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HomeMy WebLinkAbout24-083 - Sound Employment Solutions, LLC - Resolution & Team Building ServicesCity of Tukwila 6200 Southcenter Boulevard, Tukwila WA 98188 Contract Number: 24-083 Council Approval N/A PROFESSIONAL SERVICES AGREEMENT (Includes consultants, architects, engineers, accountants, and other professional services) THIS AGREEMENT is entered into between the City of Tukwila, Washington, hereinafter referred to as "the City", and Sound Employment Solutions, LLC, hereinafter referred to as "the Consultant", in consideration of the mutual benefits, terms, and conditions hereinafter specified. 1. Project Designation. The Consultant is retained by the City to perform provide conflict resolution and team building services with Human Resources and Code Enforcement. 2. Scope of Services. The Consultant agrees to perform the services, identified on Exhibit "A" attached hereto, including the provision of all labor, materials, equipment and supplies except as specified in Exhibit "A". 3. Duration of Agreement; Time for Performance. This Agreement shall be in full force and effect for a period commencing upon execution and ending December 31, 2024, unless sooner terminated under the provisions hereinafter specified. Work under this Agreement shall commence upon written notice by the City to the Consultant to proceed. The Consultant shall perform all services and provide all work product required pursuant to this Agreement no later than December 31, 2024, unless an extension of such time is granted in writing by the City. 4. Payment. The Consultant shall be paid by the City for completed work and for services rendered under this Agreement as follows: A. Payment for the work provided by the Consultant shall be made as provided on Exhibit "A" attached hereto, provided that the total amount of payment to the Consultant shall not exceed $10,000 without express written modification of the Agreement signed by the City. B. The Consultant may submit vouchers to the City once per month during the progress of the work for partial payment for that portion of the project completed to date. Such vouchers will be checked by the City and, upon approval thereof, payment shall be made to the Consultant in the amount approved. C. Final payment of any balance due the Consultant of the total contract price earned will be made promptly upon its ascertainment and verification by the City after the completion of the work under this Agreement and its acceptance by the City. D. Payment as provided in this section shall be full compensation for work performed, services rendered, and for all materials, supplies, equipment and incidentals necessary to complete the work. E. The Consultant's records and accounts pertaining to this Agreement are to be kept available for inspection by representatives of the City and the state of Washington for a period of three (3) years after final payments. Copies shall be made available upon request. 5. Ownership and Use of Documents. All documents, drawings, specifications and other materials produced by the Consultant in connection with the services rendered under this Agreement shall be the property of the City whether the project for which they are made is executed or not. However, the City agrees that it may not use those materials to train employees from Departments other than Human Resources and Code Enforcement or share those materials with other jurisdictions without prior consent from the Consultant. The Consultant shall be permitted to retain copies, including reproducible copies, of drawings and specifications for information, reference and use in connection with the Consultant's endeavors. The Consultant shall not be responsible for any use of the said documents, drawings, specifications or other materials by the City on any project other than the project specified in this Agreement. 6. Compliance with Laws. The Consultant shall, in performing the services contemplated by this Agreement, faithfully observe and comply with all federal, state, and local laws, ordinances and regulations, applicable to the services rendered under this Agreement. 7. Indemnification. The Consultant shall defend, indemnify and hold the City, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or resulting from the acts, errors or omissions of the Consultant in performance of this Agreement, except for injuries and damages caused by the sole negligence of the City. The City specifically agrees and acknowledges that this indemnification clause does not include and the Consultant will have no liability for previous and/or future decisions and their aftermath which are under the control of the City and not the Consultant, including but not limited to disclosure of confidential information by the City and/or its employees, the decision on how to handle complaints and/or claims, including but not limited to whether or not to investigate such complaints and/or claims, and decisions on accountability measures such as whether or not to discipline employees 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 Consultant and the City, its officers, officials, employees, and volunteers, the Consultant's liability hereunder shall be only to the extent of the Consultant's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Consultant'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. 8. Insurance. The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees. Consultant's maintenance of insurance as required by the agreement shall not be construed to limit the liability of the Consultant to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. A. Minimum Amounts and Scope of Insurance. Consultant shall obtain insurance of the types and with the limits described below: 1 Automobile Liability insurance: Waived. 2. Commercial General Liability insurance with limits no less than $1,000,000 each occurrence, $1,000,000 general aggregate. 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, stop -gap independent contractors and personal injury and advertising injury. The City shall be named as an additional insured under the Consultant's Commercial General Liability insurance Sound Employment Solutions LLC Page 2 policy with respect to the work performed for the City using an additional insured endorsement at least as broad as ISO endorsement form CG 20 26. 3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. 4. Professional Liability with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit. Professional Liability insurance shall be appropriate to the Consultant's profession. B. Public Entity Full Availability of Contractor Limits. If the Contractor maintains higher insurance limits than the minimums shown above, the Public Entity shall 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 the Public Entity evidences limits of liability lower than those maintained by the Contractor. C. Other Insurance Provision. The Consultant's Automobile Liability and Commercial General Liability insurance policies are to contain, or be endorsed to contain that they shall be primary insurance with respect to the City. Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Consultant's insurance and shall not be contributed or combined with it. D. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. E. Verification of Coverage. Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Contractor before commencement of the work. Upon request by the City, the Consultant shall furnish certified copies of all required insurance policies, including endorsements, required in this Agreement and evidence of all subcontractors' coverage. F. Notice of Cancellation. The Consultant shall provide the City with written notice of any policy cancellation, within two business days of their receipt of such notice. G. Failure to Maintain Insurance. Failure on the part of the Consultant to maintain the insurance as required shall constitute a material breach of contract, upon which the City may, after giving five business days notice to the Consultant 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 the City on demand, or at the sole discretion of the City, offset against funds due the Consultant from the City. 9. Independent Contractor. The Consultant and the City agree that the Consultant is an independent contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither the Consultant nor any employee of the Consultant shall be entitled to any benefits accorded City employees by virtue of the services provided under this Agreement. The City shall not be responsible for withholding or otherwise deducting federal income tax or social security or for contributing to the state industrial insurance program, otherwise assuming the duties of an employer with respect to the Consultant, or any employee of the Consultant. 10. Covenant Against Contingent Fees. The Consultant warrants that he has not employed or retained any company or person, other than a bonafide employee working solely for the Consultant, to solicit or secure this contract, and that he has not paid or agreed to pay any company or person, other than a bonafide employee working solely for the Consultant, any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon Sound Employment Solutions LLC Page 3 or resulting from the award or making of this contract. For breach or violation of this warrant, the City shall have the right to annul this contract without liability, or in its discretion to deduct from the contract price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 11. Discrimination Prohibited. Contractor, with regard to the work performed by it under this Agreement, will not discriminate on the grounds of race, religion, creed, color, national origin, age, veteran status, sex, sexual orientation, gender identity, marital status, political affiliation, the presence of any disability, or any other protected class status under state or federal law, in the selection and retention of employees or procurement of materials or supplies. 12. Assignment. The Consultant shall not sublet or assign any of the services covered by this Agreement without the express written consent of the City. 13. Non -Waiver. Waiver by the City of any provision of this Agreement or any time limitation provided for in this Agreement shall not constitute a waiver of any other provision. 14. Termination. A. The City and the Consultant reserve the right to terminate the Agreement at any time by giving ten (10) days written notice to the other B. In the event of the death of a member, partner or officer of the Consultant, or any of its supervisory personnel assigned to the project, the surviving members of the Consultant hereby agree to complete the work under the terms of this Agreement, if requested to do so by the City. This section shall not be a bar to renegotiations of this Agreement between surviving members of the Consultant and the City, if the City so chooses. 15. Applicable Law; Venue; Attorney's Fees. This Agreement shall be subject to, and the Consultant shall at all times comply with, all applicable federal, state and local laws, regulations, and rules, including the provisions of the City of Tukwila Municipal Code and ordinances of the City of Tukwila. In the event any suit, arbitration, or other proceeding is instituted to enforce any term of this Agreement, the parties specifically understand and agree that venue shall be properly laid in King County, Washington. The prevailing party in any such action shall be entitled to its attorney's fees and costs of suit. Venue for any action arising from or related to this Agreement shall be exclusively in King County Superior Court. 16. Severability and Survival. If any term, condition or provision of this Agreement is declared void or unenforceable or limited in its application or effect, such event shall not affect any other provisions hereof and all other provisions shall remain fully enforceable. The provisions of this Agreement, which by their sense and context are reasonably intended to survive the completion, expiration or cancellation of this Agreement, shall survive termination of this Agreement. 17. Notices. Notices to the City of Tukwila shall be sent to the following address: City Clerk City of Tukwila 6200 Southcenter Boulevard Tukwila, WA 98188 Notices to Consultant shall be sent to the following address: Janet May Sound Employment Solutions, LLC 11700 Mukilteo Speedway, Ste 201, PM B 1211 Mukilteo, WA 98275 Phone: 206.334.5004 E-mail: ssjryrnsn.com Sound Employment Solutions LLC Page 4 18. Entire Agreement; Modification. This Agreement, together with attachments or addenda, represents the entire and integrated Agreement between the City and the Consultant and supersedes all prior negotiations, representations, or agreements written or oral. No amendment or modification of this Agreement shall be of any force or effect unless it is in writing and signed by the parties. DATED this 12th day of June, 2024. CITY OF TUKWILA CONSULTANT DocuSigned by: DocuSigned by: haltill (ALAI. i&litit'f kill/ CD�JD[�lA�SF6g49 U.U.Gn +�•2 n•F Marty Wine, Interim City Administrator Janet May Sound Employment Solutions LLC Page 5 Sound un Exhibit A Service Proposal — City of Tukwila Human Resources and Code Enforcement Submitted By: Sound Employment Solutions, LLC May 2024 This proposal is submitted to the City of Tukwila (Tukwila) by Sound Employment Solutions, LLC (Consultant) to provide conflict resolution and team building services aimed at improving relationships and communications between Human Resources and Code Enforcement, as well as within the Code Enforcement team. Anticipated Work The Consultant will facilitate a meeting with Tukwila's Chief People Officer and the members of the Code Enforcement team who served as witnesses in an investigation that was recently released. The meeting will be aimed at building bridges among these individuals and will include brainstorming about safeguards that can be put in place to help restore trust if members of the Code Enforcement team need to participate in a future investigation and/or have human resources issues that they would like resolved. Once completed, the Code Enforcement team members will be provided information about the team building efforts that they will be a part of with the Consultant and will be informed of the types of issues they should be prepared to discuss with the Consultant as they work with her on strengthening team communications and dynamics. It is anticipated the facilitated meeting would last approximately 90 minutes. Upon request, the Consultant will meet with the Chief People Officer prior to the meeting to help the Chief People Officer prepare for the meeting. The Consultant will meet individually with each member of the Code Enforcement team for approximately 30 to 45 minutes to hear their thoughts on how to improve team dynamics and communications. If Tukwila believes it would be helpful, the Consultant will also meet with the Community Development Director to hear her ideas for improvement. After meeting with the individual team members, the Consultant will facilitate a series of team meetings which will focus on resolving team conflict and building trust. The Consultant will focus on what the team members need in order to work together productively in the future and how they will address conflicts or communication difficulties that may arise. It is estimated that the Consultant will meet with the full team no more than five times for approximately 90 minutes per time. The Consultant will use a variety of techniques including training and brainstorming that will be focused on what the team members need in the future to support team success. The Consultant will provide periodic updates to the Interim City Administrator and/or the Community Development Director upon requ/id7f www,.S id f7�. S I E l 11c) y e l c)n / cc)rn Sound 11Jf.i� iv Anticipated Costs un Exhibit A All work will be performed at the Consultant's hourly rate of $200 per hour plus mileage at the IRS rate. Tukwila is responsible for copying any necessary materials and/or providing reimbursement to the Consultant if it prefers that the Consultant make copies. Tukwila will be responsible for providing a location for all interviews, facilitations, trainings, or other meetings. Proposal Contact Janet May Sound Employment Solutions, LLC 11700 Mukilteo Speedway, Ste 201, PMB 1211 Mukilteo, WA 98275 Phone: 206.334.5004 E-mail: sesimay@msn.com vvidvry .'rr3cr I Erin ell c)yI i ne c) / cc)riin