HomeMy WebLinkAboutCAG2020-148 - Original - Fearless Resilience LLC - Resiliency Training - 01/16/2020ApprovalOriginator:Department:
Date Sent:Date Required:
Authorized to Sign:
o Director or Designee o Mayor
Date of Council Approval:
Budget Account Number:
Budget? o Yes o No
Grant? o Yes o No
Type:Review/Signatures/RoutingDate Received by City Attorney:Comments:
Date Routed to the Mayor’s Office:
Date Routed to the City Clerk’s Office:Agreement InformationVendor Name:Category:
Vendor Number:Sub-Category:
Project Name:
Project Details:
Agreement Amount:
Start Date:
Basis for Selection of Contractor:
Termination Date:
Local Business? o Yes o No*
*If meets requirements per KCC 3.70.100, please complete “Vendor Purchase-Local Exceptions” form on Cityspace.
Notice required prior to disclosure?
o Yes o No
Contract Number:
Agreement Routing Form
For Approvals, Signatures and Records Management
This form combines & replaces the Request for Mayor’s Signature and Contract Cover Sheet forms.
(Print on pink or cherry colored paper)
Visit Documents.KentWA.gov to obtain copies of all agreementsadccW22373_1_20
CONSULTING SERVTCES AGREEMENT
This Consulting Services Agreement ("Agrcement") is made and entercd iuto as of January 16,Z02A,by
and between FEARLESS RESILIENCE LLC, a Washington limitecl liability company ("eSrÊc!!anf"), and the
City of Kent Police Department ("Ç!!g4!").
l. Consulting Services. Pursuant to the telnrs and contlitiurrs of this Agreement, Consult¿nt
agrees to perform ceúain services (the "Conqglligg_Servlceg") for Client, as Í1ore fully specified in
Sohedule l.
2, Term. The term of this Agreement (the "fg¡¡q") shall commence upon the mutual execution
of this Agreement, atrd, unless earlier terminated in accordance with Section 8, shall continue through the
completion of the Consulting Services detailed on Schedule L
3. Fees and Expenses. The fees fol the Consulting Seryices shall be as set forth in Schçdule l.
Client shall also reimburse Consultant for its reasonable actual out-oÊpocket expenses incurred i¡l
connection with the Consulting Services.
4. Pafment Terms, Client shall be billed for the Consulting Services in accordance with
Schedule 1. All payrnents shall be due upon Client's receipt of the invoice. Any amount not paid within
thirty (30) days of the invoice date shall accrue interest at the rate of one percent (1.0%) per rnonth until
paid.
5. Indepe4dent Contractor. Consultant represents to Client that Consultant is, and Client
engages Consultant only as, an independent corìtmctor for the purpose of performing the Consulting
Services. Nothing in this Agreement shall be constlued to create a joint venture, partnership, or agency
relationship between the parties. Client is to have no control or supervision over the particular means,
manner or methods by which Consultant accomplishes the performance of the Consulting Seruices, such
matters being in the exclusive charge and control of Consultant. Consultant is not erigaged as an agent of
Clieng and Consultant is not authorized to act on behalf of Client or to make any commitments to any tlird
person for Client. Consultant, in the performance of selices hereunder, shall comply with all applicable
laws, ordinances, rules and other requirements norv or hereafter in effect of any applicable governmental
authority.
6, Assumptions and Clienf Resnonsibilities. Client shall cooperate with Consultant in good
faith and provide Consultant with such information and materials as Consultant may reasonably request
from to time to facilitate the Consulting Services. Consultant shall not be liable for any delays or additional
costs incurred as a result ol'Client's failure to fulfìll its obligations under this Agreement, and shall have
the right to suspend its perfonnance under this Agreement until Client meets such obligations.
7 - Scope Changes. If Client and Consultant rnutually agree to rnodify the scope and/or dates of
the Consulting Setvices, the same may only be evidenced by an executed written addendum documenting
the changes to the scope and/or dates of the Consulting Services, and the resulting change in price.
8. Termination.
a, Either Client or Customer may tetminate this Agreement, without cause, upon thirty
(30) days written notice to the other, provided that if Client terminates the Agreement under this Section,
Client shall pay Consultant in full for all Consulting Services provided prior to the effective date of
termination, and shall reimburse Consultant fbr any re¿Ìsonable actual out-of-pocket expenses incurred prior
to the efÊoctive date of tonnination.
b. Either party may terminate this Agreement in the event of a material breach by the
other par1y, provided that the non-breachingparty gives the breaching party ten (10) days' written notise
of its intention to tenninate for cause specifying the breach, and the breach is not cured within the ten (10)
day notice period. During the notice period the non-breaching pafy shall have the right to suspend its
performance under this Agreement.
9. Ownerslrip of Intellectual Prnnerfv. Consultant expressly retains and reserves all
intellectual properly rights, including without limitation all patents, copyrights, fiademarks, service marks,
and trade secrets contained in any presentation or materials or used in connection with the Consultant
Services (the "Intellectual Pronerty").
10. Confidentiallnformation
a. For purposes of this Agreemenl the term "Confidential In " shall mean non-
public information that either party designates as being confidential or which, under the circumstances
surrounding disclosure, reasonably ought to be treated as confidential. Confidential Information disclosed
to a party by any employee, agent, representative, or affiliate of the other party is covered by this
Agreement.
b. Confidential Infotmation shall not include any information that: (i) is or subsequently
becomes publicly available without a breach of any obligation of confidentiatity owed to a party under this
Agreemont or by any third parfy; (ii) was already known to aparty before the other party"s disclosure of
such information; (iii) became known to a party from a source other than the other parly and other than by
a breach of an obligation of confidentiality owed to the party by such source; or (iv) is independently
developed by apafiy.
c. Neither parfy shall disclose any Confidential Information to third parties for at least
two (2) years following the termination of this Agreement. Providecl, however, that a party may disclose
Confidential Information to its professional advisors on a need-to-know basis if such advisors have agreed
to keep such information confidential in the same or a substantially similar rìanner as provided for in this
Agreement. Neither parfy shall use any Confidential Information oxcept as expressly permitted by, or as
required to achieve the purposes of this Agreement
d. Notwithstanding anything contained in Section 10(c) to the contrary, a party may
disclose Confidential Information in accordance with a judicial or other governmental order or as may be
required by statute. Provided, however, thaf apafty so disclosing Confidential Information (the "Disclosing
Parry") shall give the other party (the "Protected-Bgfly") as much advance notice as reasonably possible
of any such disclosure so that the Protecte.d Party may seek a protective order or other remedy. The
Disclosing Parly shall comply with any protective order or equivalent relating to the Confidential
Information. If such a protective order is not obtained, the Disclosing Party shall use its reasonable best
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efforts to ensure that only the minimum portion of the Confidential Information necessary to comply with
the law is disclosed
e. Each party shall take reasonable security precautions, at least as great as the
precautions it takes to protect its own confidential information of a similar nature, to keep confidential the
Confi dential Information.
11. Standard of Services: Exclusiye Remedv. Consultant shall perform the Consulting Services
inconfotmancewithgenerallyrecognizedprofessional standards for performing services ofa similar
kind. Consultant shall assign only suiøbly trained and experienced personnel to the performance of the
Consulting Services. Should any of the Consulting Services not comply with the foregoing standard, Client
shall promptly so notiff Consultant, and Consult¿nt shall use commercially reasonable efforts to cause the
Consulting Services to comply with the applicable standard. IF COMPLIANT CONSULTING SERVICES
CANNOT BE PROVIDED WITHIN A REASONABLE TIME AFTER NOTIFICATION, CLIENT'S
SOLE AND EXCLUSIVE FËMEDY SHALL BE TO TERMINATE THIS ACREEMENT AND
RECEIVE A REFUND OF ALL AMOLTNTS PAID TO CONSULTANT.
12. NO Other Warranties. EXCEPT AS EXPRESSLY SET FORTH IN SECTION I1, NO
OTHER WARRANTIES, EXPRESS OR IMPLIED (INCLUDING ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) SHALL APPLY TO THE
CONSULTING SERVICES OR DELIVERABLES.
13. Limitation ,of Damases. In no event shall either party be liable to the other for
consequential, incidental, special, or indirect damages (including, without limit¿tion, lost profits), even if
such party was advised ofthe possibility of the occurence of such damages.
14. Indemnification. Consultant shall indemnify and hold harmless Client and Client's agents,
employees, officers, and directors, frorn and against all losses, liabilities, damages, demands, costs, and
expenses (including without limitation reasonable attorney fees and court costs), to the extent arising out
of any negligent act or omission of Consultant in connection with the Consulting Services.
15. Marketing Materials. Client agrees that Consultant may use exoorpts of any written
feedback, evaluations, or sulveys provided by Client or its employees or personnel for Consultant's
marketing or ptomotional purposes. Consultant agrees, however, not to use or publish any individual names
of Client's employees or personnel without first obtaining the written consent of the individual.
t6. Entire Asreement/Modi{ïcations. This Agreement supersedes all prior negotiations and
agreetnents between the parties, and constitutes their entire understanding, with respect to the subject matter
contained herein. This Agreement may not be modified exoept by a writing signed by both parties
subsequent to this Agreement.
17. Assisnment. Neither patty may assign any of its rights or obligations under this Agreement
without the written consent of the other, and any attempt to do so shall be void.
18. Governins Law and Venue. This Agreement, and its application and interpretation, shall
be governed exclusively by its tenns and by the intemal laws of the State of Washington. Any action
relating to this Agreement shall be brought exclusively in a federal or state court sitting in Snohomish
County, Washington, and the parties hereby submit to the personal jurisdiction of such courts.
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19. Attornevst Fees. The prevailing party in any action brought in connection with this
Agreement shall be entitled to recover its costs and reasonable attorneys' fees from the non-prevailing party.
20. X'orce Maioure. Neither parfy shall be liable for any delays or failures to perform due to acts
of God or other circumstances beyond its conkol which could not have been avoided by the exercise of due
care; provided that tho delayed party gives the other party prompt notice ofthe delay and its cause, and uses
commercially reasonable best efforts to promptly corect such delay or failure of performanoe.
21, Construction. When required by the context, whenever the singular number is used in this
Agreement the same shall include the plural and vice versa, and the masculine gender shall include the
feminine and neuter genders and vice versa.
22. Headings. The headings in this Agreement are for convenience only and are in no way
intended to describe, interpret, define, or limit the scope, extent, or intent of this Agreement or any of its
provrsrons.
23.Waivers. The failure of any party to seek redress for the violation of or to insist upon the
strict performance of any covenant or condition of this Agreement shall not prevent a subsequent actthat
originally would have constituted a violation from having the effect of an original viotation.
24. Severabilitv. If any provision of this Agreemen! or its application to any person or
circumstance, shall be found invalid, illegal, or unenforceable to any extent, the remainder of this
Agreement and its application shall not be affected, and shall remain enforceable to the fullest extent
permitted by law.
25. Ileirs. Successors. and Assigns. Each of the covenants, terms, provisions, and agreements
contained in this Agreement shall be binding upon, and inure to the benefit of the parties hereto and, to the
extent pormitted by this Agreement, their respective heirs, legal representatives, suc,cessors, and assigns.
26. Counterparts. This Agreement may be executed in countelparts, each of which shall be
deemed an original but all of which shall constitute one and the same instrument,
27. Notices. All notices under this Agreement shall be in writing and delivercd in person or sent
by certified mail, postage prepaid, or by private ovornight courier to Consultant or Client, as applicable, at
their respective addresses set fofth below, or such other addresses as may from time to time be designated
by any such party in writing.
Signature page immediately following
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IN WITNESS WHEREOF, the parties hereto have executed this Consulting Services Agreement
as of the date first above written.
Client:
Ciry of Kent Polico
By:
Name:
Title:
Consultant:
Fearless Resilience LLC,
a Washington limited liability company
Address:
220 4th Ave S
Kent, Washington 98032
Address:
P.O. Box 1827
Marysville, V/A 98270
E-mai l: jercnrJ¡wadcldfearlessrcsi lier:ce.sonr
ketr)rn ¿wacle(? fba rlessres il iertce,c-omBy:
Name:
Title:
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SCHEDULE 1
This Schedule is a part of, and subject to, that Consulting Services Agreement between Consultant
and Clientdated as ofJanuary 16,2020.
Consultins Services to be Performed bv Consultant:
. fProvide resilience trailing as follows:]
o 5 sessions consisting of8 hours each
o I family session consistitrg of 4 hours. [Provide general adviçe on first responder wellness plan]. Provide training booklets
Scheduled Dates for On Location Consultine Sçrvipes:
. Friday, January 171b,2020 (0S00-1600). Friday, February 7tt',2020 (0g00-1600)
' Friday, March z}th,2az0 (0s00-1600). Friday, April 17rh,2020 (0800-1600). Friday, May 15th,2020 (0900-1600). Friday, May 211d,2020 (Family Class) (1700-2100)
Consultant Fees:
. $7,900
Invoice Schedule:
. $7900 due upon receipt ofinvoice
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