HomeMy WebLinkAbout5050S �
Contract Number:
Vendor:
Sub�ect:
Department:
File Class:
Begin Date:
End Date:
Review Date:
Vault Date:
5050
SOUND EMPLOYMENT SOLUTIONS, LLC
Personnel Investigatzon Services
Human Resources
LEG 12-1
5/9/2011
On-Going
1/1/2013
Comments: Review date for tracking purposes only
PROFESSIONAL SERVICES AGREEMENT
Sound Employment Solutions, LLC
T'he Crty of Bremerton ("Crty") and Sound Employment Solutions, LLC ("Consultant"),
referred to collectively as the "Parties," enter into the followuig Agreement for professional
services
I. Scope: The Consultant agrees to perform the services more specifically descnbed in the
Scope of Work, dated Mav 9, 2011, mcludmg any attachments thereto, attached hereto as
Exhibit A, which is mcorporated by reference herein. The Scope of Work may be modified only
pursuant to Sect�on VII.G of this Agreement. If the Scope of Work provides for unspecified
additional services such services shall only be performed upon the express written request of the
City Consultant further represents that the services furrushed under this Agreement will be
performed m 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 vv�ll begin on the tasks descnbed in
Exlubit A unmediately upon execution of ttus Agreement
III. Compensation: In consideration of the services provided pursuant to tYus Agreement, the
City shall pay Consultant m an amount not to exceed 20,000 Consultant's charges and bills
shall conform to the fee schedule attached hereto as Exlubrt B and mcorporated herem by this
reference
The Consultant shall subxnit regular bilhng statements detaihng work performed and
amount charged on each task or portion thereof. The descnptions shall conform to and fall
vv�tlun 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 City reserves the nght to priontize scoped work and accelerate and/or delay
work tasks under the tune frame set forth m Section II herein The Consultant's labor rates and
billmg fees shall be as dehneated in Exlubit 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 sh�all be m accordance with
Exhibrt B
If a billmg statement does not conform to this Agreement, the City may wrthhold
payment until the statement is brought mto compliance. Such vv�thholdmg does not relieve
Consultant of its 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 funchons and responsibilities wrthui rts
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 authority to bmd the City or to control the
City's employees and other Consultants None of the benefits provided by the Crty to rts
employees, includmg, but not lumted to, compensat�on, insurance, and unemployrnent insurance
aze available from the City to the employees, agents, representatives, or sub-Consultants of the
Consultant Consultant will be solely and ent�rely responsible for its acts and for the acts of
Consultant's agents, employees, representahves and sub-Consultants during the performance of
this Agreement The Crty may, during the term of tlus Agreement, engage other independent
Consultants to perform the same or sumlaz work
As an independent Consultant, Consultant is responsible for rts own management. The
City's admuustration and enforcement of tlus Agreement shall not be deemed an exercise of
managenal control over Consultant or its personnel.
As an mdependent Consultant, Consultant is responsible for payment of all taxes and
licensing fees necessary to perform rts obligations under this Agreement These taxes and fees
mclude but are not limited to State mdustnal msurance, Busmess & Occupation, State
professional licensmg, and City busmess licensing If any taxes or fees due the City have been
declared dehnquent, the City may wrthhold the delinquent amount, plus any addrtional charges
arismg from the delmquency, from any payments due Consultant
V. Indemnification: Consultant sha11 defend, indemnify and hold the Crty, rts officers,
officials, employees, agents and volunteers harmless from any and all claims, in�uries, damages,
losses or suits, mcluding all legal costs and attorney fees, ansing out of or m connection vv�th the
performance of this Agreement, except for that portion of the in�unes 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 mdemrufication.
Should a court of competent �unsdichon determine that tlus Agreement is subject to
RCW 4 24.115, then, m the event of liabilrty for damages arising 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 INDEMNIFICATION 'TI-iE PARTIES FURTHER
ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER
The provisions of this sechon shall survive the expiration or ter�unation of tlus Agreement.
VI. Insurance: The Consultant shall procure and mainta�n for the duration of the Agreement,
insurance against clauns for m�unes to persons or damage to property which may anse from or in
Bremerton/Sound Employment Solutions, LLC
Page 2 of 6
connechon wrth the performance of the work hereunder by the Consultant, its agents,
representa.tives, employees, sub-consultants or sub-Consultants.
Before begmning work on the pro�ect descnbed in this Agreement, the Consultant sha11
provide a Certificate of Insurance evidencmg•
1. Automobile Liabilitv msurance with lunits no less than $1,000,000 combined smgle
lirrut per accident for bodily m�ury and property damage; and
2. Commercial General Laabilitv msurance wntten on an occurrence basis with limits no
less than $1,000,000 combined smgle lunit per occurrence and general aggregate for
personal mjury, bodily m�ury and property damage Coverage shall mclude but not be
litnrted to• blanket contractual, products/completed operationslbroad form property
damage, explosion, collapse and underground (XCLn if applicable, and employer's
hability, and
3. Ezcess Liabilitv insurance wrth limits not less than 1,000,000 limit per occurrence and
aggregate.
4. Professional Laabilitv msurance with lumts no less than $1,000,000 limrt per
occurrence/claim
Any payment of deductible or self msured retention sha11 be the sole responsibilrty 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"cla.ims-made" basis
The Crty sha11 be named as an additional msured on the Commercial General Liabihty
insurance 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 additional msured shall be
attached to the Certificate of Insurance The Crty reserves the nght to receive a certified copy of
a.11 the reqiured insurance policies and endorsements The City further reserves the right to re�ect
any unacceptable policies andlor endorsements
The Consultant's Commercial General Liability insurance sha11 contain a clause stating
that coverage shall apply separately to each insured against whom claim is made or surt is
brought, except with respects to the hmrts of the insurer's hability
The Consultant's msurance sha11 be prunary msurance as respects the Crty and it shall be
an�rmative 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, Surte 600, Bremerton, WA 98337 witlun two days of the cancellation, suspension
or substanhve change of any msurance policy set out herein, and failure to do so shall be
construed to be a breach of this Agreement.
The Crty also reserves its unqualified nght to require at any time and for any reason,
proof of coverage m the form of a duplicate of the insurance policy with all endorsements as
evidence of coverage
Bremerton/Sound Employment Solutions, LLC
Page 3 of 6
07/,21/2011 13 23 FA% $804732333 CITY OF BRE�RTON f� 002
Vn. Cenersl Canditioiaa:
A. Renarts �_Ynformation: Whem �}uested by tbe City. Consultam sha� fiu�sh
peaiadic :�porta an�d doc�-'umeiat� o� matt,es� cov�red by this Agncen�e�t. The reports and
docum�nts s�ll be furnishhed i� the ti�ne and fvim rec�uested. Consultt�t � maant�in
account'rng nocords in aaccax+damce with Ges�rally Acc�pted Accouuti�g Pri�nciples (GAAP) to
eubst�niiate sll biltod amour�ts.
�. �wriershd� �ad sc of Re�ords and Doc�entds� ._Origin$1 docume�xts, dra�v�,
cles� and rep4xt�, in�fuding those in ele�broz�io fotmat, develaped tmder this e�igi'eeuxent are the
per�y of th� Ce� All w�attedt inf'o�rnstioa subm�itt�d by the City ta the Consulrant ia
cannec�on wrt6 the searvices perfotmed by �e Cansult�t wpder this �i$reement wil� be
. s�feguardeci by the Consa�tant to at �.e�st tt�e aam�e extent as the Consult�t safeguarr�s like
informe�tian. m.�eting to it� awr� lyusiness. Yf such information is� p�tb�ic�y svailable or is elready in
• Consati�s passes.alan or known to rt, or ia right�il�► obta�,aed by #he Consultant fio�m thix�i
parties, Consu�nt � bear ao re.s�onsibility �ar its di�clasure, inadvert,�nt or otherwise.
�� Al� c� documents and file� created by Consultant unde�r t4is Agi.�eemeat m�y be stored
,.��'�' at COn�uli�nt's of�ioe in N�ukilt,�0, Washi�ton. Consttltar�t Sb�al� m�ake su,ch data, documents,
ar�d �1�s available to the �ity upan its rec�uest at all neaso�b�� time� for the �re�pnse of editing,
�nadifyin� sad u�pda�ing as necessaty until suc� timc as the City ia capable af storing �h
info�tion ia the City's of�ices. Duplicatie copaes a� t�is informe�ion shail be provided to ti�o
City upon. its rec}uest, a�nd at reas,onable ca�t.
All do�cumenla, inaluding ait r�pores, �ra.wings, �pecific�ti.a�p.s, co�nputet sotlware or oti�er
itams prepered ar ft�nis�ed by Consultaat pu�rsu�t tn � Agt�emr�nt, are ins�uments a�' s�vice
with r�eapec# to the proj�Ct sr�d at�e the pr�perty of t�e City. Any reuse by th�o City fo�r otb�' than
the �eci$c purpose int�ded wi11 be et City's sflle risk.
s Risk: Cunsultant shall take al� pret�utions nece9sary
and sh�ll be re�ponsible for the saf�ty o:f �ts emplvycea, egents, and s�b-consultau�s in the
performa�e of t�e work h�ere�ndear �md s�ll utilize �ll p�rotectiom necessary for that ptapase.
A11 vw�k shall 'be dd� �t Consultan�s own risl� and Carnsultant sl�lt be ��ble for aay loss
af or d�mage to x�a�[ia1s, todls, or ot� aiticles used or held for tise in connection wittr thc
vvork,
�, Plaae� of Wos�; The Cc�as�a11�# sba�.t p�a� the woxtic a�orized under this
Ag�one�ut at its officea in yvtukilteo, �9V�al�gron. Me,el�nga wi�#h the City sta� as clescribed im
Exhibit Ap Scope of 'lil�'ork, shail t�ke place at the City's o�'ai�s, ox a� location9 mutu�ly �gxeed
up�, bY t�e P�i�a-
E. Enti� A�t This A►gicee�neat snd its fixhibits �tutes tbe en�ire ag�m�r�art
betv�re� the Pa�rtics, and the P�rties aGknowledge tl� tl�ere a�e no other agre�aao,emtr, �arrittan ar
v�l, ti�at �ave not bcem sc� farth in the text o� tbds .P�reemeat.
Bremezt+an/S�u�d Fmploym�nt Soh�ams, LL�
Pa�e 4 0�'6
ZOO�j %�3 LE £T TTOZ/TZ/LO
F Severabilrtv Should any part of tlus Agreement be found void, the balance of the
Agreement shall remain in full force and effect
G Modification• 'This Agreement may only be modified by wntten mstrument signed by
both Parties
H. Wntten Notices• All communicahons regardmg this Agreement sha11 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 in wntmg.
City Address
City of Bremerton
Human Resources Department
345 6�' Street, Suite 600
Bremerton, WA 98337
Consultant Address
Sound Employrnent Solutions, LLC
11700 Mukilteo Speedway
Mukilteo, WA 98275
I Waiver. Failure to enforce any provision of tlus 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 nght or power
J Non-Waiver of Breach. The faslure of the Crty to msist upon stnct performance of any
of the covenants and agreements contamed herem, or to exercise any option herem conferred in
one or more mstances sha11 not be construed to be a waiver or relmquishment of said covenants,
agreements or options, and the same sha11 be and remain in full force and effect
K. Compliance wrth Laws. Consultant shall comply with all applicable Federal, State,
and local laws in performmg its obligations under tlus Agreement.
L Choice of Law and Venue `This Agreement shall be mterpreted according to the laws
of the State of Waslungton Any �udicial action to resolve disputes ansing out of this Agreement
shall be brought m Kitsap County Supenor Court.
M Attorneys' Fees. In the event of lingahon to enforce any of the terms or provisions
herem, each party shall pay a11 its own costs and attorney's fees
N Assi nm�ent. Any assignment of this agreement by the Contractor wrthout the written
consent of the City shall be void.
VIII. Nondiscrimination: Consultant shall not discrimmate in employment or services to the
public on the basis of race, color, national ongm, sex, religion, age, marital status, disabihty, or
sexual onentation except for employment actions based on bona fide occupahonal qualification.
IX. Termination: Tlus Agreement shall remain in force until completion and acceptance of
the services, termmated by wntten instrument upon mutual consent, or by the City of Bremerton
for converuence. This Agreement may be immediately ternunated 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 ternunat�ng Party, and the non-
performing Party does not commence correction of the failure of performance withm tlurty (30)
days of the ternunatmg Party's sending 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 ternunation date
If the Crty receives reimbursement by any federal, state, or other source for work descnbed m
Secrion I herein, and that funding is withdrawn, reduced or lunited in any way, or the project is
cancelled or substantially reduced after the execuhon date of tlus Agreement and prior to the
completion of the work, the Crty may summanly termmate tlus Agreement
A Excusable Dela,� The nght of Consultant to proceed shall not be termmated nor shall
Consultant be chazged with liquidated damages for any delays in the completion of the work due
to 1) any acts of the federal government m controlling, restnchng, or requisitiorung matenals,
equipment, tools, or labor by reason of war, national defense, or other national emergency, 2)
any acts of the Crty, its 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 v►nthout the fault or negligence of the Consultant, includmg, but not
restncted to, acts of God, fires, floods, strikes, or weather of unusual severity PROVIDED,
HOWEVER, that the Consultant must promptly notify the Crty wrthin ten (10) calendar days m
wnting 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 Crty shall, in wntmg, eactend the tune for completmg the
work for a period of tune commensurate with the penod of excusable delay
B Ri ts U on Termuiation In the event of termination, the Crty shall pay for all
services performed by the Consultant to the effect�ve date of ternunation, as descnbed on a fmal
invoice submitted to the Crty After termmation, the Crty may take possession of a11 records and
data. vv�tlun the Consultant's possession pertairung to tlus pro�ect which may be used by the City
wrthout restnction Any such use not related to the pro�ect wtuch Consultant was contracted to
perform shall be without liabilrty or legal exposure to the Consultant
CITY OF BREMERTON
� � ---
y�
�ts•
Date. �J' /lv ZU! /
CONSULTANT
�.w �-��LC
By
�ts
Date �//le ZD i/
Approved as to form c� S o� �•, c� c�
Attest
�
Crty Cl rk
Bremerton/Sound Employment Solutions, LLC
Page 6 of 6
Exhibit A Scope of Work
The Consultant wdl conduct an internal investigation mto a formal complaint lodged
against a specific City department The Consuitant wili conduct employee interviews m
accordance with City of Bremerton policies and procedures and report to the Human
Resources representatives on a weekly basis the progress m completmg the
investigation At the conclusion of the investigation the Consultant will present the
Human Resources representative with a written report that outlines the key facts
revealed during the investigative process
.. .
,
�b��
1 �.
. ��� 1
�
�
I
� � ���z�
�� ���� � �
�2���' . �
-y � • ��'�����,�
�,�iD.GE27�(�L/� �^ G �
�
Exhibit B - Fee Schedule
The Consultant fees for investigative services are $195 00 an hour The Consultant
will be reimbursed for all travel fees to mclude mdeage reimbursement and ferry costs