HomeMy Public PortalAbout012-Sanitary Professional SvcAGREEMENT FOR PROFESSIONAL SERVICES BETWEEN
RICHMOND SANITARY DISTRICT
AND
PROFESSIONAL STAFF MANAGEMENT, INC.
THIS AGREEMENT made and entered into this / / day of February, 2004, by and between
the City of Richmond, Indiana, acting through its Department of Sanitation as authorized by the
Board of Commissioners for the Richmond Sanitary District (hereinafter referred to as
"DISTRICT"), and Professional Staff Management, Inc., 224 South 5th Street, Richmond,
Indiana, 47374, (hereinafter referred to as "CONSULTANT").
WHEREAS, the DISTRICT desires to receive professional services relating to management
training, which includes the scope of work more particularly defined by the DISTRICT'S
Request for Proposals and the CONSULTANT'S proposal dated January 9, 2004, which
document is made a part of this Agreement and is attached hereto as Exhibit A; and
WHEREAS, the DISTRICT desires to engage the services of CONSULTANT to perform or
furnish said services; and
WHEREAS, CONSULTANT agrees to provide personnel necessary to accomplish said services
in a timely manner.
NOW, THEREFORE, in consideration of the terms and conditions herein, including the above
stated recitals, DISTRICT and CONSULTANT mutually agree as follows:
Article I — Professional Engagement
DISTRICT hereby engages CONSULTANT, as an independent contractor, to perform or furnish
the services more particularly described in Exhibit A, commencing on the date of this Agreement
and CONSULTANT hereby agrees to perform or furnish as an independent contractor such
professional and related service.
CONSULTANT shall at all times be deemed an independent contractor and shall not be deemed
to be an employee, agent, servant, partner or joint venturer of DISTRICT. CONSULTANT shall
have the exclusive supervision, direction and control of all employees, sub -consultants,
employed, contracted with, or used by, CONSULTANT in performing or furnishing services
under this Agreement, subject only to the terms herein.
Article II — Scope of Services
The scope of services performed or furnished by CONSULTANT under the terms of this
Agreement is defined in Exhibit A. Duties of CONSULTANT shall not be construed to exceed
those services specifically established in Exhibit A. Any additional fees associated with
Contract No. 12-2004
P•k s 4"Oto M3
services not included in Exhibit A must be defined and agreed to by DISTRICT in writing
prior to initiation of those services.
Article III — Cooperation by DISTRICT
DISTRICT shall, to the extent reasonable and practicable, cooperate with CONSULTANT in the
performance of CONSULTANT'S services hereunder. Such cooperation shall include, but not
necessarily be limited to: providing right of access to work sites as required for CONSULTANT
to perform or furnish services under this Agreement.
DISTRICT shall appoint Robert Tyler, P.E., District Director as DISTRICT'S
REPRESENTATIVE with respect to the services to be performed under this Agreement.
DISTRICT'S REPRESENTSTIVE shall have complete authority to transmit instructions, receive
information, and interpret and define DISTRICT'S policies. CONSULTANT shall be entitled to
rely on representations made by DISTRICT'S REPRESENTATIVE unless otherwise specified
in writing by DISTRICT.
Article IV — Schedule
A schedule for carrying out services performed by CONSULTANT under the terms of this
Agreement is set forth in Exhibit A. CONSULTANT will perform or furnish all services under
this Agreement in accordance with said schedule.
Article V — Assignment of Contract
CONSULTANT shall not assign this Agreement or any portion of the services to be performed
or furnished hereunder.
Article VI — Ownership of Work Products
Reports, drawings, specifications, submittals, and other work products of CONSULTANT
prepared in conjunction with the services provided herein, except working notes and internal
documents, shall become the property of DISTRICT upon payment for the services which
produced said documents in accordance with this Agreement. Reuse or modification of these
work products of CONSULTANT by DISTRICT shall be at DISTRICT'S risk.
Article VII — Payment
Payment for services set forth in Exhibit A shall be made by DISTRICT to CONSULTANT and
shall be considered as full compensation for such services and for all personnel, materials,
supplies, and equipment used and costs incurred in carrying out such services.
Payment for services performed or furnished shall be made in accordance with rates listed in
Exhibit A.
Article VIII — Suspension of Work
DISTRICT may, at DISTRICT'S discretion, suspend, in writing, all or a portion of the services
under this Agreement at any time. CONSULTANT may suspend the services under this
Agreement in the event DISTRICT does not make payment in accordance with the payment
terms in Article VII; however, the services under this Agreement will only be suspended for non-
payment after written notice is received by DISTRICT from CONSULTANT of its intention to
suspend performance and such non-payment continues for a period of seven (7) days after receipt
of such notification by DISRTICT. The time for completion of the services under this
Agreement shall be extended by the number of days the services under this Agreement is
suspended. If the period of suspension exceeds ninety (90) days, the terms of this Agreement are
subject to renegotiation, and both parties shall have the option to terminate the services under
this Agreement on the suspended portion in accordance with Article IX.
Article IX — Termination of Services
DISTRICT, by notifying CONSULTANT in writing, may terminate any or all of the services
covered by this Agreement at any time. All charges thus incurred, together with associated
expenses reasonably incurred by CONSULTANT and reasonable charges for any other
commitments outstanding at the time of termination (such as for termination of sub -consultants,
rental agreements, etc.), shall be payable by DISTRICT within thirty (30) days following
submission of a final statement by CONSULTANT. However, in the event that termination of
said Agreement with CONSULTANT occurs at the completion of a specific phase of the
services, the aforesaid provision for the proper filing and closing will not apply unless agreed to
by DISTRICT under a specific Task Order. The payment provided for under this Article IX
shall constitute full satisfaction of any obligation DISTRICT has, may have or could be found to
have to pay for services performed or furnished and expenses or charges incurred by
CONSULTANT pursuant to this Agreement and any and all liabilities or damages arising out of
or resulting from termination of this Agreement.
Article X — Indemnification
To the fullest extent permitted by law, CONSULTANT shall indemnify, hold harmless and
defend DISTRICT its commissioners, officers, directors, employees and agents from and against
any and all claims, damages, costs, losses and expenses (including but not limited to attorney's
fees) caused by, arising out of or related to the negligence (including but not limited to
professional negligence, errors, or omissions) of CONSULTANT, its partners, officers,
employees, agents, sub -consultants and sub -contractors in the performance or furnishing of
services under this Agreement, provided however, that CONSULTANT'S liability to DISTRICT
under this Article X shall not exceed the percentage share of such claim, damages, cost, loss and
expense that the officers, employees, agents, sub -consultants and sub -contractors bears to the
total negligence of all negligent entities and individuals determined on the basis of comparative
negligence principles.
Article XI — Insurance
A. CONSULTANT shall maintain a policy of professional liability insurance,
protecting it against claims arising out of the negligent acts, errors, or omissions
for which it is legally liable in the performance or furnishing of professional
services pursuant to this Agreement. (Such insurance shall be maintained for one
(1) year after final completion of survey work).
B. CONSULTANT is required to provide DISTRICT with Certificates of Insurance
evidencing the afore -referenced coverages and, upon DISTRICT'S written
request, complete copies of such policies or other evidence of coverage
satisfactory to DISTRICT shall provided to DISTRICT. Approval or acceptance
of said insurance by DISTRICT shall not relieve or decrease the liability of
CONSULTANT hereunder.
Article XII — Default
In the event of any breach of this Agreement by CONSULTANT, and in addition to any other
damages or remedies, CONSULTANT shall be liable for all costs incurred by City due to the
enforcement of this Agreement, including but not limited to City's reasonable attorney's fees,
whether or not suit is filed.
Article XIII - Non -Discrimination
Pursuant to Indiana Code 22-9-1-10, CONSULTANT, sub -consultant, or any person acting on
behalf of CONSULTANT or any sub -consultant shall not discriminate against any employee or
applicant for employment to be employed in the performance of this Agreement, with respect to
hire, tenure, terms, conditions or privileges of employment or any matter directly or indirectly
related to employment, because of race, religion, color, sex, disability, national origin, or
ancestry.
Article XIV — Miscellaneous
This Agreement is personal to the parties hereto and neither party may assign or delegate any of
its rights or obligations hereunder without the prior written consent of the other party. It shall be
controlled by Indiana law and shall be binding upon the parties, their successors and assigns. It
constitutes the entire Agreement between the parties, although it may be altered or amended in
whole or in part at any time by filing with the Agreement a written instrument setting forth such
changes signed by both parties.
This Agreement may be simultaneously executed in several counterparts, each of which shall be
an original and all of which shall constitute but one and the same instrument.
The parties hereto submit to jurisdiction of the courts of Wayne County, Indiana, and suit arising
under this Contract, if any, must be filed in said courts. The parties specifically agree that no
arbitration or mediation shall be required prior to the commencement of legal proceedings in said
Courts.
Any person executing this Contract in a representative capacity hereby warrants that he has been
duly authorized by his or her principal to execute this Contract.
In the event that an ambiguity or question of intent or a need for interpretation of this Agreement
arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption
or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any
of the provisions of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement at Richmond, Indiana, as of
the day and year first written above, although signatures may be affixed on different dates.
"DISTRICT"
THE RICHMOND SANITARY DISTRICT,
RICHMOND, INDIANA, by and through its
Board of Sanitary Commissio rs
By:
President
Date:
APPROVED:
Sarah L. Hutton, Mayor
Date: -. --17 - o 4-
"CONSULTANT"
PROFESSIONAL STAFF
MANAGEMENT, INC.
By: �
441
Title: co s
Date: a -/7- o
Program Description:
Purpose: Designed to build communication and team building skills for those who
work directly and indirectly with employees. To function effectively as an organizational
team, members need a variety of skills in the area of communications and team building.
This is a great program for all levels of management personnel that have had little formal
training in how to handle communication issues or team building.
Program Outline:
WEEK ONE
Creating a Respectful Work Environment Through
Effective Communications:
• Conflict Resolution and Problem Solving
• Procedures for Preventing and Handling Grievances
• Creating a Healthy Work Environment Through Cooperation, Understanding,
Communication and Trust
WEEK TWO
Teambuilding:
• Discuss Where the Team Is Today
• Importance of Team Communication
• Decision -Making and Problem Solving
• Managing Team Conflicts
• Self -Authorized Team Leadership
Presentation Style: Participants will meet for approximately two four hour
sessions and one group follow up session. The consultant will also meet with each
participant on the job after the training if desired to discuss application of the material to
actual job goals.
AUDIENCE: Management and supervisory personnel.
Professional
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establishing goals and developing strategy through a rigorous application of Human Resource practices using
the knowledge, skills and abilities of a staff of seasoned Human Resource professionals.
OUTSOURCING HUMAN RESOURCES ADMINISTRATION
• Outsourcing the administrative functions of Human Resources.
• Semal Harassment avoidance training for compliance with legal requirements.
Effective employee relations and recognition programs.
• Employee surreys.
MANAGEMENT & SUPERVISORY DEVELOPMENT
• Training in supervision for ftt4w supervisors and managers.
• Management Blectiveness Development, to rr ft aveirage'managere into top'people rr e-
• Using assessment tools to match people to jobs, build teams, increase productivity and create su =ssion plans.
HUMAN RESOURCE CONSULTING
• . Developing an Internal OEmployerof Choice° c ultme in an organization to develop and retain human capital.
• Compliance reviews, including OSHA, EEO, ADA, FLSA, FW.A, Right to Know, ERlSA, C01313A, and mom
• Advice and counsel on sensitive issues (.e. How to handle terminations without recourse). comprehensive assessment
• Compensation and benefit analysis, reviewing for both competitiveness and cost mfectiveness, c ompr�eh
for the Human Resource function, covering compliance, employee relations, compensation & benefits, and policy analysis.
• Development of long-term HR plans.
Development of employee handbook and porrcylprocedurae manuals.
TRAINING
• Devdoprnent and facilitation of all Was of aga>igzational training, With an aniplmsis on skill building, management #WY
and concepts.
• Training on: Organizational and Cultural Issues, Staffing and Behavioral Interviewing, Interpersonal Relationships, Change
Management, Team Leadership.
ASSESSMENT & SELECTION
• Proven testing methods to select for hiring and promotion, and to offer direction for coaching and management
development
• Pre -hire assessment for honesty and integrity.
• Employee performance ind icataL
• Team analysis, offering o4er nre input on the style and content of existing teams.
• 360-degree assessments, giving a forum for constructive feedback at all levels.
• Cognitive, motivation and personality assessments.
RECRUITING & STAFFING
• Training in effective recruiting techniques for managers and staff.
• Advanced training in recruiting skills and strategies for internal recruiting specialists. .
• Assessment expertise used in measuring your applicants and existing workforce with valid intemet-based assessments.
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PRICING:
2 -4 hour training sessions — including
materials
Follow up group meeting to reinforce
training 2-3 hours total
Consulting with. individual participants
(minimum 1 hour per participant)
Mileage as incurred
STANDARD RICHMOND SANITARY
DISTRICT
$ 1,800 per session
$1,800 per session
$1,500 per day
$0.36 per mile
THIS QUOTE IS GOOD FOR 30 DAYS FROM PROPOSAL DATE
$ 1,500 per session
$1,500 per session
$1,100 per day
$0.36 per mile
PROJEcT ESTIMATE:
The training plan calls for 2 - 4-hour sessions per participant, 1 group follow up
meeting 90 days after the last training session plus the facilitator will meet with
each participant one on one.
Training will be billed upon completion, with payment due 15 days from billing
date.
Travel expenses are not included in this proposal. Mileage will be billed at $0.36
Der mile as incurred.
Week 1 — 4 Hour Session
Week 2 — 4 Hour Session
Group Follow Up Session 90 days after
the last training session
Consulting with individual participants
(minimum 1 hour per participant)
RICHMOND SANITARY DISTRICT
$1,500,
$1,500
$1,500
— $2,200.
2 days @ $1,100 a day
6:700
Total
Quotation is good for 30 days from proposal date.