HomeMy WebLinkAboutR-2004-145 LeMaster & Daniels PLLC AgreementRESOLUTION NO. R 2004 - 145
A RESOLUTION authorizing and directing the City Manager to execute a professional
services agreement between the City of Yakima and LeMaster &
Daniels PLLC for human resource management consulting services.
WHEREAS, the City employs a work force of over 600 people; and
WHEREAS, the City requires assistance with human resource services such as
supervisory skills training, job development, and other specific projects as identified by the
City on an as -needed basis; and
WHEREAS, LeMaster & Daniels PLLS has the experience and expertise necessary to
provide the required services and is willing to do so according to the terms and conditions of
the attached consulting services agreement; and
WHEREAS, the City Council deems it to be in the best interest of the City of Yakima
to enter into the attached agreement with LeMaster & Daniels PLLC for professional human
resource management consulting services, now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
The City Manager is hereby authorized and directed to execute the attached and
incorporated "Consulting Services Agreement" with LeMaster & Daniels PLLC for the
provision of human resources management consulting services.
ADOPTED BY THE CITY COUNCIL this 21' day of September, 2004.
ATTEST:
K
City Clerk
et:c tJ
Paul P. George, Mayor
t
CONSULTING SERVICES AGREEMENT
THIS CONSULTING SERVICES AGREEMENT, hereinafter the
"Agreement," is made and entered by and between the City of Yakima, a Washington
municipal corporation, (hereinafter the "City"), and LeMaster & Daniels PPLC, a
Washington limited liability company, (hereinafter the "Consultant").
WHEREAS, at times the City requires professional job coaching services; and
WHEREAS, the City desires to utilize a professional consultant to assist in
providing such services; and
WHEREAS, the Consultant is willing to provide such services in accordance
with the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, promises, and
conditions set forth herein, it is agreed by and between the City and the Consultant as
follows:
1. Professional Services. Consultant shall provide the City with specialized job
coaching services as described in Exhibit A, attached hereto and incorporated herein by
this reference.
2. Resolution of Conflicting Language. Any inconsistencies or conflicts between
the language of this Agreement and Exhibit A shall be resolved in the following order:
the language of this Agreement shall prevail over the language of Exhibit A.
3. Term. The term of this Agreement shall commence upon full execution of this
Agreement by the parties and shall continue until terminated by either party in
accordance with Section 22 of this Agreement.
4. Compensation.
a. Compensation for Services. As consideration for the professional services
performed pursuant to this Agreement, the City agrees to compensate the Consultant the
flat rate of One Hundred and Fifty Dollars ($150.00) per hour or as negotiated on an
individual project basis for satisfactory completion of the services described in Exhibit A,
including all taxes, insurance, costs and expenses.
b . Payment for Compensation. The City shall make payment to the
Consultant within thirty (30) calendar days upon completion of the services described in
Exhibit A, which may be billed on a progress basis. Said payment is expressly
conditioned upon the Consultant providing services hereunder which are satisfactory to
the City.
c. Payment in the Event of Termination. In the event that either party
terminates this Agreement under Section 23, the Consultant shall be compensated on a
pro -rata basis for all satisfactory services provided to the City under this Agreement up to
the effective termination date.
d. Maintenance of Financial Records/Documents. When requested to do so
by City representatives, the Consultant shall make the cost records, accounts and related
financial documents pertaining to this Agreement available for inspection by City
representatives related to any hourly charges during the term of this Agreement and for a
period of three (3) years following the final payment to the Consultant by the City. In the
event that any audit or inspection identifies any discrepancy in such financial records, the
Consultant shall provide the City with appropriate clarification and/or financial
adjustments within thirty (30) calendar days of notification of the discrepancy.
5. Additional Services. The City may request additional services beyond those
described in Exhibit A. In such event, the City Manager (or his designee) is authorized to
negotiate a mutually agreeable sum for such additional services. A description of the
additional services and consideration shall be reduced to writing in a document signed by
the parties.
6. Independent Contractor Status of Consultant. Consultant and the City
understand and expressly agree that Consultant is an independent contractor in the
performance of each and every part of this Agreement. Consultant, as an independent
contractor, assumes the entire responsibility for carrying out and accomplishing the
services required under this Agreement. Additionally, and as an independent contractor,
Consultant and its employees shall make no claim of City employment nor shall claim
against the City any related employment benefits, social security, and/or retirement
benefits. Nothing contained herein shall be interpreted as creating a relationship of
servant, employee, partnership or agency between Consultant or any officer, employee or
agent of Consultant and the City.
7. Taxes and Assessments. Consultant shall be solely responsible for compensating
its employees and for paying all related taxes, deductions, and assessments, including but
not limited to, federal income tax, FICA, social security tax, assessments for
unemployment and industrial injury, and other deductions from income which may be
required by law or assessed against either party as a result of this Agreement. In the
event the City is assessed a tax or assessment as a result of this Agreement, Consultant
shall pay the same before it becomes due.
8. Nondiscrimination Provision. During the performance of this Agreement,
Consultant shall not discriminate in violation of any applicable federal, state and/or local
law or regulation on the basis of race, color, sex, religion, national origin, creed, marital
status, political affiliation, or the presence of any sensory, mental or physical handicap.
This provision shall include but not be limited to the following: employment, upgrading,
demotion, transfer, recruitment, advertising, layoff or termination, rates of pay or other
forms of compensation, selection for training, and the provision of services under this
Agreement.
9. The Americans With Disabilities Act. Consultant agrees to comply with the
Americans With Disabilities Act of 1990, 42 U.S.C. § 12101 et seq. (ADA), and its
implementing regulations, and Washington State's anti -discrimination law as contained
in RCW Chapter 49.60 and its implementing regulations. The ADA provides
comprehensive civil rights to individuals with disabilities in the area of employment,
public accommodations, state and local government services, and telecommunications.
10. Compliance With Law. Consultant agrees to perform all services under and
pursuant to this Agreement in full compliance with any and all applicable laws, rules, and
regulations adopted or promulgated by any governmental agency or regulatory body,
whether federal, state, local, or otherwise.
11. No Conflict of Interest. Consultant represents that it does not have any interest
and shall not hereafter acquire any interest, direct or indirect, which would conflict in any
manner or degree with the performance of this Agreement. Consultant further covenants
that it will not hire anyone or any entity having such a conflict of interest during the
performance of this Agreement.
12. No Insurance. It is understood the City does not maintain liability insurance for
Contractor and/or its officers, employees, agents, instructors, and/or subcontractors.
13. Indemnification and Hold Harmless.
a. Consultant agrees to protect, defend, indemnify, exonerate, and hold harmless
the City, its elected officials, agents, officers, employees from any and all claims,
demands, losses, liens, liabilities, penalties, fines, lawsuits, and other proceedings and all
judgments, awards, costs and expenses (including attorneys' fees and disbursements)
resulting from Consultant's performance and/or nonperformance of this Agreement.
b. In the event both the Consultant and the City are negligent, the Consultant's
liability for indemnification of the City shall be limited to the contributory negligence for
any resulting suits, actions, claims, liability, damages, judgments, costs, and expenses
(including reasonable attorney's fees) that can be apportioned to the Consultant, its
officers, employees, agents, and/or subcontractors.
c. Nothing contained in this Section or this Agreement shall be construed to create
a liability or a right of indemnification in any third party.
14. Commercial Liability Insurance. Before this Agreement is fully executed by
the parties, the Contractor shall provide the City with a certificate of insurance as proof of
commercial liability insurance with a minimum liability limit of One Million Dollars
($1,000,000.00) per occurrence combined single limit bodily injury and property damage,
and at least One Million Dollars ($1,000,000.00) general aggregate. The certificate shall
clearly state who the provider is, the coverage amount, the policy number, and when the
policy and provisions provided are in effect. Said policy shall be in effect for the
duration of this Agreement. The policy shall name the City, its elected officials, officers,
agents, and employees as additional insureds, and shall contain a clause that the insurer
will not cancel or change the insurance without first giving the City thirty (30) calendar
days prior written notice (any language in the clause to the effect of "but failure to mail
such notice shall impose no obligation or liability of any kind upon the company" shall be
crossed out and initialed by the insurance agent). The insurance shall be with an
insurance company or companies rated A -VII or higher in Best's Guide and admitted in
the State of Washington.
15. Professional Liability Insurance. Before this Agreement is fully executed by
the parties, Consultant shall provide the City with a certificate of insurance as evidence of
Professional Errors and Omissions Liability Insurance with coverage of at least One
Million Dollars ($1,000,000.00) per occurrence and an annual aggregate limit of at least
One Million Dollars ($1,000,000.00). The certificate shall clearly state who the provider
is, the amount of coverage, the policy number, and when the policy and provisions
provided are in effect. The insurance shall be with an insurance company rated A -VII or
higher in Best's Guide. If the policy is on a claims made basis, the retroactive date of the
insurance policy shall be on or before September 1, 2004, or shall provide full prior acts.
The insurance coverage shall remain in effect during the term of this Agreement and for a
minimum of three (3) years following the termination of this Agreement.
16. Insurance Provided by Subcontractors. The Consultant shall ensure that all
subcontractors it utilizes for work/services required under this Agreement shall comply
with all of the above insurance requirements.
17. Delegation of Professional Services. The services provided for herein shall be
performed by Consultant, and no person other than regular associates or employees of
Consultant shall be engaged upon such work or services except upon written approval of
the City.
18. Assignment. This Agreement, or any interest herein, or claim hereunder, shall
not be assigned or transferred in whole or in part by Consultant to any other person or
entity without the prior written consent of the City. In the event that such prior written
consent to an assignment is granted, then the assignee shall assume all duties, obligations,
and liabilities of Consultant stated herein.
19. Integration and Supersession. This Agreement sets forth all of the terms,
conditions, and agreements of the parties relative to the subject matter hereof and
supersedes any and all such former agreements which are hereby declared terminated and
of no further force and effect upon the execution and delivery hereof. There are no terms,
conditions, or agreements with respect thereto, except as herein provided and no
amendment or modification of this Agreement shall be effective unless reduced to writing
and executed by the parties.
20. Severability.
a. If a court of competent jurisdiction holds any part, term or provision of this
Agreement to be illegal, or invalid in whole or in part, the validity of the remaining
provisions shall not be affected, and the parties' rights and obligations shall be construed
and enforced as if the Agreement did not contain the particular provision held to be
invalid.
b. If any provision of this Agreement is in direct conflict with any statutory
provision of the State of Washington, that provision which may conflict shall be deemed
inoperative and null and void insofar as it may conflict, and shall be deemed modified to
conform to such statutory provision.
21. Non -Waiver. The waiver by Consultant or the City of the breach of any
provision of this Agreement by the other party shall not operate or be construed as a
waiver of any subsequent breach by either party or prevent either party thereafter
enforcing any such provision.
22. Termination. Either party may terminate this Agreement, with or without cause,
by giving the other party ten (10) working days written notice of termination. In the
event of termination, the City shall compensate the Consultant for services rendered
through the termination date.
23. Notices. Unless stated otherwise herein, all notices and demands shall be in
writing and sent to the parties to their addresses as follows:
TO CITY:
TO CONSULTANT:
Sheryl Smith
Deputy Human Resources Manager
City of Yakima
129 N. 2nd Street
Yakima, WA 98901
Martin Howell
LeMaster & Daniels, PLLC
610 N. 39th Avenue
Yakima, WA 98902
or to such other addresses as the parties may hereafter designate in writing. Notices
and/or demands shall be sent by registered or certified mail, postage prepaid or hand
delivered. Such notices shall be deemed effective when mailed or hand delivered at the
addresses specified above.
24. Survival. Any provision of this Agreement which imposes an obligation after
termination or expiration of this Agreement shall survive the term or expiration of this
agreement and shall be binding on the parties to this Agreement.
25. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Washington.
26. Venue. The venue for any action to enforce or interpret this Agreement shall lie
in the Superior Court of Washington for Yakima County, Washington.
CITY OF YAKIMA
By:
Date:
Ae,„
Dick Zais, City Manager
ATTEST:
By:
LEMASTER & DANIELS, PLLC
By:
Print Name:
�) `r lair h 'e„v-
Title: �%�t- .471 VYI
Date: I O
Karen Roberts,
City Clerk
Date: 9 - a- 3"'0 `f
City Contract No. OQ4/— /1/
Resolution No. &X4 4 -A95-
Exhibit A
PROPOSAL
between
LeMaster & Daniels, PPLC
and
City of Yakima
This proposal is to provide job effectiveness training, supervisory training, and other
consulting services to the City of Yakima. Scope of services will include, but not be
limited to:
1. Conduct job effectiveness training (job coaching/mentoring) on a group or
individual basis as identified by the City of Yakima
2. Conflict resolution services and training of staff and/or supervisors in conflict
management
3. Customized training services for supervisors and/or staff as identified by the City
of Yakima (ie., conducting performance evaluations, management skills, and
leadership/supervisory skills)
4. Other specific projects identified by the City of Yakima.
MARTIN HOWELL, MSW
Martin is a Senior Consultant with LeMaster & Daniels in Yakima, Washington specializing in
nontraditional consulting services: management training, facilitation of problem solving,
strategic planning, implementation of change, human resources training, vocational coaching,
program development, work place transition, and organizational development.
According to employee surveys as to why people choose to join and stay with a corporation,
salary and financial benefits rank at best #7. The first six are human factors such as involvement
in the creative process, level of appreciation and sense of worth. Martin works with that
necessary human factor to enable corporation and organizational operations to be successful. He
works with human resources, levels of motivations that permit employees to feel a part of the
creative work environment, to be at a maximum level of productivity and to choose to stay with a
company through difficult changes. Prior to corning to LeMaster & Daniels, Martin had worked
with over 100 corporations and organizations in Central Washington to assist planning, decision
making and educational efforts in order to increase staff retention, staff buy -in to change, and
staff motivation.
Martin received his graduate education from Smith College in Northampton, Massachusetts and
the University of Denver in Colorado. He has spent a significant part of his life outside the US in
the planning, management and financing of international development projects focused on
rebuilding the economic and social fabric of communities from the bottom up. Significant levels
of involvement increase buy in and guarantee a better prognosis for successful change. Martin is
a certified facilitator for Zenger-Miller Leadership Training Series (San Jose, CA) as well as the
Technology of Participation (Phoenix, AZ).
Martin's clientele is as varied as his work. From training supervisors at Washington Beef, to
planning operations for the Washington Hops Commission to training corporate leaders through
the Partnership for Rural Improvement, WSU Cooperative Extension. Martin is committed to
providing excellent leadership resources to both for profit and nonprofit corporations in the
Northwest. Martin is also on the faculty of four regional universities.
L�
LE MASTER &
DANIELS PLLC
Martin Howell MSW
LEMASTER & DANIELS PLLC
610 N. 39th Ave
Yakima, WA 98902
(509) 453-0123 • Fax (509) 453-0128
email: mhowell@lemaster-daniels.com
Current Employment Senior Consultant, Human Resources, LeMaster & Daniels, Yakima
Experience
Education
Director of Behavioral Health, Memorial Hospital Garden Village,
Supervisor for staff of four ensuring rapid rehabilitation from physically
disabling illness. Close working relationship with Yakima Medical
Community. 12/98 to 10/00
Director of Consultation, Central Washington Comprehensive Mental
Health, Yakima, WA. Divisional Director of staff providing services in
three counties to businesses and nonprofit organizations seeking new
training and better problem solving skills. 6/91 to 12/98
Therapist, Presbyterian St Luke's Hospital, Mt Airy Psychiatric
Hospital, Aurora Mental Health, Denver, Colorado. Specialized in
Axis I Diagnosis, Treatment of Stress Related Illnesses, Personality
Disorders, Severe Organic Impairment resulting in Alzheimers Disease.
6/86 to 6/91
Vice President, Director of Advancement, American College in Paris,
Paris, France, Responsible for Fiscal Operations, Development, Capital
Building Campaigns, and Relations with Franco -American Business
Community
1/83 to 6/86
Vice President, Director of Development, American Hospital in Paris,
Paris, France, Responsible for Financing and Development of an
International Hospital in relation to both American and French
regulations. 9/79-1/83
Director of International Development, Institute of Cultural Affairs,
Chicago, Illinois. Responsible for the Development, Planning and
Financing of Third World Development Projects in Africa and India.
9/71 to 8/79
MSW, 1988 - University of Denver, Colorado (Summa Cum Laude)
Smith College, Northampton, MA (1986-87)
BA, 1969 - Hope College, Holland, Michigan
Significant National and International Training
Wharton School, Zenger-Miller
Curriculum Vitae
Martin R. Howell
2808 Canterbury Lane
Yakima, WA 98902-2829
Education:
University of Denver, Denver, Colorado; Graduate School of Social Work, MSW; Focus: Clinical
Gerontology, Aging, Summa Cum Laude, 6/88.
Smith College, School for Social Work, Northampton, Mass; Focus: Clinical Assessment and Problem
Solving, 6/86-7/87
Hope College, Holland, Michigan, Focus: Psychology, Biology, BA, 9/65-6/69.
Certifications and Registrations:
Geriatric Mental Health Specialist (MHP),Washington, 9/91
Registered Counselor, Olympia, WA, 7/91 to present
Facilitator, Technology of Participation Series, ICA, Seattle; Focus: Corporate Strategic Planning and
Group Facilitation re: Problem Solving, 6/93. Twenty years experience with these methods, laboratory
experience developing and testing these methods. Teach these methods at Yakima Valley Community
College, Yakima, WA (93 -present).
Facilitator, Zenger-Miller Leadership Training Series, Learning International, San Jose, CA, Focus:
Increase Employee/Management Skill Development, Certified 3/00.
Adjunct Faculty to four local colleges.
Conflict Resolution Certification, 8/04
Skills:
Group Problem Solving
Facilitation/Strategic Planning
Work Place Transition Facilitation
Management Training
Human Resources Training
Grant Writing, all phases
Development Generalist: Bulk Mail, Individual, Corporation, Foundation, Government,
Planned Giving, Trusts, Donor Relations
Mental Health Education to Increase Staff Coping Skills During Stressful Times
Staff Coaching to Improve Performance
Program Development: Aging, Health care, Service Delivery
M. Howell
Page 2
Work History:
Senior Consultant, LeMaster and Daniels, 610 N. 39th Avenue, Yakima, WA. Consultative work
centering on leadership development, problem solving, increased communication, program feasibility and
development, higher productivity, adapting to change issues within corporations and nonprofit
organizations throughout the Northwest.
November 2000
Director of Behavioral Health, Garden Village, Yakima Valley Memorial Hospital, Tieton Drive,
Yakima, WA. Responsible for psychiatric assessment and treatment of 90 residents in rehabilitation
following fracture, stroke, closed head injury, terminal illness, or other diagnoses, rendering person
compromised. Supervised staff of four plus interns (Part-time).
Dec 98 to Oct 00
Consultant, Private Practice, Yakima, WA Consultative agreements with corporations and not for profit
organizations to train staff, provide facilitation and strategic planning where needed to permit companies
to resolve issues blocking them. Program and financial development, contracts to teach at neighboring
colleges in primarily adult learning. Provided on going services to 22 companies during this period.
June 98 to November 00
Division Director, Consultation and Community Services, Central Washington Comprehensive Mental
Health, 402 S. 4th Ave, Yakima, WA. Responsible for a multidisciplinary team of doctors, nurses,
clinical therapists and behavioral case managers who provide a full complement of services to residential
care facilities, skilled nursing facilities and an out patient clinic for treatment of mental illness for older
adults. Services include medication monitoring, behavioral management, therapeutic interventions for
depression, dementia and acute mental illness and consultation for other professionals and family
caregivers. Consultation included providing facilitation, strategic planning and training throughout
Central Washington. Trainings included stress management, team building, conflict resolution,
downsizing, change in the workplace, diversity issues, quality assurance measures, decreasing fear in the
workplace, quality of life issues and many other topics. Responsible for budget, management, staffing,
supervision, planning and development of new programs. Some grant writing and assistance provided in
the establishment of the CWCMH Foundation.
July 91 to December 98
Executive Director, United Seniors of Colorado, Presbyterian St Luke's Hospital, Denver, CO.
Leadership for a statewide advocacy organization for seniors. Focus was on provision of excellent health
care to seniors on fixed incomes. All budget, management, staffing issues, and fund raising for a small
not-for-profit organization.
89-91
Therapist, Mt. Airy Psychiatric Hospital, Aurora Mental Health, Denver, CO. Private, not for profit, in
patient and out patient psychiatric treatment for the acutely ill.
88-89
Graduate Internships, Elderly Empowerment Program, NIMH Grant, DU, working with 300 near -
homeless mentally ill elders in Denver. (87-91) Children's Hospital, Department of Psychiatry and
Behavioral Sciences, Denver, CO. Clinical Treatment of Children (86-87) CAP, Denver, CO. Case
management to 300 persons diagnosed with HIV.
(86-88)
M. Howell
Page 3
Director of Development, American College in Paris, Paris, France Directed all fund raising for $4
million budget, external relations to Franco -American business community, alumni relations, endowment
development, long-term giving, Foundation de France
83-86
Director of Development, American Hospital in Paris, Neuilly sur Seine, France. Responsible for fund
raising team, capital campaigns, endowment, new building and new program development. All public
relations, liaison with Hospital's Board of Governors, medical board, French and American certifying
agencies.
79-83
Medical Grants Administrator, ICA, Chicago, IL. Responsibility for grants for provision of medical care
in third world countries from inception to delivery both full-time and part-time. Funding from
Foundations, corporations and USAID.
75-79
Hospital Services Coordinator, Dialysis Centers, Ltd., Chicago, IL. Responsible for the operation of 24
free standing hemodialysis units linked to local hospitals. Financing, performance audits, contract
negotiations, hospital planning, billing and reimbursement schemes.
77-78
Transplant Coordinator, Renal Dialysis Unit, Hillcrest Medical Center, Tulsa, OK. Responsible for
patient work-up, coordination with transplant team, kidney snatching program, discharge, follow-up and
liaison with three rural satellite units.
72-75
Teacher, New York State Department of Mental Hygiene, Utica, NY. Lesson Planning, delivery and
evaluation of training program for the mentally ill (both prison release and in-patient).
69-72
References Available upon Request
ITEM TITLE:
BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT
4
Item No. 1,
For Meeting Of September 21, 2004
A resolution authorizing the execution of a consulting services agreement between
the City of Yakima and LeMaster and Daniels, PPLC, for the provision of human
resources and job development consulting services.
SUBMITTED BY: Sheryl Smith, Deputy Human Resources Manager
CONTACT PERSON/TELEPHONE: Sheryl M. Smith, x6090
SUMMARY EXPLANATION:
The attached resolution authorizes the execution of a consulting services agreement with LeMaster and
Daniels, PPLC for performance of a variety of professional job development and human resources services
on an as -needed basis. Due to the limited resources and current workload of the Human Resources Division,
it is recommended that the City contract for assistance with specialized services as outlined in Attachment A
of the agreement. Examples of the type of projects this agreement would cover are: job development/job
coaching, supervisory skills training inclusive of performance evaluations and conflict resolution and other
leadership/supervisory skills; and other specific projects identified by the City of Yakima. This agreement
will continue until terminated by either party. Compensation is set at $150 per hour or on a project basis as
negotiated by the parties.
Attached for informational purposes is the resume' of Martin Howell, Consultant, LeMaster and Daniels,
PPLC. Mr. Howell has more than 20 years of experience in a variety of functional areas, which include
training, business consulting, grant writing and mental health.
Resolution X Ordinance Contract X Other (Specify)
Mail to (name & address)
Phone:
Funding Source: Operating budge,s of affected divisions/departments and/or EAP budget in 2005
APPROVED FOR SUBMITTAL
City Manager
STAFF RECOMMENDATION: Adopt Resolution
BOARD/COMMISSION RECOMMENDATION:
COUNCIL ACTION:
(Ik) agenda Human Resources RHW I.04.sm
Resolution adopted. RESOLUTION R-2004-145