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HomeMy WebLinkAbout5.732 Original Contract . t 5.7&;L PROFESSIONAL SERVICES AGREEMENT This Agreement is made by and between the City of Port Angeles, a Washington State municipality; hereinafter "Client" with its principal place of operation located in Port Angeles, Washington and Steven N. Reinke d/b/a Reinke and Associates; hereinafter "Consultant" with its principal place of business located in Thorp, Washington. 1. Services to be Performed Consultant agrees to perform the services described in the Appendix A that is attached hereto and by this reference made part of this Agreement. 2. Oversight Client agrees to provide a single point of contact to oversee Consultant's activities. Consultant agrees to communicate with and inform said contact of Consultant's planned activities on behalf of Client at least bi-weekly. Said oversight does not create an employer - employee relationship between Client and Consultant. 3. Payment Consultant's services and the corresponding pricing are detailed in Appendix A. Client shall engage Consultant's services by issuing a notice to proceed. Client shall pay Consultant no later than thirty (30) days after receiving the final report from Consultant. 4. Expenses Consultant shall be reimbursed for Consultant's travel incurred while performing all services under this Agreement according to Washington State travel rules and guidelines. 5 Materials Consultant will furnish all materials, equipment and supplies used to provide the services required by this Agreement at no cost to Client. 6. Intellectual Property Ownership Consultant grants to Client, joint title along with Consultant to all copyrights, materials, documents or presentations created or developed by Consultant for Client under this Agreement (Contract Property) Said title shall have a perpetual term and either party to this Agreement may transfer said Contract Property. 7. Public Disclosure Client agrees to assume all responsibility and costs for compliance with the public disclosure laws of the State of Washington with regard to any documents or published works generated by Consultant for Client. 8. Term of Agreement This Agreement will become effective when signed by both parties and will terminate when Consultant completes the services required by this Agreement or when either party terminates this Agreement as provided below. Page 1 of 5 , , PROFESSIONAL SERVICES AGREEMENT 9. Terminating the Agreement Either party may terminate this Agreement at any time by giving written notice of termination to the other party. Consultant shall be entitled to full payment for services performed prior to the date of termination. 10. Independent Contractor Status Consultant is an independent contractor, not Client's employee. Consultant's partners, employees and subcontractors are not Client's employees. Consultant and Client agree to the following rights consistent with an independent contractor relationship. . Consultant has the right to perform services for others during the term of this Agreement. . Consultant has the sole right to control and direct the means, manner and method by which the services required by this Agreement will be performed. . Consultant has the right to hire assistants, subcontractors, or employees to provide the services required by this Agreement. . At Client's discretion, Client's employees may assist Consultant with matters requiring data collection, local coordination or clerical assistance. . Client shall not require Consultant or Consultant's employees or subcontractors to devote full time to performing the services required by this Agreement. . Consultant is not responsible for the errors, acts or omissions of Client's employees. . Neither Consultant nor Consultant's employees or subcontractors are eligible to participate in any employee pension, health, vacation pay, sick payor any other fringe benefit plan offered by Client to Client's employees. 12. Local, State and Federal Taxes Consultant shall pay all use tax, sales tax, income tax and FICA (Social Security and Medicare taxes) incurred while performing services under this Agreement. Client will not: . Withhold FICA from Consultant's payments or make FICA payments on Consultant's behalf. . Withhold state or federal income tax from Consultant's payments. . Make any unemployment compensation contributions on Consultant's behalf. 13. Exclusive Agreement This is the entire Agreement between Consultant and Client. 14. Modifying the Agreement Client and Consultant recognize that: . Client may desire mid-project changes or additional assistance from Consultant that would add time and cost to the project. . Other provisions of this Agreement may be difficult to carry out due to unforeseen circumstances. If any intended changes or any other events beyond the parties' control require adjustments to this Agreement, the parties shall make a good faith effort to agree on all necessary particulars. Such agreements shall be put in writing, signed by the parties and added to this Agreement Page 2 of 5 . . PROFESSIONAL SERVICES AGREEMENT 15. Resolving Disputes If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with the help of a mutually agreed-upon mediator in Clallam County, Washington. Any costs and fees other than attorney fees associated with said mediation shall be shared equally by the parties. If it proves impossible to arrive at a mutually satisfactory solution through mediation, the parties agree to submit the dispute to a mutually agreed-upon arbitrator in Clallam County, Washington. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction to do so. Costs of arbitration, including attorney fees, will be allocated by the arbitrator. 16. Limited Liability This provision allocates the risks under this Agreement between Consultant and Client. Consultant's pricing reflects the allocation of risk and limitation of liability specified below. Consultant's total liability to Client under this Agreement for damages, costs and expenses, shall not exceed the compensation received by Consultant under this Agreement. However, Consultant shall remain liable for bodily injury or personal property damage resulting from negligent or willful actions of Consultant or Consultant's employees or agents while on Client's premises to the extent such actions or omissions were not caused by Client. NEITHER PARTY TO THIS AGREEMENT SHALL BE LIABLE FOR THE OTHER'S LOST SERVICES OR PROFITS, OR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF THE PARTY HAS BEEN HAS BEEN ADVISED BY THE OTHER PARTY OF THE POSSIBILITY OF SUCH DAMAGES. 17. Notices All notices and other communications in connection with this Agreement shall be in writing and shall be considered given as follows: . When delivered to the recipient's address as stated below: Consultant Reinke & Associates PO Box 170 Thorp, WA 98946 Client Naomi Riggins PenCom PO Box 1150 Port Angeles, WA 98362 . Three days after being deposited in the United States mail, with postage prepaid to the recipient's address as stated above, or . When sent by fax to the last fax number of the recipient known to the party giving notice. . Notice is effective upon receipt provided that a duplicate copy of the notice is promptly given by first class mail, or the recipient delivers a written confirmation of receipt. 18. No Partnership This Agreement does not create a partnership relationship. Neither party has authority to enter into contracts on the other's behalf. Page 3 of 5 , . PROFESSIONAL SERVICES AGREEMENT 19. Applicable Law and Venue This Agreement shall be governed by the laws of the State of Washington. The venue for any legal action pursuant to this agreement shall be Clallam County, Washington. 20. Assignment and Delegation Neither Consultant nor Client may assign its rights nor delegate its duties under this Agreement without written permission from the other party. SIGNATURES For the City of Port Angeles, Client: \~~C'~/,Q) -off$'..? tffs~94n . LlptzrIL (!) 6 -()6 ~ f)~-- Date :;;;::~. City Attorney 6-6-oS. Date For Reinke and Associates, Consultant: Steven N. Reinke Consultant Mav 25, 2005 Date Page 4 of 5 " . . . PROFESSIONAL SERVICES AGREEMENT - APPENDIX A SERVICES PROVIDED Assessment Center Consultant shall: 1. In cooperation with Client's Department Manager, establish the appropriate dimensions for an assessment center consistent with the knowledge, skills and abilities (KSAs) desirable in the successful candidate(s) for the position. 2. Develop and administer a formal assessment center that objectively evaluates relevant KSAs of the candidates who apply for or who are incumbent in the position. 3. Secure the voluntary services of all role players, evaluators and proctors needed for the assessment center. 4. Provide documentation to Client of the entire assessment center process including all evaluation materials used by the role players and evaluators. 5. Consultant's obligations under this Agreement shall be considered fulfilled when Consultant provides the PenCom Manager a final list of candidates ranked in order of suitability by the assessment center evaluators including which candidate(s) were considered "qualified" by the assessment center evaluators. Client shall: 1. Advertise the position vacancy according to its policies and procedures. 2. Collect applications from interested candidates. 3. Provide a venue for the assessment center with adequate space for the necessary activities. 4. Directly reimburse the travel costs of evaluators according to the City's current travel policies and procedures. Payment terms: 1. To engage Consultant's services, Client shall issue a notice to proceed. 2. To assess five (5) or fewer candidates, the cost for the assessment center shall be One Thousand Five Hundred Dollars ($1,500.00). For each additional candidate over five (5), the cost for the assessment center will be increased over the base rate above by Two Hundred Fifty Dollars ($250.00). 3. One third (1/3) of the cost of the assessment center when Client gives Consultant notice to proceed. The remaining balance, plus related travel costs, shall be due and payable after the completion of the assessment center and the final report is completed and delivered. Page 5 of 5