Loading...
HomeMy WebLinkAbout5173Contract Number. Vendor: Sub�ect: Department: File Class: Begin Date: End Date: Review Date: Vault Date. Comments: 5173 THE PROTHMAN COMPANY PSA - Chief of Police Recruitment Human Resources LEG 12-1 8/17/2012 PROFESSIONAL SERVICES AGREEMENT The Crty of Bremerton ("Crty") and The Prothman Company ("Consultant"), referred to collectively as the "Parties," enter into the following Agreement for professional services I. Scope: The Consultant agrees to perform the services more specifically described in the Scope of Work, attached hereto as Exhibrt A, which is mcorporated by reference herem The Scope of Work may be modified only pursuant to Section VII G of this Agreement If the Scope of Work provides for unspecified addrtional services such services shall only be performed upon the express written request of the Crty Consultant further represents that the services furnished under this Agreement will be performed in accordance with generally accepted professional practices m effect at the time such services are performed II. Term: The City and the Consultant agree that work will begin on the tasks described m Exhibrt A immediately upon execution of this Agreement III. Compensation: In consideration of the services provided pursuant to this Agreement, the City shall pay Consultant m an amount not to exceed $18,000 plus expenses as outlmed m Exhibit A Consultant's charges and bills shall conform to the schedule as outlmed in Exhibit A and incorporated herein by this reference The Consultant shall submit regular billing statements detailmg work performed and amount charged on each task or portion thereof The descriptions shall conform to and fall withm the categories set out m the Scope of Work andlor Fee Schedule Upon receipt of a conformmg billmg statement, the City shall promptly process payment PROVIDED, HOWEVER, the Crty reserves the right to priorihze scoped work and accelerate and/or delay work tasks under the time frame set forth m Exhibrt 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 is modified pursuant to this Agreement Consultant shall only be compensated for addrtional services if requested pursuant to Section I and, if not otherwise provided, such compensation shall be m accordance wrth Exhibrt A If a billing statement does not conform to this Agreement, the City may withhold payment until the statement is brought mto compliance Such wrthholdmg does not relieve Consultant of rts obligations under this Agreement IV. Relationship of Parties: Consultant represents that it is skilled m the matters addressed m the Scope of Work and is performmg mdependent functions and responsibilities within its field of expertise Consultant and its personnel are mdependent Consultants and not employees of the City Consultant and its personnel have no authority to bind the City or to control the City's employees and other Consultants. None of the benefits provided by the City to its employees, includmg, but not limrted to, compensation, msurance, and unemployment insurance are available from the City to the employees, agents, representatives, or sub-Consultants of the Bremerton/Prothman Company Page 1 of 10 Consultant Consultant will be solely and entirely responsible for rts acts and for the acts of Consultant's agents, employees, representatrves and sub-Consultants durmg the performance of this Agreement The City may, durmg the term of this Agreement, engage other independent Consultants to perform the same or similar work As an mdependent Consultant, Consultant is responsible for its own management The Crty's admmistration and enforcement of this Agreement shall not be deemed an exercise of managerial control over Consultant or its personnel As an independent Consultant, Consultant is responsible for payment of all taxes and licensmg fees necessary to perform rts obligations under this Agreement These taxes and fees mclude but are not limrted to State industrial msurance, Business & Occupation, State professional licensmg, and City busmess licensing If any taxes or fees due the City have been declared delinquent, the City may withhold the delmquent amount, plus any additional charges arismg from the delinquency, from any payments due Consultant V. Indemnification: Consultant shall defend, mdemmfy and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, m�uries, damages, losses or suits, includmg all legal costs and attorney fees, arising out of or m connection with the performance of this Agreement, except for that portion of the m�uries and damages caused by the City's sole negligence The City's review or acceptance of any of the work when completed shall not be grounds to avoid any of these covenants of indemmfication Should a court of competent �urisdiction determine that this Agreement is sub�ect to RCW 4 24 115, then, m the event of liability for damages arismg out of bodily m�ury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City, rts officers, officials, employees, agents and volunteers, the Consultant's liabilrty 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 1NDEMNIFICATION THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER The provisions of this section shall survive the expiration or termmation of this Agreement VI. Insurance: The Consultant shall procure and maintain for the duration of the Agreement, msurance agamst claims for in�uries 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, employees, sub-consultants or sub-Consultants Before begmmng work on the pro�ect described m this Agreement, the Consultant shall provide a Certificate of Insurance evidencmg Bremerton/Prothman Company Page 2 of 10 1. 1. Commercial General Liability msurance written on an occurrence basis wrth limits no less than $1,000,000 combined smgle limit per occurrence and general aggregate for personal m�ury, bodily m�ury and property damage Coverage shall mclude but not be limited to blanket contractual, products/completed operationslbroad form property damage, explosion, collapse and underground (XCU) if applicable, and employer's liability, and 2. Excess Liabilitv msurance wrth limrts not less than 1,000,000 limrt per occurrence and aggregate 3. Professional Liabilitv msurance with limits no less than $1,000,000 limit per occurrence/claim Any payment of deductible or self insured retention shall be the sole responsibility of the Consultant All required policies shall be provided on an "occurrence" basis except professional liabilrty msurance (if required), which may be provided on a"claims-made" basis The City shall be named as an additional insured on the Commercial General Liability msurance policy, as respects work performed by or on behalf of the Consultant and a copy of an endorsement that is acceptable to the Crty, which names the Crty as an addrtional msured shall be attached to the Certificate of Insurance The Crty reserves the nght to receive a certified copy of all the required insurance policies and endorsements The Crty further reserves the right to re�ect any unacceptable policies and/or endorsements The Consultant's Commercial General Liabilrty insurance shall contam a clause statmg that coverage shall apply separately to each msured agamst whom claim is made or surt is brought, except wrth respects to the limrts of the msurer's liabilrty The Consultant's msurance shall be primary insurance as respects the Crty and rt shall be an affirmative obligation upon Consultant to advise the City's Risk Manager by fax at (360) 473- 5161, or by certified mail, return receipt requested to Crty of Bremerton, attn Risk Management, 345 6` Street, Suite 600, Bremerton, WA 98337 within two days of the cancellation, suspension or substantive change of any msurance policy set out herem, and failure to do so shall be construed to be a breach of this Agreement The City also reserves its unqualified right to require at any time and for any reason, proof of coverage m the form of a duplicate of the insurance policy wrth all endorsements as evidence of coverage VII. General Conditions: A Reports and Information When requested by the Crty, Consultant shall furnish periodic reports and documents on matters covered by this Agreement The reports and documents shall be furnished m the time and form requested Consultant shall maintam Bremerton/Prothman Company Page 3 of 10 accounting records m accordance wrth Generally Accepted Accountmg Prmciples (GAAP) to substantiate all billed amounts B Use of Records and Documents All data, documents, and files created by Consultant or provided to Consultant under this Agreement may be stored at Consultant's office m Issaquah, Washmgton Consultant shall make such data, documents, and files available to the Crty upon rts request at all reasonable times for the purpose of editing, modifying, and updatmg as necessary or to respond to Public Records Requests C Work Performed at Consultant's Risk Consultant shall take all precautions necessary and shall be responsible for the safety of its employees, agents, and sub-consultants m the performance of the work hereunder and shall utilize all protection necessary for that purpose All work shall be done at Consultant's own risk, and Consultant shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection wrth the work D Place of Work The Consultant shall perform the work authorized under this Agreement at rts offices m Issaquah, Washmgton Meetmgs wrth the City staff as described in Exhibit A, Scope of Work, shall take place at the City's offices, or at locations mutually agreed upon by the parties E Entire A�reement This Agreement and rts Exhibrts constrtutes the entire agreement between the Parties, and the Parties acknowledge that there are no other agreements, written or oral, that have not been set forth in the text of this Agreement F Severabilrtv Should any part of this Agreement be found void, the balance of the Agreement shall remam in full force and effect G Modification This Agreement may only be modified by wntten mstrument signed by both Parties H Written Notices All commumcations regardmg this Agreement shall be sent to the parties at the addresses listed below by registered or 1 st class mail, or by personal service, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified m writing Crty Address Becky Hasart, Financial Services Director Crty of Bremerton 345 6 Street, Surte 600 Bremerton, WA 98337 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 Agreement shall not be deemed a waiver of that provis�on Waiver of any right or power arising out of this Agreement shall not be deemed waiver of any other r�ght or power Bremerton/Prothman Company Page 4 of 10 J Non-Waiver of Breach The failure of the Crty to msist upon strict performance of any of the covenants and agreements contained herein, or to exercise any option herein conferred m one or more mstances shall not be construed to be a waiver or relmquishment of said covenants, agreements or options, and the same shall be and remam m full force and effect K Compliance wrth Laws Consultant shall comply wrth all applicable Federal, State, and local laws in performmg its obligations under this Agreement L Choice of Law and Venue This 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 m Krtsap County Superior Court M Attorneys' Fees In the event of litigation to enforce any of the terms or provisions herem, each party shall pay all its own costs and attorney's fees N Assi� Any assignment of this agreement by the Contractor without the written consent of the City shall be void VIII. Nondiscrimination: Consultant shall not discriminate m employment or services to the public on the basis of race, color, national origin, sex, religion, age, marital status, disability, or sexual or�entation except for employment actions based on bona fide occupational qualification IX. Termination: This Agreement shall remam in force until completion and acceptance of the services, termmated by written mstrument upon mutual consent, or by the Crty of Bremerton for convenience This Agreement may be immediately terminated for cause by a Party if the other Party substantially fails to perform through no fault of the terminating Party, and the non- performmg Party does not commence correction of the failure of performance wrthm thirty (30) days of the termmatmg Party's sending notice to the non-performmg Party Any Notice by Consultant shall mclude a report showing the status of all items listed m the Scope of Work current through the termination date If the Crty recerves reimbursement by any federal, state, or other source for work described m Section I herem, and that fundxng is wrthdrawn, reduced or limrted m any way, or the pro�ect is cancelled or substantially reduced after the execution date of this Agreement and prior to the completion of the work, the Crty may summarily termmate this Agreement A Excusable Delavs The right of Consultant to proceed shall not be termmated nor shall Consultant be charged with liquidated damages for any delays in the completion of the work due to 1) any acts of the federal government m controllmg, restrictmg, or requisrtionmg materials, equipment, tools, or labor by reason of war, national defense, or other national emergency, 2) any acts of the Crty, rts consultants, or other public agencies causing 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 negligence of the Consultant, mcludmg, but not restricted to, acts of God, fires, floods, strikes, or weather of unusual severity PROVIDED, HOWEVER, that the Consultant must promptly notify the City withm ten (10) calendar days m writmg of the cause of the delay If, on the basis of the facts and the terms of this Agreement, Bremerton/Prothman Company Page 5 of 10 the delay is properly excusable, the Crty shall, in wrrtmg, extend the time for completmg the work for a period of time commensurate with the period of excusable delay B Ri h�pon Termination In the event of termination, the City shall pay for all services performed by the Consultant to the effective date of termination, as described on a final invoice submitted to the City After termmation, the City may take possession of all records and data within the Consultant's possession pertammg to this proJect which may be used by the City wrthout restnction Any such use not related to the pro�ect which Consultant was contracted to perform shall be without liability or legal exposure to the Consultant B}� � �ts F Date OF BREMERTON Approved as to form �� Bremerton ity Attorney CONSULTANT . /L � �c•t By 5 o t- o'�'�n V� its (� r c��1n tM c Vl ow►P�n Date g . L(o • ( Z- Attest , Crty Clerk Bremerton/Prothman Company Page 6 of 10 EXHIBIT A– Scope of Services Pro�ect Review The first step will be to review the foilowmg topics with the C�ty ♦ Review the scope of work and amend as needed ♦ Review the pro�ect schedule ♦ Identify the geographic scope of the search (local, regional or national) ♦ Review the compensation package and review the market rate Information Gathenng and Research (Solrciting Input) Our goal is to thoroughly understand the preferred candidate qualifications, as well as the values and culture of the City and the Police Department To accomplish this we wdl ♦ Meet with Pofice Department Personnel • Department Managers • Department Line Staff • Non-Commissioned Staff � Urnon Representatives ♦ Meet with City Personnel • Mayor • Leadership Team • Other stakeholders as directed by the City ♦ Review all documents related to the position and the City of Bremerton Position Profile Development (Identifying the Ideal Cand�date) Once the Position Profile is wntten and then approved by the City, it wdl senre as the foundation for our determination of a candidate's fit within the organization and community Profdes include the following ♦ A description of the ideal candidate's qualifications • Work expenence 8� education • Personality traits & work habits ♦ Orgarnzation-specific information • Description of the position and key responsibdities • Descnption of the Police Department and services summary • Prionties and current challenges facing the orgarnzat�on ♦ Commurnty-specific information • Overview of the city and the surrounding region • Industry, services and tourist activities ♦ Compensation package detads ♦ Information on how to apply Recrwtment and Advertising Strategy (Locatmg Qual�ed Cand�dates) We will design an effective advertismg strategy to identify and reach the candidates who are best su�ted for the police chief position Often, the best candidates are not actively lookmg for a new position—this is the person we want to recruit Our recru�tment strategy �nvotves the followmg ♦ Print and internet-based ads placed in professional publications, �ournals and on �elated websites Bremerton/Prothman Company Page 7 of 10 ♦ Recruitment brochures sent directly to hundreds of highly qualified Police Chiefs who may not be actively searching ♦ Phone calls placed directly to Chiefs that we personally know ♦ Postmg the Position Profile on the Prothman website, which receives over 10,000 hits per month Candidate Screening (Narrow�ng the F►eld) Once the application deadline has passed, we will conduct an extensive candidate review designed to gather detailed information on the leading cand�dates The screening process has 4 key steps 1) A�alication Review Using the Position Profile as our guide, we will screen the candidates for qualifications based on the resumes, applications, and supplemental questions (to determine a candidate's writing skills, analytical abdities and communication style) 2) Personal Interviews We will conduct videoconference or in-person interviews with the top 8 to 15 candidates who meet or exceed the preferred candidate qualifications and we will also conduct a publication search on these candidates 3) Work Session We witl prepare a detailed report on each candidate which will include all application materials and the results of the personal interviews and publication search We will advise you of the candidates meeting the qualifications, our knowledge of them, and their strengths and weaknesses relative to fit within your organization We will give you our recommendations and then work with you to identify the top 4 to 6 candidates to invite to the final interviews We will discuss the planning and design of the final interview process 4) Structured References and Backqround Checks Once the finalists have been identified, we will conduct 3-5 references checks per candidate and we contract with Sterling to provide education verification, criminal history, sex offender and driving record checks Final Interviews (Select►ng the R�ght Cand�date) The Final Interview Process includes the design of the process as well as completing key steps before the actual interviews take place Each of these steps is described below ♦ Desiqn of the Final Interviews • Deciding on the Structure of the Interviews We will tailor the interview process to fit your needs It may involve an evening reception with the public and key stakeholders, using various interview panels, or �ust one-on-one interviews with the mayor • Deciding on Candidate Travel Expenses We will identify which candidates will be travelling to the final interviews and discuss the travel options available and which expenses your organization wishes to cover • Discussion of Details for the Reception (if desired) We recommend holding a reception in the evening pnor to the interviews giving the mayor and staff the chance to interact with the candidates in an informal, social setting This is also a great time to involve the public � Identifying Interview Panel Participants (if desired) Bremerton/Prothman Company Page 8 of 10 We will work with you to identify the participants of different interview panels to ensure that all stakeholders identified have been represented • Identifying Panel Facilitators Panel facilitators will debrief with the panel and summarize the individual panel member's thoughts after each interview Facilitators also help the panel members determine who will ask which questions, the order in which they should be asked and will keep the interviews on schedule ♦ Backaround Checks Pnor to the fmal interviews, we will conduct a background check on each of the finalist candidates If a"red flag" is found, we will work diligently to either verify that the issue is serious enough to elimmate the candidate from further consideration or be able to fully explain the issue to your satisfaction Background checks include the following • References We will ask each candidate to provide names of their supervisors, subordinates and peers for the last several years From this list we will conduct reference through conversations with the individuals who have direct knowledge of the candidate's work and management style • Education Verification We will verify that the candidate did m fact graduate with the degrees listed on their resume We have found that approximately 1 out of 30 candidates does not have a degree claimed on their resume • Criminal History, Driving Record Check and Sex Offender Check We will conduct a criminal history, driving record and sex offender check on each candidate in the states in which they have worked . Candidate Travel Coordmation For those candidates who will be traveling to the final mterviews, we will coordinate the travei arrangements, ensurmg that each candidate is fully prepared for the final interviews and not distracted by travel difficulties We work with the candidates to organize the most cost effective travel arrangements . Final Interview Binders Final Interview Binders are the tool that keeps the final interview process organized and ensures that all interviewers are "on the same page" when it comes to evaluating each candidate The bmders include • A master schedule of all panels and candidate interviews • A list of suggested interview questions • Each candidate's resume & application • Each candidate's answers to the supplemental questions • Confidential reference checks on each candidate • Detailed background checks • Interviews with Candidates The interview process usually begins with a morning briefing where schedule and process will be discussed with all those involved in the interviews Each candidate will then go through a series of one hour interview sessions, with an hour break for lunch Presentations by the candidates (if requested) will be scheduled ♦ Panelist & Decision Makers Debrief After the interviews are complete, we wdl facditate a debrief with all panel participants where the panel facilitators will report the panel's view of the strengths and weaknesses of each candidate Bremerton/Prothman Company Page 9 of 10 interviewed The decision makers will also have an opportunity to ask panelist questions ♦ Candidate Evaluation Session After the debrief we will facilitate the evaluation process, help the decision makers come to consensus, discuss next steps, and organize any additional candidate referencing or research if needed . Facilitate Emplovment Aqreement Once the top candidate has been selected, we will offer any assistance needed in developing a letter of offer and negotiating terms of the employment agreement . Repeat the Recruitment (if needed) Should a top candidate not be chosen, we will repeat the recruitment as many times as necessary at no additional professional fee FEE He EXPENSES Professional Fee The professional fee for a Police Chief recruitment is $18,000 This covers all Prothman consultant and staff time required to conduct the recruitment This includes all correspondence and on-site meetings with the client, wnting and placing the recruitment ads, development of candidate profile, sending invitation letters, reviewing resumes, coordinating and conducting semifinalist interviews, coordinating and attendmg finalist interviews, coordinating candidate travel, professional reference checks and all other search related tasks required to successfully complete the recruitment Expenses Expenses are the responsibility of the City and will be discussed with the City prior to expenditure Expense items include but are not limited to • Newspaper, trade �ournal websites and other advertising • Direct mail announcements and regret letters • Delivery expenses • Printing of documents and materials � Consultant mileage and travel time • Candidate travel (if any) • Background checks performed by ABSO • Any client-required licenses, fees or taxes A 3% charge will be added to all expenses which reflect City and State B&O tax obligations Professional fees are billed in three equal installments during the course of the search Expenses are billed monthly GUARANTEE Our record of success in placing highly qualified candidates provides that Prothman will guarantee the placement of a qualified candidate If the selected finalist candidate is terminated with or without cause or resigns within two years from the employment date, we will conduct a replacement search with no additional professional fee CANCELLATION You have the right to cancel the search at any time Your only obligation would be the fees and expenses incurred prior to cancellation Bremerton/Prothman Company Page 10 of 10