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HomeMy WebLinkAboutR-2005-182 Sound Employment Solutions, LLC AgreementRESOLUTION NO. R 2005 - 182 A RESOLUTION authorizing and directing the City Manager to execute a professional services agreement between the City of Yakima and Sound Employment Solutions, LLC for the provision of professional human resource services. WHEREAS, the City requires assistance with the provision of training services, independent investigation services, and other related human resource services; and WHEREAS, Sound Employment Solutions, LLC has the experience and expertise necessary to provide the required professional services and is willing to do so in accordance with the terms and conditions of the attached Professional 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 Professional Services Agreement with Sound Employment Solutions, LLC for the provision of professional human resource 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 "Professional Services Agreement Between the City of Yakima and Sound Employment Solutions" for professional human resource services. ADOPTED BY THE CITY COUNCIL this 15th day of November, 2005. ATTEST Paul P. George, Mayor City Clerk PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF YAKIMA AND SOUND EMPLOYMENT SOLUTIONS THIS PROFESSIONAL SERVICES AGREEMENT, hereinafter "Agreement," is made and entered by and between the City of Yakima, a Washington municipal corporation, (hereinafter "City") and Sound Employment Solutions, LLC, a Washington limited liability company (hereinafter "Consultant"). WHEREAS, the City requires professional human resource assistance with training city employees, performing independent personnel investigations, and other services; and WHEREAS, the Consultant is willing to provide said 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 professional human resource services on an as -needed basis at mutually agreeable dates and times, including but not limited to training services, independent personnel investigation services, and related services. 2. Term. This Agreement shall be retroactive to and shall commence on September 1, 2005, and shall terminate in accordance with Section 19 of this Agreement. 3. Compensation. a. Coiiipensation for Services. As consideration for the professional services performed pursuant to this Agreement, the City agrees to compensate the Consultant as described in Exhibit A, attached hereto and incorporated herein by this reference. The fees listed in Exhibit A include all taxes, insurance, costs and expenses. b. Payment in the Event of Termination. In the event that either party terminates this Agreement pursuant to Section 19, 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. c. 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 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. 4. Warranty. Consultant warrants that all services provided hereunder shall be furnished in a manner consistent with industry standards and the level of professional skill generally acceptable in the industry with regard to the services of this kind. 5. 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. 6. Confidentiality. Consultant agrees that any information received by Consultant during the course of Consultant's performance under the terms of this Agreement that concern the personal, financial, or other affairs of the City's employees, officers, and/or agents shall be kept in full confidence and shall not be revealed to any other person, firm, organization, or entity, except as required by law, without prior written authorization of the City or the affected individual(s). 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. 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. 15. 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. 16. 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. 17. 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. 18. 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. 19. Termination. Either party may terminate this Agreement, with or without cause, by giving the other party ten (10) calendar days written notice of termination. In the event of termination, the City shall compensate the Consultant for services rendered through the termination date. 20. 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. 2"d Street Yakima, WA 98901 Sound Employment Solutions, LLC 11700 Mukilteo Spdway, Ste 201, PMB 1211 Mukilteo, WA 98275 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. 21. 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. 22. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. 23. 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, Washington By: Dick ZaisACity Manager Dated: /1- i7 -DS ATTEST: dols, City Clerk Dated: //—/7-0.5" City Contract No. ,77.004.5--/O S/ Resolution No. /QzqO L -/f z Sound Employment Solutions, LLC By: Print Name: j W/fie° 6/ Zik) Title: Exhibit A Sound Employment Solutions, LLC 11700 Mukilteo Speedway, Ste 201, PMB 1211 Mukilteo, WA 98275 (206) 334-5003 or 334-5004 orbin )rnsn, cm ores'ma.ypr ,-irl.cpl Consultant's Rate for Professional Services Training: Unless otherwise negotiated, Consultants will be compensated at a rate of $1,700 per day and $1,200 for half- day for training seminars and workshops. This rate is charged for those seminars and workshops already in existence in the Consultant's catalog. In those instances when the Consultant develops or tailors curriculum specific to the client's needs, the Consultant is compensated at a rate of $175.00 per hour for the time spent developing the new curriculum. Included in the development fee of $175.00 per hour is the cost of developing a handout that the City may photocopy and distribute to employees. The City and the Consultant may agree to alternative rate(s) for training services. Any such agreement must be in writing and executed by the parties. Such agreement will be an addendum to this Agreement. The City Manager has the authority to agree to alternative rate(s) on behalf of the City. A fee of $1000.00 will be charged for use of a videotaped training session. The videotape will contain a disclaimer which states that the information presented during the workshop does not constitute legal advice and that the Consultants are not responsible for notifying the City or its employees of any changes to the law. The videotape is for City of Yakima employees only and is not be used by any other entity. The videotape may not be used any longer than six months after the final in-person workshop is presented. The City of Yakima will assume any costs associated with securing a training facility for presentation of workshop(s) and print the instructional manual for all participants. The Consultant will provide the instructional materials on a Sound Employment Solutions, LLC Compensation — Yakima 10-05 computer diskette to the City of Yakima. The City may reproduce the instructional materials for City of Yakima employees as needed, but is not permitted to release the manual to other entities. Employee Investigations: All investigatory work is billed at a rate of $175.00 an hour. Personnel Consultation: All personnel and human resources related consultation is billed at a rate of $175.00 per hour. Travel Reimbursement Travel Expenses: The Consultants are reimbursed for all travel expenses including mileage from Mukilteo to Yakima, airfare in those rare instances when air travel is necessary, hotel expenses, and food at the City of Yakima per diem rate. Sound Employment Solutions, LLC Compensation — Yakima 10-05 BUSINESS OF 1i±J CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. 4- `e For Meeting Of November 15, 2005 ITEM TITLE: A resolution authorizing the execution of a professional services agreement between the City of Yakima and Sound Employment Solutions, LLC, for the provision of professional human resource services for training services, independent investigation services and other related human resource services. SUBMITTED BY. Sheryl Smith, Deputy Human Resources Manager CONTACT PERSON/TELEPHONE: Sheryl M. Smith, x6090 SUM. MARY EXPLANATION: The attached resolution authorizes the execution of a professional services agreement with Sound Employment Solutions, LLC to provide for specialized training city employees, independent investigation services and other related human resource services on an as needed basis. Due to the current workload of the Human Resources Division and the highly specialized nature of these services, it is recommended that the City contract for these services as outlined, and at the rates described in Exhibit A of the agreement. The estimated costs for these services are $3,500 for 2005 and $9,000 for 2006. The City has previously utilized Sound Employment Solutions, LLC to conduct sexual harassment prevention training classes for all City employees in late 2004 and early 2005. Attached is background information on the two partners in Sound Employment Solutions, LLC for reference purposes. Resolution X Ordinance Contract X Other (Specify) Mail to (name & address) Phone: Funding Source: For general training programs the HR budget, the cost of investigations would be charged to the impacted department. APPROVED FOR SUBMITTAL ity Manager STAFF RECOMMENDATION: Adoptsolution BOARD/COMMISSION RECOMMENDATION: COUNCIL ACTION: Resolution adopted. RESOLUTION NO. R-2005-182