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HomeMy WebLinkAboutContract CAG-17-210 .,_,_,..,,.�....�.. �` ���� � .�..•-�,�. .��c��� ;�`� PROFESSIONAL SERVICES AGREEMENT FOR SPEAKING AND TRAINING SERVICES �� �THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made as of the�day of �U�� 20 . , (the "Effective Date"), between the CITY OF RENTON, Washington municipal corporati , ("Renton"), and Daniel Markovitz., ("Contractor"), to provide professional speakin� and workshop facilitation. Renton and Contractor are, at times, collectively referred to as the "Parties". The Parties are located and do business at the addresses immediately below which shall be valid for any notice required under this Agreement: CITY OF RENTON: CONTRACTOR'S CO. NAME: Kristi Rowland Daniel Markovitz 1055 South Grady Way Markovitz Consulting Renton, WA 98057-3232 34 Crescent Road (425)430-6947 (telephone) Corte Mader,CA 94925 KRowland@rentonwa.gov 917 364 1864 dan@markovitzconsulting.com The Parties agree as follows: 1. TERM. The term of this Agreement shall commence upon the Effective Date of this Agreement, which shall be the date of mutual execution, and shall continue until the completion of the Work, but in any event no (ater than December 31, 2017 ("Term"). This Agreement may be extended for additional periods of time upon the mutual written agreement of Renton and the Contractor. Contractor shall commence performance of the Services pursuant to the schedule set forth in Exhibit A. 2. SERVICES. The Contractor shall perform the services, more specifically described in Exhibit "A", which is attached and fully incorporated into this agreement by reference ("Services"), in a manner consistent with the accepted professional practices for other similar services within the Puget Sound region in effect at the time those services are performed, performed to Renton's satisfaction, within the time period prescribed by Renton and pursuant to the direction of the Mayor or his or her designee. The Contractor warrants that it has the requisite training, skill, and experience necessary to provide the Services and is appropriately accredited and licensed by all applicable agencies and governmental entities (if licensing is required), including but not limited to obtaining a City of Renton business license. Alterations to the scope of the Services shall not be effective unless and until the Parties mutually agree. Compensation for such alterations shall be adjusted upon mutual consent of the Parties. ?�.1� ' 3�,i��i ���:'�ti..� 4=11.'� ``i. �i.t.. .-5!�.ti�.?L';�` I 3. TERMINATION. 3.1 The party may terminate this Agreement, with or without cause, upon providing the other party thirty(30) calendar days' written notice at its address set forth above. In the event of termination, the Contractor shall be paid for services performed up to the termination date and accepted as conforming work by Renton, less any costs or expenses incurred by Renton as a result of the Contractor's breach of the Agreement. In the event of termination, all finished or unfinished documents, data, studies, surveys, and presentations prepared by the Contractor shall become Renton's property, and the Contractor shall be entitled to receive just and equitable compensation for any work completed on such documents and other materials, unless such documents or materials failed to conform to the Agreement. Renton may terminate this Agreement immediately if the Contractor fails to maintain required insurance policies, breaches confidentiality, or materially violates Section 12 (Equal Opportunity Employer); and such may result in ineligibility for further City agreements. 3.2 If the Contractor is unavailable to perform the Services, Renton may, at its option, cancel this Agreement immediately. The Contractor reserves the right to terminate this Agreement with not less than sixty (60) days' written notice, or in the event outstanding invoices are not paid within the schedule set out in Section 4, below. 3.3 Nothing in this Section shall prevent either Party from seeking any legal remedy it may have for the violation or nonperformance of any of the provisions of this Agreement. 4. COMPENSATION. 4.1 Amount. In return for the Services, Renton agrees to pay the Contractor an amount not to exceed a maximum amount and according to a rate or method as delineated in Exhibit"B", which is attached and fully incorporated into this agreement by reference. Except as otherwise provided in Exhibit "B", the Contractor shall be solely responsible for the payment of any taxes imposed by any jurisdiction or authority as a result of the performance and payment of this Agreement. 4.2 Method of Payment. On a monthly basis, the Contractor shall submit a voucher or invoice in the form specified by Renton, including a description of what Services have been performed, the name of the personnel performing such Services, and any hourly labor charge rate for such personnel. The Contractor shall also submit a final bill upon completion of all Services. Payment shall be made on a monthly basis by Renton only after the Services have been performed and within thirty(30) calendar days after receipt and approval by the appropriate city representative of the voucher or invoice. If the Services do not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement. Renton may withhold payment for such work until the work meets the Agreement requirements. .....'� i��i.%. �}i. e.'ti1 i�,��.i �?�.�\ �... :'4 -..4�:?L"4t 2 4.3 Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, Renton shall not be obligated to make payments for Services or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Services for which funds are allocated. No penalty or expense shall accrue to Renton in the event this provision applies. 5. HOLD HARMLESS AND INDEMNIFICATION. 5.1 Contractor Indemnification. The Contractor agrees to release, indemnify, defend, and hold harmless Renton, its agents, attorneys, elected officials, employees, insurers, officers, representatives, and volunteers from any and all claims, demands,actions, suits, causes of action, arbitrations, mediations, 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, including, without limitation, their respective agents, licensees, or representatives, arising from, resulting from, or in connection with this Agreement or the acts, errors or omissions of the Contractor in performance of this Agreement, except for that portion of the claims caused by Renton's sole negligence. 5.2 Industrial Insurance. tt is further specifically and expressly understood that the indemnification provided in this Agreement constitutes Contractor'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 provision of this Section 5, shall survive the expiration or termination of this Agreement. 6. CONFIDENTIALITY. All information regarding Renton obtained by Contractor in performance of this Agreement shall be considered confidential subject to applicable laws. Breach of confidentiality by the Contractor may be grounds for immediate termination. All records submitted by Renton to the Contractor will be safeguarded by the Contractor. The Contractor will fully cooperate with Renton in identifying, assembling, and providing records in case of any public records disclosure request. 7. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design specifications, records,files,computer disks, magnetic media or material which may be produced or modified by Contractor while performing the Services shall belong to the City of Renton upon delivery. The Contractor shall make such data, documents, and files available to Renton and shall deliver all needed or contracted for work product upon Renton's request. At the expiration or termination of this Agreement, all originals and copies of any such work product remaining in the possession of Contractor shall be delivered to Renton. Contractor , represents that and warrants that all final work product that is created for and delivered to Renton pursuant to this Agreement shall be the original work of the Contractor for which Contractor holds the title and intellectual property rights. -„� , �5-=t,. ,�:;a _ �w„ ��� �:__ ���_. w3=���,., 3 8. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Services and maintain such accounting procedures and practices as may be deemed necessary by Renton to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to audit, copy, inspect, or review by Renton, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. The Contractor agrees to provide access to or copies of, at Renton's option, any records related to theis Agreement as may be required to comply with the Washington State Public Records Act, RCW 42.56. The Contractor also agrees to require each of its subcontractors, agents, representatives to also maintain their records and make them available for audit, copying, inspection, or review as required in this section. 9. PUBLIC RECORDS COMPLIANCE: To the full extent the City determines necessary to comply with the Washington State Public Records Act,Contractor shall make a due diligent search of all records in its possession, 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 Contractor believes said records need to be protected from disclosure, it shall, at Contractor's own expense, seek judicial protection. Contractor 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 Contractor has responsive records and for which Contractor has withheld records or information contained therein, or not provided them to the City in a timely manner. Contractor 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. 10. INDEPENDENT CONTRACTOR. 10.1 The Contractor 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 Contractor and the City during the period of the Services shall be that of an independent contractor, not . employee. The Contractor, not the City, shall have the power to control and direct the details, manner or means of Services. Specifically, but not by means of limitation, the Contractor shall have no obligation to work any particular hours or particular schedule, unless otherwise indicated in the Scope of Work or where scheduling of attendance or performance is mutually arranged due to publicized classes or activities. Contractor shall retain the right to designate the means of performing the Services covered by this agreement, and the Contractor shall be entitled to employ other workers at such compensation and such other conditions as it may deem proper, provided, however,that �'#)�i (}�'��! �3�,t�i:a�i�l1,3� ��u; ,.,�� :��::.t`�'c111ci71 4 any contract so made by the Contractor is to be paid by it alone,and that employing such workers, it is acting individually and not as an agent for the City. 10.2 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 Contractor or any employee of the Contractor. 10.3 If the Contractor is a sole proprietorship or if this Agreement is with an individual, the Contractor agrees to notify the City and complete any required form if the Contractor retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Contractor's failure to do so. 11. Insurance: Consultant shall secure and maintain Workers' compensation coverage, as required by the Industrial Insurance laws of the State of Washington, shall also be secured. 12. CONFLICT OF INTEREST. It is recognized that Contractor may or will be performing professional services during the Term for other parties; however, such performance of other services shall not conflict with or interfere with Contractor's ability to perform the Services. Contractor agrees to resolve any such conflicts of interest in favor of Renton. Contractor confirms that Contractor 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 the Contractor's selection, negotiation, drafting, signing, administration, or evaluating the Contractor's performance. 13. NON-DISCRIMINATION AND COMPLIANCE WITH ALL APPLICABLE LAWS. Except to the extent permitted by a bona-fide occupational qualification, the Contractor agrees as follows: The Contractor will not discriminate against any employee or applicant for employment because of race, creed, color, national origin, sex, age, sexual orientation, physical, sensory or mental handicaps, military status, or marital status, or any other class protected by Chapter 49.60 RCW, Title VI of the Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49 CFR Part 21, 21.5 and 26, or any other applicable federal, state, or local law or regulation regarding non-discrimination. The Contractor 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, military status, 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. m.'' a�`.'(i j zs�.�',,.'>s i .. \>??.r_;',� :-� _...rLl'( 5 The Contractor will, in all solicitations for employee's job orders placed with any employment agency or other firm or agency, state that all qualified applicants will receive consideration for employment without regard for race, creed, color national origin, sex, age, sexual orientation, physical, sensory or mental handicaps, military status, or marital status. The words "equal opportunity employer" in advertisements shall constitute compliance with this paragraph. The Contractor will include the provisions of the foregoing paragraphs in every subcontract or purchase order for the goods or services that are subject matter of this contract. In the event of non-compliance by the Contractor with any of the non-discrimination provisions of the contract, Renton shall have the right, at its option, to immediately cancel the contract in whole or in part, without penalty. If the Agreement is canceled based on non-compliance with this section of the Agreement after partial performance, Renton shall be obligated to pay the fair market value or the contract price, whichever is lower, for good or services which have been received and accepted. The Contractor is solely responsible for knowledge of and compliance with all federal, state and local laws and regulations that might affect the satisfactory completion of the project, which includes but is not limited to fair labor laws and worker's compensation. Renton requires all businesses and individuals doing business in Renton to have and maintain a valid City of Renton business license. (For Renton licensing information call 425-430-6851). Contractor shall, prior to the provision of services pursuant to this Agreement, obtain a City of Renton business license and shall maintain that license for the duration of the Term of this Agreement. 14. GENERAL PROVISIONS. 14.1 Approval Authority. Each individual executing this Agreement on behalf of Renton and Contractor represents and warrants that such individual is duly authorized to executed and deliver this Agreement on behalf of the respective Party and bind said Party. 14.2 Assi�nment.The Parties may not assign any portion of this Agreement without the non-assigning party's written consent, and any assignment in violation of this provision shall be void. If the non-assigning party gives its written consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. 14.3 Assi�ns and Successors. Renton and the Contractor each binds itself, its 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. �} ; (}?{i E �r �.�,i4 ���': 'z�� _, 4 �..??L��� 6 14.4 Attornev's or Attornevs' Fees. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all its own legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section S of this Agreement. 14.5 Choice of Law and Venue. This Agreement shall be made in, governed by, and interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or claim arising from this Agreement, the exclusive means of resolving that dispute, difference,or claim,shall be by filing suit under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over such a suit, then suit may be filed in any other appropriate court in King County, Washington. Each party consents to the personal jurisdiction of the state and federal courts in King County, Washington and waives any objection that such courts are an inconvenient forum. 14.6 Compliance with Laws. Contractor agrees to comply with all federal, state, and municipal laws, rules, regulations, or guidelines that exist or come into existence that are applicable to Contractor's business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those operations. 14.7 Conflicts. In the event of any inconsistencies between Contractor 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 Contractor prepared exhibit conflicts with the terms in the body of this Agreement or contains 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. 14.8 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. 14.9 Ethics Violation. If a violation of Renton's Ethics Resolution No. 91-54, as amended, occurs as a result of the formation or performance of this Agreement, this Agreement may be rendered null and void, at Renton's option. 14.10 Execution. Each individual executing this Agreement on behalf of Renton and Contractor represents and warrants that such individual is duly authorized to execute and deliver this Agreement.This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto 3;.1 {'�t.f� }1 ,�s'4.ti .,..' .`}4. ..v* �:�_. �.�.F'A"�;it 7 had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart. The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature and acknowledgment pages. 14.11 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declared invalid, inoperative, null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement. No provision of this Agreement, including this provision, may be amended, waived, or modified except by written agreement signed by duly authorized representatives of the Parties. 14.12 Mediation. Mediation may precede arbitration by mutual consent of the Parties. 14.13 Modification. No waiver,alteration,or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by each party's duly authorized representative. 14.14 Notices. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set forth above. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies available to Renton at law, in equity or by statute. 14.15 Public Document/Public Disclosure. This Agreement may be considered a public document and will be available for reasonable inspection and copying by the public during regular business hours, pursuant to RCW 42.56(Public records act). 14.16 Remedies. Any remedies provided for in this Agreement are non-exclusive, and shall be cumulative with all other remedies available to Renton at law, in equity, or by statutes, unless specifically waived in this Agreement or in a subsequent signed document signed by Renton's authorized representative. _.�.!� r,m i.�i E� .'1i'?` i,,, Sc.E l�.,_.. -� 4 ..`I'r..;is. O 14.17 Sin�ular, Plural and Gender. Whenever required by the context of Agreement, the singular shall include the plural and the plural shall include the singular. The masculine, feminine and neuter genders shall each include the other. 14.18 Sole and Entire A�reement.This Agreement is the entire agreement between the Parties and any representations or understandings, whether oral or written, not incorporated by reference into this Agreement are excluded. 14.19 Time is of the Essence. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the Contractor's performance of this Agreement. Any notices required to be given by the Parties shall be delivered at the addresses set forth at the beginning of this Agreement. 14.20 Third-Partv Beneficiaries. Nothing in this Agreement is intended to, nor shall be construed to give any rights or benefits in the Agreement to anyone other than Renton and Contractor,and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of Renton and Contractor and no one else. 14.21 Written Notice. All communications regarding this Agreement shall be sent to the Parties at the addresses listed on page one of the Agreement, unless notified to the contrary. Any written notice shall become effective three(3) business days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be specified by the recipient Party in writing. 14.22 Gifts and Conflicts. Renton'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 Contractor shall not give a gift of any kind to City employees or officials. Contractor represents and confirms that it 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 Contractor, negotiating, or administering this Agreement, or evaluating the Contractor's performance of the Services. 14.23 Joint Draftin� 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��. , a�-{�; a. .:;� . n', ��z rc�� .s a ,_;>� 9 14.24 SeverabilitV. A court of competent jurisdiction's determination that any provision or part of thi5 Agreement is illegal or unenforceable shall not cancel or invalidate the remainder of this Agreement, which shall rernain in full force and effect. 14.25 Successors and Assi�ns. The Parties each bind themselves, their partners, successors, assigns, and legal representatives to the terms, covenants, and provisions contained in this Agreement. 14.26 Waivers. Any waivers of the terms, covenants, or provisions of this Agreement must be in writing and signed by the waiving Party. Either Party's failure to enforce any provision of the Agreement shall not be a waiver and shall not prevent either Renton or Contractor 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. IN WITNESS, the Parties execute this Agreement as of the Effective Date written above. CITY OF RENTON APPROVED AS TO FORM � ' ��. Jay Coving CAO Sh�ney � s�'�r-''f� G'�i�I ;� �—��--� � � DATE DATE t0 Daniel Markovitz By: • Printed Name: Title: DATE: ��, r,- 'v;; t'. .__>� . a1 ��v,�.,,. > �€�.�i�t I1 EXHIBIT��A" SERVICES Daniel Markovitz This scope of work outlines the expected deliverables for the contract between Dan Markovitz("Contractor") and the City of Renton ("City")for the period beginning November 1 and ending November 30�2017. The engagement will be based on each of the books, Building the Fit Organization: Six Core Principles for Making Your Company Stronger, Faster, and More Competitive and A Factory of One: Applying Lean Principles to Banish Waste and Improve Your Personal Performance, and will educate local government leaders and employees on continuous improvement strategies for individual and organizational performance. Schedule(subject to change by mutuai agreement): • Monday, 11/6/17 arrive at SeaTac International Airport. Travel to Tacoma for overnight stay. • Tuesday 11/7/17 - lead the FIT Organization workshop approximately 8am-5pm. Tacoma, overnight. • Wednesday 11/8/17 — lead the Factory of One workshop, approximately 8am-1pm. Travel to SeaTac International Airport for return flight. The foilowing synopses describe the purpose and general content of each workshop. Tuesday: A FACTORY OF ONE: This keynote draws on the concepts from my Shingo Research Award- winning book of the same title. Attendees learn how to apply lean manufacturing principles to individual work so that they can get more value-added works done with less effort. Wednesday: THE FIT ORGANIZATION: This presentation, based on my new book, Building the Fit Organization, presents the six core principles that will make any organization stronger, faster, and more competitive. By reframing continuous improvement as a journey towards organizational fitness,it provides a non- alienating cognitive and cultural on-ramp for the audience. Who Attends: The Target Audience for these workshops are all levels of local and county government empioyees who have minimal to expert exposure to lean methodologies. Exl�iihit C' 1 EXffiBIT"B" COMPENSATION 1. Total Compensation: In return for the Services, Renton shall pay the Contractor a fixed price amount not to exceed sixteen thousand dollars_($16,000.00) $15,000= Speaking Fees, to inciude: • Leading two workshops over a day and a half • Preparation, planning and coordination of workshop activities • Follow up discussion post-event to review lessons learned • Materials and supplies required for the workshop $ 1,000 =Transportation and Lodging • Air travel ($300) • NYC Taxi ($60) • Seattle Taxi ($140) • Overnight accommodations($300) • Meals ($200) An invoice for speaking fees and itemized expenses with supporting, original receipts for all agreed upon expenses will be provided by the contractor. Exlzik�it C" 1