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HomeMy WebLinkAboutTroy Tschauner - Professional Consulting Services Agreement For City of Yakima Use Only: AGREEMENT Contract No.'�O;Za`O(PO BETWEEN Project No. Resolution No. n/o, CITY OF YAKIMA,WASHINGTON RFQP No. AND TROY TSCHAUNER FOR PROFESSIONAL CONSULTING SERVICES THIS AGREEMENT, is made and entered into on this 23rd day of March 2022, by and between the City of Yakima, Washington, a municipal corporation with its principal office at 129 North Second Street, Yakima, WA 98901, hereinafter referred to as "CITY", and Troy Tschauner a private contractor,with his principal office at 13619 Summitview Ext. Yakima, WA 98908,hereinafter referred to as"CONSULTANT". CONSULTANT will provide professional consultant and advisory services under this Agreement for City's payroll and related systems, hereinafter referred to as"SERVICES"on behalf of the City of Yakima. WITNESSETH: RECITALS WHEREAS, CITY desires to retain the CONSULTANT to provide services described in this Agreement. incorporated Exhibits and subsequent Amendments thereto;and WHEREAS, CONSULTANT represents that it has available and offers to provide personnel with knowledge and experience necessary to satisfactorily accomplish the work within the required time and that it has no conflicts of interest prohibited by law from entering into this Agreement; NOW,THEREFORE,CITY and CONSULTANT agree as follows: SECTION 1 AGREEMENT TERM 1.1 The period of this Agreement shall be for a period of one year(1-year)from its effective date. The CITY may,at its option,extend the Agreement on a year to year basis for up to 7 additional months. In the event the CITY elects:to extend the Agreement for an additional 7 months, the CITY shall provide written notice to the CONSULTANT at least sixty (60) days prior to the end of the Agreement period. SECTION 2 SCOPE OF SERVICES 2.1 CONSULTANT agrees to perform those services described hereafter. Unless modified in writing • by both parties, duties of CONSULTANT shall not be construed to exceed those services specifically set forth herein. 2.2 CONSULTANT shall perform the Services pursuant to this Agreement unless other personnel are approved by the CITY. 2.3 Basic Services: CONSULTANT agrees to perform those tasks described in Exhibit A, entitled "Scope of Work"(WORK)which is attached hereto and made a part of this Agreement as if fully set forth herein. 2.4 Additional Services: CITY and CONSULTANT agree that not all WORK to be performed by CONSULTANT can be defined in detail at the time this Agreement is executed,and that additional WORK related to the Project and not covered in Exhibit A may be needed during performance of this Agreement. CITY may, at any time, by written order, direct the CONSULTANT to revise 1 portions of the WORK previously completed in a satisfactory manner,delete portions of the WORK, or request that the CONSULTANT perform additional WORK beyond the scope of the WORK. Such changes hereinafter shall be referred to as"Additional Services." 2.5 Compensation for each such request for Additional Services have been negotiated by the CITY and the CONSULTANT and shall be provided at the hourly rates described in Exhibit B. The CONSULTANT shall not perform any Additional Services until so authorized by CITY and agreed to by the CONSULTANT in writing. SECTION 3 CITY'S RESPONSIBILITIES 3.1 CITY-FURNISHED DATA: The CITY will provide to the CONSULTANT all technical data in the CITY'S possession relating to the CONSULTANT'S services on the WORK as permitted by law. 3.2 ACCESS TO FACILITIES AND PROPERTY: The CITY will make its facilities reasonably accessible to CONSULTANT as required for CONSULTANT'S performance of its services and will provide labor and equipment as reasonably required by CONSULTANT for such access. 3.3 TIMELY REVIEW: The CITY will examine the CONSULTANT'S studies,reports,proposals,and other documents;obtain advice of an attorney, insurance counselor, accountant, auditor,bond and financial advisors,and other consultants as CITY deems appropriate;and render in writing decisions required of CITY in a timely manner. Such examinations and decisions,however,shall not relieve the CONSULTANT of any contractual obligations nor of its duty to render professional services meeting the standards of care for its profession. 3.4 Any documents, services, and reports provided by the CITY to the CONSULTANT are available solely as additional information to the CONSULTANT and will not relieve the CONSULTANT of its duties and obligations under this Agreement or at law. The CONSULTANT shall be entitled to reasonably rely upon the accuracy and the completeness of such documents, services and reports, but shall be responsible for exercising customary professional care in using and reviewing such documents,services,and reports and drawing conclusions there from. SECTION 4 AUTHORIZATION,PROGRESS,AND COMPLETION 4.1 In signing this Agreement, CITY grants CONSULTANT specific authorization to proceed with WORK described in Exhibit A at such time as specific work is required and assigned to CONSULTANT. The time for completion is defined in Exhibit A,or as amended. SECTION 5 COMPENSATION 5.1 CONSULTANT will be compensated one thousand dollars($1,400)per month for the first eight(8) hours worked during the month. 5.2 COMPENSATION ON A TIME SPENT BASIS AT SPECIFIC HOURLY RATES: In addition to the pay described in 5.1,CONSULTANT will be compensated for any additional services after the first eight(8)hours per month as described in Exhibit A.compensation shall be according to Exhibit B. 5.3 Telephone charges,computer charges, in-house reproduction charges, first class postage,and FAX charges are considered included in the general scope of services that CONSULTANT is responsible for. 5.4 Unless specifically authorized in writing by the CITY,the total budgetary amount for this PROJECT shall not exceed($49,999)per.year. The CONSULTANT will make reasonable efforts to complete the WORK within the budget and will keep CITY informed of progress toward that end so that the budget or WORK effort can be adjusted if found necessary. The CONSULTANT is not obligated to incur costs beyond the indicated budget,as may be adjusted,nor is the CITY obligated to pay the CONSULTANT beyond these limits. When any budget has been increased,the CONSULTANT'S excess costs expended prior to such increase will be allowable to the same extent as if such costs had been incurred after the approved increase,and provided that the City was informed of and had approved,in writing,the additional costs before the time such costs were incurred. 5.5 Services authorized by the CITY shall follow a monthly payment schedule as follows: The CONSULTANT shall submit to the City's Representative an invoice each month for payment for services completed through the accounting cut-off day of the previous month. Such invoices shall be for services and WORK performed and costs incurred prior to the date of the invoice and not covered by previously submitted.invoices. The CONSULTANT shall submit with each invoice a detailed summary of time expended on the PROJECT for the current billing period, and any other supporting materials determined by the City necessary to substantiate the costs incurred. CITY will use its best efforts to pay such invoices within thirty (30)days of receipt and upon approval of the WORK done and amount billed. CITY will notify the CONSULTANT promptly if any problems are noted with the invoice. CITY may question any item in an invoice, noting to CONSULTANT the questionable item(s) and withholding payment for such item(s). The CONSULTANT may resubmit such item(s) in a subsequent invoice together with additional supporting information required. 5.6 Payment terms are net 30 after receipt of approved invoice(s). SECTION 6 RESPONSIBILITY OF CONSULTANT 6.1 INDEMNIFICATION: (a) CONSULTANT agrees to defend, indemnify, and hold harmless the CITY, its elected officials, agents, officers, employees, agents and volunteers (hereinafter "parties protected") from '.(l) claims, demands, liens, lawsuits, administrative and other proceedings, (including reasonable costs and attorneys fees) and (2)judgments, awards, losses,liabilities,damages,penalties,fines,costs and expenses of any kind claimed by third parties arising out of,or related to any death, injury,damage or destruction to any person or any property to the extent caused by any negligent act,action,default,error or omission or willful misconduct arising out of the CONSULTANT's performance under this Agreement. In the event that any lien is placed upon the City's property or any of the City's officers, emplo}ees or agents as a result of the negligence or willful misconduct of the CONSULTANT, the CONSULTANT shall at once cause the same to be dissolved and discharged by giving bond or otherwise. (b) CITY agrees to indemnify and hold the CONSULTANT harmless from loss, cost, or expense of any kind claimed by third parties, including without limitation such loss,cost, or expense resulting from injuries to persons or damages to property,caused solely by the negligence or willful misconduct of the CITY,its employees,or agents in connection with the service. (c) If the negligence or willful misconduct of both the CONSULTANT and the CITY (or a person identified above for whom each is liable) is a cause of such third party claim,the loss, cost, or expetise shall be shared between the CONSULTANT and the CITY in proportion to their relative degrees of negligence or willful misconduct and the right of indemnity will apply for such proportion. (d) Nothing contained in this Section or this Agreement shall be construed to create a liability or a right of indemnification in any third party. , 3 6.2 In any and all claims by an employee of the CONSULTANT,any subcontractor,anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, the indemnification obligations under this Agreement shall not be limited in any way by any limitation on the amount or types of damages,compensation,or benefits payable by or for the CONSULTANT or a subcontractor under workers'or workmens'compensation acts,disability benefit acts,or other employee benefit acts. SECTION 7 AUDIT AND ACCESS TO RECORDS 7.1 The CONSULTANT, including its subconsultants, shall maintain books, records, documents and other evidence directly pertinent to performance of the WORK under this Agreement in accordance with generally accepted accounting principles and practices consistently applied. The CITY,or the CITY'S duly authorized representative, shall have access to such books, records, documents, and other evidence for inspection,audit,and copying for a period of three years after completion of the WORK. The CITY shall also have access to such books, records, and documents during the performance of the WORK, if deemed necessary by the CITY, to verify the CONSULTANT'S WORK and invoices. 7.2 Audits conducted pursuant to this section shall be in accordance with generally accepted auditing standards and established procedures and guidelines of the reviewing or auditing agency. 7.3 The CONSULTANT agrees to the disclosure of all information and reports resulting from access to records pursuant to this section provided that the CONSULTANT is afforded the opportunity for an audit exit conference and an opportunity to comment and submit any supporting documentation on the pertinent portions of the draft audit report and that the final audit report will include written comments,if any,of the CONSULTANT. 7.4 The CONSULTANT shall ensure that the foregoing paragraphs are included in each subcontract for WORK. 7.5 Any charges of the CONSULTANT paid by the CITY which are found by an audit to be inadequately substantiated shall be reimbursed to the CITY. SECTION 8 INSURANCE 8.1 At all times during perfornianc'e'of the Services,CONSULTANT shall secure and maintain in effect insurance to protect the City, and the CONSULTANT from and against all claims,damages,losses, and expenses arising out of or resulting from the performance of this Agreement. CONSULTANT shall provide and maintain in force insurance in limits no less than that stated below, as applicable. The City reserves the rights to require higher limits should it deem it necessary in the best interest of the public. 8.1.1 Before this Agreement is fully executed by the parties , CONSULTANT shall provide the City With a certificate of insurance as proof of professional liability coverage with a total mfnimutn liability limit of One Million Dollars ($1,000,000.00) per claim combined single limit bodily injury and property damage, and Two Million Dollars ($2,000,000.00) 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. The insurance shall be with an insurance company or companies rated A-VII or higher in Best's Guide. If the policy is written on a claims made basis the coverage will continue in force for an additional two years after the completion of this agreement. SECTION 9 ASSIGNMENT 4 9.1 This Agreement is binding on the heirs, successors and assigns of the parties hereto. This Agreement may not be assigned by CITY or CONSULTANT without prior written consent of the other,which consent will not be unreasonably withheld. It is expressly intended and agreed that no third party beneficiaries are created by this Agreement, and that the rights and remedies provided herein shall inure only to the benefit of the parties to this Agreement. SECTION 10 INTEGRATION 10.1 This Agreement represents the entire understanding of CITY and CONSULTANT as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered herein. This Agreement may not be modified or altered except in writing signed by both parties. SECTION 11 JURISDICTION,SIVERABILITY AND VENUE 11.1 This Agreement shall be administered and interpreted under the laws of the State of Washington. Jurisdiction of litigation arising from this Agreement shall be in Washington State. If any part of this Agreement is found to conflict with applicable laws, such part shall be inoperative, null, and void insofar as it conflicts with said laws,but the remainder of this Agreement shall be in full force and effect. Venue for all disputes arising under this Agreement shall be in a court of competent jurisdiction in Yakima County,State of Washington. SECTION 12 EQUAL EMPLOYMENT and NONDISCRIMINATION 12.1 During the performance of this Agreement,CONSULTANT and CONSULTANT's subconsultants 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. CONSULTANT agrees to comply with the applicable provisions of State and Federal Equal Employment Opportunity and Nondiscrimination statutes and regulations. SECTION 13 SUSPENSION OF WORK 13.1 CITY may suspend. in writing by certified mail,all or a portion of the WORK under this Agreement if unforeseen circumstances beyond CITY'S control are interfering with normal progress of the WORK. CONSULTANT may suspend, in writing by certified mail, all or a portion of the WORK under this Agreement if unforeseen circumstances beyond CONSULTANT's control are interfering with normal progress of the WORK. CONSULTANT may suspend WORK on the PROJECT in the event CITY'does hot pay invoices when due,except where otherwise provided by this Agreement. The time for completion of the WORK shall be extended by the number of days WORK is suspended. If the period of suspension exceeds ninety (90) days, the terms of this Agreement are subject to renegotiation,and both parties are granted the option to terminate WORK on the suspended portion of Project in accordance with SECTION 14. SECTION 14 TERMINATION OF WORK 14.1 Either party may terminate this Agreement,in whole or in part,if the other party materially breaches its obligations under this Agreement and is in default through no fault of the terminating party. However, no such termination may be effected unless the other party is given: (1) not less than fifteen (15) calendar days written notice delivered by certified mail, return receipt requested, of intent to terminate; and(2)an opportunity for consultation and for cure with the terminating party 5 before termination.Notice shall be considered issued within seventy-two(72)hours of mailing by certified mail to the place of business of either party as set forth in this Agreement. 14.2 In addition to termination under subsection 14.1 of this Section, CITY may terminate this Agreement for its convenience, in whole or in part,provided the CONSULTANT is given: (1)not less than fifteen (15) calendar days written notice delivered by certified mail, return receipt requested, of intent to terminate; and (2) an opportunity for consultation with CITY before termination. 14.3 If CITY terminates for default On the part of the CONSULTANT,(1)no amount shall be allowed for anticipated profit on 'unperformed services or other WORK, and (2) any payment due to the CONSULTANT at the time of termination may be adjusted to the extent of any additional costs or damages CITY has incurred,or is likely to incur,because of the CONSULTANT'S breach. In such event, CITY shall consider the amount of WORK originally required which was satisfactorily completed to date of termination,whether that WORK is in a form or of a type which is usable and suitable to CITY at the date of termination and the cost to CITY of completing the WORK itself or of employing another firm to complete it. Under no circumstances shall payments made under this provision exceed the"not to exceed"agreement cost set forth in Section 5.3. In the event of default, the CONSULTANT agrees to pay CITY for any and all damages, costs, and expenses whether directly, indirectly, or consequentially caused by said default. This provision shall not preclude CITY from filing claims and/or commencing litigation to secure compensation for damages incurred beyond that covered by withheld payments. 14.4 If the CONSULTANT terminates for default on the part of CITY or if CITY terminates for convenience, the adjustment pursuant to the Agreement shall include payment for services satisfactorily performed up'to the date of termination for WORK satisfactorily completed, in addition to termination settlement costs the CONSULTANT reasonably incurs relating to commitments which had become firm before the termination, unless CITY determines to assume said commitments. 14.5 Upon receipt of a termination notice under subsections 14.1 or 14.2 above, the CONSULTANT shall (1) promptly discontinue all services affected (unless the notice directs otherwise), and (2) deliver or otherwise make available to CITY all originals of data,reports,estimates,summaries,and such other information,documents,and materials as the CONSULTANT or its subconsultants may have accumulated or prepared in performing this Agreement, whether completed or in progress, with the CONSULTANT retaining copies of the same. 14.6 Upon termination under any subparagraph above,CITY reserves the right to prosecute the WORK to completion utilizing other qualified firms or individuals; provided, the CONSULTANT shall have no responsibility to prosecute further WORK thereon. 14.7 If, after termination for failure of the CONSULTANT to fulfill contractual obligations, it is determined that the CONSULTANT has not so failed,the termination shall be deemed to have been effected for the convenience'of CITY. In such event, the adjustment pursuant to the Agreement shall be determined as set forth in subparagraph 14.4 of this Section. SECTION 15 NOTICE 15.1 Any notice required to be given under the terms of this Agreement shall be directed to the party at the address set forth below: Notice shall be considered issued and effective upon receipt thereof by the addressee-party,or seventy-two(72)hours after mailing by certified mail to the place of business set forth below,whichever is earlier. CITY: City of Yakima City Manager'. 6 129 North 2"d Street Yakima;,WA,98901 CONSULTANT: Troy Tschuaner 13619 Summitview Ext. Yakima,WA 98908 IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by their respective authorized officers or representatives as of the day and year first above written. CITY OF YAKIMA Troy Tschauner Dal sigau ���r� ,(�� Troy Tschauner pa,eigit ZOlyZ2.o,nedZ3by,,Troyos Tsch,z_o,�oo.ner City Manager Signature Troy Tschauner Printed Name: R��� fr yr 1�C� r-rD( i� Printed Name: Title: City Manager Title: - mac--- March 23, 2022 Date: r > �.„mate: Attest U ,{, - 1. i* ) 1l City Clerk = ir.V7 CITY CONTRACT NO:'"a a-O`e O RESOLUTION NO: F'l/(a. 7 EXHIBIT A SCOPE OF SERVICES Design,program,modify,enhance,correct,analyze City's H/R,payroll,budget and pension systems. Train,mentor,and instruct City technical staff and system users in all aspects of the above systems,including: -Database Object -SQL scripting,PL/SQL functions,procedures,and packages -Methodologies for creating,updating,and maintaining systems Communicate clearly both orally and in writing. Maintain confidentiality. Other related duties as assigned by the Director of IT or City Manager. 4 EXHIBIT B RATES FOR SERVICES Base Monthly Service at$1,400 to include 8 hours of services. Services in addition to base service month will be made available by Service Provider at the rate range of $125.00 to$225.00 per hour and will be billed separately Services requested with at least twenty-four (24) hours advance notice and do not require in-depth programming/modification will be at a rate of$125.00. Services with at least twenty-four (24) hours advanced notice that require a high degree to technical knowledge or critical programming/modification will be at a rate of$185.00 per hour. Services without advanced notice which require immediate attention will be at a rate of$225.00 per hour. The rate for any additional hours will be agreed to prior to any additional hours being requested. • A�Q® DATE(MM/DDIYYYY) CERTIFICATE OF LIABILITY INSURANCE 02/28/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Hiscox Inc. PHONE 888 202-3007 (ac,No): 5 Concourse Parkway AIL ADDRESS: contact@hiscox.com Suite 2150 Atlanta GA,30328 INSURER(S)AFFORDING COVERAGE NAIL INSURER A: Hiscox Insurance Company Inc 10200 INSURED INSURER B: Troy Tschauner 13619 Summitview Ext INSURER c Yakima,WA 98908 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUER POLICY EFF POLICY EXP LIMITS LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER IMM/DD/YYYY) (MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY EACH OCCURRENCEDAMAGE RENTED $ CLAIMS-MADE OCCUR • PREMISESO(Ea occurrence) $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: , GENERAL AGGREGATE • POLICY JECT LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) • ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) $ / UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER Y/N EACH ANYPROPRIETOR/PARTNER/EXECUTIVE N/A E.L. ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Professional Liability N UDC-5097703-EO-22 03/01/2022 03/01/2023 Each Claim: $2,000,000 Aggregate: $2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached If more space is required) CERTIFICATE HOLDER CANCELLATION City Of Yakima SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD