HomeMy WebLinkAboutGarza, Gary - Professional Services Agreement For City of Yakima Use Only:
AGREEMENT
Contract No.,2O2,O" iqs
Project No. BETWEEN
Resolution No.
SOQ No. CITY OF YAKIMA, WASHINGTON
AND
GARY GARZA
FOR PROFESSIONAL SERVICES
THIS AGREEMENT, made and entered into on this day of , 2020, by and
between the City of Yakima, Washington, a municipal corporation with its prin • al office at 129 North
Second Street, Yakima, WA 98901, hereinafter referred to as "CITY," and GARY GARZA, hereinafter
referred to as "TRAINER."
WITNESSETH:
RECITALS
WHEREAS, CITY received an OJJDP grant for its Yakima Youth Leadership Program ("YYLP"), of
which $2,032.00 is allocated for specific training to the Education Advocates regarding the YYLP
curriculum; and
•
WHEREAS, TRAINER 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, TRAINER has agreed to provide the specific training regarding the curriculum of the
YYLP during the OJJDP pursuant to the terms and conditions of this Agreement;
NOW, THEREFORE, CITY and TRAINER 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 on which the CITY provides TRAINER written
confirmation that the Yakima Youth Leadership Program has hired its Education Advocates and moving
forward with the program for the school year(either by email or other writing) until the end of the 25 hours
allocated for preparation and training which is to be completed on or about September 30, 2020; or the end
of the OJJDP grant if it is shortened. There shall be no compensation for work done outside of the term of
this Agreement.
SECTION 3 SCOPE OF SERVICES AND TRAINER RESPONSIBILITIES
3.1 Services shall be to prepare for, and provide training to the Education Advocates hired by
ESD 105 on the curriculum created for the Yakima Youth Leadership Program pilot project, including, but
not limited to the curriculum itself, best practices, communicating with youth and their families, data
collection, file set-up, and any other topic relevant to training Education Advocates to carry out the Yakima
Youth Leadership Program.
3.2 TRAINER 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 TRAINER, 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.
Page 1 of 7
3.4 TRAINER 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
a tax or assessment as a result of this AGREEMENT, TRAINER 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 TRAINER and ESD 105
regarding the training.
SECTION 5 COMPENSATION
CITY agrees to pay TRAINER an amount not to exceed Two Thousand Thirty-Two Dollars ($2,032.00)
during the term of this AGREEMENT at a rate of$81.25 per hour on a reimbursement basis as follows:
Preparation for Training (up to 5 hours): $ 406.25
Training: $ 1,625.00
Total time not to exceed 25 hours
Total amount not to exceed $2,032.00.
TRAINER agrees that the above amounts are adequate to complete the scope of services. Compensation
shall be requested no less than quarterly and comply with OJJDP requirements as provided to TRAINER
by the CITY. CITY will make its best effort to pay each of TRAINER's invoices within thirty (30) days after
receipt and verification thereof. The CITY will notify the TRAINER 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
Any work the TRAINER 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, training materials, surveys, file notes and any other materials the
TRAINER produces in connection with this AGREEMENT. On completion or termination of the
AGREEMENT, the TRAINER shall deliver these materials to the CITY.
SECTION 7 AGENCY RELATIONSHIP BETWEEN CITY AND TRAINER
TRAINER shall, at all times, be an independent contractor and not an agent or representative of CITY with
regard to performance under this AGREEMENT. TRAINER shall not represent that they are, or hold
themselves out as, an agent or representative of the CITY. In no event shall TRAINER 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 TRAINER will not, in whole or
Page 2 of 7
part, now or at any time, disclose that information without the express written consent of the CITY.
SECTION 9 AMENDMENTS
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 TRAINER 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 TRAINER 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. TRAINER'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 TRAINER 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, TRAINER shall retain and provide the CITY access to (and
the CITY shall have the right to examine, audit and copy) all of TRAINER's books, documents,
papers and records which are related to the work performed by TRAINER under this AGREEMENT.
10.3 All records relating to TRAINER'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 TRAINER's WORK under this
AGREEMENT must be retained by TRAINER 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
TRAINER shall provide the CITY with a certificate of insurance as proof of professional liability insurance
with a minimum liability limit of One Million Dollars($1,000,000.00) 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 TRAINER 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 TRAINER's, or its officers, employees, agents, volunteers and/or
subcontractors, actions, services, work or materials pursuant to this AGREEMENT.
Page 3 of 7
12.2 TRAINER 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 the
parties protected hereunder. TRAINER 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 TRAINER's own risk and TRAINER 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 TRAINER 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
TRAINER 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 TRAINER 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 TRAINER 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 TRAINER 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
TRAINER 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.
TRAINER further covenants that they do not engage in lobbying activities relating to gang or gun violence,
and that TRAINER is independent, and not an employee of the City of Yakima, and 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, TRAINER 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. TRAINER agrees to comply with the applicable
provisions of State and Federal Equal Employment Opportunity and Nondiscrimination statutes and
regulations.
Page 4 of 7
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 TRAINER 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 TRAINER shall be entitled to receive compensation
for any fees owed under the AGREEMENT. The TRAINER 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 TRAINER 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 TRAINER 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 TRAINER immediately electronic mail and followed up by certified mail. The
termination of this AGREEMENT is effective upon sending the electronic mail notification to
TRAINER.
19.4 Upon receipt of a termination notice under subsections 19.1, 19.2, or 19.3 above, the TRAINER
shall immediately discontinue all work and services under this AGREEMENT.
19.5 If, after termination for failure of the TRAINER to fulfill contractual obligations, it is determined that
the TRAINER 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
Page 5 of 7
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
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
TRAINER: GARY GARZA
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
TRAINER 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, pandemics, 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 :nvalid, 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.
CITY OF YAKIMA GARY GARZ
Signature Signat
Printed Name: Alex Meyerhoff Printed Name: C���� �� 64,
Title: Interim City Manager Title: Z "/' er-As77Z-14CfroeZ.—
Date: alAl a c-V `Dat : . �°�``f"i
Attest ( 0��"t � ?
•
Page 6 of 7
CITY CONTRACT NO: '"'e2,`L-' (J A d
RESOLUTION NO: Ai 3/'.. 1
City Clerk
Page 7 of 7