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HomeMy WebLinkAbout24-058 - Karras Consulting - Finance Director Recruitment 24-058 Council Approval N/A PERSONAL SERVICES AGREEMENT Karras Consulting, hereinafter called Contractor, and the City of Tukwila, hereinafter called Tukwila, agree as set forth in this Agreement, including: Exhibit A (Scope of Work) Exhibit B (Compensation) The term of thisAgreement shall commenceon the day ofMay2024, and shall, unless st terminated or renewed elsewhere in the Agreement, terminate on the 31 day of December 2024. IN WITNESS WHEREOF, the parties have executed this Agreement this ___ day of , 2024. CONTRACTOR: Karras Consulting TUKWILA: City of Tukwila ____________________________________ ___________________________________ Marissa Karras Thomas McLeod, Mayor CT Date: Date: Address: Address: 1802 Black Lake Blvd SW, Suite 101 6200 Southcenter Blvd Olympia, WA 98512 Tukwila, WA 98188 ATTEST/AUTHENTICATED: __________________________________ Andy Youn, City Clerk APPROVED AS TO FORM: ___________________________________ City Attorney’s Office 1 Contractor Name: Karras Consulting GENERAL CONDITIONS 1. Scope of Contractor's Services: The Contractor agrees to provide to Tukwila services and any materials set forth in the project narrative identified as Exhibit "A" during the Agreement period. No material or labor will be furnished by Tukwila, unless otherwise provided for in the Agreement. 2. Accounting and Payment for Contractor Services: Payment to the Contractor for services rendered under this Agreement shall be as set forth in Exhibit "B." Where Exhibit "B" requires payments by Tukwila, payment shall be based upon billings. Unless specifically stated in Exhibit "B" or approved in writing in advance by the official executing this Agreement (hereinafter referred to as the "Contracting Officer",) Tukwilawill not reimburse the Contractor for any costs or expenses incurred by the Contractor in the performance of this contract. Where required, Tukwilashall, upon receipt of appropriate documentation, compensate the Contractor, no more often than monthly, through TUKWILA voucher system for the Contractor's service pursuant to the fee schedule set forth in Exhibit "B." 3. Contractor Guarantee: Karras Consulting guarantees every placed candidate for a period of twelve months from his/her start date. If a placed candidate is released by the client organization for performance-related issues during the first twelve months of his/her employment, Karras Consulting will conduct a new search to replace the candidate for no additional recruitment fee. This excludes placed candidates who leave forreasons other than job performance, such as organizational realignment and restructuring. 4. Independent Contractor: The Contractor's services shall be furnished by the Contractor as an independent Contractor and nothing herein contained shall be construed to create a relationship of employer-employee or master-servant, but all payments made hereunder and all services performed shall be made and performed pursuant to this Agreement by the Contractor as an independent Contractor. The Contractor acknowledges that the entire compensation for this Agreement is specified in Exhibit "B" and the Contractor is not entitled to any Tukwilabenefits including, but not limited to: vacation pay, holiday pay, sick leave pay, medical, dental, or other insurance benefits, or any other rights or privileges afforded to Tukwila employees. The Contractor represents that it maintains a separate place of business, serves clients other than Tukwila, will report all income and expense accrued under this contract to the Internal Revenue Service. Contractor will defend, indemnify and hold harmless Tukwila, its officers, agents, employees, and volunteersfrom any jkand all claims, injuries, damages, losses or suits including attorney fees, arising out of or in connection with the 2 Contractor Name: Karras Consulting performance of this Agreement, except for injuries and damages caused by the sole negligence of Tukwila. However, should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and Tukwila, its officers, officials, employees, and volunteers, the Contractor’s liability hereunder shall be only to the extent of the Contractor’s negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Contractor's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 5. No Guarantee of Employment: The performance of all or part of this contract by the Contractor shall not operate to vest any employment rights whatsoever and shall not be deemed to guarantee any employment of the Contractor or any employee of the Contractor or any subcontractor or any employee of any subcontractor by Tukwila at the present time or in the future. 6. Taxes: The Contractor understands and acknowledges that Tukwila will not withhold Federal or State income taxes. Where required by State or Federal law, the Contractor authorizes Tukwila to make withholding for any taxes other than income taxes (i.e., Medicare). All compensation received by the Contractor will be reported to the Internal Revenue Service at the end of the calendar year in accordance with the applicable IRS regulations. The Contractor hereby agrees to indemnify Tukwila against any demand to pay taxes arising from the Contractor's failure to pay taxes on compensation earned pursuant to this Agreement. 7. Right to Review: This contract is subject to review by any Federal, Stateor municipal auditor. Tukwila or its designee shall have the right to review and monitor the financial and service components of this program by whatever means are deemed expedient by the Contracting Officer. Such review may occur with or without notice, and may include, but is not limited to, on site inspection by Tukwila agents or employees, inspection of all records or other materials which Tukwiladeems pertinent to the Agreement and its performance, and any and all communications with or evaluations by service recipients under this Agreement. The Contractor shall preserve and maintain all financial records and records relating to the performance of work under this Agreement for 3 years after contract termination. 3 Contractor Name: Karras Consulting 8. Modifications: Either party may request changes in the Agreement. Any and all agreed modifications shall be in writing, signed by each of the parties. 9. Termination for Public Convenience: Tukwila may terminate the contract in whole or in part whenever Tukwila determines, in its sole discretion, that such termination is in the interests of Tukwila. Whenever the contract is terminated in accordance with this paragraph, the Contractor shall be entitled to payment for actual work performed at unit contract prices for completed items of work. An equitable adjustment in the contract price for partially completed items of work will be made, but such adjustment shall not include provision for loss of anticipated profit on deleted or uncompleted work. Termination of this contract by Tukwila at any time during the term, whether for default or convenience, shall not constitute a breach of contract by Tukwila. 10. Insurance Requirements The Contractor shall procure and maintain insurance, as required in this Section, without interruption from commencement of the Contractor’s work through the term of the Contract and for thirty (30) days after the expiration or termination of this Agreement, whichever is sooner, unless otherwise indicated herein. A. No Limitation The Contractor’s maintenance of insurance, its scope of coverage and limits as required herein shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit Tukwila’s recourse to any remedy available at law or in equity. B. Minimum Scope of Insurance The Contractor’s required insurance shall be of the types and coverage as stated below: 1. Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles. Coverage shall be at least as broad as Insurance Services Office (ISO) form CA 00 01. 2. Commercial General Liability insurance shall be at least as broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products-completed operations, stop gap liability, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide a per project general aggregate limit using ISO form CG 25 03 05 09 or an endorsement providing at least as broad coverage. There shall be no exclusion for liability arising from explosion, collapse or underground property damage. Tukwila shall be named as an additional insured under the Contractor’s 4 Contractor Name: Karras Consulting Commercial General Liability insurance policy with respect to the work performed for Tukwila using ISO Additional Insured endorsement CG 20 10 10 01 and Additional Insured-Completed Operations endorsement CG 20 37 10 01 or substitute endorsements providing at least as broad coverage. 3. Workers’ Compensation coverage as required by the Industrial Insurance laws of the State of Washington. C. Minimum Amounts of Insurance The Contractor shall maintain the following insurance limits: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 2. Commercial General Liability insurance shall be written with limits no less than $2,000,000 each occurrence, $2,000,000 general aggregate and $2,000,000 products-completed operations aggregate limit. D. Public Entity Full Availability of Contractor Limits If the Contractor maintains higher insurance limits than the minimums shown above, Tukwila be insured for the full available limits of Commercial General and Excess or Umbrella liability maintained by the Contractor, irrespective of whether such limits maintained by the Contractor are greater than those required by this Contract or whether any certificate of insurance furnished to Tukwila evidences limits of liability lower than those maintained by the Contractor. E. Other Insurance Provision The Contractor’s Automobile Liability and Commercial General Liability insurance policies are to contain or be endorsed to contain that they shall be primary insurance as respect Tukwila. Any insurance, self-insurance, or self-insured pool coverage maintained by Tukwila shall be excess of the Contractor’s insurance and shall not contribute with it. F. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A: VII. G. Verification of Coverage The Contractor shall furnish Tukwila with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsements, evidencing the insurance requirements of the Contractor before commencement of the work. Upon request by Tukwila, the Contractor shall furnish certified copies of all required insurance policies, including 5 Contractor Name: Karras Consulting endorsements, required in this Contract and evidence of all subcontractors’ coverage. H. Subcontractors’ Insurance The Contractor shall cause each and every Subcontractor to provide insurance coverage that complies with all applicable requirements of the Contractor- provided insurance as set forth herein, except the Contractor shall have sole responsibility for determining the limits of coverage required to be obtained by Subcontractors. The Contractor shall ensure that Tukwila is an additional insured on each and every Subcontractor’s Commercial General liability insurance policy using an endorsement as least as broad as ISO CG 20 10 10 01 for ongoing operations and CG 20 37 10 01 for completed operations. I. Notice of Cancellation The Contractor shall provide Tukwila and all Additional Insureds for this work with written notice of any policy cancellation within two business days of their receipt of such notice. J. Failure to Maintain Insurance Failure on the part of the Contractor to maintain the insurance as required shall constitute a material breach of contract, upon which Tukwila may, after giving five business days notice to the Contractor to correct the breach, immediately terminate the Contract or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to Tukwila on demand, or at the sole discretion of Tukwila, offset against funds due the Contractor from Tukwila. 11. Venue and Choice of Law: In the event thatany litigation should arise concerning the construction or interpretation of any of the terms of this Agreement, the venue of such action of litigation shall be in the courts of King County in the State of Washington. This Agreement shall be governed by the law of the State of Washington. 12. Ownership of Items Produced All writings, programs, data, public records or other materials prepared by the Contractor and/or its consultants or subcontractors, in connection with the performance of this Agreement shall be the sole and absolute property of Tukwila. 6 Contractor Name: Karras Consulting 13. Severability: If any term or condition of this contract or the application thereof to any person(s) or circumstances is held invalid, such invalidity shall not affect other terms, conditions or applications which can be given effect without the invalid term, condition or application. To this end, the terms and conditions of this contract are declared severable. 14. Waiver: Waiver of any breach or condition of this contract shall not be deemed a waiver of any prior or subsequent breach. No term or condition of this contract shall be held to be waived, modified or deleted except by an instrument, in writing, signed by the parties hereto. 15. Waiver of Non Competition: Contractor irrevocably waives any existing rights which it may have, by contract or otherwise, to require another person or corporation to refrain from submitting a proposal to or performing work or providing supplies to Tukwila, and Contractor further promises that it will not in the future, directly or indirectly, induce or solicit any person or corporation to refrain from submitting a bid or proposal to or from performing work or providing supplies to Tukwila. 16. Entire Agreement: This written contract represents the entire Agreement between the parties and supersedes any prior oral statements, discussions or understandings between the parties. 7 Contractor Name: Karras Consulting EXHIBIT "A" (SCOPE OF WORK) City of Tukwila Finance Director of Administrative Services Scope of Work A. City Meetings: Meet with the Mayor and City Administrator to solicit input on recruitment strategy and specific position knowledge, skills and abilities essential to success. B. Other Meetings: Meet with key staff as appropriate and stakeholders as recommended by the city. C. Position Assessment: Review job description. Design recruitment announcement. D. Advertise and Network: Recruit a targeted pool of qualified, proven candidates, using networking, web and printed media. E. Candidate Screening: Screen candidates for appropriate fit, considering both the objective criteria and the subjective requirements of the organization. F. Candidate Presentation: After identifying, assessing and screening potential candidates present the best-qualified candidates (A & B list) for consideration. Tukwila down on paper to semi-finalists. G. Interviews: Coordinate interview of candidates with Tukwila. Prepare questions and facilitate process. H. Comprehensive Background Checks: Perform reference checks and conduct criminal background inquiries for finalists. Present candidate profiles and confidential reference reports for all finalists. I. Employment Offer: Advise Tukwila during the development and delivery of the employment offer. Facilitate the extension of the offer and conduct any negotiations to ensure the most favorable outcome. 8 Contractor Name: Karras Consulting EXHIBIT "B" (COMPENSATION) Associated Fees and Billing Schedule Rate Karras Consulting’s fee for this executive search is a flat rate of 23% of the top of the salary range for the positionwith a not to exceed rate of $29,900.All out-of-pocket expenses including consultant travel and related costs, internet, telephone, printing and postage are included in the flat rate. Project Expenses Fees and Expenses paid by client. Travel and related expenses for out-of-state finalists. Position advertising - e-recruiting, print media, trade journals not to exceed $2,000. Billing Schedule It is our practice to bill in three installments for work performed. In the event that more than one executive is hired as a result of the work performed by Karras Consulting, 50% of the original fee will be due for each individual hired. Phase 1 Billing: 1/3 after completion of the following tasks: Meetings with the city Design job announcement Place job advertisements Phase 2 Billing: 1/3the completion of the following tasks: Target potential candidates Assess candidate pools (ongoing) Conduct telephone and in-person interviews Provide and review candidate list with the city Phase 3 Billing: 1/3 after the completion of the following tasks: Establish interview panel in partnership with the city Select finalists Conduct finalist interviews Select top candidates(s) Conduct background and reference checks Present candidate profiles and confidential reference reports for all finalists Placement of candidate 9