods to collect data, provide
training on collection of data where directed, collect and evaluate data and provide a written report, or
supplemental documentation to the CITY each year of this AGREEMENT. Additional services, within the
general scope of evaluation and research of the YYLP may be requested by the CITY.
3.2 RESEARCHER does hereby agree to the full performance of all the terms and conditions
of this AGREEMENT for the Compensation outlined in Section 5.
3.3 RESEARCHER, if applicable, shall have a valid and current business license per Chapter
5.02 of the Yakima Municipal Code covering their business and shall satisfy all applicable municipal and
state law provisions. Said license shall be obtained prior to conducting any work under this AGREEMENT.
Inquiries as to licensing may be made to the Code Administration Office at(509) 575-6121.
3.4 RESEARCHER 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 AGREEMENT. In the event the CITY is assessed
Page 1 of 6 •
1
DocuSign Envelope ID:57687329-0398-408E-BF6C-00D76281 C752
a tax or assessment as a result of this AGREEMENT, RESEARCHER shall pay the same before it becomes
due.
3.4 A Scope of Work is attached hereto as Exhibit "1" which supplements this Section and is
fully incorporated herein.
SECTION 4 CITY'S RESPONSIBILITIES
CITY shall provide guidance where appropriate and be the liaison between RESEARCHER and the
education advocates hired to conduct the direct services under the YYLP. CITY shall ensure that the
surveys and data collection techniques are used by the education advocates and direct the education
advocates to provide data to the RESEARCHER.
SECTION 5 COMPENSATION
CITY agrees to pay RESEARCHER an amount not to exceed Thirty Thousand Dollars ($30,000.00) each
during the term of this AGREEMENT at a rate of$100.00 per hour on a reimbursement basis as follows:
Year 1 (October.1, 2019—September 30, 2020): $ 10,000.00
Year 2 (October 1, 2020—September 30, 2021): $ 10,000.00
Year 3 (October 1, 2020—September 30, 2022): $ 10,000.00
$ 30,000.00
RESEARCHER agrees that the above amounts are adequate to complete the scope of services each year.
Compensation shall be requested no less than quarterly and comply with OJJDP requirements as provided
to RESEARCHER by the CITY. CITY will make its best effort to pay each of RESEARCHER's invoices
within thirty(30)days after receipt and verification thereof. The CITY will notify the RESEARCHER promptly
if there are problems with the invoice. For prompt payment, each invoice should cite OJJDP Grant 2019-
PB-BX-0017, itemized list of hours spent and a summary of the work done for each of those time periods.
Invoices shall be mailed to the City at the following address:
City Manager's Office—ATTN: Cally Price
129 North 2nd Street
Yakima,WA 98901
SECTION 6 WORK MADE FOR HIRE
All work the RESEARCHER performs under this AGREEMENT 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, evaluations, surveys and any other materials the
RESEARCHER produces in connection with this AGREEMENT. On completion or termination of the
AGREEMENT, the RESEARCHER shall deliver these materials to the CITY.
SECTION 7 AGENCY RELATIONSHIP BETWEEN CITY AND RESEARCHER
RESEARCHER shall, at all times, be an independent contractor and not an agent or representative of CITY
with regard to performance under this AGREEMENT. RESEARCHER shall not represent that they are, or
hold themselves out as, an agent or representative of the CITY. In no event shall RESEARCHER be
authorized to enter into any agreement or undertaking for, or on behalf of, the CITY.
SECTION 8 PROPERTY RIGHTS
All records or papers of any sort relating to the CITY and to the Scope of Services and work done pursuant
to this AGREEMENT 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 scope of work which is not otherwise a matter of
public record, or required by law to be made public, is confidential, and the RESEARCHER will not, in whole
or part, now or at any time, disclose that information without the express written consent of the CITY.
SECTION 9 AMENDMENTS
Page 2 of 6
DocuSign Envelope ID:57687329-0398-408E-BF6C-00D76281C752 •
Either party may request modifications in the scope of permissible activities, terms, or conditions of this
AGREEMENT. Proposed modifications which are mutually agreed upon shall be incorporated by written
amendment to this AGREEMENT, signed by both parties before becoming effective.
SECTION 10 INSPECTION AND PRODUCTION OF RECORDS
10.1 The records relating to the work done by RESEARCHER under this AGREEMENT 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 RESEARCHER of responsibility
for performance in accordance with this AGREEMENT, notwithstanding the CITY's knowledge of
defective or non-complying performance, its substantiality or the ease of its
discovery. RESEARCHER's records relating to the work done under the terms and conditions of
this AGREEMENT will be provided to the CITY upon the CITY's request at no charge.
10.2 RESEARCHER shall promptly furnish the CITY with such information and records which are related
to the work done under the terms and conditions of this AGREEMENT as may be requested by the
CITY. Until the expiration of six (6) years after final payment of the compensation payable under
this AGREEMENT, or for a longer period if required by law or by the Washington State Secretary
of State's record retention schedule, RESEARCHER shall retain and provide the CITY access to
(and the CITY shall have the right to examine, audit and copy) all of RESEARCHER's books,
documents, papers and records which are related to the work performed by RESEARCHER under
this AGREEMENT.
10.3 All records relating to RESEARCHER's work done under this AGREEMENT must be made
available to the CITY, and also produced to third parties, if required pursuant to the Washington
Public Records Act, Chapter 42.56 RCW or by law. All records relating to RESEARCHER's WORK
under this AGREEMENT must be retained by RESEARCHER for the minimum period of time
required pursuant to the Washington State Secretary of State's record retention schedule.
10.4 The terms of this section shall survive any expiration or termination of this AGREEMENT.
SECTION 11 INSURANCE
RESEARCHER 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 occurrence or claim. 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 during the duration of this
AGREEMENT. The policy shall name the CITY, its elected and appointed officials, officers, agents,
employees, 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 thirty (30) calendar days prior written notice (any
language in the clause to the effect of"but failure to mail such notice shall impose no obligation or liability
of any kind upon the company" shall be crossed out and initialed by the insurance agent). 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.
SECTION 12 INDEMNIFICATION
12.1 RESEARCHER agrees to protect, defend, indemnify, and hold harmless, the CITY, its
elected and appointed officials, officers, employees, agents, and volunteers from any and all claims,
demands, losses, liens, liabilities, penalties, fines, lawsuits, administrative and other proceedings and all
judgments, awards, losses, liabilities, damages (including punitive or exemplary damages), penalties,
fines, costs and expenses (including attorneys'fees and disbursements)for, arising out of, or related to
any actual or alleged death, injury, damage or destruction to any person or any property(including but not
limited to any actual or alleged violations of civil rights)to the extent caused by, arising out of, or relating
to any act and/or omission (whether intentional, willful, reckless, negligent, inadvertent or otherwise)
resulting from, arising out of, or related to RESEARCHER's, or its officers, employees, agents, volunteers
and/or subcontractors, actions, services, work or materials pursuant to this AGREEMENT.
12.2 RESEARCHER specifically and expressly waives its immunity under industrial insurance,
Title 51 RCW, or immunity under any other provision of law to the extent of the obligations assumed by
Page 3 of 6
DocuSign Envelope ID:57687329-0398-408E-BF6C-00D76281C752
the parties protected hereunder. RESEARCHER and the CITY acknowledge and agree that this waiver
was mutually negotiated.
12.3 All services rendered or performed under this AGREEMENT will be performed or
rendered entirely at RESEARCHER's own risk and RESEARCHER expressly agrees to defend, indemnify
and hold harmless the CITY and all of its officers, agents, employees and elected officials from any and
all liability, loss, fines, penalties or damages, including reasonable cost of defense, they may suffer as a
result of claims, demands, actions, or damages to any and all persons or property, costs or judgments
against the CITY which result from, arise out of, or are in any way connected with the work or services to
be performed by RESEARCHER under this AGREEMENT.
12.4 Nothing contained in this section or this AGREEMENT shall be construed to create a
liability or a right of indemnification in any third party.
SECTION 13 SUBCONTRACTS
RESEARCHER shall not subcontract any of the work to be done under this AGREEMENT without the prior
written consent of the CITY, which may be withheld for any reason. In the event a subcontractor is •
consented to by the CITY, such subcontractor shall enter into a contract with RESEARCHER that
incorporates by reference the terms and conditions of this AGREEMENT, to which any subcontractor shall
be subject.
SECTION 14 ASSIGNMENT
Neither the CITY nor the RESEARCHER shall assign, transfer, or encumber any rights, duties, or interests
accruing from this AGREEMENT without the prior written consent of the other.
SECTION 15 INTEGRATION
This AGREEMENT represents the entire understanding of CITY and RESEARCHER 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 AGREEMENT may not be modified or altered except in writing signed by
both parties.
SECTION 16 NO CONFLICT OF INTEREST
RESEARCHER represents that they 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 AGREEMENT.
RESEARCHER further covenants that they do not engage in lobbying activities relating to gang or gun
violence, and that RESEARCHER is an independent researcher/evaluator not an employee of the City of
Yakima without any conflict of interest with the participating parties in the YYLP, namely ESD 105 and the
Yakima School District.
SECTION 17 PROMOTIONAL AND NEWS RELEASES
• Reference to or use of the CITY, its departments, agencies, subunits or logo for commercial promotion is
prohibited. News releases pertaining to this AGREEMENT shall not be made without prior approval of the
CITY.
SECTION 18 EQUAL EMPLOYMENT AND NONDISCRIMINATION
During the performance of this AGREEMENT, RESEARCHER shall not discriminate in violation of any
applicable federal, state and/or local law or regulation on the basis of age, sex, race, creed, religion, color,
national origin, marital status, disability, honorably discharged veteran or military status, pregnancy, sexual
orientation, or any other classification protected under federal, state, or local law. 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. RESEARCHER agrees to comply with the applicable
provisions of State and Federal Equal Employment Opportunity and Nondiscrimination statutes and
regulations.
Page 4 of 6
DocuSign Envelope ID:57687329-0398-408E-BF6C-00D76281C752
SECTION 19 TERMINATION OF WORK
19.1 Either party may terminate this AGREEMENT, in whole or in part, if the other party materially
breaches its obligations under this AGREEMENT and is in default through no fault of the
terminating party. However, no such termination may be effected unless the other party is given:
(1) not less than seven (7) calendar days written notice delivered by certified mail, return receipt
requested, of intent to terminate; and (2) an opportunity for consultation and for cure with the
terminating party before termination. Notice shall be considered issued within seventy-two (72)
hours of mailing by certified mail to the place of business of either party as set forth in this
AGREEMENT.
19.2 In addition to termination under subsection 19.1 of this Section, CITY may terminate this
AGREEMENT for its convenience, in whole or in part, provided the RESEARCHER is given not
less than fourteen (14) calendar days written notice delivered by certified mail, return receipt
requested, of intent to terminate.
In the event of termination for convenience, the RESEARCHER shall be entitled to receive
compensation for any fees owed under the AGREEMENT. The RESEARCHER 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. Alternatively, at the sole discretion of the CITY, the
RESEARCHER 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 thirty(30) days of written notice to the RESEARCHER requesting the refund.
19.3 In the event the CITY loses its OJJDP grant funding under OJJDP Grant 2019-PB-BX-0017, the
CITY shall notify RESEARCHER immediately electronic mail and followed up by certified mail. The
termination of this AGREEMENT is effective upon sending the electronic mail notification to
RESEARCHER.
19.4 Upon receipt of a termination notice under subsections 19.1, 19.2, or 19.3 above, the
CONTRACTOR shall immediately discontinue all work and services under this AGREEMENT.
19.5 If, after termination for failure of the RESEARCHER to fulfill contractual obligations, it is determined
that the RESEARCHER has not so failed, the termination shall be deemed to have been effected
for the convenience of CITY.
19.6 Upon the termination of the AGREEMENT for any reason, or upon AGREEMENT expiration, each
party shall be released from all obligations to the other party arising after the date of termination or
expiration, except for those that by their terms survive such termination or expiration.
SECTION 20 DISPUTE RESOLUTION
In the event that any dispute shall arise as to the interpretation of this AGREEMENT, or in the event of a
notice of default as to whether such default does constitute a breach of the AGREEMENT, 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 both parties consent in writing, other available means of dispute resolution may be
implemented.
SECTION 21 JURISDICTION AND VENUE
This AGREEMENT shall be administered and interpreted under the laws of the State of Washington.
Jurisdiction of litigation arising from this AGREEMENT shall be in Washington State. If any part of this
AGREEMENT is found to conflict with applicable laws, such part shall be inoperative, null, and void insofar
as it conflicts with said laws, but the remainder of this AGREEMENT shall be in full force and effect. Venue
of all disputes arising under this AGREEMENT shall be Yakima County, State of Washington.
SECTION 22 NOTICE
Any notice required to be given under the terms of this AGREEMENT shall be directed to the party at the
address set forth below. Notice shall be considered issued and effective upon receipt thereof by the
Page5of6
DocuSign Envelope ID:57687329-0398-408E-BF6C-00D76281C752
addressee-party, or seventy-two (72) hours after mailing by certified mail to the place of business set forth
below, whichever is earlier, unless otherwise indicated in this AGREEMENT.
CITY: City of Yakima
Attn: City Manager
129 North 2nd Street
Yakima,WA 98901
RESEARCHER: JULIANA VAN OLPHEN
B -k:6L 1 , CA 14 702
SECTION 23 SURVIVAL
The foregoing sections of this AGREEMENT shall survive the expiration or termination of this AGREEMENT
in accordance with their terms.
SECTION 24 FORCE MAJEURE
RESEARCHER and/or CITY will not be responsible for delays in delivery of obligations, services, or work
under this AGREEMENT due to acts of God, fire, strikes, epidemics, war, or governmental orders, provided
the party notifies the other party immediately in writing of such pending or actual delay. Normally, in the event
of any such delays the date of delivery will be extended for a period equal to the time lost due to the reason
for delay. If that is not feasible, or not allowed under the terms of the OJJDP grant, the CITY may terminate
this AGREEMENT.
SECTION 25 SEVERABILITY
If any term or condition of this AGREEMENT or the application thereof to any person(s) or circumstance(s)
is held invalid, such invalidity shall not affect other terms, conditions or applications which can be given
effect without the invalid term, condition or application. To this end, the terms and conditions of this
AGREEMENT are declared severable.
IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed by
their respective authorized officers or representatives as of the day and year first above written.
M_
CITY OF YAKIMA JULIANA VAN OLPHEN
(0� ,—DocuSigned by:
472797640D
°z Signature Signal
0 z
o Juliana van 0lphen
0 3 Printed Name: Alex Meverhoff Printed Name:
o
U ce
Title: Interim City Manager Title: Associate Professor
Date:.4 G> < ro0,r'Dail 08/03/2020
Attests"L -1-Q,LNLIA. 1/1.. qt ;.
,pity Clerk V " ' z;�
aaSS Page 6 of 6