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AGREEMENT FOR CONSULTING SERVICES TillS AGREEMENT, dated this day of , 192":i by and between the City of Moscow, Idaho, a municipal corporatio · of the State o Idaho (heremafter, "Ctty") and Ewing and Company, a California corporation (hereinafter, "Consultant"): WHEREAS, the City has determined it to be in the best interests of the citizens of the City of Moscow that a consultant be employed for the purposes of conducting a study of the classification and compensation practices of the City, and that such consultant shall make a report and recommendations to the City Council; and WHEREAS, the City has solicited requests for proposals from several consultants and conducted personal interviews of such consultants; and WHEREAS, the City desires to engage the Consultant to perform such study and make such report and recommendations to the Council; and · WHEREAS, in order to assure effective management of the above project, it is deemed to be in the best interests of the City to enter into an agreement with the Consultant as hereinafter provided; NOW, THEREFORE, the City and the Consultant, in consideration of the mutual covenants and stipulations set out, do hereby agree as follows: ARTICLE 1. EMPLOYMENT OF CONSULTANT The City agrees to engage the Consultant, and the Consultant agrees to provide the services described in Exhibit "A PROPOSAL TO PERFORM A CLASSIFICATION AND COMPENSATION STUDY FOR CITY OF MOSCOW". ARTICLE2. INDEPENDENT CONTRACTOR The parties warrant by their signature that no employer-employee relationship is established between the Consultant and the City by the terms of this contract. It is understood by the parties hereto that the AGREEMENT FOR CONSULTING SERVICES PAGE 1 ---PAGE BREAK--- Consultant is an independent contractor and as such neither it nor its employees, if any, are employees of the City for purposes of tax, retirement system, or social security (FICA) withholding. ARTICLE3. CONTRACT DOCUMENTS The Contract Documents which comprise the entire agreement between the City and the Consultant concerning the work consist of this Agreement, pages one through seven and the following exhibit to this Agreement: 1. Exhibit A: A PROPOSAL TO PERFORM A CLASSIFICATION AND COMPENSATION STUDY FOR CITY OF MOSCOW There are no Contract Documents other than those listed in Article 3. This Agreement may only be amended by change order as provided in this Agreement. ARTICLE4 . CONSULTANT'S INSURANCE The Consultant warrants that it has obtained, and will maintain at its expense for the duration of this Agreement, statutory worker's compensation coverage, employer's liability and comprehensive general liability insurance coverage for its principals and employees for the services to be performed hereunder. The comprehensive general liability insurance shall have, at a minimum, a coverage limit of at least FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) per claim, and ONE MILLION DOLLARS ($1,000,000.00) aggregate. ARTICLES. LIAISON The City's designated liaison with the Consultant is Randy F. Rice, Personnel Director, or such other person designated by the City. All communications between the parties, unless otherwise authorized in writing, shall be through the designated liaison. AGREEMENT FOR CONSULTING SERVICES PAGE2 ---PAGE BREAK--- ARTICLE6. DATE OF COMMENCEMENT AND DATE OF COMPLETION AND LIQUIDATED DAMAGES The work shall be completed within the time specified by Exhibit unless adjustment of the contract time is made in conformance with the Contract Documents. The Consultant shall begin work on the project on the date of commencement and shall complete the work prior to the Date of Completion. Date of Commencement: January 13, 1994 [ii] Date of Completion: May 15, 1994 ARTICLE 7. SCOPE OF SERVICES The Consultant shall perform all services required by the Contract Documents. ARTICLES. COMPENSATION For services rendered by the Consultant in satisfactory completion of the requirements of this Agreement, the City shall pay to the Consultant a sum, not to exceed SIXTEEN THOUSAND FIVE HUNDRED DOLLARS ($16,500.00), paid as follows: Payment Due Initiation of Contract Services February 1 3, 1994 March 1 3, 1994 April1 3, 1994 May 1 3, 1994 TOTAL ARTICLE 9. Amount $ 3, 300.00 $ 3, 300.00 $ 3, 300.00 $ 3, 300.00 $ 3, 300.00 $16,500.00 MODIFICATION AND ASSIGNABILITY OF CONTRACT This Agreement contains the entire agreement between the parties, and no statements, promises, or inducements made by either party, or agents of either party are valid or binding unless contained herein. AGREEMENT FOR CONSULTING SERVICES PAGE3 ---PAGE BREAK--- This Agreement may not be enlarged, modified or altered except upon written agreement signed by the parties hereto. The Consultant may not subcontract or assign its rights (including the right to compensation) or duties arising hereunder without the prior written consent and express authorization of the City. Any subcontractor or assignee so authorized shall be bound by all of the terms and conditions of this Agreement as if named specifically herein. ARTICLE 10. TERMINATION OF AGREEMENT This Agreement may be terminated as follows: A. Termination for convenience. The City may terminate this Agreement in whole or in part for the convenience of the City when in the City's judgment continuation of the project is not in the best interest of the City and that further expenditure of funds will not produce the results contemplated by this Agreement. Then and in that event the Consultant shall be entitled to compensation for work performed up until the date of termination, and the City's liability shall be so limited. It shall be presumed by the parties that compensation for work performed until the date of termination shall be the payment scheduled for that period pursuant to Article 8 of this Agreement. B. Termination for cause. If the City determines that the Consultant has failed to comply with the terms and conditions of the Agreement, the City may terminate this Agreement in whole or in part at any time before the date of completion. If the Consultant fails to comply with any of the terms and conditions of this Agreement, the City may give notice, in writing, to the Consultant of any or all deficiencies claimed. The notice shall be sufficient for all purposes if it describes the default in general terms. If all defaults are not cured and corrected within a reasonable period as specified in the notice, the City may, with no further notice, declare this Agreement to be terminated. The Consultant will thereafter be entitled to receive payment for those services reasonably performed to the date of termination less the amount of damages suffered by the City by reason of the Consultant's failure to comply with this Agreement. ARTICLE 11. ADHERENCE TO LAW REQUIRED All applicable local, state and federal statues and regulations are hereby made a part of this Agreement and shall be adhered to at all times. Violation of any of these statutes or regulations by the Consultant shall be deemed material and shall subject the Consultant to termination of this Agreement for cause. AGREEMENT FOR CONSULTING SERVICES PAGE4 ---PAGE BREAK--- ARTICLE 12. OWNERSHIP AND PUBLICATION OF MATERIA LS All reports, information, data, and other materials prepared by the Consultant pursuant to this Agreement shall be the property of the City and the Department, whom shall have the exclusive and unrestricted authority to release, publish or otherwise use them, in whole or in part. All such materials developed under this Agreement shall not be subject to copyright or patent in the United States or in any other country without the prior written approval and express authorization of the City and the Department. ARTICLE 13. REPORTS AND INF ORMA TION The Consultant shall maintain accounts and records, including personnel, property and financial records, adequate to identify and account for all costs pertaining to this Agreement and such other records as may be deemed necessary by the City to assure proper accounting for all project funds. These records shall be made available upon demand to the City or its authorized agents or representatives for audit purposes and will be retained for three years after the expiration of this Agreement. ARTICLE 14. CONSTRUCTION AND VENUE It is agreed that this Agreement shall be construed under and governed by the laws of the State of Idaho. In the event of litigation concerning it, it is agreed that proper venue shall be the District Court of the Second Judicial District of the State ofldaho, in and for the County of Latah. ARTICLE 15. INDEMNIFICATION The Consultant waives any all claims and recourse against the City, including the right of contribution for loss and damage to persons or property arising from, growing out of, or in any way connected with or incident to the Consultant's performance of this Agreement except for liability arising out of the sole negligence of the City or its officers, agents or employees. Further, the Consultant shall indemnify, hold harmless, and defend the City against any and all claims, demands, damages, costs, expenses or liability arising out of the Consultant's performance of this Agreement except for liability arising out of the sole negligence of the City or its officers, agents or employees. AGREEMENT FOR CONSULTING SERVICES PAGES ---PAGE BREAK--- JAN-04-94 TUE 10:56 CITY of MOSCOW FAX NO. 12088838254 ARTICLE 16. LEGAL FEES P. 02 In the event either party incurs legal expenses to enforce the terms and conditions of this Agreement, the prevailing party is entitled to recover reasonable attorney's fees and other costs and expenses, whether the same are incurred with or without suit. IN WITNESS \VHEREOF, said Consultant and the City have caused this Agreement to be executed on the day and year above written. Ewing and Company, a California · Corporation by: President City: ACKNOWLEDGMENT On this ?JT.b day of 3anu$u , 1994. before me, a Notary Public of the State of tfl!-/fQfl..OJ 6l- , personally appeared 1. I I i am f-J. E W 'f;j . in hher official capacity as President ofEwing and Company, a California Corporat #known to me to be the person described in the above document and acknowledged to me that (s)he executed the same. :Nt - · ̥ N t COMg. # 975703 z '--mmission expires {;A_.__L8_/1qq(o - . r o cry Public - California i i, . ·ORANGE COUNTY ·ɤ My Comm. Expires OCT 1 a, 1996 AGREEɷfE}.;'T FOR CONST.:"L TING SERVICES PAGE6 ---PAGE BREAK--- JAN-04-94 TUE 10:56 CITY of MOSCOW FAX NO. 12088838254 P. 03 ACKNOWLEDGl\tlENT On this -2s:- day of JA k) • 1994, before me, a Notary Public of the State of Cll! ·l p- . , personally appeared 'Jtq.\t) t-7" L AHJe- @J r , in his/her official capacity as corporate Secretary of Ewing and Company, + California Corporahon, known to me to be the person described in the above document and acknowledged to me that (s)he executed the same. OFFICIAL NOTARY SEAL OONESTOREY Nolaly Public-Caiifomra ORANGE COUNTY ̠ My Comm. Expires MAR 20,1995 Not fhw;6- . CD. G4L My Conunission expires fZo m/lffr DON E. STOREY, NOTARY PUBUC ACKNOWLEDGMENT On this .3/d day of , 1994, before me, a 'Kotary Public of the State of Idaho, personally appearecf:)Agiils in his official capacity as Mayor of the City of Moscow, known to me to be the person described in the above document and acknowledged to me he executed the san1e. , \ , ɡɢ , r v.s . ''utions, to outline the study schemmittee and management to encourage discussion and feedback prior to finalization. PHASE VII- PREPARATION OF SALARY OJJESTIONAIRE The purpose of Phase vn is to arrive at basic decisions regarding salary philosophy and pay practices. The internal relationships will be displayed and discussed with the Advisory Committee and others. Based upon acquired knowledge of the City's organization and practices. we will do the following: 1. Recommend participants to be included in a salary survey. We will match the City's size and service ¢ofile with that of participants, and will be specific as to which pɯblic and private sector agencies should be included. We consider three criteria in selecting participants: the eeographica.l area. some measure of sim (population, number of employees, budget) and twe of business (public sector, private sector). We carefully analyze each element and recommend a . list of participants based solely on these criteria. This will be discussed in detail with you. 2 Recommend benchmark classes for the survey. We will select representative and typically populous classes to be included in the survey. The benchmarks will include representation at all organizational levels and will be carefully selected to represent specific occupational groups and job families. These will be described in summary form for use in the survey questionnair®. 3. Gather published survey data which may be helpful in our analysis. 4. Prepare a survey questionnaire which will gather salary and other data if desired. PHASE VIII CONPUCf OF 'IHE SURVEY The S\UVey instrument will be distributed to all participants with appropriate explanations as to the use and confidentiality of the data. Normally, we would also provide each participant with a copy of the final product (swvey) to act as an inducement for participation. . ageS ---PAGE BREAK--- DEC-17-1993 10:)9 FROM EV 1 AND COMPANY TO . [PHONE REDACTED] I P.13 1. Follow-up in personal meetings with survey participants as necessary to encourage thorough and accurate completion of the questionnaire on a timely basis. 2. Contact participants to ask questions regarding responses which appear unusual or point to inappropriate classification matching; arrive at decisions regarding the usefulness and comparability of data. 3. Compile survey results in tabular form and analyze data in light of current pay practices. PHASE IX· RECOMMENDATIONS REGARDING mE OVERALL The purpose of Phase IX is to come to well-reasoned recommendations regarding the compensation plan for the employees. Based on the data and analysis completed in earlier phases, we will do the following: 1. Recommend appropriate compensation ranges for each classification for the current year. 2. Reconunend a proper salary differential between classifications and their immediate subordinates through establishment of a complete salary grade program. 3. Recommend alternative methods to implement the program. These studies typically have a certain cost associated with their implementation. We have learned a variety of methods to implement studies within the City's financial resources. We typically provide a number of options to set the stage for negotiations. 4. Recommend cities and other organizations to be included in future surveys. We will include a recommended survey questionnaire and a list of participants based on the results of the study. · 5. Recommend a method to maintain and administer the salary program. rage 9 ---PAGE BREAK--- DEc; -17-1993 10: 50 FROI'l EW P AIm COr·lPANY TO PHASE X - PRESENTATION OF THE FINAL REPORT [PHONE REDACTED]"i P.14 We will bring all the study results and recommendations together in a final report which will be presented in written form and orally to the Advisory Committee, the City Administrator and the City Council if desired. It is vitally important that the City review a preliminary draft of the report to assure that the written word communicates and covers all the specific areas of concern. The final report will include the following: 1. Oass descriptions covering all the participants (about 64 classes). 2. Allocation listings placing all 93 positions into final recommended classifications. 3. Internal ranking of these classes together with complete descriptions of the methodology utilized to determine internal relationships. 4. Salary survey performed by Ewing & Company and other data collected from published sources. 5. Recommended salary ranges for each classification together with descriptive material and rationale. 6. Other recommendations resulting from the study. In the past, we have commented on such matters as total compensation practice, attitudes and morale, organizational issues or concerns, staffing, training or suggestions aimed at improving efficiency or effectiveness of City functions. Our firm utilizes IBM compatible computers for its reports and class descriptions, allowing changes to be made quickly and neatly. We also have an automated classification maintenance program available. This new software package, known as HannonyTM, also integrates the class description directly to such other personnel functions as performance standards, performance appraisal, training and development, salary surveys, minimum qualifications and legal compliance. We will be pleased to demonstrate this state-of-the-art program for you during the course of the study. Once the final report is delivered and accepted by the City, we will be available for follow up consultation should you desire. Whether on-site or by telephone, we will make ourselves accessible to answer questions or provide additional commentary on our recommendations. Should you require assistance in implementing study recommendations, we would be pleased to assist the City on an hourly plus expense basis. Page 10 ---PAGE BREAK--- DEC-17-1993 10:51 FROM r {3 AND CCX'PANY TO 12088838254 I P . 15 SCHEDULE̞ STAFFING AND FEES As indicated in our work plan, we have included a schedule which is meant to show the timing relationships of the various phases of the study. In order to complete the project by May ̝ it is important to take initial steps as soon as possible. We have scheduled our initial meeting on January 13 if this is convenient for you. We will send a detailed schedule fot that day once you are able to oonfinn our arrangements. The work plan itself identifies the expected outputs for each phase and includes several ideas for the timing of meetings with the Advisory Committee and others. We anticipate that we wm work closely with the Director of Personnel throęout the course of the study. We will be pleased to meet with you whenever the need arises at your suggestion or ours. The staffing of an assignment such as this is a very delicate matter. Due to the nature of the work and its potential impact on all personnel, it is vitally impOrtant the engagement be performed by someone with wide experience as well as someone with ability to sell ideas with credibility, integrity and independence . . For these reasons, Mr. William A Ewing will be conducting the study on behalf of his own finn and the City of Moscow. He will act as the on-site Project Manager and will have overall accountability for the technical quality of the work, its responsiveness and communication. Mr. Ewing will individually perform the initial phases of the study. The interviewing and preliminary description phases will require the assistance of one of our other consultants who will work together with Mr. Ewing. These consultants currently include Michelle Stoddard, BJ Ewing, Dave Gloude, William Hoover and Carol Hennessy. Our fee for the conduct of this study as described herein for all 93 positions in 64 classifications will be $20,000 including out-of-pocket expenses. The estimate assumes that the Oty will provide graphics and printing servioes with respect to the questionnaires and study outputs. Our fees without the salary survey elements (Phases vn and VIll) will be $16,500 including out-of-pocket expenses. "DtJI! 11 ---PAGE BREAK--- DEC - 1 7- 1 9'33 FROr1 < EloJ' A AIm COt1PAt-IY ' . . • . . TO ' [PHONE REDACTED] (B . . ; . P.16 7 i I • ' Jɚ I • : , I ---PAGE BREAK--- Affidavit of Publication STATE OF IDAHO County of Latah ss. Lorraine Hudson Legal Clerk being first duly sworn, on oath, deposes and says: That she is the printer of Moscow-Pullman Daily News, a newspaper of general circulation, prillled and published daily except Sunday at Moscow, Latah County, Idaho, in compliance with Sections 60-1 06, 60-1 07, and 60-J 08 of the Idaho Code and the amendments thereto: that the nouce of which the annexed is a full, true and correct prillled copy was published in the regular and entire issues of said newspaper and not in a supplement thereto. upon the following dates: ·M5 / 9 Py I > Public, personally appeared Lorraine Hudson known or identified to me 10 be the person whose name sut:6cribed to the wi1hin instrument, and being bf me first duly sworn, dedal'8d that the statements lhere'1n are true, and acknowledged 10 he e:ecuted the same; JiJ Notary p /\hQI W Residing at Ov. YT-;f) My commission expires: G II t CJ