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HomeMy WebLinkAboutCAG2020-284 - Original - Erin Jones - Equity & Inclusion Speaker Series - 08/13/2020KENT 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)WaSHTNGToN G oL.o.c Originator: UrielVarela Department: Mayor's Office Date Sent: 08t19t2020 Date Required: 08/31 t2020 Authorized to Sign: El Director or Designee [J Mayor Date of Council Approval Budget Account Number: '10001 310.64190.1247 Budget? EYes ENo Grant? EYes E No Type: g ovo ELor- E iyco EooL C'| Vendor Name: Erin Jones Category: Contract Vendor Number: 2331907 Sub-Category: Original Project Name: City of Kent's Equity and lnclusion Speaker Series proiect Details: The Equity and lnclusion Speaker Series will feature distinguished leaders who will contribute expert' knowledge and diverse perspectives to our collective discussion around concepts like Race, Equity, Diversity and lnclusion. All interactive presentations and workshops will be free to the public. Agreement Amounr: $ 1 0,000.00 srart Dare: 0811312020 Basis for Selection of Contractor: Othef Termination Date: N/A Local Business? E Yes EI No* *lf meets requirements per KCC 3,70.100, please complete "Vendor Purchase-Local Exceptions" form on Cityspace. Notice required prior to disclosure? DYes ENo Contract Number: 21t'3tr66f064: E'tc v J\o .a -go=Ei oc .9vt Date Received by City Attorney Comments: Date Routed to the Mayor's Office; Date Routed to the City Clerk's Office: ad(W221/l_l_20 Visit Documents.KentWA.gov to obtain copies of all agreements KENT WasHrn6toN GOODS & SERVICES AGREEMENT between the City of Kent and Erin Jones LLC THIS AGREEMENT is made by and between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Erin Jones LLC, located at 7t77 Radius Loop SE Lacey, WA 98513 (hereinafter the "Vendor"). AGREEMENT I. DESCRIPTION OF WORK. Vendor shall perform the following services for the City: Vendor acknowledges and understands that it is not the City's exclusive provider of these services d that the City maintains its unqualified right to obtain these services through other sources. II' TIME OF COMPLETION. Upon the effective date of this Agreement, Vendor shall complete the work and provide all services on August 13th 2O2O. III. COMPENSATION. The City shall pay the Vendor an amount not to exceed (910,000) in addition, including applicable Washington State Sales Tax, for the goods, materials, and services contemplated in this Agreement. The City shall pay the Vendor the following amounts according to the following schedule: GOODS & SERVICES AGREEMENT - 1 ($20,000 or Less, incl. WSST) The vendor will be our third featured speaker for the City of Kent's Equity and Inclusion Speaker Series, She will be leading two presentations on Critical Terminology diversity, equality vs. equity, race vs. ethnicity vs, culture, culturally responsive practice, privilege. One of the presentations will be for the general public, the other will be for City of Kent Staff. The virtual events will take place on August 13th 2020. Additionally, the vendor will facilitate a team retreat for the City of Kent Communications team. The retreat is a two-day retreat to take place on July 16th and 17th 2020 in Kent. Additionally, the vendor will facilitate a 27-day leadership training for the Mayor and select staff. The speaker series will feature distinguished leaders who will contribute expert knowledge and diverse perspectives to our collective discussion around concepts like Race, Equity, Diversity and Inclusion. All interactive presentations and workshops will be free to the public. The vendor will submit one invoice forTen thousand dollars and zero cents (g10,000.00) to the city for their services. The vendor will provide a presentation to the public for $3,000 and another presentation for city employees for $3,000, for a total of 96,000 for both presentations. retreat. The vendor will facilitate a Zt-day leadership training for the Mayor and select staff for $1,000. atedMUmicationnretresatrntKeCoevenwt,type t entihe tworerofuJ16thnd1500thfordeofateuJ7rh1foatota -dayY$3,00ly$ If the City objects to all or any portion of an invoice, it shall notify Vendor and reserves the option to only pay that portion of the invoice not in dispute. In that event, the parties will immediately make every effort to settle the disputed portion. A. Defective or Unauthorized Work. The City reserves its right to withhold payment from Vendor for any defective or unauthorized goods, materials or services. If Vendor is unable, for any reason, to complete any part of this Agreement, the City may obtain the goods, materials or services from other sources, and Vendor shall be liable to the City for any additional costs incurred by the City. "Additional costs" shall mean all reasonable costs, including legal costs and attorney fees, incurred by the City beyond the maximum Agreement price specified above. The City further reserves its right to deduct these additional costs incurred to complete this Agreement with other sources, from any and all amounts due or to become due the Vendor. Final Pavment: Waiver of Claims. VENDOR S ACCEPTANCE OF FINAL PAYMENT SHALL CONSTITUTE A WAIVER OF CLAIMS, EXCEPT THOSE PREVIOUSLY AND PROPERLY MADE AND IDENTIFIED BY VENDOR AS UNSETTLED AT THE TIME REQUEST FOR FINAL PAYMENT IS MADE. IV. INDEPENDENT CONTRACTOR. The parties intend that an Independent Contractor-Employer Relationship will be created by this Agreement. By their execution of this Agreement, and in accordance with Ch, 51.08 RCW, the parties make the following representations: Lr- - -L:l:L- - L- -^.-!.--l -.^l l:---! !L- -^-C^-*^-^^ --l l^t^il^ ^f it-A. lne venoor fl45 tne aolilLy LL| LUItLIUt ciltlt Liltr=LL Lill: l,x,-rrr,ililrrilil,r": drrrr rrF:lrilr:r rI Is work, the City being interested only in the results obtained under this Agreement. B. The Vendor maintains and pays for its own place of business from which Vendor's services under this Agreement will be performed. c.The Vendor has an established and independent business that is eligible for a business deduction for federal income tax purposes that existed before the City retained Vendor's services, or the Vendor is engaged in an independently established trade, occupation, profession, or business of the same nature as that involved under this Agreement. The Vendor is responsible for filing as they become due all necessary tax documents with appropriate federal and state agencies, including the Internal Revenue Service and the state Department of Revenue. The Vendor has registered its business and established an account with the state Department of Revenue and other state agencies as may be required by Vendor's business, and has obtained a Unified Business Identifier (UBI) number from the State of Washington. The Vendor maintains a set of books dedicated to the expenses and earnings of its business. GOODS & SERVICES AGREEMENT - 2 ($20,000 or Less, including WSST) B D E F V. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreement. VI. CHANGES. The City may issue a written amendment for any change in the goods, materials or services to be provided during the performance of this Agreement. If the Vendor determines, for any reason, that an amendment is necessary, Vendor must submit a written amendment request to the person listed in the notice provision section of this Agreement, section XIV(D), within fourteen (14) calendar daysof the date Vendor knew or should have known of the facts and events giving rise to the requested change. If the City determines that the change increases or decreases the Vendor's costs or time for performance, the City will make an equitable adjustment. The City will attempt, in good faith, to reach agreement with the Vendor on all equitable adjustments, However, if the parties are unable to agree, the City will determine the equitable adjustment as it deems appropriate. The Vendor shall proceed with the amended work upon receiving either a written amendment from the City or an oral order from the City before actually receiving the written amendment, If the Vendor fails to require an amendment within the time allowed, the Vendor waives its right to make any claim or submit subsequent amendment requests for that portion of the contract work. If the Vendor disagrees with the equitable adjustment, the Vendor must complete the amended work; however, the Vendor may elect to protest the adjustment as provided in subsections A through E of Section VII, Claims, below. The Vendor accepts all requirements of an amendment by: (1) endorsing it, (2) writing a separate acceptance, or (3) not protesting in the way this section provides. An amendment that is accepted by Vendor as provided in this section shall constitute full payment and final settlement of all claims for contract time and for direct, indirect and consequential costs, including costs of delays related to any work, either covered or affected by the change. VII. CLAIMS. If the Vendor disagrees with anything required by an amendment, another written order, or an oral order from the City, including any direction, instruction, interpretation, or determination by the City, the Vendor may file a claim as provided in this section. The Vendor shall give written notice to the City of all claims within fourteen (14) calendar days of the occurrence of the events giving rise to the claims, or within fourteen (14) calendar days of the date the Vendor knew or should have known of the facts or events giving rise to the claim, whichever occurs first . Any claim for damages, additional payment for any reason, or extension of time, whether under this Agreement or otherwise, shall be conclusively deemed to have been waived by the Vendor unless a timely written claim is made in strict accordance with the applicable provisions of this Agreement. At a minimum, a Vendor's written claim shall include the information set forth in subsections A, itemslthrough5below. FATLURE TO PROVTDE A COMPLETE, WRTTTEN NOTTFTCATTON OF CLArM WTTHTN THE TIME ALLOWED SHALL BE AN ABSOLUTE WAIVER OF ANY CLAIMS ARISING IN ANY WAY FROM THE FACTS OR EVENTS SURROUNDING THAT CLAIM OR CAUSED BY THAT DELAY. A.Notice of Claim information: Provide a signed written notice of claim that provides the following 1. The date of the Vendor's claim;2. The nature and circumstances that caused the claim;3. The provisions in this Agreement that support the claim;4. The estimated dollar cost, if any, of the claimed work and how that estimate was determined; and5. An analysis of the progress schedule showing the schedule change or disruption if the Vendor is asserting a schedule change or disruption. B' Records. The Vendor shall keep complete records of extra costs and time incurred as a result of the asserted events giving rise to the claim. The City shall have access to any of the Vendor's records needed for evaluating the protest, GOODS & SERVICES AGREEMENT - 3 ($20,000 or Less, including WSST) The City will evaluate all claims, provided the procedures in this section are followed, If the City determines that a claim is valid, the City will adjust payment for work or time by an equitable adjustment, No adjustment will be made for an invalid protest. C. Vendor's Duty to Comolete Protested Work. In spite of any claim, the Vendor shall proceed pr-onrptiy to pi-ovide the goods, matei'ials and seivices i'equii'ed b'y the Cit-y under this Agreement. D. Failure to Protest Constitutes Waiver. By not protesting as this section provides, the Vendor also waives any additional entitlement and accepts from the City any written or oral order (including directions, instructions, interpretations, and determination). E. Failure to Follow Procedures Constitutes Waiver. By failing to follow the procedures of this section, the Vendor completely waives any claims for protested work and accepts from the City any written or oral order (including directions, instructions, interpretations, and determination). VIII. LIMITATION OF ACTIONS. VENDOR MUST, IN ANY EVENT, FILE ANY I.AWSUIT ARISING FROM OR CONNECTED WITH THIS AGREEMENT WITHIN 120 CALENDAR DAYS FROM THE DATE THE CONTRACT WORK IS COMPLETE OR VENDOR S ABILITY TO FILE THAT SUIT SHALL BE FOREVER BARRED. THIS SECTION FURTHER LIMITS ANY APPLICABLE STATUTORY LIMITATIONS PERIOD. IX. WARRANTY. Vcndor warrants that it will faithfully and satisfactorily perform all work provided under this Agreement in accordance with the provisions of this Agreement. In addition to any other warranty provided for af law or herein, this Agreement is additionally subject to all warranty provisions established under the Uniform Commercial Code, Title 62A, Revised Code of Washington. Vendor warrants goods are merchantable, are fit for the particular purpose for which they were obtained, and will perform in accordance with their specifications and Vendor's representations to City. The Vendor shall promptly correct all defects in workmanship and materials: (1) when Vendor knows or should have known of the defect, or (2) upon Vendor's receipt of notification from the City of the existence or discovery of the defect. In the event any part of the goods are repaired, only original replacement parts shall be used-rebuilt or used parts will not be acceptable. When defects are corrected, the warranty for that portion of the work shall extend for an additional year beyond the original warranty period applicable to the overall work. The Vendor shall begln to correct any defects witlrirr severt (7) calendar days of its receipt of notice from the City of the defect. If the Vendor does not accomplish the corrections within a reasonable time as determined by the City, the City may complete the corrections and the Vendor shall pay all costs incurred by the City in order to accomplish the correction. X. DISCRIMINATION. In the hiring of employees for the performance of work under this Agreement or any sub-contract, the Vendor, its sub-contractors, or any person acting on behalf of the Vendor or sub-contractor shall not, by reason of race, religion, color, sex, age, sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relates. Vendor shall execute the attached City of Kent Equal Employment Opportunity Policy Declaration, Comply with City Administrative Policy !.2, and upon completion of the contract work, file the attached Compliance Statement. XI. INDEMNIFICATION. Vendor shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the Vendor's performance of this Agreement, except for that portion of the injuries and damages caused by the City's negligence' The City's inspection or acceptance of any of Vendor's work when completed shall not be grounds to avoid any of these covenants of indemnification. GOODS & SERVICES AGREEMENT - 4 ($20,000 or Less, including WSST) IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE VENDOR'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER, In the event Vendor refuses tender of defense in any suit or any claim, if that tender was made pursuant to this indemnification clause, and if that refusal is subsequently determined by a court havingjurisdiction (or other agreed tribunal) to have been a wrongful refusal on the Vendor's part, then Vendor shall pay all the City's costs for defense, including all reasonable expert witness fees and reasonable attorneys'fees, plus the City's legal costs and fees incurred because there was a wrongful refusal on the Vendor's part, The provisions of this section shall survive the expiration or termination of this Agreement, XII. INSURANCE. The Vendor shall procure and maintain for the duration of the Agreement, insurance of the types and in the amounts described in Exhibit B attached and incorporated by this reference, XIII. WORK PERFORMED AT VENDOR'S RISK. Vendor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the contract work and shall utilize all protection necessary for that purpose. All work shall be done at Vendor's own risk, and Vendor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. XIV. MISCELLANEOUS PROVISIONS. A. Recvclable Materials. Pursuant to Chapter 3.80 of the Kent City Code, the City requires its contractors and consultants to use recycled and recyclable products whenever practicable. A price preference may be available for any designated recycled product. B. Non-Waiver of Breach. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. C. Resolution of Disputes and Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. If the parties are unable to settle any dispute, difference or claim arising from the parties' performance of this Agreement, the exclusive means of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees 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 City's right to indemnification under Section XI of this Agreement.D. Written Notice, All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement, unless notified to the contrary. Any written notice hereunder 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 hereafter specified in writing, E. Assignment. Any assignment of this Agreement by either pafty without the written consent of the non-assigning party shall be void, If the non-assigning party gives its 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. F. Modification, No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and Vendor. GOODS & SERVICES AGREEMENT. 5 ($20,000 or Less, including WSST) G. Entire Agreement. The written provisions and terms of this Agreement, together with any Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other representative uf LJre CiLy, arrtJ suclr slaLernerrts shall rrot be effective or be construed as entering into or forming a paft -t LLt^or or attenng tn any manner Inls Agreement, Alr or Lne auove uoculnenLs dre nereuy ilrdue d IJdrL ur Llils Agreement. However, should any language in any of the Exhibits to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. H. Compliance with Laws. The Vendor agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable to Vendor's business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those operations. I. Public Records Act. The Vendor acknowledges that the City is a public agency subject to the Public Records Act codified in Chapter 42.56 of the Revised Code of Washington and documents, notes, emails, and other records prepared or gathered by the Consultant in its performance of this Agreement may be subject to public review and disclosure, even if those records are not produced to or possessed by the City of Kent, As such, the Vendor agrees to cooperate fully with the City in satisfying the City's duties and obligations under the Public Records Act. J. Citv Business License Required. Prior to commencing the tasks described in Section I, Contractor agrees to provide proof of a current city of Kent business license pursuant to Chapter 5.01 of the Kent City Code. K. Counterparts and Signatures bv Fax or Email. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. Fufther, upon executing this Agreement, either party may deliver the signature page to the other by fax or email and that signature shall have the same force and effect as if the Agreement bearing the original signature was received in person. IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered below. All acts consistent with the authority of this Agreement and prior to its effective date are ratified and affirmed, and the terms of the Agreement shall be deemed to have applied. GOODS & SERVICES AGREEMENT - 6 ($20,000 or Less, including WSST) VENDOR: By Pri Its ame: Erin Jones Education and S nt DATE Julv Julv 25,2020 c F KENT: By Print Name: Its: Derek Matheson Chief Ad m i nistrative Officer DATE: +L+Z-{) NOTICES TO BE SENT TO: VENDOR: Erin Jones LLC 7L77 Radius Loop SE Lacey, WA 98513 Erin Jones 7L77 Radius Loop SE Lacey, WA 98513 (360) 918 3498 (Telephone number) NOTICES TO BE SENT TO: CITY OF KENT: Uriel Varela Jr. City of Kent 220 Fourth Avenue South Kent, WA 98032 (253) 856-6064 (telephone) ATT Ke n c Clerk GOODS & SERVICES AGREEMENT - 7 ($20,000 or Less, including WSST) 1 2 DECLARATION CTTY OF KENT EQUAL EMPLOYMENT OPPORTUNITY POLICY The City of Kent is committed to conform to Federal and State laws regarding eoual oppoftunity. As such all contractors, subcontractors and suppliers who perform work with relation to this Agreement shall comply with the regulations of the City's equal employment opportunity policies. The following questions specifically identify the requirements the City deems necessary for any contractor, subcontractor or supplier on this specific Agreement to adhere to. An affirmative response is required on all of the following questions for this Agreement to be valid and binding. If any contractor, subcontractor or supplier willfully misrepresents themselves with regard to the directives outlines, it will be considered a breach of contract and it will be at the City's sole determination regarding suspension or termination for all or part of the Agreement; The questions are as follows: I have read the attached City of Kent administrative policy number 1.2. During the time of this Agreement I will not discriminate in employment on the basis of sex, race, color, national origin, age, or the presence of all sensory, mental or physical disability. During the time of this Agreement the prime contractor will provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. During the time of the Agreement I, the prime contractor, will actively consider hiring and promotion of women and minorities. Before acceptance of this Agreement, an adherence statement will be signed by me, the Prime Contractor, that the Prime Contractor complied with the requirements as set forth above. By signing below, I agree to fulfill the five requirements referenced above By For: Title 3 4 5 Date: EEO COMPLIANCE DOCUMENTS - 1 of 3 CITY OF KENT ADMINISTRATIVE POLICY r\il rMRtrP. 1 )EFFECTIVE DATE: -lanuary 1, 1998 SUBJECT: POLICY: Equal employment opportunity requirements for the City of Kent will conform to federal and state laws. All contractors, subcontractors, consultants and suppliers of the City must guarantee equal employment opportunity within their organization and, if holding Agreements with the City amounting to $10,000 or more within any given year, must take the following affirmative steps: 1. Provide a written statement to all new employees and subcontractors indicating commitment as an equal oppoftunity employer. 2. Actively consider for promotion and advancement available minorities and women. Any contractor, subcontractor, consultant or supplier who willfully disregards the Cit nondiscrimination and equal opportunity requirements shall be considered in breach of contract and subject to suspension or termination for all or paft of the Agreement. ,_r:_,- -^ 4= ----^ ---:tr L^ ---^:-!^l L". rL- h:=--!--- -f hl---i-- h--l-^ -'.J n..Ll;^Lonlract Lompilance LrIilcers wilt L,e dpputltLeu uy LIre urreuLur5 ur rrdilillil9, rdtK5, dilu ruultL Works Departments to assume the following duties for their respective departments. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these regulations are familiar with the regulations and the City's equal employment opportunity policy. 2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines MINORITY AND WOMEN CONTRACTORS SUPERSEDES: April 1, 1996 APPROVED BY Jim White, Mayor 1 EEO COMPLIANCE DOCUMENTS - 2 of 3 CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY COMPLIANCE STATEMENT This form shall be filled out AFTER COMPLETION of this project by the Contractor awarded the Agreement. I, the undersigned, a duly represented agent of Company, hereby acknowledge and declare that the before-mentioned company was the prime contractor for the Agreement known as the that was entered into on (date), between the firm I represent and the City of Kent I declare that I complied fully with all of the requirements and obligations as outlined in the City of Kent Administrative Policy L.2 and the Declaration City of Kent Equal Employment Opportunity Policy that was part of the before-mentioned Agreement. By: For: Title: Date: EEO COMPLIANCE DOCUMENTS - 3 of 3 EXHIBIT B INSURANCE REQUIEREM ENTS No Insurance is required for this Contract EEO COMPLIANCE DOCUMENTS - 4 Of 3