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HomeMy WebLinkAboutPorth, Don dba SOS Fires - Training Services Agreement TRAINING SERVICES AGREEMENT THIS TRAINING SERVICES AGREEMENT (hereinafter "Agreement ") is made and entered into by and between the City of Yakima. a Washington State municipal corporation (hereinafter the "City "), and Don Forth dba SOS Fires (hereinafter the "Consultant "). WHEREAS. the City of Yakima Fire Department needs professional services to provide specialized training regarding Juvenile Fire Stoppers Intervention WHEREAS. the Consultant has experience and expertise regarding Juvenile Fire Stoppers Intervention , and agrees to perform related training services for the City under the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual covenants, conditions, promises, and agreements set forth herein, it is agreed by and between the City and the Consultant as follows: 1. Scope of Training /Services/Materials. The Consultant shall provide training services in accordance with attached and incorporated Exhibit "A ". 2. Consideration. The City agrees to provide the Consultant a total of not more than $1,750.00 One Thousand Seven Hundred Fifty and NO /100 as full compensation for all training services performed under and pursuant to this Agreement, including all taxes, insurance, costs and expenses. The consultant shall submit satisfactory documentation/invoice evidencing said services to the Deputy Chief following completion of services. The City shall make payment to the Consultant within thirty (30) calendar days upon receipt of the documentation/invoice. All payments are expressly conditioned upon the Consultant providing training services hereunder that are satisfactory to the city. 3. Term of Agreement. The term of this Agreement shall commence upon full execution by all parties and shall continue until all requested training services have been satisfactorily performed by the Consultant, unless sooner terminated by either party in accordance with Section 17 of this Agreement. 4. Status of the Consultant. The Consultant and the City understand and expressly agree that the Consultant is an independent contractor in the performance of each and every part of this Agreement. As an independent contractor, the Consultant assumes the entire responsibility for carrying out and accomplishing the work/services required under this Agreement. Additionally, and as an independent contractor, the Consultant and its employees shall make no claim of City employment nor shall claim against the City any related employment benefits, social security, and /or retirement benefits. Nothing contained herein shall be interpreted as creating a relationship of servant, employee, partnership or agency between the Consultant and the City. 5. Taxes and Assessments. The consultant 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 Page 1 of 4 Rev 1/12/04 by SM/LegaI Agreement. In the event the City is assessed a tax or assessment as a result of this Agreement, the Consultant shall pay the same before it comes due. 6. Non - Discrimination. During the performance of this Agreement. the Consultant shall not discriminate on the basis of race. age, color, sex. religion, national origin, creed, marital status, political affiliation, or the presence of any sensory. mental or physical handicap. 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. 7. The Americans with Disabilities Act. The consultant agrees to comply with the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq. (ADA), and its implementing regulations. The ADA provides comprehensive civil rights to individuals with disabilities in the area of employment, public accommodations, state and local government services, and telecommunications. 8. Compliance with Law. The consultant agrees to perform all training services under and pursuant to this Agreement 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. 9. No Insurance provided by City. It is understood the city does not maintain liability insurance for the Consultant and /or its officers, employees, agents, instructors, and /or subcontractors. 10. Indemnification and Hold Harmless. The Consultant agrees to protect, defend, indemnify, exonerate, and hold harmless the City, its elected officials, agents, officers, employees from any and all claims, demands, losses, liens, liabilities, penalties, fines, lawsuits, and other proceedings and all judgments, awards, costs and expenses (including attorneys' fees and disbursements) resulting from the Consultant's performance and /or nonperformance of this Agreement. 11. Liability Insurance. On or before the date this Agreement is fully executed by the parties, the Consultant shall provide the City with a certificate of insurance as proof of liability with a minimum liability limit of One Million Dollars ($1,000,000.00) combined single limit bodily injury and property damage. The certificate shall clearly state who the provider is, the amount of coverage, the policy number, and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this Agreement. The policy shall name the City, its elected officials, officers, agents, and employees 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. 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. Page 2 of 4 Rev 1/12/04 by SM/Legal 12. Assignment. This Agreement_ or any interest herein, or claim hereunder, shall not be assigned or transferred in whole or in part by the Consultant 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 the Consultant as stated herein. 13. Damages. If for any reason Consultant fails to provide the services specified in this Agreement and the City is forced to secure such services from another person or entity, Consultant shall be liable for any and all expenses to fulfill their obligation to the City under this Agreement. This provision shall not serve as a limitation upon other damages that may be available to the City pursuant to statutory and /or common law. 14. Severability. If any portion of the Agreement is changed per mutual agreement or any portion is held invalid, the remainder of the Agreement shall remain in full force and effect. 15. Integration and Modification. This Agreement sets forth all of the terms, conditions, and agreements of the parties relative to the subject matter hereof and supersedes any and all such former agreements which are hereby declared tenuinated and of no further force and effect upon the execution and delivery hereof. No changes or additions to this Agreement shall be valid or binding upon either party unless such change or addition be in writing and executed by both parties. 16. Non- Waiver. The waiver by the Consultant or the City of the breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by either party or prevent either party thereafter enforcing any such provision. 17. Termination. Either party may terminate this Agreement, with or without cause, by giving the other party ten (10) days advance written notice of termination. 18. Notices. Unless stated otherwise herein, all notices and demands shall be in writing and sent or hand- delivered to the parties at their addresses as follows: To the City: Deputy Chief Support Services Yakima Fire Department Fire Station No. 1 401 North Front Street Yakima, WA 98901 To the Consultant: Don Forth SOS Fires 22220 SE Heidi Lane, Suite 1 Damascus, OR 97089 503- 805 -8482 FAX 503 - 427 -0902 or to such address as the parties may hereafter designate in writing. Notices and /or demands shall be send by registered or certified mail, postage prepaid or hand - delivered. Such notices shall be deemed effective when mailed or hand - delivered at the addresses specified above. Page 3 of 4 Rev 1/12/041)) SM/Legal 19. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. 20. Venue. The venue for any action to enforce or interpret this Agreement shall lie in the Superior Court of Washington for Yakima County, Washington. 21. Survival. Any provision of this Agreement that imposes an obligation after termination or expiration of this Agreement shall survive the term or expiration of this Agreement and shall be binding on the parties to this Agreement. 22. Authority. Each party represents and warrants to each other that the signatory executing this Agreement below are authorized representatives of each party with the authority to bind the Yakima Fire Department and Don Porth dba SOS Fires , as the case may be, to this contractual obligation. CITY OF TAKIMA CONSULTA,N`I' By: ' 41404---) ' Charlie L. Hines, Fire Chief Print Name: ' ,) - Date: E/2_ -VC) Title: CM(CONTRAC f NO Date: 6 7) RESOLUTION NO: e_e /4 inuo e ATTEST: Date: City Clerk Page 4 of 4 Rev 1/12/04 by SM/Legal