HomeMy WebLinkAbout5076Corttract Number.
5076
Vendor. Results Training Solutions
Sub�ect: Professional Service Agreement - Fire Station Captain
and Battalion Chief Written Examination
Department:
File Class:
Begin Date:
End Date:
Review Date:
Vault Date:
Comments :
Human Resources
LEG 12-1
10/28/2011
12/31/2011
1/1/2012
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PRUFESSIONAL SERViCES AGREE�ENT
Fyre Station Captain and Battalron Chief Written Cxa ir���fia� ��� '������'
The City of Biemerton ("C�ty") and Results Traming Solutzons ("Cansultai�t"), iefcired
to collectively as the "Part�es," entei anto the fotlowxng Agreement for professional seivices
I. Scope: Tl�e Consultant agrees to perform the se�vices moie spec�fically desciibed in the
Scope of Work, dated Octobet 1S, 2011, including any attachments theieto, attaclied heieto as
�xhibit A, wh�ch is mcorporated by �efezence herein The Scope of Woik may be modified only
pursuant to Section VI G of this �lgieernent If the Scope of Work piovtdes for unspec�fied
additional serv�ces such seivices shall only be perfoimed upon the expiess wr�tten requesi ol'the
Crty. Consultant furthcr r�presents tha� the services fuimshed under tliis Agreemcni will be
performed in accoidance wxth generally accepted profess�onal pract�ces in effect at the time such
services are perfoFmed �
II. Term: The Crty an.d the Consultant agzee that wolk w�ll begin on the tasks, described in
Exhibit A imnled�ately upon execution of this Agzeement The parties ag►ee that the work
described in Exhibit A is to be completed no later than December 31, 20l 1, piov�ded however,
that addatxonal t�me shall be granted by ihe City for excusable delays or extia waik as providcd
��_ � for in seetion VIII (A) of thas agaeement.
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III. Comnensation: Iai consideiation of ihe selwices provided pursuant tn this A��eement, the
Crt}�,shall pay Consultant $10 00 pei new question not to exceed $2,030 00
The Consultani shall submit a bilIing statement deta�lmg work perfo� med and a�nount
cha�ged on each task or portion thereof Tl�e desciiptions shall confoim to and fail within the
categor�es sei out m the Scape of Work. Upon receipt o�' a confoiming b�lling statement, the
City shalI promplly piocess payment PROVIDED, HOWEV�R, the City reserves tl�e right to
piioritize scoped work and accelerate and/oi delay work tasks undei the t�me i�ame set forth �n
Section II herein.
Consultant shall not peiform woik beyond the Scope of Work, no� shall be compensated
foi such work, unless the Scope of Work or amount of corr►pensation is mod�fied pursuant to this
Agreement. Consultant shall only be compensated for additional se�vices if requested pursuant
to Section i
If a billin� statement does i;ot confoim to thfs Agreement, the City may wi�hhold
payment until the statement �s brou�ht into compiiance. Such withllolding does not ielieve
Consultant of its obl�gations undei this A�reement
IV. Relahonship of Parties: Consultant represents that �i �s sk�lled in the matters addiessed
�n the Scope of Woik and is peiforming �ndependent funet�ons and iesponsibil�ties within its
field of expeitise Consultant and its personnel are mdependent Consuttants and nat emplayees
of the C�ty. Consultant and its personnel have no authority to bind the Ciiy o� to control the
C�ty's employees and othei Consultants None of the benefits provided hy the C�ty to iis
Bremerton/Results Ttain�ng Solutions
Fire Statyon Captai»/Battalion Ch�ef— Wr�tten Examinat�ons
Page t of 6 '
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employees, xncludmg, but not l�mrted to, compensation, insuiance, and unemploy�nent insuiance
a.ie available fiom ihe City to the employees, agents, iepiesentatives, or sub-Cansultaalts of the
Consultant Consultant will be solely and ent�rely respons�ble foi its acts and for the acts of
Consultant's ag�nts, employees, representatives and sub-Consultants during ihe performance o�f
this Agreement The City may, duimg the term of Chis A�reement, engage othcr indepcndent
Consultants to peiform the same or similar wazk
As an mdependent Consultant, Consultant is respons�ble foi rts own mana�ement rhe
City's admin�stration and enfoicement of ilus Agreeinent shall not be deemed an exelc�se of
managerial cont�ol over Consultant or ris pe�sonnel
As an independent Consultant, Consultant is responsible fot payment of all taaes and
licensing fees necessary to peifoim rts obligatio�is undei this Agieemeni Thesc taxes and fces
include but are not limited to State industrial lnsurance, I3usmess & 4ccupat�on, State
� profess�onal licensing, and City busTness licensing If any taxes oi fees due ihe Crty have been
declared delinquent, the Crty may wrihhold the delinquent amount, plus any add�rional charges
azis�n� from the delinquency, from any payments due Consultant
V. Indemni�cation: Consultant shall, at ail times, be solely iesponsible foi the acts or fa�fu�es
to act of its personnel which occur or a��se m any way out of the performa�ice of th�s Agreement
Consuitant agiees to defend, Fndemn�fy, and hold the City, its personnel and offic�als, haimless
from all costs, expenses, losses, and darnages, includin� the eost of defense, incuried � a result
of any acts or omissions of Consultant's personnel ielatmg to the performance of this
Agreemeni.
The City's ieview or acceptance of any of the work when compleied shall no� be gcounds
to avoid any of these covenants of mdemnification �
Should a couit of competent jucisdiction determine that this Agieement is sub�ect to
RCW 4 24 115, then, in the event of liabiiity for dama�es arising out of bodily rn�uxy to peisons
or damages to p�opezty caused by oi iesultmg frorn the concurrent negl�gence of the Consultant
and the City, �ts of�ceis, officials, empIoyees, agents and volu�lteeis, the Consulta��t's liability
hereunder shall be only to the extcnt of the Consultant's negligence
IT IS FURTHER SP�CIFICALLY AND EXPRESSLY UNDERSTOOD TI-IAT' `C�-IE
IND�MNIFICATTON PROVIDED HER�TN CONSTITUTES 'I'H� C4NSUL7'AN'I''S
WAIVER OF IMMUNITY UNDER INDUSTI2IAL INSURANCE, TITL� 51 RCW, SOLLLY
�OR TI-IE PURPOSCS OF THIS INDEMNIFICATTON THE PAR'1"ICS FURTI-IER
ACKNOWLEDGC THA I' THEY HAV� MUTUALLY NEGOTIAT�D TI-iIS WfIIVER
The provisions of th�s section shall survive the expiration or te�mination of this Agrecment.
VI. Gencral Conditions:
A Reports and Information• When requested by the City, Consultant shall fuxnisli
periodic ieports and documents on matters cove�ed by this A�reement The icports and
documents shall be fuinished in the tinie and form �equested Consultant shall maintatn
(3remerton/Ctesalts Trauimg Solut�ans
Fue Stat�on Capta�n/Battalion Ch�ef— Written Exammat�ons
Page 2 of 6
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accounting recQtds ii� accoidance with Geneially Accepted Accountin� Prmciples (GAAP) to
substantiate all b�lled amounts.
B Ownership and Use of Records and Dacuments Original documents, d�aw�r�gs,
des�gns and repoi�ts, includmg those m elecrionic format, developed undcr this A�reement are the
pioperty of ihe Caty Ali wrriien �nfoimat2on sub�nrited by the City to the Consultant m
connection with the se�vices peiformed by the Consultanfi undei �h�s A�reement will be
safeguaidcd by the Coi�sultant to at least the same extent as the Consultant safeguaids like
infoimation relating to iis own business If such information �s publ�cly ava�lable or �s aI�eady in
Consultant's possession or known tv �t, or zs i ightfully obtamed by the Consultant from third
paz�ties, Consultant sl�all bear no responsib�liiy foi tts diselosuie, �nadvertent oi otheiwise
All data, dacuments and tiles created by Consultant under ihis Ag�eement may be stofed
at Consultant's office m G�aham, Wash�ngton Consultant shall make sueh data, docunlents, and
files ava�labte�to the City upon its request at all ieasonable times for the pui��ose of editin�,
modrfy�ng and updating as necessaiy until such time as ihe City is capable of sior�ng such
information in the Criy's offices Duplicate copies of this �nfoi�nat�o�� shali be p�ovided to the
City upon its request, and at reasonable cost
All documents, includ�ng all repo��ls, diaw�ngs, spec�fications, computer sot�ware oi other
items prepared ai furn�shed by Consultani pursuant to this A�ieement, are instruznenis of seivice
with respect to the proJeci and aie the property of the City Any ieuse by tlie City foz othet than
ihe specific purpose intended will be at City's sole risk
C Worlc Performed at Consultant's Risk� Consuitant shall take ail ptecautions necessaiy
and shall be responsible for the safety af its employees, agents, and sub-consultants in the
performance of the worlc hereunder and shall utilize all protection necessaiy f'or t13at pur�ose
AIi work shall be done at Consultant's own i�sk, and Consuttant shall be respoi�s�ble for any loss
of oi dama�e to materials, tools, oi other arttcles used oi held foi use in eonnect�ox; with the
work ,
U Place of Work� The Consultant shall peiform the woik authori�cd under this
A�reernent at its offices in Gtaham, Wash�ngton Meetings w�th the C�ty staff as descr�bed �n
�xhibii A, Scope of Woilc, shali take place at the Crty's offices, or at locations mutualty a�ieed
upon by the parties
E Entire A�reemei�t• This A�reement and its Exhzbit{s) consi�tutes the entiic a�ieement
between the Pailies, and the Pa��ies acicnowledge that theie are no athei agreements, wiilten oi
oral, that have not been set foith �n the text of this A�reement
F Severabilitv Should any pazrt of this Agree�nent be found void, the balance of the
1�greement shall rema�n in full faice and effect.
G Modification This A�ieement may only be modified by written �t�suume��t s�gned by
both Part�es
Biemerton/Results Tra�mng Solu��ons
rire Station CaptainlBattaiion Ch�ef-- Wr�lten Cxammat�ons
Page 3 of 6
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H Written Not�ces All cammunicat�ons regarding this Agieenient shall be sent to the
parties at the addresses listed below by iegistered or 1 si class mail, or by pe� sonal se� vicc, and
shall be deemed sufficiently g�ven �f sent to the addressee at the address stated ii1 this A�;ieement
or such othei add�ess as may be hereafter specified �n writmg.
City Address
C�ty of Bremerton
i iuman Resources Depat tment
345 6` Street, Suite 600
Biemerton, WA 98337_
Consultant Address
� Results Traming Soluiions
25325�� 106'�' Avenue East
Graham, WA 98338
I Wa�vei• Failuce to enforce any piovis�on of this A�ieement shall not be deemed a
waivet of ihat piov�sion Waiver of any �zght or power aiismg out of this Agreement shall not be
deemed waiver of any othei rzght or power.
J Non-Wa�ver of Bzeach The failure of the City to insist upon strict perfoimance of any
of the covenants and agieenlents contained herein, or to exe�cise any option hezein conferred in
one or m.ore uistances shall not be cflnstrued to be a wa�ver o� �el�nqu�shmeni of said covenants,
agreements oi opt�ons, and the same shall be and iemain in full foice and effect
K Compl�ance with Laws Consultant shall comply with all applicable I'edeial, State,
and local laws in peiformmg its obl�gations under this Agreement
L Choice of Law and Venue This Agieement shall be inteipreted accoidEng to the laws
of the State of Washington. Any �udicial action to iesolve d�sputes aiising oui o:f this A�ree�nent
shall be brought in Kitsap County Superioi Court
M Attorneys' Pees In the event of lit�gation to enfoice any of the terms or prov�sions
here2n, each party shall pay all its own costs and attorney's fees
N Assignment• Any assignment of this agreement by the Contractor w�thout the wiitten
consent of the City shall be vo�d
VII. Nond�scrimination: Consultant shall not disciiminate �n employinent ar sei to ihe
public on the basis of race, color, national oiigm, sex, religion, a�;e, znarital status, d�sab�lity, or
sexual orientation except for employment act�ons based on bona fide occupational qualification
VIII. Termination: This Agieement shaIl remain in force unt�l con�pletion and acceptance of
the seivices, ternlinated by written tnstrument upon mutual consent, or by the City nf Bremerton
foi convenience Thas Agreement may be �mmed�ately temm�ated i'oi cause by a Party ii the
other Party substantially fails to perfoim tluough na fault of thc teimmatin� Pa�ty, and the non-
performing I'arty does z�ot commcnce coriection of the fa�lure of performance wiih�n th�rty (30)
days of the iezmmat�ng Party's sending not�ce fio the non-perform�n� Party Any Noticc by
Consultant shall �nclude a ieporl show�ng the status of all iteins listed in the Scope of Work
eurrent through the termmai�on date �
Breme��ton/Results T�ainmg Solut�ons
Ftre Stahon Captam/C3attalion Chief— Wtttten Exam�natrons
Page 4 of 6
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If the C�ty ieceives iemlbuisement by any federal, state, oi other souice for work desciibed in
Seciion I herein, and that funding �s withdrawn, ieduced oi lim.ited ��� any way, or the project is
cancelled o� substantFally reduced after the execut�on date of th�s Agi eement and �rior to the
completion of the woik, the City may summarily terminate this Agieement
A Excusable Delays Tlie right of Consultant to proceed shall not be teim�na�ed nor shall
` Consultant be char�;ed wrth liqu�dated damages fo� any del�ys in'tl�e compleiion of thc work due
to• 1) any acts of the federal government in controlling, restricting, or requ�s�fiionin�; mateiiats,
equipment, taols, or labor by reason of wai, national defense, othet nat�onal emergency, 2}
any acts of the City, rts cansultants, or othei public agencies caus�ng such delay, and 3} causes
not reasanably foreseeable by the parties at the time of the execution of the Agreement that are
beyond the control and w�thout the fault or negligence of the Consultant, includ�ng, but not
restiicted to, acts of God, fites, iloods, sixakes, oi weather of unusual severity 1'ROVIDED,
HOWEV�R, that the Consultant must piomptly notify the City wrthin ten (10} calendai days in
wirting of the cause of the delay If, on the bas�s of the facts and the ternis of this Agreement,
the delay is ptoperly exc�zsable, the C�ty shall, in wrrting, extend the time foz complei�ng the
woilc for a pei�od of t�me commensurate w�th the period of excusable delay
B Ri 1h� t�pon Termmation In the evetit af teiniinaiion, the City shall pay foi all
services performed by the Consultant to the effective date of tex7nmation, as descr�bed on a iinal
invo�ce submiited to the City Aftez termxnatzon, the City may take possession of all iecords and
data w�thm the Co�lsultant's possess�on pertaining to this pio�ect which may be used by the Crty
without iest��ctio�i Any such use not related to the pro�ect wh�ch Consultant was contracted to
peiform shali be without liability oi lcgal exposure to the Consultani
CITY OF BR�MERTON
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Approved as to form.
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Ci�eme�to�i/Resutts T�a�nmg Solut�ons —
Fi�e Stat�on Captain/Battalion Chief-- Written Gxaminatio��s
Page 5 of G
RESULT'S TItAINING SOLUTIONS
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Attest
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City Clerk
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�XHIBIT A
Scope of Work
October 15, 2011
Results Training Solutions
1'he Consultant, �n coopeiat�on with the City wil! create 200 questions foi the 2012 Fiie Station
Captain wi►tten exaininat�on and 200 questions fo� the T3attalion Chicf wr�tten examnlat�on `I'he
questians will be cieated f►om the following materials
1. I3remei�ton Fire Departnient Standaid Operatia�g Proceduies/GuidcI��les,
2 The current Collective Ba�ga�ning Ag�eement between the Ctty and TArI' Local
437,
3 Incident Command-Tactical Accountab�lity-Act�on Planning- Commuivcation
Solutio�ls Manual,
4 Supervzsor's Handboolc,
5 I'�re Station Captain 3ob Descraption, --
5 Battaliori Chief Job Desciiprion,
6 The City's I'olicy on Sexual I�arassment (Human Resources Pohcy 3-20-02). -
The questions w�ll be presented to the City no latei than December 31, 2011
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Bi emerton/Results Tra�n�ng Solut�ons �
I'ue Statioi� Captaii�/Battal�on Chief— Wr�tten Exam�nations
Page 6 of G