HomeMy WebLinkAboutR-2004-010 RHW Consulting Services AgreementRESOLUTION NO. R 2004 -10
A RESOLUTION authorizing and directing the City Manager to execute a professional
services agreement between the City of Yakima and RHW Consulting
Services for the continuing provision of human resources/management
consulting services.
WHEREAS, the City employs a work force of over 600 people; and
WHEREAS, the City requires assistance with such services as supervisory skills
training; training in conducting performance evaluations and disciplinary actions; drafting
policies and procedures; updating civil service rules and regulations; conducting selected
recruitment efforts; and other specific projects as identified by the City on an as -needed basis;
and
WHEREAS, RHW Consulting Services has the experience and expertise necessary to
provide the required human resources/management consulting services and is willing to do so
in accordance with the terms and conditions of the attached Consulting Services Agreement;
and
WHEREAS, RHW Consulting Services was so engaged by the City pursuant to a
consulting services agreement that expired on December 31, 2003; and
WHEREAS, the City Council deems it to be in the best interest of the City of Yakima
to enter into the attached Consulting Services Agreement with RHW Consulting Services for
the continuing provision of professional human resources 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 RHW Consulting Services for the
continuing provision of human resources/management consulting services.
ADOPTED BY THE CITY COUNCIL this 20th day of January, 2004.
A4A7-
ATTEST: Paul P. George, Mayor
City Clerk
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 RHW Consulting Services, a
Washington limited liability corporation, (hereinafter the "Consultant").
WHEREAS, the City requires additional professional human resources; and
WHEREAS, the City desires to utilize a professional consultant to assist in
providing a variety of different human resources functions; and
WHEREAS, the Consultant is willing to provide human resources administrative
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 human
resources services as described in the Consultant's Proposal, a copy of which is attached
hereto as Exhibit "A" and incorporated herein by this reference.
2. Resolution of Conflicting Language. Any inconsistencies or conflicts between
the language of this Agreement and the Proposal shall be resolved in the following order:
the language of the Agreement shall prevail over the language of the Proposal.
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 23 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 Sixty -Five Dollars ($65.00) 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. Said payment is expressly conditioned upon the Consultant providing services
hereunder which are satisfactory to the City.
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c. Payment in the Event of Termination. In the event that either party
terminates this Agreement under Section 22, 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 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. This document shall be made an addendum to this Agreement.
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,
RHW Consulting Services 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
fowls of compensation, selection for training, and the provision of services under this
Agreement.
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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 Two Million Dollars ($2,000,000.00) 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
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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. Commercial Automobile Liability Insurance. Before this Agreement is fully
executed by the parties, the Consultant shall provide the City with a certificate of
insurance as proof of commercial automobile liability insurance with minimum liability
limit of One Million Dollars ($1,000,000.00) per occurrence combined single limit bodily
injury and property damage. Automobile liability will apply to "Any Auto" and be
shown on the certificate. 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. 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.
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. Damages. If for any reason Consultant fails to provide the services specified in
this Agreement and the City is forced to secure such services from another person or
entity, Consultant shall be liable for any and all additional expenses to fulfill their
obligation to the City under this Agreement. This provision shall not serve as a limitation
upon other damages that may be available to the City pursuant to statutory and/or
common law.
20. 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
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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.
21. 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.
22. 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.
23. 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.
24. 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
Robert H. Weaver
RHW Consulting Services
7005 Perry Court
Yakima, WA 98908
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.
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25. 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.
26. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Washington.
27. 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 RHW Consulting Services
By:
Dick Zais, City Manager
Dated: /` c;- 3 —a
ATTEST:
By: A/ah
Karen Roberts,
City Clerk
Dated: /-- a- 3
City Contract No. 2004-07
Resolution No. R-2004-10
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/
e 7
By:>r��,(
Robert H. Weaver
Dated:
Exhibit A
PROPOSAL
between
RHW Consulting Services
and
City of Yakima
This proposal is to provide human resources management consulting services to the City
of Yakima. Scope of services will include, but not be limited to:
1. Conduct training classes/programs on a group or individual basis as identified by
the City of Yakima
2. Write policies and procedures as operationally necessary
3. Draft rule modifications for Charter and Police/Fire Civil Service Rules and
Regulations
4. Update Charter and Police/Fire Civil Service Rules as requested
5. Conduct recruitment efforts for selected position vacancies
6. Respond to other agency salary surveys as necessary
7. Other specific projects identified by the City of Yakima.
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BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT
Item No. * 13
For Meeting Of January 20, 2004
ITEM TITLE: A resolution authorizing the execution of a consulting services agreement between the
City of Yakima and Robert H. Weaver, RHW Consulting Services, for the continuing
provision of human resources 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 RHW Consulting
Services for the continuing performance of a variety of professional human resources services on an as -needed
basis. This agreement renews the City's prior contract with RHW Consulting Services that expired on December
31, 2003. 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: supervisory skills training
inclusive of performance evaluations and disciplinary actions; conducting investigations of complaints; drafting
policies and procedures; drafting civil service rules and regulations; conducting recruitment efforts for selected
positions vacancies and other specific projects identified by the City of Yakima. This agreement will continue
until teiiii nated by either party. Compensation is set at $65.00 per hour or on a project basis as negotiated by the
parties.
Attached for informational purposes is the resume' of Robert H. Weaver, RHW Consulting Services Mr.
Weaver has more than thirty (30) years of public sector human resources experience in a wide variety of
functional areas, which prior to establishing his consulting business, included thirteen (13) years as the Director
of Personnel for Pierce County Washington and nine (9) years as the Personnel Officer for the City of Yakima.
Resolution X Ordinance Contract X Other (Specify)
Mail to (name & address)
Phone:
Funding Source: Operating udgets of affected divisions/departments
APPROVED FOR SUBMITTAL
City Manager
STAFF RECOMMENDATION: Adopt Resolution
BOARD/COMMISSION RECOMMENDATION:
COUNCIL ACTION: ResoTut -Ion adopted. RESOLUTION R-2004-10
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