091-23 - Authentic Development - ContractDocuSign Envelope ID: 2091 B5BF-424F-436C-B91 B-30C375A67965
Port Orchard Contract #: 091-23
Authorized Amount: $ / 5 CE'; _--'
Date Start: September 1, 2023
Date End: December 31, 2023
CONSULTANT SERVICES AGREEMENT
THIS AGREEMENT is entered into by and between the City of Port Orchard,
Washington, a municipal corporation organized under the laws of the State of Washington ("City") and
Authentic Development , ("Consultant") organized under the laws of the State of Washington,
located and doing business at 7317 123rd Ave NE, Lake Stevens WA 98258 (hereinafter the
"Consultant").
RECITALS:
WHEREAS, the City desires to have certain services performed for its residents; and
WHEREAS, the City has selected the Consultant to perform such services pursuant to certain
terms and conditions; and
NOW, THEREFORE, in consideration of the mutual benefits and conditions set forth below,
the parties agree as follows:
AGREEMENT:
1, Scope of Services to be Performed by Consultant.
The Consultant shall perform those services described on Exhibit "A," which is attached hereto and
incorporated herein by this reference as if set forth in full. In performing such services, the Consultant shall
at all times comply with all federal, state, and local statutes, rules and ordinances applicable to the
performance of such services and the handling of any funds used in connection therewith. The Consultant
shall perform the services diligently and completely and in accordance with professional standards of
conduct and performance. The Consultant shall request and obtain prior written approval from the City if
the scope or schedule is to be modified in any way.
2. Compensation.
The City shall pay the Consultant for services rendered according to the rates and methods set forth as
follows and as set out on Exhibit B hereto: LUMP SUM. Compensation for these services set forth in Exhibit
A shall be a Lump Sum of $1500.00.
3. Payment.
A. The Consultant shall maintain time and expense records and provide them to the City
monthly after services have been performed, along with monthly invoices in a format acceptable to the
City for work performed to the date of the invoice.
City of Port Orchard and K M 61101 r
Professional Service Agreement Contract No.
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B. All invoices shall be paid by City warrant within thirty (30) days of receipt of a proper
invoice. If the City objects to all or any portion of any invoice, it shall so notify the Consultant of the
same within fifteen (15) days from the date of receipt and shall pay that portion of the invoice not in
dispute, and the Parties shall immediately make every effort to settle the disputed portion.
C. The Consultant shall keep cost records and accounts pertaining to this Agreement
available for inspection by City representatives for three (3) years after final payment unless a longer
period is required by a third -party agreement. Copies shall be made available on request.
4. Duration of Agreement.
A. This Agreement shall be in full force and effect for a period commencing on September
1, 2023, and ending December 31, 2023 unless sooner terminated under the provisions of this
Agreement. The City reserves the right to offer one (1) one-year extension prior to expiration of the
Agreement to retain the Consultant's services.
B. Time is of the essence of this Agreement in each and all of its provisions in which
performance is required. If delays beyond the Consultant's reasonable control occur, the Parties will
negotiate in good faith to determine whether an extension is appropriate.
C. The Consultant shall obtain a City of Port Orchard business license prior to commencing
work pursuant to a written Notice to Proceed.
D. The Consultant is authorized to proceed with services upon receipt of a written Notice to
Proceed.
5. Standard of Care.
The Consultant represents and warrants that it has the requisite training, skill, and experience necessary
to provide the services under this Agreement and is appropriately accredited and licensed by all
applicable agencies and governmental entities. Services provided by the Consultant under this
Agreement will be performed in a manner consistent with that degree of care and skill ordinarily
exercised by members of the same profession currently practicing in similar circumstances.
6. Use of Documents.
A. Records. Any records, files, documents, drawings, specifications, data, or information,
regardless of form or format, and all other materials produced by the Consultant in connection with the
services provided to the City, shall be the records of the City whether the project for which they were
created is executed or not.
B. Records preservation. Consultant understands that this Agreement is with a government
agency and thus all records created or used in the course of Consultant's work for the City are considered
"public records" and are subject to disclosure by the City under the Public Records Act, Chapter 42.56
RCW ("the Act"). Consultant agrees to safeguard and preserve records in accordance with the Act. The
City may be required, upon request, to disclose the Agreement, and the documents and records submitted
to the City by Consultant, unless an exemption under the Public Records Act applies. If the City receives
City of Parr Orchard and ,,,�., 2
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a public records request and asks Consultant to search its files for responsive records, Consultant agrees
to make a prompt and thorough search through its files for responsive records and to promptly turn over
any responsive records to the City's public records officer at no cost to the City.
7. Relationship of the Parties,• Inde endent Consultant.
The Parties intend that an independent contractor -client relationship will be created by this Agreement.
As the Consultant is customarily engaged in an independently established trade which encompasses the
specific service provided to the City hereunder, no agent, employee, representative or sub -consultant of
the Consultant shall be or shall be deemed to be the employee, agent, representative or sub -consultant of
the City. In the performance of the work, the Consultant is an independent contractor with the ability to
control and direct the performance and details of the work, the City being interested only in the results
obtained under this Agreement. None of the benefits provided by the City to its employees, including,
but not limited to, compensation, insurance, and unemployment insurance are available from the City to
the employees, agents, representatives, or sub -consultants of the Consultant. 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 the
Consultant, or any employee of the Consultant. The Consultant will be solely and entirely responsible for
its acts and for the acts of its agents, employees, representatives, and sub -consultants during the
performance of this Agreement. The City may, during the term of this Agreement, engage other
independent contractors to perform the same or similar work that the Consultant performs hereunder.
8. Indemnification.
Consultant 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 attorneys' fees,
arising out of or resulting from the acts, errors or omissions of the Consultant in performance of this
Agreement, except for injuries and damages caused by the sole negligence of the City.
Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115,
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, the Consultant's liability, including the duty and cost to defend,
hereunder shall be only to the extent of the Consultant's negligence.
IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE
INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S WAIVER OF
IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE
PURPOSES OF THIS INDEMNIFICATION. THIS WAIVER HAS BEEN MUTUALLY
NEGOTIATED BY THE PARTIES.
The provisions of this section shall survive the expiration or termination of this Agreement.
9. Insurance.
City of Porl Orchard and
Prafessionice Agreement Contract No.
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The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims
for injuries to persons or damage to property which may arise from or in connection with the performance
of the work hereunder by the Consultant, its agents, representatives, or employees.
A. Minimum Scope of Insurance. Consultant shall obtain insurance of the types
described below:
i. Automobile Liability insurance covering all owned, non -owned, hired and leased
vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00
O1 or a substitute form providing equivalent liability coverage. If necessary, the
policy shall be endorsed to provide contractual liability coverage.
ii. Commercial General Liability insurance shall be written on ISO occurrence form CG
00 01 and shall cover liability arising from premises, operations, independent
Consultants and personal injury and advertising injury. The City shall be named as
an insured under the Consultant's Commercial General Liability insurance policy
with respect to the work performed for the City.
iii. Workers' Compensation coverage as required by the Industrial Insurance laws of the
State of Washington, if applicable to Consultant's profession.
iv. Professional Liabi I i Ly insurance appropriate to the Consultant's profession.
C. Other Insurance Provision. Any Insurance, self-insurance, or insurance pool
coverage maintained by the City shall be excess of the Consultant's insurance and shall not contribute
with it.
D. Acceptability of Insurers. Insurance is to be placed with insurers with a current
A.M. Best rating of not less than A-VII.
E. Verification of Coverage. Upon request, the Consultant shall furnish the City
with original certificates and a copy of the amendatory endorsements, including but not necessarily
limited to the additional insured endorsement, evidencing the insurance requirements of the Consultant
before commencement of the work.
F. Notice of Cancellation. The Consultant shall provide the City with written notice
of any policy cancellation, within two business days of their receipt of such notice.
G. Failure to Maintain Insurance. Failure on the part of the Consultant to maintain
the insurance as required shall constitute a material breach of contract, upon which the City may, after
giving five business days' notice to the Consultant to correct the breach, immediately terminate the
contract or, at its discretion, procure or renew such insurance and pay any and all premiums in connection
therewith, with any sums so expended to be repaid to the City on demand, or at the sole discretion of the
City, offset against funds due the Consultant from the City.
C'Ily of Porl Orchard and
Professional Service Agreement Contract No.
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H. No Limitation. Consultant's maintenance of insurance as required by the
Agreement shall not be construed to limit the liability of the Consultant to the coverage provided by such
insurance, or otherwise limit the City's recourse to any remedy available at law or in equity.
10. Work Performed at the Consultant's Risk.
The Consultant shall take all precautions necessary and shall be responsible for the safety of its
employees, agents, and sub -consultants in the performance of the work hereunder and shall utilize all
protection necessary for that purpose. All work shall be done at the Consultant's own risk, and the
Consultant shall be responsible for any loss of or damage to materials, tools, or other articles used or
held by the Consultant for use in connection with the work.
11. Termination.
This Agreement may be terminated by the City or Consultant at any time. Upon termination for any
reason, all finished or unfinished documents, reports, or other material or work of the Consultant
pursuant to this Agreement shall be submitted to the City, and the Consultant shall be entitled to just and
equitable compensation for any satisfactory work completed prior to the date of termination, not to
exceed the total compensation set forth herein. The Consultant shall not be entitled to any reallocation
of cost, profit or overhead. The Consultant shall not in any event be entitled to anticipated profit on work
not performed because of such termination. The Consultant shall use its best efforts to minimize the
compensation payable under this Agreement in the event of such termination. Nothing in this Subsection
shall prevent the City from seeking any legal remedies it may otherwise have for the violation or
nonperformance of any provisions of this Agreement.
12. Discrimination Prohibited.
A. The Consultant agrees not to discriminate against any employee or applicant for
employment or any other person in the performance of this Agreement because of race, creed, color,
national origin, marital status, sex, age, disability, or other circumstance prohibited by federal, state, or
local law or ordinance, except for a bona fide occupational qualification.
B. Violation of this Section shall be a material breach of this Agreement and grounds for
cancellation, termination, or suspension of the Agreement by the City, in whole or in part, and may result
in ineligibility for further work for the City.
13. Assilanment and Subcontract.
The Consultant shall not assign or subcontract any portion of the services contemplated by this
Agreement without the prior written consent of the City. Any assignment made without the prior
approval of the City is void.
14. Em to meat of State Retirees.
The City is a "DRS-covered employer" which is an organization that employs one or more members of
any retirement system administered by the Washington State Department of Retirement Systems (DRS).
Pursuant to RCW 41.50.139(1) and WAC 415-02-325(1), the City is required to elicit on a written form
Qv of f'orl Orchard and
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if any of the Contractor's employees providing services to the City retired using the 2008 Early
Retirement Factors (ERFs), or if the Contractor is owned by an individual who retired using the 2008
ERFs, and whether the nature of the service and compensation would result in a retirement benefit being
suspended. Failure to make this determination exposes the City to significant liability for pension
overpayments. As a result, before commencing work under this Agreement, Contractor shall determine
whether any of its employees providing services to the City or any of the Contractor's owners retired
using the 2008 ERFs, and shall immediately notify the City and shall promptly complete the form
provided by the City after this notification is made. This notification to DRS could impact the payment
of retirement benefits to employees and owners of Contractor. Contractor shall indemnify, defend, and
hold harmless the City from any and all claims, damages, or other liability, including attorneys' fees and
costs, relating to a claim by DRS of a pension overpayment caused by or resulting from Contractor's
failure to comply with the terms of this provision. This provision shall survive termination of this
Agreement. '
15. Entire Agreement.
This Agreement contains the entire agreement between the parties, and no other agreements, oral or
otherwise, regarding the subject matter of this Agreement shall be deemed to exist or bind either of the
parties. If there is a conflict between the terms and conditions of this Agreement and the attached
exhibits, then the terms and conditions of this Agreement shall prevail over the exhibits. Either party
may request changes to the Agreement. Changes which are mutually agreed upon shall be incorporated
by written amendments to this Agreement.
16. Non -waiver of Breach.
The failure of either party to insist upon strict performance of any of the covenants and agreements
contained herein, or to exercise any option herein contained in one or more instances, shall not be
construed to be a waiver or relinquishment of said covenants, agreements, or options, and the same shall
be in full force and effect.
17. Modification.
No waiver, alteration, 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 the Consultant.
18. Notices.
All notices or other communications required or permitted under this Agreement shall be in writing and
shall be emailed. Notices shall be sent to the following addresses:
Notices to the City of Port Orchard shall be sent to the following address:
City Clerk
City of Port Orchard
c i tyc l e rk(a2p o rtorc h a rdwa.gov_
Phone:360.876.4407 Fax: 360.895.9029
QY of -Part Orchard and ��
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Notices to the Consultant shall be sent to the following address:
Julie Ubert
Authentic Development
Phone No.: 425-760-7037
Email: iulieCa]auth.enticdevelopment.org,
19. Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of
Washington., Jurisdiction of any resulting litigation shall be fled in Kitsap County Superior Court,
Kitsap County, Washington. In any suit or action instituted to enforce any right granted in this
Agreement, the substantially prevailing party shall be entitled to recover its costs, disbursements, and
reasonable attorneys' fees from the other Party.
20. Compliance with Laws.
The Consultant agrees to comply with all federal, state, and municipal laws, rules, and regulations that
are now effective or in the future become applicable to Consultant's business, equipment, and personnel
engaged in operations covered by this Agreement or accruing out of the perfonnance of those operations.
21. Counterparts.
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.
22. Severability.
Any provision or part of this Agreement held to be void or unenforceable under any law or regulation
shall be deemed stricken and all remaining provisions shall continue to be valid and binding upon the
City and the Consultant, who agree that the Agreement shall be reformed to replace such stricken
provision or part with a valid and enforceable provision that comes as close as reasonably possible to
expressing the intent of the stricken provision.
IN WITNESS WHEREOF, the City and the Consultant have executed this Agreement as of the
dates listed below.
CONSULTANT
By: V�f
Title: CEO
Date: 10/9/2023
City of Port Orchard and
Professional Service Agreement Contract No.L Z:3
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CITY OF PORT ORCHARD
DocuSiyned by:
By: 96� �Uaa1n,SUU
Robert Putaansuu, Mayor
10/26/2023
Date:
DocuSign Envelope ID: 209lB5BF-424F-436C-B91B-3OC375A67965
ATTEST/AUTHENTICATE
+�i'p0RT 0,. .� Oocusipnnd ny;
IC)
MWd-
('O'. Brandy Wallace, MMC, City Clerk
SEAL % = APPROVED AS TO FORM
el
{]o•us1#m4 by:
FMB�R,5,�`�`
rM I R Port Orchard City Attorney's Office
Qj, of Po+v D+chard and I _
Professional Service Agreement - ontract No.
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EXHIBIT A
Scope of Services to be Provided by Consultant. The Consultant shall furnish services including, but
not limited to, the following outlined here or attached separately. See attached Proposal dated
October 9, 2023
City of Port Orchard and (�jf 23
Professional ervice Agreement Contract No. j
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, ?�Wou - - �IL I hiN 0- ,' n t t _-
October 9, 2023
Chief Matt Brown
Port Orchard Police
546 Bay St.
Port Orchard, WA 98366
RE: Team building and Communication Workshop - Updated Proposal
Dear Chief Brown,
Thank you for considering Authentic Development to provide an in -person team building workshop
for the Records Unit at the Port Orchard Police Department! This updated proposal is in follow-up to
our previous conversations and outlining more specifically your vision for the team.
The Port Orchard Police Department seeks strategic, professional training and support for their
records team. This includes increasing the team's capacity to communicate, grow, and adapt quickly,
and efficiently. Specific learning objectives include:
• Build trust, collaboration and interdependence across silos and functions to increase
performance on any issue
• Understand and demonstrate healthy methods of communication (verbal and non-verbal)
• Improve personal relationships to results and feedback /Improve skills for giving and receiving
feedback
• Increase personal responsibility, maturity, and self -management
• Navigate breakdowns and prevent team dysfunction
• Integrate new team members and develop team cohesion across all levels of the organization
DEVELOPING LEADERS WITH PURPOSE, PASSION, AND INTENTION
T: 425.760.7037
E: julie@authenticdevelopment.org
W: www.authenticdevelopment.org
DocuSign Envelope ID: 2091 B5BF-424F-436C-B91 B-3OC375A67965
Recommendation:
�i hop
Team and Communication Skills Workshop designed together based on the unit's unique membership
and current state. We identify what is working well and begin to identify where your team's current
needs and hot spots are located. Discussion, topics and excercises are balanced between business
challenge reflection, personal reflection, team collboration, and learning new communication skills that
are most important to your team.
i ERViEM/S
IORKSHOPS — 2'/x
sessions as requested
Engage a conversation with each team member to identify team
communication
breakdowns, highlight personal relevance, clarify team hot spots, and
what each member
wants more of to co -create a healthy team and working environment.
Information from these conversations will be consolidated to customize
the workshop
content and specific tools that will su
)ort this team's development.
Session Objectives (Draft):
• Explore and practice how to translate communication and trust to
team performance. Reframe/illuminate perspective and bias — Where
does your communication style come from, anyway?
• Emotional Intelligence — El is a critical factor to team success. Turn the
idea of El into practical skills to increase communication effectiveness.
• Brain science, triggering reward and threat responses. Self -
management and motivation.
• Advanced Listening Skills (Listening is the MOST used and LEAST
trained mode of communication). Moving beyond 'active listening'.
• Earning trust and eliminating Communication Barriers
• Putting it all together. Learn and practice communication process to
boost motivation, clarity, team cohesion, and the ability to connect how
we communicate to the results we produce.
"Final objectives will be confirmed after the pre -series interviews are
complete.
Fees: Professional Service fees for the recommended sessions are $1500.00.
Includes pre -series interviews, customization and design, onsite professional time, travel and
collaboration with the Records Department team.
DEVELOPING LEADERS WITH PURPOSE, PASSION, AND INTENTION
T: 42S.760.7037
E: julie@authenticdevelopment.org
W: www.authenticdevelopment.org
DocuSign Envelope ID: 2091 B5BF-424F-436C-B91 B-30C375A67965
As with any skill, the key to adaptation is habit development. Real habits and results take real time,
desire, and investment. People do not develop new habits in one day. Real learning happens when real-
time issues and opportunities begin to emerge. We except challenges to arise. After the terms of this
proposal have been met, it is recommended one to two mini sesions occur to fololow up and continue
building on the skill sets established in our initial workshops. This can be decided at a later date based
on your observations of your team. Professional Services fees for any follow up session would be
$500.00 per session.
I am excited to submit this proposal and look forward to working with you!
Yours truly,
Julie Ubert
Founder &CEO
Authentic Development, LLC.
DEVELOPING LEADERS WITH PURPOSE, PASSION, AND INTENTION
T: 425.760.7037
E: julie@authenticdevelopment.org
W: www.authenticdevelopment.org
EXHIBIT B
Rates for Services to be Provided by Consultant. The Consultant shall furnish the services in accordance
with the rates specified below or attached hereto, as Exhibit B.
$1500 for 1 day of training, customized class content, meals and travel expenses.
Ciro of Part Orchard ai7d Q��' 2
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