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HomeMy WebLinkAbout01/18/2011 17 Temporary Management Services Agreement with Prothman Company BUSINESS OF THE CITY COUNCIL • 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