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HomeMy WebLinkAbout5235Contract Number Vendor. Sub�ect Department File Class Begin Date• End Date Review Date Vault Date 5235 SOUND EMPLOYMENT SOLUTIONS, LLC PSA-Management Workshops Human Resources LEG 12-1 8/1/2011 Comments NTE $20,000 PROFESSIONAL SERVICES AGREEMENT Sound Employment Solutions, LLC The Crty of Bremerton ("Crty") and Sound Employment Solutions, LLC ("Consultant"), referred to collechvely as the "Parties," enter mto the followuig Agreement for professional services I. Scope: The Consultant agrees to perform the services more specifically descnbed m the Scope of Work, dated August l, 2011, including any attachments thereto , attached hereto as Exhibrt A, wluch is mcorporated by reference here�n 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 furmshed under tlus Agreement will be performed in accordance with generally accepted professional practices in effect at the tune such services are performed II. Term: The City and the Consultant agree that work will begin on the tasks descnbed in E�clubrt A immediately upon execution of this Agreement III. Compensation: In consideration of the services provided pursuant to this Agreement, the Crty sha11 pay Consultant m an amount not to exceed 20,000 Consultant's charges and bills shall conform to the fee schedule attached hereto as Exlubit B and mcorporated herein by tlus reference The Consultant shall submit regular bilhng statements detailing work performed and amount charged on each task or portion thereof The descnptions shall conform to and fall within the categones set out m the Scope of Work and/or Fee Schedule Upon receipt of a conforming billing statement, the Crty shall promptly process payment. PROVIDED, HOWEVER, the Crty reserves the nght to pnorihze scoped work and accelerate and/or delay work tasks under the tune frame set forth m Section II herem The Consultant's labor rates and billmg fees shall be as delmeated m Exlubrt B 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 tlus Agreement. Consultant shall only be compensated for additional services if requested pursuant to Section I and, if not otherwise provided, such compensation shall be in accordance vv�th Exlubit B If a billing statement does not conform to ttus Agreement, the City may wrthhold payment until the statement is brought mto compliance. Such withholding does not relieve Consultant of rts obligations under this Agreement IV. Relationship of Parties: Consultant represents that it is slcilled m the matters addressed in the Scope of Work and is performmg mdependent funchons and responsibilities within its field of expertise Consultant and its personnel are independent Consultants and not employees Bremerton/Sound Employment Solutions, LLC Page 1 of 6 of the City Consultant and its personnel have no authonty to bmd the City or to control the Crty's employees and other Consultants None of the benefits provided by the City to its employees, mcludmg, but not lunited to, compensation, msurance, and unemployment msurance are ava.ilable from the City to the employees, agents, representatives, or sub-Consultants of the Consultant Consultant will be solely and entirely responsible for its acts and for the acts of Consultant's agents, employees, representatives and sub-Consultants during the performance of tlus Agreement. The Crty may, during the term of tivs Agreement, engage other mdependent Consultants to perform the same or similar work As an mdependent Consultant, Consultant is responsible for its own management The Crty's admuustration and enforcement of this Agreement sha11 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 limited to State mdustnal insurance, Business & Occupation, State professional licensing, and Crty busmess licensmg. If any taxes or fees due the Crty have been declared dehnquent, the Crty may withhold the delmquent amount, plus any addrtional charges ansmg from the delmquency, from any payments due Consultant. V. Indemnification: Consultant shall defend, indemmfy and hold the City, its officers, officials, employees, agents and volunteers harmless from any and a11 cla.ims, m�unes, damages, losses or suits, mcluding all legal costs and attorney fees, arismg out of or m connection with the performance of this Agreement, except for that portion of the mjuries and damages caused by the Crty'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 �unsdiction determine that tlus Agreement is sub�ect to RCW 4 24 115, then, m the event of liability for damages ansmg out of bodily m�ury to persons or damages to property caused by or resultmg from the concurrent negligence of the Consultant and the CiTy, its 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 tlus section shall survive the exp�ration or termmahon of tlus Agreement VI. Insurance: The Consultant shall procure and mamtam for the duration of the Agreement, msurance against cla.ims for m�unes to persons or damage to property wluch may anse from or m Bremerton/Sound Employment Solutions, LLC Page 2 of 6 connection with the performance of the work hereunder by the Consultant, its agents, representatives, employees, sub-consultants or sub-Consultants Before begmrung work on the pro�ect descnbed in tlus Agreement, the Consultant shall provide a Certificate of Insurance evidencing 1. Automobile Liabilitv insurance vv�th limits no less than $1,000,000 combmed single limit per accident for bodily m�ury and property damage; and 2. Commercial General Liabilitv msurance wntten on an occurrence basis with lumts no less than $1,000,000 combined smgle lunit per occurrence and general aggregate for personal in�ury, bodily in�ury and property damage Coverage shall mclude but not be limited to blanket contractual, products/completed operations/broad form property damage, explosion, collapse and underground (XCLn if applicable, and employer's hability, and 3. Ezcess LiabiGty msurance with limits not less than 1,000,000 lirmt per occurrence and aggregate. 4. Professional Liabilitv insurance with limits no less than $1,000,000 limit per occurrence/claim Any payment of deductible or self msured retention shall be the sole responslbility of the Consultant. All required policies shall be provided on an"occurrence" basis except professional liabilrty insurance (if required), which may be provided on a"claims-made" basis The Crty 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 City, wlvch names the City as an additional msured shall be attached to the Certificate of Insurance. The Crty reserves the nght to receive a certified copy of all the requ�red msurance policies and endorsements The City further reserves the nght to re�ect any unacceptable policies and/or endorsements The Consultant's Commercial General Liability insurance sha11 contasn a clause sta.ting that coverage shall apply separately to each msured agamst whom claim is made or si.ut is brought, except wrth respects to the limits of the insurer's liability The Consultant's insurance shall be pnmary msurance as respects the Crty and it shall be an affirmative obligation upon Consultant to advise the City's Risk Manager by f� at (360) 473- 5161, or by certified mail, return receipt requested to City of Bremerton, attn. Risk Management, 345 6�' Street, Swte 600, Bremerton, WA 98337 vrnthui two days of the cancellation, suspension or substantive change of any msurance policy set out herein, and failure to do so shall be construed to be a breach of this Agreement The City also proof of coverage m evidence of coverage. reserves its unqualified nght to reqiure at any time and for any reason, the form of a duplicate of the msurance policy with all endorsements as Bremerton/Sound Employment Solutions, LLC Page 3 of 6 VII. General Conditions: A. Reports and Information• When requested by the Crty, Consultant shall furnish penodic reports and documents on matters covered by this Agreement The reports and documents shall be furrushed m the time and form requested. Consultant shall mamtain accounting records in accordance wrth Generally Accepted Accounting Pruiciples (GAAP) to substantiate all billed amounts B. Ownership and Use of Records and Documents. Origmal documents, drawings, designs and reports, includmg those in electronic format, developed under tlus Agreement are property of the Consultant All wntten information submitted by the City to the Consultant m connection with the services perFormed by the Consultant under tlus Agreement will be safeguarded by the Consultant to at least the same extent as the Consultant safeguards like informahon relating to its own busmess If such uiformation is publicly available or is already m Consultant's possession or known to it, or is nghtfully obtained by the Consultant from third parties, Consultant shall bear no responsibility for its disclosure, madvertent or otherwise All data, documents and files created by Consultant under tlus Agreement may be stored at Consultant's office m Mukilteo, Washmgton. Consultant sha11 make such data, documents, and files available to the Crty upon its request at all reasonable hmes for the purpose of editing, modifymg and updatmg as necessary until such time as the Crty is capable of stonng such informahon in the Crty's offices Duplicate copies of tlus ulformation shall be provided to the City upon its request, and at reasonable cost All documents, includmg all reports, drawuigs, specifications, computer soflware or other items prepazed or furrushed by Consultant pursuant to tlus Agreement, are instruments of service wrth respect to the pro�ect and are the property of the City. Any reuse by the City for other than the specific purpose mtended will be at Crty's sole nsk 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 a11 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 in connection wrth the work. D. Place of Work. The Consultant shall perform the work authonzed under tlus Agreement at its offices m Mukilteo, Waslungton Meetings with the City staff as descnbed m Exhibit A, Scope of Work, shall take place at the City's offices, or at locat�ons mutually agreed upon by the parties E. Ent�re Agreement This Agreement and its Exlubrts constitutes the entire agreement between the Parties, and the Parties acknowledge that there are no other agreements, wntten or oral, that have not been set forth m the text of tlus Agreement Bremerton/Sound Employment Solutions, LLC Page 4 of 6 F Severabilitv. 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 written mstrument signed by both Parties. H. Wntten Notices. All communications 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 tlus Agreement or such other address as may be hereafter specified m wnting Crty Address City of Bremerton Human Resources Department 345 6�' Street, Suite 600 Bremerton, WA 98337 Consultant Address Sound Employment Solutions, LLC 11700 Mukilteo Speedway Mukilteo, WA 98275 I Waiver Failure to enforce any provision of this Agreement shall not be deemed a waiver of that provision. Waiver of any nght or power ansmg out of tlus Agreement shall not be deemed waiver of any other right or power J. Non-Waiver of Breach. The failure of the City to msist upon stnct performance of any of the covenants and agreements contamed herein, or to exercise any option herem conferred m one or more mstances sha11 not be construed to be a waiver or relmquishment of said covenants, agreements or options, and the same shall be and remain m full force and effect K Compliance with Laws. Consultant sha11 comply with a11 applicable Federal, Sta.te, and local laws in performmg its obligations under this Agreement L Choice of Law and Venue: This Agreement shall be interpreted according to the laws of the State of Washington. Any �udicial action to resolve disputes ansmg out of this Agreement shall be brought in Kitsap County Supenor Court M Attorneys' Fees• In the event of lrtigation to enforce any of the terms or provisions herem, each party shall pay a11 its own costs and attorney's fees. N Assi ent• Any assignment of this agreement by the Contractor without the written consent of the City shall be void VIII. Nondiscrimination: Consultant sha11 not discruninate m employment or services to the public on the basis of race, color, national ongin, sex, religion, age, mantal status, disability, or sexual onentation except for employment actions based on bona fide occupational qualification IX. Termination: This Agreement shall remain in force until completion and acceptance of the services, termmated by written mstruxnent upon mutual consent, or by the City of Bremerton for convenience. This Agreement may be immediately termmated for cause by a Party if the Bremerton/Sound Employment Solutions, LLC Page 5 of 6 other Party substantially fails to perform through no fault of the term�nating Party, and the non- performing Party does not commence correction of the failure of performance within thirty (30) days of the ternunating Party's sendmg notice to the non-performing Party Any Notice by Consultant shall mclude a report showmg the status of all rtems listed m the Scope of Work current through the terminahon date If the City receives reimbursement by any federal, sta.te, or other source for work descnbed m Section I herem, and that fundmg is withdrawn, reduced or lumted in any way, or the pro�ect is cancelled or substantially reduced after the execution date of tlus Agreement and pnor to the completion of the work, the Crty may summanly terminate tlus Agreement. A Excusable Delavs The nght of Consultant to proceed shall not be terminated 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 controlling, restncting, or reqiusitioning matenals, 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 causmg such delay, and 3) causes not reasonably foreseeable by the parties at the time of the execution of the Agreement that aze beyond the control and without the fault or negligence of the Consultant, mcludmg, but not restricted to, acts of God, fires, floods, stnkes, or weather of unusual severity. PROVIDED, HOWEVER, that the Consultant must promptly notify the Crty wrthin ten (10) calendar days in writmg of the cause of the delay If, on the basis of the facts and the terms of this Agreement, the delay is properly excusable, the City sha11, in wntmg, extend the tune for complehng the work for a penod of tune commensurate wrth the penod of excusable delay B Ri ts Upon Termination In the event of ternunation, the City shall pay for all services performed by the Consultant to the effective date of termmation, as descnbed on a final mvoice submitted to the City. After terminahon, the City may take possession of all records and data witlun the Consultant's possession pertaimng to tlus pro�ect which may be used by the City without restnction Any such use not related to the pro�ect wluch Consultant was contracted to perform shall be without liabilrty or legal exposure to the Consultant OF BREMERTON CONSULTANT Date Approved as to form: Bremerton Crty Attorney _, , � � ` _ , ,_ . , . ��!� �_ _ , � . ��: _ � / st ` City Clerk Bremerton/Sound Employment Solutions, LLC Page 6 of 6 Exhibit A Scoae of Work The Consuitant will present a series of informational interactive workshops designed specifically for the City's supervisors and managers The topics for the workshops will be selected by the City's Human Resources Manager and Finance Director Workshop topics may mclude employee performance management and discipline, how to prevent discrimination and harassment, how to conduct an mternal investigation into employee misconduct or in response to employee compiamts, preventmg bullying and gossip, ethical decision-makmg, and other topics as identified by the City Exhibit B Fees The Consultant will be compensated $2,000 for all full-day workshops and $1,400 for any half-day workshops In addition, the Consultant will be reimbursed for cost of mdeage at a rate of 55 5 for travel from Mukilteo to Bremerton and any costs associated with ferry travel The City will arrange to have the instructional manuals copied so each workshop attendee has an ind�vidual copy of the manual ,