HomeMy WebLinkAboutContract •
CAG-18-040
CITY OF cryRen on
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AGREEMENT FOR CIVILITY SOLUTIONS
THIS AGREEMENT, dated January 1, 2018, is by and between the City of Renton (the "City"), a
Washington municipal corporation, and Civility Solutions, LLC ("Consultant"), Washington
limited liability company. The City and the Consultant are referred to collectively in this
Agreement as the "Parties." Once fully executed by the Parties,this Agreement is effective as of
the last date signed by both parties.
1. Scope of Work: Consultant agrees to provide two workshop training classes on
workplace civility as described in Exhibit A, which is attached and incorporated herein
and may hereinafter be referred to as the "Work."
2. Changes in Scope of Work: The City, without invalidating this Agreement, may order
changes to the Work consisting of additions, deletions or modifications.
3. Time of Performance:All Work shall be performed on March 7, 2018 and June 6, 2018.
4. Compensation:
A. Amount. Total compensation to Consultant for Work provided pursuant to this
Agreement shall not exceed $300/hour or $1200 for a 4 hour class, plus any
applicable state and local sales taxes. Compensation shall be paid based upon Work
actually performed according to the rate(s) or amounts specified. The Consultant
agrees that any hourly or flat rate charged by it for its Work shall remain locked at
the negotiated rate(s) unless otherwise agreed to in writing. Except as specifically
provided herein,the Consultant shall be solely responsible for payment of any taxes
imposed as a result of the performance and payment of this Agreement.
B. Method of Payment. On a monthly or no less than quarterly basis during any quarter
in which Work is performed, the Consultant shall submit a voucher or invoice in a
form specified by the City, including a description of what Work has been
performed, the name of the personnel performing such Work, and any hourly labor
charge rate for such personnel. The Consultant shall also submit a final bill upon
completion of all Work. Payment shall be made by the City for Work performed
within thirty (30) calendar days after receipt and approval by the appropriate City
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representative of the voucher or invoice. If the Consultant's performance does not
meet the requirements of this Agreement, the Consultant will correct or modify its
performance to comply with the Agreement. The City may withhold payment for
work that does not meet the requirements of this Agreement.
C. Effect of Payment. Payment for any part of the Work shall not constitute a waiver by
the City of any remedies it may have against the Consultant for failure of the
Consultant to perform the Work or for any breach of this Agreement by the
Consultant.
D. Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated for
payment under this Agreement for any future fiscal period, the City shall not be
obligated to make payments for Work or amounts incurred after the end of the
current fiscal period, and this Agreement will terminate upon the completion of all
remaining Work for which funds are allocated. No penalty or expense shall accrue to
the City in the event this provision applies.
5. Termination:
A. The City reserves the right to terminate this Agreement at any time, with or without
cause by giving ten (10) calendar days' notice to the Consultant in writing. In the
event of such termination or suspension, all finished or unfinished documents, data,
studies, worksheets, models and reports, or other material prepared by the
Consultant pursuant to this Agreement shall be submitted to the City, if any are
required as part of the Work.
B. In the event this Agreement is terminated by the City, the Consultant shall be
entitled to payment for all hours worked to the effective date of termination, less all
payments previously made. If the Agreement is terminated by the City after partial
performance of Work for which the agreed compensation is a fixed fee, the City
shall pay the Consultant an equitable share of the fixed fee. This provision shall not
prevent the City from seeking any legal remedies it may have for the violation or
nonperformance of any of the provisions of this Agreement and such charges due to
the City shall be deducted from the final payment due the Consultant. No payment
shall be made by the City for any expenses incurred or work done following the
effective date of termination unless authorized in advance in writing by the City.
6. Warranties And Right To Use Work Product: Consultant represents and warrants that
Consultant will perform all Work identified in this Agreement in a professional and
workmanlike manner and in accordance with all reasonable and professional standards
and laws. Compliance with professional standards includes, as applicable, performing
the Work in compliance with applicable City standards or guidelines (e.g. design criteria
and Standard Plans for Road, Bride and Municipal Construction). Professional engineers
shall certify engineering plans, specifications, plats, and reports, as applicable, pursuant
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to RCW 18.43.070. Consultant further represents and warrants that all final work
product created for and delivered to the City pursuant to this Agreement shall be the
original work of the Consultant and free from any intellectual property encumbrance
which would restrict the City from using the work product. Consultant grants to the City
a non-exclusive, perpetual right and license to use, reproduce, distribute, adapt, modify,
and display all final work product produced pursuant to this Agreement. The City's or
other's adaptation, modification or use of the final work products other than for the
purposes of this Agreement shall be without liability to the Consultant.The provisions of
this section shall survive the expiration or termination of this Agreement.
7. Record Maintenance: The Consultant shall maintain accounts and records, which
properly reflect all direct and indirect costs expended and Work provided in the
performance of this Agreement and retain such records for as long as may be required
by applicable Washington State records retention laws, but in any event no less than six
years after the termination of this Agreement. The Consultant agrees to provide access
to and copies of any records related to this Agreement as required by the City to audit
expenditures and charges and/or to comply with the Washington State Public Records
Act (Chapter 42.56 RCW). The provisions of this section shall survive the expiration or
termination of this Agreement.
8. Public Records Compliance: To the full extent the City determines necessary to comply
with the Washington State Public Records Act, Consultant shall make a due diligent
search of all records in its possession or control relating to this Agreement and the
Work, including, but not limited to, e-mail, correspondence, notes, saved telephone
messages, recordings, photos, or drawings and provide them to the City for production.
in the event Consultant believes said records need to be protected from disclosure, it
may, at Consultant's own expense, seek judicial protection. Consultant shall indemnify,
defend, and hold harmless the City for all costs, including attorneys' fees, attendant to
any claim or litigation related to a Public Records Act request for which Consultant has
responsive records and for which Consultant has withheld records or information
contained therein, or not provided them to the City in a timely manner. Consultant shall
produce for distribution any and all records responsive to the Public Records Act request
in a timely manner, unless those records are protected by court order. The provisions of
this section shall survive the expiration or termination of this Agreement.
9. Independent Contractor Relationship:
A. The Consultant is retained by the City only for the purposes and to the extent set
forth in this Agreement. The nature of the relationship between the Consultant and
the City during the period of the Work shall be that of an independent contractor,
not employee. The Consultant, not the City, shall have the power to control and
direct the details, manner or means of Work. Specifically, but not by means of
limitation, the Consultant shall have no obligation to work any particular hours or
particular schedule, unless otherwise indicated in the Scope of Work or where
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scheduling of attendance or performance is mutually arranged due to the nature of
the Work. Consultant shall retain the right to designate the means of performing the
Work covered by this agreement, and the Consultant shall be entitled to employ
other workers at such compensation and such other conditions as it may deem
proper, provided, however, that any contract so made by the Consultant is to be
paid by it alone, and that employing such workers, it is acting individually and not as
an agent for the City.
B. The City shall not be responsible for withholding or otherwise deducting federal
income tax or Social Security or contributing to the State Industrial Insurance
Program, or otherwise assuming the duties of an employer with respect to
Consultant or any employee of the Consultant.
C. If the Consultant is a sole proprietorship or if this Agreement is with an individual,
the Consultant agrees to notify the City and complete any required form if the
Consultant retired under a State of Washington retirement system and agrees to
indemnify any losses the City may sustain through the Consultant's failure to do so.
10. Hold Harmless:The Consultant agrees to release, indemnify, defend, and hold harmless
the City, elected officials, employees, officers, representatives, and volunteers from any
and all claims, demands, actions, suits, causes of action, arbitrations, mediations,
4 proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees,
penalties, expenses, attorney's or attorneys'fees,costs, and/or litigation expenses to or
by any and all persons or entities, arising from, resulting from, or related to the
negligent acts, errors or omissions of the Consultant in its performance of this
;$ Agreement or a breach of this Agreement by Consultant, except for that portion of the
claims caused by the City's sole negligence.
Should a court of to 1 competent jurisdiction determine that this agreement is
p gsubject
RCW 4.24.115, (Validity of agreement to indemnify against liability for negligence
relative to construction, alteration, improvement, etc., of structure or improvement
attached to real estate...)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 Consultant and the City, its officers, officials, employees and
volunteers, Consultant's liability shall be only to the extent of Consultant's negligence.
It is further specifically and expressly understood that the indemnification provided in
this Agreement constitute Consultant's waiver of immunity under the Industrial
Insurance Act, RCW Title 51, solely for the purposes of this indemnification. The Parties
have mutually negotiated and agreed to this waiver. The provisions of this section shall
survive the expiration or termination of this Agreement.
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11. Gifts and Conflicts: The City's Code of Ethics and Washington State law prohibit City
employees from soliciting, accepting, or receiving any gift, gratuity or favor from any
person, firm or corporation involved in a contract or transaction. To ensure compliance
with the City's Code of Ethics and state law, the Consultant shall not give a gift of any
kind to City employees or officials. Consultant also confirms that Consultant does not
have a business interest or a close family relationship with any City officer or employee
who was, is, or will be involved in selecting the Consultant, negotiating or administering
this Agreement,or evaluating the Consultant's performance of the Work.
12. City of Renton Business License: The Consultant shall obtain a City of Renton Business
License prior to performing any Work and maintain the business license in good
standing throughout the term of this agreement with the City.
Information regarding acquiring a city business license can be found at:
http://renta_nwa.gov/business/default aspx?id=548&mid.328.
Information regarding State business licensing requirements can be found at:
http//dor wa.gov/content/doingbusiness/registermybusiness/
13. Insurance: Consultant shall secure and maintain:
A. Commercial general liability insurance in the minimum amounts of $1,000,000 for
each occurrence/$2,000,000 aggregate for the Term of this Agreement.
B. in the event that Work delivered pursuant to this Agreement either directly or
indirectly involve or require Professional Services, Professional Liability, Errors and
Omissions coverage shall be provided with minimum limits of $1,000,000 per
occurrence. "Professional Services", for the purpose of this section, shall mean any
Work provided by a licensed professional or Work that requires a professional
standard of care.
C. Workers' compensation coverage, as required by the Industrial Insurance laws of
the State of Washington, shall also be secured.
D. Commercial Automobile Liability for owned, leased, hired or non-owned, leased,
hired or non-owned, with minimum limits of $1,000,000 per occurrence combined
single limit, if there will be any use of Consultant's vehicles on the City's Premises by
or on behalf of the City, beyond normal commutes.
E. Consultant shall name the City as an Additional Insured on its commercial general
liability policy on a non-contributory primary basis.The City's insurance policies shall
not be a source for payment of any Consultant liability, nor shall the maintenance of
any insurance required by this Agreement be construed to limit the liability of
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Consultant to the coverage provided by such insurance or otherwise limit the City's
recourse to any remedy available at law or in equity.
F. Subject to the City's review and acceptance, a certificate of insurance showing the
proper endorsements, shall be delivered to the City before performing the Work.
G. Consultant shall provide the City with written notice of any policy cancellation,
within two(2) business days of their receipt of such notice.
1 14. Delays: Consultant is not responsible for delays caused by factors beyond the
Consultant's reasonable control. When such delays beyond the Consultant's reasonable
control occur, the City agrees the Consultant is not responsible for damages, nor shall
the Consultant be deemed to be in default of the Agreement.
15. Successors and Assigns: Neither the City nor the Consultant shall assign, transfer or
encumber any rights, duties or interests accruing from this Agreement without the
written consent of the other.
16. Notices: Any notice required under this Agreement will be in writing, addressed to the
appropriate party at the address which appears below(as modified in writing from time
to time by such party), and given personally, by registered or certified mail, return
receipt requested, by facsimile or by nationally recognized overnight courier service.
i Time period for notices shall be deemed to have commenced upon the date of receipt,
EXCEPT facsimile delivery will be deemed to have commenced on the first business day
following transmission. Email and telephone may be used for purposes of administering
the Agreement, but should not be used to give any formal notice required by the
Agreement.
CITY OF RENTON CONSULTANT
Ellen Bradley-Mak, HRRM Admin. Michelle Bennett,Civility Solutions
1055 South Grady Way 17737 SE 189th Street
Renton,WA 98057 Renton,WA 98058
Phone: (425)430-7657 Phone: 206-240-5180
Ebradley-mak@rentonwa.gov Mdb03@comcast.net
Fax: (425)430-7665
17. Discrimination Prohibited: Except to the extent permitted by a bona fide occupational
qualification,the Consultant agrees as follows:
A. Consultant, and Consultant's agents, employees, representatives, and volunteers
with regard to the Work performed or to be performed under this Agreement, shall
not discriminate on the basis of race, color, sex, religion, nationality, creed, marital
status, sexual orientation or preference, age (except minimum age and retirement
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provisions), honorably discharged veteran or military status, or the presence of any
sensory, mental or physical handicap, unless based upon a bona fide occupational
qualification in relationship to hiring and employment, in employment or application
for employment, the administration of the delivery of Work or any other benefits
under this Agreement, or procurement of materials or supplies.
B. The Consultant will take affirmative action to insure that applicants are employed
and that employees are treated during employment without regard to their race,
creed,color, national origin, sex,age, sexual orientation, physical, sensory or mental
handicaps, or marital status. Such action shall include, but not be limited to the
following employment, upgrading, demotion or transfer, recruitment or recruitment
advertising, layoff or termination, rates of pay or other forms of compensation and
selection for training.
C. If the Consultant fails to comply with any of this Agreement's non-discrimination
provisions, the City shall have the right, at its option, to cancel the Agreement in
whole or in part.
D. The Consultant is responsible to be aware of and in compliance with all federal,
state and local laws and regulations that may affect the satisfactory completion of
the project, which includes but is not limited to fair labor laws, worker's
compensation, and Title VI of the Federal Civil Rights Act of 1964, and will comply
with City of Renton Council Resolution Number 4085.
18. Miscellaneous:The parties hereby acknowledge:
A. The City is not responsible to train or provide training for Consultant.
B. Consultant will not be reimbursed for job related expenses except to the extent
specifically agreed within the attached exhibits.
C. Consultant shall furnish all tools and/or materials necessary to perform the Work
except to the extent specifically agreed within the attached exhibits.
D. In the event special training, licensing, or certification is required for Consultant to
provide Work he/she will acquire or maintain such at his/her own expense and, if
Consultant employs, sub-contracts, or otherwise assigns the responsibility to
perform the Work, said employee/sub-contractor/assignee will acquire and or
maintain such training, licensing, or certification.
E. This is a non-exclusive agreement and Consultant is free to provide his/her Work to
other entities, so long as there is no interruption or interference with the provision
of Work called for in this Agreement.
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F. Consultant is responsible for his/her own insurance, including, but not limited to
health insurance.
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G. Consultant is responsible for his/her own Worker's Compensation coverage as well
as that for any persons employed by the Consultant.
19. Other Provisions:
A. Approval Authority. Each individual executing this Agreement on behalf of the City
and Consultant represents and warrants that such individuals are duly authorized to
execute and deliver this Agreement on behalf of the City or Consultant.
B. General Administration and Management. The City's project manager is Ellen
Bradley-Mak, HRRM Administrator. In providing Work, Consultant shall coordinate
q with the City's contract manager or his/her designee.
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C. Amendment and Modification. This Agreement may be amended only by an
instrument in writing, duly executed by both Parties.
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D. Conflicts. In the event of any inconsistencies between Consultant proposals and this
Agreement, the terms of this Agreement shall prevail. Any exhibits/attachments to
this Agreement are incorporated by reference only to the extent of the purpose for
which they are referenced within this Agreement. To the extent a Consultant
prepared exhibit conflicts with the terms in the body of this Agreement or contains
3 terms that are extraneous to the purpose for which it is referenced,the terms in the
body of this Agreement shall prevail and the extraneous terms shall not be
incorporated herein.
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E. Governing Law. This Agreement shall be made in and shall be governed by and
interpreted in accordance with the laws of the State of Washington and the City of
Renton. Consultant and all of the Consultant's employees shall perform the Work in
accordance with all applicable federal, state, county and city laws, codes and
ordinances.
F. Joint Drafting Effort. This Agreement shall be considered for all purposes as
prepared by the joint efforts of the Parties and shall not be construed against one
party or the other as a result of the preparation, substitution, submission or other
event of negotiation, drafting or execution.
G. Jurisdiction and Venue. Any lawsuit or legal action brought by any party to enforce
or interpret this Agreement or any of its terms or covenants shall be brought in the
King County Superior Court for the State of Washington at the Maleng Regional
Justice Center in Kent, King County,Washington, or its replacement or successor.
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H. Severability. A court of competent jurisdiction's determination that any provision or
part of this Agreement is illegal or unenforceable shall not cancel or invalidate the
remainder of this Agreement,which shall remain in full force and effect.
1. Sole and Entire Agreement. This Agreement contains the entire agreement of the
Parties and any representations or understandings, whether oral or written, not
incorporated are excluded.
J. Time is of the Essence. Time is of the essence of this Agreement and each and ail of
its provisions in which performance is a factor. Adherence to completion dates set
forth in the description of the Work is essential to the Consultant's performance of
this Agreement.
K. Third-Party Beneficiaries. Nothing in this Agreement is intended to, nor shall be
construed to give any rights or benefits`1►"rwthe Agreement to anyone other than the
Parties, and all duties and responsibilities undertaken pursuant to this Agreement
will be for the sole and exclusive benefit of the Parties and no one else.
L. Binding Effect. The Parties each bind themselves,their partners, successors, assigns,
and legal representatives to the other party to this Agreement, and to the partners,
successors, assigns, and legal representatives of such other party with respect to all
covenants of the Agreement.
M. Waivers. All waivers shall be in writing and signed by the waiving party. Either
party's failure to enforce any provision of this Agreement shall not be a waiver and
shall not prevent either the City or Consultant from enforcing that provision or any
other provision of this Agreement in the future. Waiver of breach of any provision of
this Agreement shall not be deemed to be a waiver of any prior or subsequent
breach unless it is expressly waived in writing.
N. Counterparts. The Parties may execute this Agreement in any number of
counterparts, each of which shall constitute an original, and all of which will
together constitute this one Agreement.
IN WITNESS WHEREOF, the Parties have voluntarily entered into this Agreement as of the date
last signed by the Parties below.
CITY OF RENTON CONSULTANT
40 / Ae4,44.,(3-1/,
By: • By: ,.r ri_
Ellen Bradley-Mak Michelle Bennett
HRRM Administrator Managing Member
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Date Date
Attest
Jason A. Seth
City Clerk
Approved as to Legal Form
4e
Shane Moloney
Renton City Attorney
Contract Template Updated 07/19/2017
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Exhibit A
Workplace Civility Training (Workshop) Outline
Trainer: Dr. Michelle Bennett
Proposed workshop date: 2018
Suggested Workshop Title: Creating a Civil and Bully-Free Workplace
Brief description of workshop content
Workplace incivility can be defined as a rude or discourteous act, and/or the practice of
behaviors that undermine the credibility and productivity of others.A workplace bully
subjects the target to unjustified criticism, destructive gossip, and trivial fault-finding. In
addition, he or she humiliates the target, especially in front of others, and ignores,
overrules, isolates and excludes the target. Finally,workplace bullies intimidate or subject
co-workers to hostility or ill treatment.These actions cause another person to feel afraid,
humiliated, embarrassed,threatened or shamed.
Repeated incidents of workplace harassment and bullying create and enforce an imbalance
of power within the workplace. Recent research indicates bullied employees spend
between 10% and 52% of their time at work worrying about how they are being treated.
These employees spend time defending themselves and networking for support,thinking
about the situation, experiencing de-motivation and stress,and often end up taking sick
leave due to stress-related illnesses.
A recent U.S. study estimates 1 in 5 American workers
has experienced destructive bullying in the past year.
Employees who have apprehension about going to work, experience false accusations of
incompetence and/or experience agitation and anxiety while they are at work are in need
of intervention and training to promote a positive workplace atmosphere.
Additionally, employees who face destructive gossip/slander while in the workplace or
online during/after workplace hours often feel the helplessness this type of behavior
elicits. These employees are many times at a loss as to where to even begin to address such
behaviors.
It is necessary to discuss the effects, describe consequences and give tools to positively
address such behaviors. It is also important to promote empathy and awareness for others'
feelings in the workplace and to praise other workers for acts of kindness and respect.
Together,we can all contribute to ending workplace incivility and bullying.
Creating a Civil and Bully-Free Workplace training is a comprehensive training designed to
foster understanding, meaning, and clarity as well as the legal ramifications regarding the
topics of workplace incivility, bullying, and violence.Workshop participants will learn
about the causes of,and damaging effects of, negative workplace behaviors and actions.
Participants will also learn powerful tools,tips and techniques to confront and address
these behaviors and to confidently combat workplace incivility and bullying.
This highly interactive workshop provides new concepts and tools participants can
apply immediately to plan for and build a respectful, safe and accountable culture at
work.
Workshop Objectives
The objective of this training is to assist participants in addressing workplace incivility
issues and combating workplace bullying.
In this presentation:
• An introduction to workplace civility(and online harassment) including
definitions, constructs and effects of such behaviors will be discussed.
• Bully motivators,tools for supervisors, effects on workplace productivity and
liability issues related to workplace bullying will be taught.
• Tools for employees to recognize, confront, and work-through negative or
destructive workplace behaviors will be described.
• Tools for employees and supervisors to positively address and implement
effective solutions, prevention and interventions for destructive workplace
behaviors (such as gossiping) will also be addressed.
• Policy and procedure for confronting and documenting such behaviors will be
offered.
Participant Outcomes
As a result of fully participating in the workshop, participants will be able to:
1. Define and identify examples of workplace incivility, bullying and violence
2. Be able to identify and define cyber-bullying
3. Be able to identify, address and combat workplace gossip
Covered in Part 1:Introduction to Workplace Incivility and Bullying
4. Identify the effects and consequences of workplace incivility and bullying
5. Define the motivators of workplace incivility and bullying
6. Recognize lost productivity and potential liability issues related to workplace bullying
Covered in Part 2: Destructive Workplace Incivility and Bullying
7. Recognize tips and tools to work effectively as both a supervisor and employee in order
to support a positive workplace culture.
8. Identify 4 steps to combat workplace incivility and bullying
9. Identify 6 steps to build a civil workplace culture
10.Identify policies and procedures to effectively address workplace incivility and bullying
Covered in Part 3; Combating Workplace Incivility and Bullying
Workshop format/structure:
4-hour workshop (with 3 ten-minute breaks and 15-minute question and answer session)
Instructional Methods:
• Lecture
• Demonstration
• Handouts
• Video Examples
• Audience Participation
• Visual Aids - PowerPoint: The format of this training will be an interactive and
visual PowerPoint presentation coupled with presenter feedback, and a question
and answer session.
Learner Assessment
Group Discussion, plus Evaluation of Workshop
Workshop Outline
Introduction, Session Logistics, Key Learning Outcomes
60 Minutes: PART 1: Introduction to Workplace Incivility and Bullying
1. Definition and examples of workplace incivility and bullying
2. Identifying, addressing and combating workplace gossip
3. Defining, identifying and addressing cyber-bullying
10 Minutes: Break
60 Minutes: PART II: Destructive Workplace Incivility and Bullying
4. Effects and Consequences of workplace incivility and bullying
5. Motivators of workplace incivility and bullying
6. Be able to recognize lost productivity and potential liability issues related to
workplace bullying
10 Minutes: Break
60 Minutes: PART III: Combating Workplace Bullying
7. Be able to recognize tips and tools to work effectively as both a supervisor and
employee in order to support a positive workplace culture.
8. Be able to identify 4 steps to combat workplace incivility and bullying
9. Be able to identify 6 steps to build a civil workplace culture
10.identify policies and procedures to effectively address workplace incivility and
bullying
10 Minutes: Break
30 Minutes: In Closing...
11. Question&Answer
10 Evaluation of Workshop
Equipment needed:
1. LCD projector and screen. Projector must have HDMI capability.
2. Audio speakers
Brief biography
A bio is attached for Dr. Michelle Bennett
Contact Information
Dr. Michelle Bennett
17737 SE 189th Street
Renton,WA 98058
Phone: (206) 240-5180
Email: michelle@civility.us
Website: www.Civility.us