HomeMy WebLinkAbout5064Contract Number:
Vendor:
Sub�ect:
Department:
File Class:
Begin Date:
End Date:
Review Date:
Vault Date:
5064
.�� � .
Recruitment - Public Works Director
Finance
LEG 12-1
8/15/2011
8/5/2012
2/5/2012
Comments :
PROFESSIONAg. SEIZVICES AGR�EIV[EN'T
The City of Bremerton ("City") and The Prothman Company ("Consultant''}, referred to
collectively as the "Parties: ' enter into the follovv�ng Agreement for professional services
I. Scope: The Consultant agrees to perform the serv�ces more specitically descr�bed m the
Scope of Work. dated Au�ust 8, 2011, attached hereto as Exh�brt A, whrch is mcorporated by
reference here�n The Scope of Wark may be modified only pursuant to Section VII G of this
Agreement. If the Scope of Work prov�des for unspecified additional services such services
shall only be performed upon the express wntten request of the C�ty Consultant further
represents that the services furnished under this A�reement will be performed m accordance wrth
generally accepted professional pract�ces in effect at the time such services are performed
II. Term: The City and the Consultant agree that work w�ll beg�n on the tasks descr�bed in
Exh�b�t A immediately upan execution of this Agreement
III. Compensation: In consideration of the services provided pursuant to this Agreement, the
C�ty shall pay Consultant m an amount not to exceed $18,000 plus expenses as outl�ned in
Exh�b�t A Consultant's charges and bills shall conform to the schedule as outlined in Ex}vbit A
and mcorporated here�n by this reference
The Consultant shall submit regular bill�ng statements detailing work performed and
amount charged on each task or portion thereof. The descriptions shall conform to and fall
w�thm the categones set out tn the Scope of Work and/or Fee Schedule Upon receipt of a
conforming billing statement, the C�ty shall promptly process payment. PROVIDED,
HOWEVER the C�ty reserves the right to prioritize scoped work and accelerate and/or delay
work tasks under the time frame set forth in Exhibit A
Consultant shall not perform work beyond the Scope of Work, nor shall be compensated
for such work, unless the Scope of Work or amount of compensation �s mod�fied pursuant to th�s
A�reement Consultant shall only be compensated for addinonal services if requested pursuant
to Section 1 and, if not otherwise prov�ded, such compensation shall be in accordance with
Exlubit A
If a b�lling statement does not conform to this A�reement, the Crty may withhold
payment until the statement �s brought �nto compl�ance Such wrthholding does not relieve
Consultant of rts obl�gations under tlus Agreement
1V. Relationship of Parties: Cansultant represents that it is skilled in the matters addressed
in the Scope of Worl. and is performmg �ndependent functions and respons�bilrties withm rts
tield of expertise. Consultant and its personnel are �ndependent Consultants and not employees
of the C�ty Consultant and rts personnel have no authonTy to b�nd the C�ty or to control the
C�ty's employees and other Consultants None of the benefits provided by the City to its
employees, mcludmg, but nat lim�ted to, compensation, insui�ance, and w�employment insurance
are available from the City to the employees, agents, representat�ves. or sub-Consultants of the
Bremerton/Prothman Company
Page 1 of 9
Consultant Consultant will be solely and entirely responsible for its acts and for the acts of
Consultant's agents. employees representatives and sub-Consultants durin� the pertormance of
this Agreement The C�ty may, durmg the term of this Agreement, engage odiei mdependent
_ Consultants to perform the same or similar wvrk
As an mdependent Consultant, Consultant �s respons�ble for its own maoagement The
City's administration and enforcement of this Agreement shall not be deemed an eaercise of
managerial control over Consultant or rts persannel
As an �ndependent Consultant, Consultant is respons�ble for payment of a11 ta�ces and
licensmg fees necessary to pertorm its obligations under this Agreement These taxes and fees
include but aie not limited to State industrial insurance. Business & Occupation, State
professional licensin�, and City business l�censing If any taxes or fees due the C�ty have been
declazed delinquent. the C�ty may w�thhold the delmquent amount, plus any addrtional charges
ansmg from the delmquency, from any payments due Consultant
V. lndemnificaHon: Consultant shall defend, mdemnify and hold the City, �ts officers,
officials, employees, agents and volunteers harmless from any and all claims, m�uries. damages,
losses or suits, mcludmg all legal costs and attorney fees, arismg out of or m connecUon with the
performance of this Agreement. eacept for that portion of the in�uries and damages caused by the
City's sole ne�l��ence
`I'he C�ty's review or acceptance of any of the work when completed shall not be grounds
to avoid any of these covenants of indernnification
Should a court of competent �urisdict�on determine that th�s Agreement is sub�ect to
RCW 4 24.115, then, m the event of liability for damages ansmg out of bodily in�ury to persons
or dama�es to property caused by or resulting from the concunent negligence of the Consultant
and the C�ty, �ts officers, ot�ic�als, employees, agents and volunteers. the Consultant's I�ab�1�Ty
hereunder shall be only to the extent of the Consultant's negl��ence
1T IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE
INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S
WAIVER OF IMMUNI?Y UNDER INDUSTRIAL INSURANCE. TITLE 51 RCW, SOLELY
FOR THE PURPOSES OF ?HIS INDEMNIFICATION THE PARTIES FURTHER
ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER
The provisians of th�s section sliall surv�ve the expirat�on or term�nat�on of this Agreement.
VI. Insurance: The Consultant shall procure and niamtain for the durarion of the Agreement.
msurance agamst claims for �n�uries to persons or da�nage to property which may arise from or in
connectaon w�th the performance of the work hereunder by the Consultant, its agents.
representatives, employees, sub-consultants or sub-Consultants
Before begmnmg work on the pro�ect described in this Agreement, the Consultant shall
provide a Certificate of Insurance evidencing:
Bremerton/Prothman Company
Pa�e 2 af 9
1. 1. Commercial General Liabilitv msurance wiztten on an occurrence bas�s with
limits no less than $1,000,000 comb�ned s�ngle l�mit pei occurrence and general
aggregate for personal m�ury. bodily injury and property damabe Coverage shall include
but not be l�m�ted to blanket contractual, products/completed operations/broad form
property dainage, explosion, collapse and underground (XCU) if applicable, and
employer's liabilrty. and
2. Eacess Liabilitv msurance wxth lim�ts not less than 1.000,000 limit per occurrence and
aggregate
3. Professional Liabilitv msurance with lim�ts no less than $1,004,000 l�mit per
occurrence/claim
Any payment of deduct�ble or self insured retention shall be the sole responsibtl�ty of the
Consultant
All requ�red po[icies shall be provided on an "occurrence" bas�s except professional
liability insurance (�f required}, wh�ch may be provided on a"claims-made' basis
The City shall be named as an addrt�oi�al �nsured on the Commerc�al General Liab�lrty
insurance pol�cy, as respects work performed by or on behalf of the Consultant and a capy of an
endorseinent that �s acceptable to the C�ty, wh�ch names the City as an additional �nsured shall be
attached to the Certificate of Insurance The City reserves the r��ht to rece�ve a cert�fied copy of
all the reyuired �nsurance policies and endorsements The City fw�ther reserves the right to reject
any unacceptable pol�c�es and/or endorsements
The Consultant's Connnercial General L�abil�ty �nsurance shall conta�n a clause stat�ng
that coverage shall apply separately to each insured against whom claim �s made or suit is
brought. except witl� respects to the l�mits of the msurer's liabil�Ty
The Consultant's insurance shall be prunary insurance as respects the City and it shall be
an affirmat�ve obl�gat�on upon Consultant to advise the City"s Risk Manager by fa�c at (360) 473-
5161, or by cerrified ma�l, return rece�pt requested to Crty of Bremerton, attn Risk Management,
345 6�' Street, Suite 600. Bremerton, WA 98337 w�thin two days of the cancellation, suspens�on
or substant�ve change of any msurance policy set out herem, and fa�lure to do so shall be
construed to be a breach of this Agreement
The City also reserves its unyual�tied r��ht to requrre at any time and for any reason,
proof of coverage in the fonn of a duplicate of the insurance policy w�th all endorsements as
evidence of coverage
VII. General Conditions:
A Reports and Informat�on When requested by the C�ty, Consultant shall funush
periodic reports and documents on matters covered by this Agreement The reports and
documents shall be furnished in the time and form requested. Consultant shall ma�nta�n
Bremerton/Prothman Company
Page 3 of 9
account�ng records m accordance w�th Generally Accepted Accounting Principles (GAAP) to
substantiate all billed amounts
B Use of Records and Documents All data, documents, and files created by Consultant
or pravided to Consulta�it under th�s Agreement may be stored at Consultant's office in Issaquah.
Washin��ton Consultant shall make such data, documents, and files available to the City upon its
request at all reasonable t�mes for the purpose of editing, inodifying, and updatm� as necessary
or to respond to Publ�c Records Requests
C. Work Performed at Consultant's Risk: Consultant shall take all precautions necessary
and shall be respons�ble for the safety of its employees, agents, and sub-consultants in the
per�ormance of the work hereunder and shall util�ze all protection necessary for that purpose
All work shall be done at Consultant's own nsk, and Consultant shall be responsible for any loss
of or damage to materials, tools, or other articles used or held for use m connection with the
work
D. Place of Work The Consultant shall pertorm the work authonzed under this
Agreement at its offices in Issayuah. Washington Meetmgs with the C�ty staff as described u�
Exhibrt A. Scope of Work, shall take place at the City's offices, or at locations mutually a�reed
upon by the parties
E Entire Agreement• This Agreement and rts Exhtbits const�tutes the entire agreement
between the Part�es, and the Parties acknowledge that there are no other a�reements, written or
oiat, that have not been set forth �n the text of this A�reement
F Severabiliri� Should any part of this Agreement be found void, the balance of the
Agreement shall remam in full force and effect
G. Modificarion Tlvs Agreement may only be mod�fied by written instrument signed by
both Pariies
H Wntten Not�ces All communications regardmg this Agreement shall be sent to the
parties at the addresses listed below by reg�stered or lst class ma�l, or by personal service, and
shalt be deemed sufficiently given �f sent to the addressee at the address stated in this Agreement
or such other address as may be herea�er specified in writmg.
City Address
Becky Hasart, Financial Services Director
City of Bremerton
345 6 Street, Suite 600
Bremerton. WA 9833?
Consultant Address
Greg Prothman, President
The Prothman Company
371 NE Gilman Blvd Ste 350
Issaquah, WA 98027
I Waiver Failure to enforce any provision of this A�eement shall not be deemed a
waiver of that provis�on Waiver of any nght or power ar�sing out of this Agreement shall not be
deemed waiver of any other right or power.
Bremerton/Prothman Company
Page 4 of 9
J Non-Waiver of Breach The fa�Iure of the City to ms�st upon strict performance of any
of the covenants and agreements contained herein, or to exercise any option herein confened m
one or more mstances shall not be construed to be a wa�ver or relmquishment of said covenants.
agreements or options, and the same shall be and remam in full force and effect
K Compliance with Laws: Consultant shall comply with all applicable Federal, State,
and local laws m performm� its obl�gations under this A�reement
L Cho�ce of Law and Venue Th�s Agreement shall be mterpreted according to the laws
of the State of Washington. Any �udicial action to resolve disputes arising out of this Agreement
shall be brought in Kitsap County Supenor Court
M Attornevs' Fees ln the event of lingation to enforce any of the terms or provisions
herein, each party shall pay all rts own costs and attorney's fees
N Ass��nment. Any ass�gnment of th�s agreement by the Contractor without the written
consent of the City shall be void
VIII. Nondiscrimination: Consultant shall not discnminate m employment or services to the
public on the bas�s of race. color, national origm, sex, rel�gion, age, marital status, disabil�Ty, or
seaual onentation except for einployment act�ons based on bona fide occupahonal qualification.
IX. Terminahon: This Agreement shall remain �n force unt�l complet�on and acceptance of
the services, termmated by wntten instrument upan mutual consent, or by the Crty of Bremerton
for convemence. This Agreement may be immediately terniinated for cause by a Party if the
other Party substantially fails to perform through no fault of the terminating Party, and the non-
perform�ng Party does not commence correction of the failure of performance with�n th�rty (30)
days of the termmat�ng Party's send�ng notice to the non-performin� Pariy Any Not�ce by
Consultant shall mclude a report showing the status of all items listed m the Scope of Work
current through the terminat�on date
If the C�ty rece�ves re�mbursement by any federal, state, or other source for work described in
Section I herem, and that funding is withdrawn, reduced or lim�ted m any way, or the project is
cancelled or substantially reduced after the execution date of ttus Agreement and pi�or to the
completton of the work, the City may summarily termmate this Agreement
A Excusable Delavs The right of Consultant to proceed shall not be termuiated nor shall
Consultant be charged wrth liquidated damages for any delays in the completion of the work due
to• l) any acts of the federal gavernment m controlling, restnct�ng, or reyuisrtiomng matenals.
equ�pment, tools, or labor by reason of war, national defense, or other national emergency, 2)
any acts of the City, its consultants, or other public a�encies causmg such delay; and 3) causes
not reasonably foreseeable by the parties at the time of the execution of the Agreement that are
beyond the control and without the fault or negli�ence of the Consultan� includ�ng. but not
resfincted to, acts of God, tires, floods, stnkes, or weather af unusual sever�ty PROVIDED.
HOWEVER, that the Consultant must promptly not�fy the Crty wrth�n ten (l0) calendat days in
wrrtm� of the cause of the delay If, on the basis of the facts and the ternis of this Agieement,
Biemerton/Prothman Company
Page 5 of 9
the de�ay �s properly excusable. the C�ty shall, in wr�ting. extend the time foi completmg the
work for a period of time commensurate w�th the penod of excusable delay
B Ri h� ts Upon Terminat�on In the event of termination, the Crty shall pay for all
serv�ces performed by the Consultant to the effective date of ternimat�on, as described on a final
invoice subm�tted to the Crty Af�er terni�nation, the Crty may take possess�on of all records and
data w�thin the Consultant's possession pertaimng to this project whtch may be used by the C�ty
w�thout restriction Any such use not related to the pro�ect wh�ch Consultant was contracted to
perform shall be without liability or legal exposure to the Consultant _ r ,
OF BREMERTON
w
Date.
as to form
,
ieme on Ci y Attorney
�� �S
� ��i�
r1,:�
: II
Date '�t3 I �- l I
th nnd�n
Atte�t
�- -----
_� ,
C�ry Cl __
;
�
Bremerton/Prothman Company
Page 6 of 9
EXHIBIT A– Scope of Services
Pro�ect Review
The first step Hnll be to review the followmg topics with the City
o Review the scope of work and amend as needed
o Review the pro�ect schedule
o Identify the geographic scope of the search (local, regional or national)
o Review the compensation package and review the market rate
♦ Identify key stakeholders
Information Gathenng and Research (Sol�crf�ng Input)
Our goai is to thoroughly understand the preferred candidate qual�cations, as well as the
values and culture of the City To accomplish this we wdl
o Conduct a phone mterv�ew vinth the Mayor and Director of Financiai Services
(HR)
o Review all documents related to the position and the City of Bremerton
Position P�ofile Development (ldent►fying the Ideal Candidate)
Once we have a firm understanding of the preferred candidate qualifications, as well as the
values, culture and challenges of the organization, we can begm to develop a profile of your
�deal candidate Once the Position Pro�le is written and then approved by the City, it wdl
serve as the foundation for our determmation of a candidate's fit withm the organization and
commurnty Profiles include the following
o A description of the ideal candidate's qualifications
o Work expenence & education
o Personality traits & work habits
o Orgarnzation-specific information
o Descnption of the position and key responsibdities
a Description of the City of Bremerton and services summary
o Pnonties and current challenges facmg the public works director
o Commurnty-spec�c information
o Overview of the city and the surrounding region
o industry, services and tourist activities
o Compensation package details
e Information on how to apply
Recruitment and Advertismg Strategy (Locating Qualrfied Cand�dates)
We wdl design an effective advertising strategy to identify and reach the candidates who are
best suited for the public works director position Often, the best candidates are not actively
looking for a new position—this is the person we want to recruit Our recruitment strategy
mvolves the foliowing
o Print and internet-based ads placed m professional publications, �ournals and on
related websites
o Recna�tment brochures sent directly to hundreds of highly qualified management
professionals who may not be actively searchmg
o Phone calis placed directly to directors that we personally know
Bremerton/Prothman Company
Pa�e 7 of 9
o Posting the Position Profile on the Prothman website, wh�ch receives over 10,000
hits per month
Candidate Screernng (Narrow�ng the F�eld)
Once the application deadline has passed, we wdl screen the applicants m order to find the
most outstandmg candidates The screernng process has 5 key steps
1) Initial Application Review Using the Position Profile as our guide, we will screen
the candidates based on the application materials they have provided These
materials include resumes, a Prothman appiication, and supplemental questions
(to determme a candidate's wr�ting skdls, analytical abdities and communication
style) We uv�il then send all relevant application materiais to the City for review
2) First Work Session (on-s�te or phone conference) We wdl meet with the City to
review the most promismg candidates and �ointly identify the top 10 to 15
semifinalists We wdl also begin discussions on the finai interview design
3) Sem�inalist Internews We wUl conduct telephone, videoconference or in-person
mterviews w�th each of the chosen sem�nalists We wdl conduct a preliminary
publication and mternet search on these candidates
4) Second Work Session (phone conference) We will present our findmgs from the
mterviews and internet checks, make recommendations and work with you to
pick the top 4 to 6 candidates to inv►te to the final interviews We v�nll complete
the final interview design
5) Structured References and Background Checks We ask each applicant to
provide 9 references comprised of supervisors, subordmates and peers from
their last 3 �obs and we then conduct 4 to 5 references per candidate from this
list We also provide publication and mternet research and we contract with
ABSO to provide education verification, crimmal history, sex offender and drivmg
record checks
Final Interwews (Selectmg ihe Rrght Cand�date)
The final mterview process �s designed so that you can learn as much as possible about
each candidate and best assess how each candidate will "fit" mto your orgarnzation This is
done by givmg you several opporturnties to observe the candidates in various settings, as
well as providmg thorough background and reference detads
o Finai Intennews We wdl tador the interview process to fit your needs it may
involve usmg vanous panels of city officiais, city staff and community
stakeholders or �ust one meetmg with the Mayor Either way, every interviewer
wdl be provided a binder with each candidate's complete application and
supplemental mfo�rnation, as well as suggested interview questions and a master
interview schedule
o Faalitate Employment Agreement Once the top candidate has been selected,
wre wdl offer any assistance the City requires m developing a letter of offer and
negotiating terms of the emptoyment agreement
FEE & EXPENSES
Professional Fee
The professional fee is $18,000 This covers all Prothman consultant and staff time reqwred to
conduct the recruitment This includes all correspondence and on-site meetmgs with the client,
wnting and placing the recruitment ads, development of candidate profile, sending mvitation
Bremerton/Prothman Company
Page 8 of 9
letters, reviewing resumes, coordmating and conductmg semifinalist interviews, coordinating
and attendmg finalist mtenriews, coordmating candidate travel, professional reference checks
and ail other search related tasks required to successfully complete the recnaitment
Expenses
Expenses are the responsibdity of the City and will be discussed with the City pnor to
expenditure Expense items mclude but are not limited to
� Newspaper, trade Journal websites and other advertising
� Direct mad announcements and regret letters
� Delivery expenses
� Pnnting of documents and materials
� Consultant mileage and travei time
� Candidate travei (�f any)
o Background checks performed by ABSO
o Any client-required licenses, fees or taxes
A 3% charge wdl be added to ali expenses which reflect City and State B&O tax obligations
Professional fees are billed in th�ee equal mstallments dunng the course of the search
Expenses are billed monthly
GUARANTEE
Our record of success m placmg highly qualified candidates provides that Prothman wdi
guarantee the placement of a qualified candidate If the selected finalist candidate is termmated
with or without cause or resigns withm one year from the employment date, we wdl conduct a
replacement search �nnth no additional professional fee
CANCELLATION
You have the nght to cancel the search at any time Your only obligation would be the fees and
expenses mcurred prior to canceliation
You have the nght to cancel the search at any time Your only obligatron would be the fees and
expenses mcurred prior to cancellation
Bremerton/Prothman Company
Page 9 of 9