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HomeMy WebLinkAbout4971Contract Number: Vendor: Subject: Department: File Class: Begin Date: End Date: Review Date Vault Date: 4971 RESULTS TRAINING SOLUTIONS Professional Service Agreement - Fire Lieutenant Exam Fire LEG 12-1 10/29/2010 i/6/2o11 1/31/2011 Comments: PROFESSIONAL SERVICES AGRE�MENT, rire Lieutc��ant Written Examination The City of Bremcrton ("City") and Resulls Training Soltttions ("Consultant"), rEferrcd to coltectively as t9�e "Parties," enter into the following Agreement for pro�essional services: L Seope: 7'he Consultant agrees to perfo�•m the services more spccifically described in the Scope of Work, dat�d 4etober 15, 2010, includin� a�iy attaehmenis thereta, attached hereto as laxhibit A, wl�ich is incoi by reference he��ein. Tl�e Scope of Work may be modifed only pursuant �o Section VII.G. of' this Agreeme�lt. If the Scope of Wo�•1< provides far• unspeci�ed additinnal services such services shall only be perfor��ed upon the express wri#len rec�uest of the City. Co�isultant further represents that the se�•vices fui•nished undet• this Agreement will be perfar�ned i�� accoa•dance with generally accepted professional praetices in effect ai the time such serviccs are performed. T[. Terrr�: Thc City and the Consultant agrce that worl< will begin on the tasks described in l:xhibit A immediately upon exccutioi� of this Agrecment. The parties agree ihat the wark desc�•ibed in Lxhibit A is to be completed no later tha3� Ja��uary G, 2011; provided however, that additional time shall be granted by �he City for excusable delays or extra work as provided for in section �X (A} of this agreement, �li. Cor�pensation: In considerataoi� of thc services provided pursuant to this Agreement, the City shall pay Consultant in an a�nount not to exceed $530.00. 'The Consultant shall suUmit re�;ular billing statemenis detailin� work perfot�nied and an�ounl charged on each task or portion thez•cof. �'he descriptions shall confoc•m lo and Sall within the cate�orics set out in the Scope of Work and/or Iaee Schedule, Upon receipt of a canforming billin� siaterneni, th� City shail prompily process payznent. I'RO'VrDI;D, HOWI�VER, the City c•eserves lhe i�ight !o p�•io��itire seoped work a�id accelerale and/or delay worlc tasks ui�der the time frame set fox•th in Section T1 herein. Consultant shall not perfonn worlc beyond thc Scope of Worlc, nor shall be compensated for such worlc, unlcss the Scope o� Wo��k or amount of coinpensatio�z is modified pursuant to this Agrcement. Coiisultant shall only be con�pensated for additional scrvices iC �•equestcd pursuant to Section I. If a billin�; statement daes not confa��m to this Agrecmcnt, ihe City may withhold paymcnt until tl�e statement is bi inlo cocnpliai�ce. Such withi�olding does i�ot relievc Consultant of its obli�ations under this Agreen�ent. IV. Relafionsliip of Partics: Consultani represents that it is slcilled in the �natters addi•essed in lhe Scope of Warlc and is performing indepe�ldent functions and responsiUilities witliin its field oi' expertise. Consultant and its pe�soi�ncl are i�ldepc»dent Consultants and not employees af the City. Consultant and iis persoxmel have i�o auihoi•iiy tfl bi�id the City ar to control �he City's employees and other Consultants. Nonc of the benefits provided by thc City ta iis Bremer�on/Results "I'raining Solutions Fire I.,ieutena��t -- W�•itten Lxamination Pa�e 1 of 5 employees, ii�cludin�, but not li�nited to, campensatian, insurance, and unemployme��t insurance are available from the City to Ehe cmployees, agcnts, representatives, o�� sub-Cansultants of �he Consuliant. Consultani will be soiely a»d e�iiirely responsiblc for its acls and foi• the acts of Consuitant's agenis, employees, representatives and sub-Consul�ants durinb thc performance of tliis A�reement. The City �nay, during the te�•tn of this Agreeineni, enga�e other independent Consultants tn perrorm the sa�ne or similar wa�•k. As an independent Const�ltant, Consultant is responsible for its own management. `The City's administration and enforcement of this Agreement shall z�ot bc: deeEned a�i exercise of managerial control ove�• Gansultant or iis persoi�nef. As an independent Consultant, Consultant is responsible for ��ayment of all taxes and licensing fees necessary to perform its obligations under this Agrcement. 7�l�ese taxes and fees include but are not limited to State i��.dustrial insurance, 13usiness & Occupation, Siate prafessional licensing, and City business licensing. If any taxes or fees due the City have been declax•ed delinqueni, the City n�ay witl�hold the dclinq�ent amouni, plus any additional cha�•ges arising fi•om the delinqueney, from any paymenis due Consultant. V. [ndemni�eation: Consultant shall, at alI times, be so[cly responsible for tlie acts or failures to act of its personnel which occur or arise in any way out of the performance of this Agreement. Coi�suitant agrees to defend, ii�demnil'y, and hold thc: City, its personnel and officials, ha��mlcss fi•om all costs, expenses, losses, and damages, inc{udin� thc cost of defense, incur;•ed as a result of any acis or omissions of Consultant's personnel relating to il�e performance of� this Agreemc;ni. "The City's i or acceptanec of any of the woi•k when completed shall not be �rounds to avoid any of these covenants of inden�nification. Should a court of competent jurisdiciion detez�anine that tllis Agreement is subject to RCW 4.24.115, then, in the event of liability for damages a�•isix�� oui of bodily injury to persons or dama�es to property caused by or resulting from the concurrent nc�ligence of the Consultant and the City, its officcrs, of�cials, emptoyees, a�ents and voluntee�•s, the Consulta�lt's liability herewide�• shall be only to the exient of the Consultant's negligence. IT IS I�UR`l'I-iLR ST'L-'CII�ICALLY AND TXPRESSLY UNDI.RS'I'OOI) 'FI-�A'1' 'TI-!E iND�MNII�ICAI�ION PRUVIDGD I-IERCIN CONS1'1`!'U"1'�S 1'HE CONSUL"1'AN'1''S W�IIVER OF IMMUNITY UNULR INDUSTRI!\L INSUR.ANCE, `C]'I�LE S1 RCW, SOL[:LY FOR TI�IC i'URPOSLS OF TI-IIS INDEMNIrICA`I'ION. "I'I-IC T'ARTIES FURTI-ILR ACKNOWL�DGC TI-(A'I' `I'T-II;Y HAV� MUTU�I�,LY N1�GOTIATI:D Tl-IIS �VAIVER. "1"he provisions of this section shall survive the expiraiion o�• termination oi' this Agreeinenl. VII. General Conditions: A. Reports and Informatio�i: When cequested by the City, Cc�nsu�tant shat! furnish periodic reports and documcnts on matters covered by this A�reement. The �•eports and documents sl�all be 1'urnished in the time antl form requested. Consultani shall mair�tain �3remerton/Results Training Solutiozls �'ire Licutenat�t — Writien Examination 1'age 2 of 5 accounting recorc�s in accoi�dance with Gcneraily Acceptcd �lceounting Prij�ciples {GAAp) to substantiate all billed amounts. I3. Ownershi and Use of Records and Documents: Original documents, drawings, desi�ns and reports, including those in electronic format, developed under this Agreement are the p�•operty of the City. AIl written information submitted by the City to tl�e Consultant in conneetion with the services performed by the Consulta�lt under ihis Agreeme��t will be saf�guarded by the Consultairt to at least the saine exteni as the Consuliant safeguards lilce inf�rmation relatin�; to its own business. If such information is publicly available or is aIready in Consultant's possession or lcnow�a to it, or is rightfully obtained by the Consultant from third parlies, Consultant sliall beai• no ��esponsibility for its disclosure, inadvertent or otherwise. ` l�ll data, documents aFid f�les createc� by Consultant under this Agreement may be stored at Consultant's office in Graham, Washingtan. Consultant sha�l make such da#a, documents, and �'iles available to the City upon its ��equest ai all reasonablc times for the purpose of editing, inod'afying and updating as necessaiy until such time as the City is capable of storin� suc�� infoimation in thc Cicy's offic�s. Duplacate copies of this information shall be provided to the City upon its request, and at reasonable eost. All documents, including a!1 reports, drawings, speci�cations, computer softwa�•e or other items prepared or furnished by Consultant pursuani to this Agreement, ai•e instrumcnts of servicc with respect ta the project and are the property of the City. Any reuse by the City fo�• other than the specif c purpose intended will be at City's solc rislc. C. Work Performed at Consultant's Risl<: Consultant shall take all prccautions necessary and sl�all be responsible ro�� the safety of its employces, agents, and sub-consultants ,in the perfor�x�ance of the work hereunder and sha[1 utilize all p�•otcciinn necessary for that purpose. f1,{1 work shaEl be donc at Consuliant's own risk, anc� Consu[tant shail be E�esponsiblc fo�• a��y loss of or damage to mat�rials, tools, or other articles used or hefd for use in conne;ction with the work. D. Place of Work: Thc Consuliant shall perform the worlc authorized under this Agreement at its offces in Graham Washin�ton. Meetings with the City staff as ctescribed in L;xhibit A, Scope of Woc�k, shall tal<e plaee ai ihe City's offices, or at locatio;�s mutualiy �greed upon by the partics. C. Entire Ag�•eement: This A�reemc;nt and its Cxhibit(s} constilutes the entax•e a�reeineni belween the Parties, and the Pai acl<nowicdge thal thcre are no other ag�•eements, writicn or oral, that have noi been sct foi�th in the text of this Abreement, I�. Severabilii�v: ShouId a��y parl of this A�;x•eement be found void, the balance of the Agrceanent shall remain in full forc� and ei'fect. G. Modifica�ion: "This Agrcezne�it may only be modified by written insti�ument si�;ncd by both Parties. Bremerton/Results "1'raining Solulions �'irE Lieutcnant — Written Exainination Page 3 oi' S 1�. Written Notices: 1111 communicatioi�s re�ardin�; this Agxeement shail be seni to the parties at the addresses listed hetorx� by registerec� or l st class mail, or by personal service, and shall be deemed sufficiently �;ivcn if seni to the addressee ai the address stated in this Agreement or such other ac�dress as may be hereaftei• specificd in w�•iting. City Address City of Bremereon Human Resources Depa�•#ment 345 G'�' Street, Suite 600 Breme�•ton, WA 98337� Consultant Address Resuits Training Solutions 253205 1 Q6`�' Avenue I'sast G��aliai��, WA 98338 I. Waiver: Failure to cnfox�ce any provision of this Agreemeni shall no� be deemed a waiver of that provision. Waiver of ar�y i•ight or powei• axisin� out of this Agreement shall not bc deemed waiver of any othcr ri�hl or power. J. Non-Waivez• of I3reach: The failure ol�the City to insisi upon sirict performance af any of ihe covenants and agree��nents coniained her•�in, or to exei�cise any optian hercin coni'erred in one or more instaz�ces shall not be construed to bc a waiver or relinc�uishzi�.ent af said covenants, agreements or options, and ihe same s��all be and �•emain in full force And ef'fect. K. Complia�ice with Laws: Co3lsultant.shatl eomply with all applicable l;edet�al, Statc, and local laws in periormin� its oUligations unde�• this Agreement. l,. Chaicc of Law and Vei�ue: 'I'ilis A6reemcnt sliall be inierpreted acco�•ding to the laws of the State oC Washingtoil, ,F1ny judicial action to �•esolve disputcs arising aut of tliis 1lgreement shall be broughl i�1 Kitsap County Superior Caurt. � M. Attor�leys' Fees: In the event of litigation to enforce any of the terms or pro�isio�is herein, each party shall pay all its own costs and attorney's fees, N. Assignment: Any assi�n�nent of this agreement by ihe Contractor withoui the writien consent of the City sk�all bc void. VIII. Nondiscrimination: Consultant sllall not discrimin�te in emptoynzcnt or services to the public on the basis of raee, color, national oribin, sex, religion, a�e,�marital status, disability, or scxual orientation except for employmcnt actions based on bona fide occupationai qualification. IX. Termination: '1'his Agrc;emen� shall ren�Ain in force until compietion and acceptance of the services, terminateci 6y written inslru��lezlt upon mutual consent, or by the City of Brcmerton for convenic��ce. This Agreement rnay be immediately �erminated for cause by a 7'a� if the oti7er T'arty substantially fails to perform thraugh no fault of the terminating Parly, and the non- per�ormin� Parly does z�ot commence correctioz� of the failux•e of performance within thii�ty (30) days of the terminating Party's sendin� notice to the non-performi��g Pa�•ly. Any Notice by Consultant shai� include a report showin� the status of all items listed in the Scope of Work current througk� the termination dace. Bre�net•ton/Results Traini��b Solutions I'ire LieuEenant — Writlea� Examinalion T'age 4 of 5 if the City receives reimbursement by any federal, state, or other• source for wo�•k dese3•ibed in Section I herein, and that fi�ndin�; is withdrawri, reduced or liinited ii� any way, or the pc•�ject is cancelled or substantially reduced after the execution datc of tlris Agreement and prioc• to the eompletion of ihe wock, the Ciiy rraay summarily terminate this A�reement. A. E�cusable Delavs: The right of Consuliant to praceed shall noi be teizninated nor shall Consultant bc char�;ed with liquidatcd damages for any delays in the completion of the worlc due to: 1) any acts of the federal �;overnment in controlIang, restricting, or requisitionin�, materials, eguipmeni, taols, o�• labor by reason of wai•, national dcfense, or other national elnergency; 2) any acts of the City, its cansultants, oc othei• public ageneies causing such delay; and 3) eauses not reasanably foreseeablc by the partics at the time of the cxecution of tl�e A�reement that are beyond thc control and without tlle fault or negli�ence of tbe Consuitant, includ'an�, but not �•esiricted to, acts of Ged, �i•cs, floods, strikes, o�� weather of unusual severily. PItOVII�I;D, I-IOWI�VI;R, ihat ihe Cansultant nnust promptly notify tl�e City within ten (lU) calendar days in writing of the cause of the delay. If, on thc: basis of the facts and the ter«�s of this A��•eement, tl�.e dclay is properly excusable, the City shall, in writin�, extend the time for completing the work ror a period of time commensurate with the period of excusable dcEay. B. Ri h� ts Upon Termination: in the eveni of #erminatio�i, the City shall pay for a!1 services performed by the Consultant to the efi'ective date af iermination, as describcd on � final invoice submitted to thc City, After termination, the City may take possession of� all recoi•ds and data within the Consultant's possessioEl pertaining to this project which rnay be used by the City witllout restriction. Any such use not re(ated to the project which Cos�sultani was contracted ta peri'orm shall be without liability ar legal exposure to the Consul�ant. Ct`1'Y OF BREMLRTON CONSULTANT yf�`K I3y: C�un,�rtoN�e �. �(Mo�'� 1tS: l.� 1 V �� ,�2UU 1 Cl V'G'T{C..Q 1/� Uate; D � /- - . � / ,� �, / / C �i '%,��I.��� :a v ���; ,�Jr� ' � i . � . � A o form: remert 1 CE�Y A1L01'17Cy Att st: � City CI r Bremerton/Results Trai��ing Solutions rire Lieutenant — Writlen �xamii7ation Page5of5 �XHI131T A Scopc of Wark October l5, 2010 Results Trainin� Solutions `I�he, Consultani, in coo�eration wit�t tlie City will ci•cate 200 questions i'or thc 201 l I'i�•e Licutenant writtcn cxamination. The qucslions will be createc� i'rom the followir�g materials: 1. I3remerton I�ire Department Sta��dard Uperating Procedures/Guidclines; 2. 'I'he eurrent Collective Bargaining A�;reeFnent between thc City and IAI�F Local 437; 3. Incidcnt Command-"I'aciical Accauntability-Action Pta��ning- Communication Solutio��s Manual; 4. Supet�visor's 1landbook; S. F�ire Lieutenani Job Description; 6. The City's Policy on Sexual Harassmen[ (1-�umail Resources Policy 3-20-02). '1'he questions will be presented to the City no later than January 6, 20l 1.