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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. (Ik) Contract Weaver Human Resources RHW 1-04sm 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. (Ik) Contract Weaver Human Resources RHW I-04.sm 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 (Ik) Contract Weaver Human Resources RHW 1-04.sm 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 (Ik) Contract Weaver Human Resources REM I-04sm 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. (Ik) Contract Weaver Human Resources RHW I-04.sm 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 (Ik) Contract Weaver Human Resources RHW I-04.sm / 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. (Ik) Contract Weaver Human Resources RHW 1-04.sm 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 (Ik) agenda Human Resources RHW I-04.sm