HomeMy WebLinkAbout01/18/2011 17 Temporary Management Services Agreement with Prothman Company BUSINESS OF THE CITY COUNCIL
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YAKIMA, WASHINGTON
AGENDA STATEMENT
Item No. / 7
For Meeting of January 18, 2011
ITEM TITLE: Review of a draft Agreement with the Prothman Company; and Possible
Consideration of a Resolution authorizing the Acting City Manager of the City of
Yakima to execute an Agreement between the Prothman Company and the City
of Yakima for temporary management services.
SUBMITTED BY: Acting City Manager Michael A. Morales, City Manager's Office
Legal Department
CONTACT PERSON /TELEPHONE: Acting City Manager Michael Morales, (509) 575 -6040
SUMMARY EXPLANATION: Recent circumstances have occurred which have resulted in
consideration by the City of retention of temporary City management services, which
circumstances include (1) the announced retirement of the City Manager during 2011, (2) the
resignation of the Assistant City Manager effective January 7, 2011, who resigned to become
City Manager of another city, and (3) an unanticipated illness and resulting unavailability
beginning January 3, 2011 of the City Manager who is currently recovering.
On Wednesday, January 12, 2011, at a Special Meeting of the City Council, the City Council
interviewed three applicants provided by the Prothman Company for a temporary management
position. The Prothman Company is willing to provide the services of a Prothman Company
employee qualified to perform the requirements of temporary management.
At the Special Meeting of the City Council on January 12, 2011, the City Council directed staff to
prepare a draft agreement with the Prothman Company for the City Council's review at the City
Council business meeting on Tuesday, January 18, 2011. Pursuant to the Council's direction,
attached is a copy of the draft agreement for City Council review and discussion at the January
18th City Council meeting.
Also attached is a Resolution for Council's potential use in the event that the City Council may
desire to take an action regarding the attached agreement at the January 18th meeting or at a
future Council business meeting.
Resolution X Ordinance Other (Specify) Contract X
Mail to (name and address): Greg Prothman, President, Prothman Company, 371 NE
Gilman Blvd., Suite 350, Issaquah, WA 98027 Phone: (425) 368 -0050
Funding Source General Fund
APPROVED FOR SUBMITTAL: ��..% Acting City Manager
STAFF RECOMMENDATION: This issue is a Council decision, and staff respectfully defers to
the City Council's direction regarding this matter.
BOARD /COMMISSION RECOMMENDATION:
COUNCIL ACTION:
RESOLUTION NO. R- 201 - .. .
A RESOLUTION authorizing the Acting City Manager of the City of Yakima to execute an
Agreement between the Prothman Company and the City of Yakima for
temporary management services.
WHEREAS, on January 12, 2011, at a Special Meeting of the City Council, the City
Council interviewed three applicants provided by the Prothman Company for a temporary
management position; and
• WHEREAS, the Prothman Company is willing to provide the services of a Prothman
Company employee qualified to perform the requirements of temporary management in
accordance with the terms and conditions of the attached Agreement; and
WHEREAS, recent circumstances have occurred which have resulted in consideration
by the City of retention of temporary City management services, which circumstances include
(1) the announced retirement of the City Manager during 2011, (2) the resignation of the
Assistant City Manager effective January 7, 2011, who resigned to become City Manager of
another city, and (3) an unanticipated illness and resulting unavailability beginning January 3,
2011 of the City Manager who is currently recovering; and
WHEREAS, the City Council deems it to be in the best interest of the City of Yakima to
authorize execution of the attached Agreement with the Prothman Company; now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
The City Council authorizes the Acting City Manager to execute the attached Agreement
with the Prothman Company to provide temporary management services as provided in the
Agreement.
ADOPTED BY THE CITY COUNCIL this 18 day of January, 2011.
Micah Cawley, Mayor
ATTEST:
City Clerk
mAN
January 14, 2011
Mr. Michael A. Morales
Acting City Manager
City of Yakima
129 North Second Street
Yakima, WA 98901
Dear Mr. Morales:
Prothman Company has been retained to perform services as set forth in this agreement.
Term. The term of this agreement begins on the date on which both parties have executed this
agreement, and is ongoing, provided, however, that the City of Yakima (the "City ") may
terminate this agreement at any time.
Acting /Interim City Manager. The temporary manager serves at the pleasure of the City and
shall perform such duties as assigned by the City Council and as consistent with state law, City
ordinances and the City Charter. The City shall have the right to direct the Prothman Company
to replace the temporary manager at any time. Should City Manager R. A: ( "Dick ") Zais, Jr..
return to active service, the temporary manager could assume the duties of an Interim Assistant
City Manager at the City Manager's option, subject to renegotiation of the hourly rate.
Employer Duties of the Prothman Company. The Prothman Company shall provide a
Prothman Company employee qualified to act as a temporary manager during the term of the
contract. The Prothman Company shall (1) pay all wages and other remuneration to its
employee who is provided under this agreement, (2) prepare and file all payroll tax returns and
reports, (3) pay all amounts due and owing pursuant to the payroll tax returns and reports, (4)
prepare, file, and furnish to the employee applicable employee tax forms, and (5) prepare and
file, with a copy to the City, applicable employer tax forms. Prothman Company shall be solely
responsible for and shall pay all federal income tax, FICA, social security tax, assessments for
unemployment and industrial injury insurance, and other deductions from income which may be
required by law or assessed against either party relating to the position of temporary manager
as a result of this agreement.
Duties of the City. When applicable, the City shall provide a work place for the temporary
manager and maintain the work place in accordance with applicable health and working'
standards, notify the Prothman Company immediately of all employee injuries and provide
reimbursement for costs incurred by the temporary manager as a result of performing City
business such as mileage, travel expenses and other similar costs at the normal City rates and
in accordance with the City's cost reimbursement policies applicable to City employees.
3633 136 PL SE, Suite 206 . Bellevue, WA 98006.206 368 0050 {ph} o425 289 5040 {fx }owww.prothman.com
Fees & Expenses. The temporary manager's hourly rate is $87.00 for each hour worked by the
temporary manager. The City agrees to provide an auto allowance and temporary housing
stipend, which amounts will be negotiated once the temporary manager is selected; once
negotiated by the parties, the auto allowance and temporary housing stipend amounts will be
specified in an addendum to this agreement which will be presented for consideration of
approval at a business meeting of the Yakima City Council. Payments by the City for the auto
allowance and temporary housing stipend shall be submitted to Prothman Company, and shall
be itemized on Prothman Company's invoices to the City. Prothman Company shall submit
billing invoices every two weeks for services rendered and costs incurred. Undisputed invoices
are due within thirty (30) days of receipt. Delinquent payments will be subject to a late payment
charge of 12% (annual) and which will be applied to any unpaid balance owed commencing
seven (7) days after the payment due date.
Prothman Company will review all expenses with the City prior to expenditure. Prothman
Company has agreed to absorb all its expenses prior to January 12, 2011 that Prothman
Company has incurred relating to this matter, including travel to and from Yakima, Washington.
Commencing on Wednesday, January 12, 2011, all expenses incurred by the Prothman
Company for conducting the interim placement are the responsibility of the City. Expense items
include but are not limited to:
• Consultant travel time billed at $82.50 per hour and related travel expenses
• Travel and related expenses for candidates during the interview process
• Consultant time to coordinate and facilitate interim employee selection at $165 per
hour.
Finder's Fee. If the City chooses to hire the temporary manager as a regular City employee,
the City agrees to pay the Prothman Company 10% of the starting annual salary.
Status of Prothman Company. Prothman Company and the City understand and expressly
agree that Prothman Company is an independent contractor in the performance of this
agreement. Prothman Company and its employees shall make no claim of. City employment nor
shall Prothman Company make any claim against the City for any related employment benefits,
social security, and /or retirement.
Nondiscrimination Provision. During the performance of this agreement, Prothman Company
and its employees shall not discriminate in violation of any applicable federal, state and /or local
law or regulation on the basis of age, sex, race, creed, religion, color, national origin, marital
status, disability, honorably discharged veteran or military status, pregnancy, sexual orientation,
and any other classification protected under federal, state, or local law. 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.
Insurance. At all times during performance of the services, Prothman Company shall secure
and maintain in effect insurance to protect the City and Prothman Company from and against all
claims, damages, losses, and expenses arising out of or resulting from the performance of this
agreement. Prothman Company shall provide and maintain in force insurance in limits no less
than that stated below, as applicable. The City reserves the right to require higher limits should
it deem it necessary in the best interest of the public.
PROT IMAN
Commercial Liability Insurance: On or before the effective date of this agreement, Prothman
Company shall provide the City with a certificate of insurance as proof of commercial liability
insurance and commercial umbrella liability insurance, or a combination of commercial liability
and umbrella liability, with a total minimum liability limit of Two Million Dollars ($2,000,000.00)
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 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. if the City is damaged by Prothman Company's failure to maintain the
above insurance or to so notify the City, then Prothman Company shall bear all costs
attributable thereto. If requested, Prothman Company shall provide the City with a complete
copy of the policy.
Professional Liability Insurance: On or before the effective date of this agreement, Prothman
Company shall provide the City with a certificate of insurance as evidence of Professional
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 the inception date of the agreement, 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.
Indemnification. The Prothman Company shall indemnify, defend, and hold harmless the City
for the purposes of all required payroll deductions and withholdings, legally required workers'
compensation insurance and other employee benefits. The City releases and agrees to
indemnify, defend, and hold harmless the Prothman Company, the employees of the Prothman
Company, and personnel, directors, and officers of the Prothman Company from any and all
actions, claims, damages, or injuries to persons or property, penalties, obligations or liabilities
arising out of or related to the services performed by the temporary manager that are under the
control of the City and are within the course and scope of City employment. The Prothman
Company releases and agrees to indemnify, defend, and hold harmless the City, its officers,
employees and consultants, from any and all actions, claims, damages, or injuries to persons or
property, penalties, obligations or liabilities arising out of or related to the acts or omissions of
the temporary, manager that are not under the control of the City or are not within the course --
and scope of City employment. If the City is notified or becomes aware of any alleged improper
or illegal activities by the temporary manager the City shall notify the Prothman Company
immediately. .
CITY OF YAKIMA PROTHMAN COMPANY
Michael A. Morales Date Greg Prothman Date
Acting City Manager President
AAN