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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