21-057.00 Joy York: SSC Program Facilitator Svcs Contract No. 21-057
AGREEMENT FOR SERVICES
Dr.Joy A.York,Ph.D.
THIS AGREEMENT is made by and between the City of Spokane Valley,a code City of the State
of Washington, hereinafter "City" and Dr. Joy A. York, hereinafter "Consultant,"jointly referred to as
"Parties."
1N CONSIDERATION of the terms and conditions contained herein,the Parties agree as follows:
1. Work to Be Performed. Consultant shall provide all labor, services, and material to satisfactorily
complete the Scope of Services,attached as Exhibit A.
A.Administration. The City Manager or designee shall administer and be the primary contact for
Consultant. Prior to commencement of work, Consultant shall contact the City Manager or
designee to review the Scope of Services,schedule,and date of completion. Upon notice from the
City Manager or designee, Consultant shall commence work, perform the requested tasks in the
Scope of Services,stop work,and promptly cure any failure in performance under this Agreement.
B. Representations. City has relied upon the qualifications of Consultant in entering into this
Agreement. By execution of this Agreement, Consultant represents it possesses the ability, skill,
and resources necessary to perform the work and is familiar with all current laws, rules, and
regulations which reasonably relate to the Scope of Services. No substitutions of agreed-upon
personnel shall be made without the prior written consent of City.
Consultant represents that the compensation as stated in paragraph 3 is adequate and sufficient for
the timely provision of all professional services required to complete the Scope of Services under
this Agreement.
Consultant shall be responsible for the technical accuracy of its services and documents resulting
therefrom,and City shall not be responsible for discovering deficiencies therein. Consultant shall
correct such deficiencies without additional compensation except to the extent such action is
directly attributable to deficiencies in City-furnished information.
C.Standard of Care. Consultant shall exercise the degree of skill and diligence normally employed
by professional consultants engaged in the same profession, and performing the same or similar
services at the time such services are performed.
D. Modifications. City may modify this Agreement and order changes in the work whenever
necessary or advisable. Consultant will accept modifications when ordered in writing by the City
Manager or designee, so long as the additional work is within the scope of Consultant's area of
practice. Compensation for such modifications or changes shall be as mutually agreed between the
Parties. Consultant shall make such revisions in the work as are necessary to correct errors or
omissions appearing therein when required to do so by City without additional compensation.
2.Term of Contract. This Agreement shall be in full force and effect upon execution and shall remain in
effect until completion of all contractual requirements have been met as determined by City. Consultant
shall complete its work by December 31,2021,unless the time for performance is extended in writing by
the Parties.
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Either Party may terminate this Agreement for material breach after providing the other Party with at least
10 days'prior notice and an opportunity to cure the breach. City may,in addition,terminate this Agreement
for any reason by 10 days' written notice to Consultant. In the event of termination without breach, City
shall pay Consultant for all work previously authorized and satisfactorily performed prior to the termination
date.
3. Compensation. City agrees to pay Consultant an agreed upon hourly rate up to a maximum amount of
$25,000 as full compensation for everything done under this Agreement, as set forth in Exhibit A.
Consultant shall not perform any extra, further, or additional services for which it will request additional
compensation from City without a prior written agreement for such services and payment therefore.
4. Payment. Consultant shall be paid monthly upon presentation of an invoice to City. Applications for
payment shall be sent to the City Finance Department at the below-stated address.
City reserves the right to withhold payment under this Agreement for that portion of the work(if any)which
is determined in the reasonable judgment of the City Manager or designee to be noncompliant with the
Scope of Services,City standards, City Code, and federal or state standards.
5.Notice. Notices other than applications for payment shall be given in writing as follows:
TO THE CITY: TO THE CONSULTANT:
Name: Christine Bainbridge,City Clerk Name: Dr.Joy A.York,Ph.D.
Phone: (509)720-5000 Phone: (509)777-3443
Address: 10210 East Sprague Avenue Address: 9801 N.Whittier Street
Spokane Valley,WA 99206 Spokane,WA 99218
6.Applicable Laws and Standards. The Parties,in the performance of this Agreement,agree to comply
with all applicable federal, state, and local laws and regulations. Consultant warrants that its designs,
construction documents,and services shall conform to all federal,state,and local statutes and regulations.
7. Certification Regarding Debarment, Suspension, and Other Responsibility Matters — Primary
Covered Transactions.
A. By executing this Agreement, the Consultant certifies to the best of its knowledge and belief
that it and its principals:
1. Are not presently debarred,suspended,proposed for debarment,declared ineligible,or
voluntarily excluded from covered transactions by any federal department or agency;
2. Have not within a three-year period preceding this proposal been convicted of or had a
civil judgment rendered against them for commission of fraud or a criminal offense in
connection with obtaining, attempting to obtain,or performing a public(federal,state, or
local) transaction or contract under a public transaction; violation of federal or state
antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or
destruction of records,making false statements,or receiving stolen property;
3. Are not presently indicted for or otherwise criminally or civilly charged by a
governmental entity (federal, state, or local) with commission of any of the offenses
enumerated in paragraph(A)(2)of this certification;and
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4. Have not within a three-year period preceding this application/proposal had one or more
public transactions(federal,state,or local)terminated for cause or default.
B. Where the prospective primary participant is unable to certify to any of the statements in this
certification, such prospective participant shall attach an explanation to this Agreement.
8. Relationship of the Parties. It is understood and agreed that Consultant shall be an independent
contractor and not the agent or employee of City, that City is interested in only the results to be achieved,
and that the right to control the particular manner,method,and means in which the services are performed
is solely within the discretion of Consultant. Any and all employees who provide services to City under
this Agreement shall be deemed employees solely of Consultant. The Consultant shall be solely responsible
for the conduct and actions of all its employees under this Agreement and any liability that may attach
thereto.
9. Ownership of Documents. All drawings,plans, specifications, and other related documents prepared
by Consultant under this Agreement are and shall be the property of City,and may be subject to disclosure
pursuant to chapter 42.56 RCW or other applicable public record laws. The written, graphic, mapped,
photographic, or visual documents prepared by Consultant under this Agreement shall, unless otherwise
provided, be deemed the property of City. City shall be permitted to retain these documents, including
reproducible camera-ready originals of reports,reproduction quality mylars of maps,and copies in the form
of computer files,for the City's use. City shall have unrestricted authority to publish,disclose, distribute,
and otherwise use,in whole or in part,any reports,data,drawings,images,or other material prepared under
this Agreement,provided that Consultant shall have no liability for the use of Consultant's work product
outside of the scope of its intended purpose.
10.Records. The City or State Auditor or any of their representatives shall have full access to and the right
to examine during normal business hours all of Consultant's records with respect to all matters covered in
this Agreement. Such representatives shall be permitted to audit, examine, make excerpts or transcripts
from such records, and to make audits of all contracts, invoices,materials,payrolls, and record of matters
covered by this Agreement for a period of three years from the date final payment is made hereunder.
11. Insurance. Consultant shall procure and maintain for the duration of this Agreement the minimum
automobile insurance required by Washington State Laws and Regulations.
12.Indemnification and Hold Harmless. Not applicable for this Agreement in consideration of the nature
of the services being performed.
However, 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 purpose 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.
13.Waiver. No officer,employee,agent,or other individual acting on behalf of either Party has the power,
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right,or authority to waive any of the conditions or provisions of this Agreement. A waiver in one instance
shall not be held to be a waiver of any other subsequent breach or nonperformance. All remedies afforded
in this Agreement or by law shall be taken and construed as cumulative and in addition to every other
remedy provided herein or by law. Failure of either Party to enforce at any time any of the provisions of
this Agreement or to require at any time performance by the other Party of any provision hereof shall in no
way be construed to be a waiver of such provisions nor shall it affect the validity of this Agreement or any
part thereof.
14. Assignment and Delegation. Neither Party may assign, transfer, or delegate any or all of the
responsibilities of this Agreement or the benefits received hereunder without prior written consent of the
other Party.
15. Subcontracts. Except as otherwise provided herein, Consultant shall not enter into subcontracts for
any of the work contemplated under this Agreement without obtaining prior written approval of City.
16. Confidentiality. Consultant may, from time-to-time,receive information which is deemed by City to
be confidential. Consultant shall not disclose such information without the prior express written consent
of City or upon order of a court of competent jurisdiction.
17. Jurisdiction and Venue. This Agreement is entered into in Spokane County, Washington. Disputes
between City and Consultant shall be resolved in the Superior Court of the State of Washington in Spokane
County. Notwithstanding the foregoing, Consultant agrees that it may, at City's request, be joined as a
party in any arbitration proceeding between City and any third party that includes a claim or claims that
arise out of, or that are related to Consultant's services under this Agreement. Consultant further agrees
that an arbitrator's decision therein shall be final and binding on Consultant and that judgment may be
entered upon it in any court having jurisdiction thereof.
18. Cost and Attorney's Fees. The prevailing party in any litigation or arbitration arising out of this
Agreement shall be entitled to its attorney's fees and costs of such litigation(including expert witness fees).
19. Entire Agreement. This written Agreement constitutes the entire and complete agreement between
the Parties and supersedes any prior oral or written agreements. This Agreement may not be changed,
modified,or altered except in writing signed by the Parties hereto.
20.Anti-kickback. No officer or employee of City,having the power or duty to perform an official act or
action related to this Agreement shall have or acquire any interest in this Agreement, or have solicited,
accepted,or granted a present or future gift,favor,service,or other thing of value from any person with an
interest in this Agreement.
21.Assurance of Compliance with Applicable Federal Law. During the performance of this Agreement,
the Consultant,for itself,its assignees,and successors in interest agrees as follows:
A. Compliance with Regulations: Consultant shall comply with the federal laws set forth in
subsection G of this Section 21 ("Pertinent Non-Discrimination Authorities") relative to non-
discrimination in federally-assisted programs of the U.S. Department of Transportation,
Washington State Department of Transportation(WSDOT), as they may be amended from time-
to-time,which are herein incorporated by reference and made a part of this Agreement.
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B. Non-discrimination: Consultant, with regard to the work performed by it during this
Agreement, shall not discriminate on the grounds of race,color,or national origin in the selection
and retention of subcontractors, including procurements of materials and leases of equipment.
Consultant shall not participate directly or indirectly in the discrimination prohibited by the Acts
and the Regulations,including employment practices when the contract covers any activity,project,
or program set forth in Appendix B of 49 CFR Part 21.
C.Solicitations for Subcontracts,Including Procurements of Materials and Equipment:In all
solicitations, either by competitive bidding, or negotiation made by Consultant for work to be
performed under a subcontract,including procurements of materials,or leases of equipment, each
potential subcontractor or supplier shall be notified by Consultant of Consultant's obligations under
this Agreement and the Acts and the Regulations relative to non-discrimination on the grounds of
race,color,or national origin.
D.Information and Reports:Consultant shall provide all information and reports required by the
Acts,the regulations, and directives issued pursuant thereto, and shall permit access to its books,
records,accounts,other sources of information,and its facilities as may be determined by the City
or the WSDOT to be pertinent to ascertain compliance with such Acts,regulations,and instructions.
Where any information required of Consultant is in the exclusive possession of another who fails
or refuses to furnish the information, Consultant shall so certify to the City or the WSDOT, as
appropriate,and shall set forth what efforts it has made to obtain the information.
E. Sanctions for Noncompliance: In the event of a Consultant's noncompliance with the
non-discrimination provisions of this Agreement,the City will impose such contract sanctions as it
or the WSDOT may determine to be appropriate,including,but not limited to:
1. withholding payments to Contractor under the Agreement until Consultant complies;
and/or
2.cancelling,terminating,or suspending the Agreement,in whole or in part.
F. Incorporation of Provisions: Consultant shall include the provisions of paragraphs of this
Section 21 in every subcontract, including procurements of materials and leases of equipment,
unless exempt by the Acts,regulations and directives issued pursuant thereto.Consultant shall take
action with respect to any subcontract or procurement as the City or the WSDOT may direct as a
means of enforcing such provisions, including sanctions for noncompliance. Provided, that if
Consultant becomes involved in, or is threatened with litigation by a subcontractor or supplier
because of such direction,Consultant may request that the City enter into any litigation to protect
the interests of the City. hi addition, Consultant may request the United States to enter into the
litigation to protect the interests of the United States.
G. Pertinent Non-Discrimination Authorities: During the performance of this Agreement, the
Consultant agrees to comply with the following non-discrimination statutes and authorities;
including but not limited to:
Title VI of the Civil Rights Act of 1964(42 U.S.C. §2000d et seq.,78 stat.252),(prohibits
discrimination on the basis of race,color,national origin);and 49 CFR Part 21;
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The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970,
(42 U.S.C. §4601),(prohibits unfair treatment of persons displaced or whose property has
been acquired because of Federal or Federal-aid programs and projects);
Federal-Aid Highway Act of 1973,(23 U.S.C. §324 et seq.), (prohibits discrimination on
the basis of sex);
Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. §794 et seq.), as amended,
(prohibits discrimination on the basis of disability); and 49 CFR Part 27;
The Age Discrimination Act of 1975, as amended, (42 U.S.C. §6101 et seq.), (prohibits
discrimination on the basis of age);
Airport and Airway Improvement Act of 1982, (49 USC §471, Section 47123), as
amended,(prohibits discrimination based on race,creed,color,national origin,or sex);
The Civil Rights Restoration Act of 1987,(PL 100-209), (Broadened the scope,coverage
and applicability of Title VI of the Civil Rights Act of 1964,The Age Discrimination Act
of 1975 and Section 504 of the Rehabilitation Act of 1973,by expanding the definition of
the terms"programs or activities"to include all of the programs or activities of the Federal-
aid recipients, sub-recipients and contractors, whether such programs or activities are
Federally funded or not);
Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on
the basis of disability in the operation of public entities,public and private transportation
systems,places of public accommodation,and certain testing entities(42 U.S.C. §§12131-
12189)as implemented by Department of Transportation regulations at 49 C.F.R.parts 37
and 38;
The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. §47123)
(prohibits discrimination on the basis of race,color,national origin, and sex);
Executive Order 12898, Federal Actions to Address Environmental Justice in Minority
Populations and Low-Income Populations, which ensures Non-discrimination against
minority populations by discouraging programs, policies, and activities with
disproportionately high and adverse human health or environmental effects on minority
and low-income populations;
Executive Order 13166, Improving Access to Services for Persons with Limited English
Proficiency, and resulting agency guidance, national origin discrimination includes
discrimination because of Limited English proficiency(LEP). To ensure compliance with
Title VI,you must take reasonable steps to ensure that LEP persons have meaningful access
to your programs(70 Fed.Reg. at 74087 to 74100); and
Title IX of the Education Amendments of 1972, as amended, which prohibits you from
discriminating because of sex in education programs or activities(20 U.S.C.§1681 et seq.).
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22.Severability. If any section,sentence,clause,or phrase of this Agreement should be held to be invalid
for any reason by a court of competent jurisdiction,such invalidity shall not affect the validity of any other
section,sentence,clause,or phrase of this Agreement.
23.Exhibits. Exhibits attached and incorporated into this Agreement are:
A. Scope of Services and Fee Schedule
The Parties have executed this Agreement this I day of ,1f'LQ ,2021.
CITY OF SPOKANE VALLEY Consultant:
4 !32221
Mark Calhoun,City Manager D A.York,Ph .
APPROVED AS TO FORM:
Office o the City Attorney
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EXHIBIT A
Scope of Services and Fee Schedule
SCOPE OF SERVICES
Dr. York will serve as a Program Facilitator for the City's Pavement Management Program (PMP). Dr.
York will use her expertise in program preparation and communication skills to assist the City in its PMP
development. Services may include,but not be limited to,the following tasks.
General Tasks
• Participation in regularly scheduled,weekly PMP planning meetings with City staff
• Review of PMP materials for use in developing and implementing the program
Streets Sustainability Committee
• Provide leadership to the PMP team in developing and managing a successful Committee
• Review materials developed for Committee dissemination
• Facilitate Committee meetings,providing the necessary leadership and direction for the Committee
to work together in developing PMP objectives and plans for meeting the objectives.
City Council Activities
• Review materials developed for City Council information and presentations
• Provide leadership and direction on methods for City Council facilitation
Public Participation Program
• Assist City staff in the development and implementation of an effective Public Participation
Program for the PMP.
• Review materials developed for dissemination to the public
FEE SCHEDULE
The parties have negotiated a"time and materials" agreement as the basis for fees. Invoices prepared by
Dr.York will include a summation of time associated with the work,date the work was performed, and a
description of the work performed. For project related expenses, invoices shall also include copies of
receipts for which reimbursement is being sought.
Hourly Rate
• The negotiated hourly rate for services provided by Dr.York is$225.00 per hour.
Reimbursable Expenses
• Out-of-pocket expenses accrued by Dr. York associated with this contract will be reimbursed at
cost.
• Travel mileage will be reimbursed at the current IRS standard mileage rate.
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