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Service Solicited - 2018 - The Mercer Group - The Mercer Group Wage Study 2018CITY OF EAGLE PROFESSIONAL SERVICE AGREEMENT CLASSIFICATION AND COMPENSATION STUDY 1. Parties and Date: This Agreement is made and entered into this day of f 2018 by and between the City of Eagle, a municipal corporation organized under the onstitution and laws of the State of Idaho with its principal place of business at 660 E. Civic Lane, Eagle, Idaho 83615 ("City") and The Mercer Group, Inc with its principal place of business at 3443 Highway 39 North, Louisburg, North Carolina 27549 ("Consultant"). City and Consultant are sometimes individually referred to as "Party" and collectively as "Parties". 2. Recitals: 2.1 Consultant: Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing Classification and Compensations services to public clients, is licensed in the State of Idaho and is familiar with the plans of the City. 2.2 Project: City desires to engage Consultant to render such services for the Classification and Compensation Study ("Project") as set for in this Agreement. 3. Scope of Services and Term: 3.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services and incidental and customary work necessary to fully and adequately supply the Classification and Compensation Study consulting services necessary for the Project. The Services are more particularly described in "Exhibit A" attached hereto and incorporated herein by preference. All Services shall be subject to, and performed in accordance with this Agreement, the Exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.2 Term: This Agreement shall begin May 8, 2018 and the study should take approximately three months (August 2018) to complete, given prompt responses to the Market Survey by the market organizations, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. 4. Responsibilities of Consultant: 4.1. Independent Contractor. The services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirement of this Agreement. City retains Consultant on an "independent contractor" basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional 11 Page personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and worker's compensation insurance. 4.2 Schedule of Service: Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services as set forth in "Exhibit R" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 4.3 Conformance to Applicable Requirements: All work prepared by Consultant shall be subject to the prior written approval of City. 4.4 Substitution of Key Personnel: Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon prior written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. Phillip Robertson, Senior Vice President, is the key person for the performance of this Agreement 4.5 Standard of Care: Performance of Employees: Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of Idaho. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its subconsultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner 2IPage acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project. 4.6 Laws and Regulations: Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its elected officials, officers and employees free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 4.5 Discrimination Prohibited: In performing the Services required herein, Contractor shall not discriminate against any person on the basis will not be discriminated against on the grounds of age, ancestry, color, race, marital status, military and veteran status, religion, nation origin, sex, religious creed, or disability 4.6 Coordination of Services: Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 5. Representatives: 5.1 City's Representatives: The City hereby designates Stan Ridgeway, Mayor, Sharon K. Bergman, City Clerk/Treasurer and Tracy Osborn, Sr. Deputy City Clerk/Treasurer or his or her designee, to act as its representative for the performance of this Agreement ("City's Representatives"). City's Representatives shall have the power to act on behalf of the City for all purposes under this Contract. Consultant shall not accept direction or orders from any person other than the City's Representatives or his or her designee. 5.2 Consultants Representative: Consultant hereby designates Phillip Robertson, or his designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 6. Insurance: 6.1 Time for Compliance: Consultant shall not commence Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section; provided, however, that in lieu thereof, the 31 Page Consultant may provide evidence to the City that all subcontractors are additional insureds under the Consultant's policies of insurance. Proof of all insurance shall be submitted to: City of Eagle, City Clerk's Office, P.O. Box 1520, Eagle, ID 83616. 6.2 Indemnification and Insurance: Consultant shall indemnify and save and hold harmless the City, its elected officials, officers and employees from and for any and all losses, claims, actions, judgments for damages, or injury to persons or property and losses and expenses caused or incurred by Consultant or, its servants, agent's employees, guests, and business invitees, and not caused by or arising out of the tortious conduct of the City, its elected officials, officers and its employees. In addition, Consultant shall maintain, and specifically agrees that it will maintain, throughout the term of this Agreement, liability insurance, in which the City shall be named an additional insured in the minimum amount of $1,000,000 per occurrence. The limits of insurance shall not be deemed a limitation of the covenants to indemnify and save and hold harmless the City, its elected officials, officers and employees and if the City becomes liable for an amount in excess of the insurance limits, herein provided, Consultant covenants and agrees to indemnify and save and hold harmless the City, its elected officials, officers and employees from and for all such losses, claims, actions, or judgments for damages or liability to persons or property. Consultant shall provide the City with a Certificate of Insurance, or other proof of insurance evidencing Consultants compliance with the requirements of this paragraph and file such proof of insurance with the City. In the event the insurance minimums are changed, Consultant shall immediately submit proof of compliance with the changed limits. 6.3 Worker's Compensation: The Consultant shall have and maintain during the life of this Agreement, statutory Workers Compensation, regardless of the number of employees, or lack thereof, to be engaged in work under this agreement (including himself) in the statutory limits as required by law. In case any such work is sublet, the Consultant shall require the subcontractor to provide Workers Compensation Insurance for himself and any/all of the latter's employees. Proof of insurance must be provided to the City prior to the start of work. 6.4 Material Breach. Lack of insurance does not negate Consultant's obligations under this Agreement. Maintenance of proper insurance coverage is a material element of this Agreement and failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of the Agreement. 7. Fees and Payments: 7.1 Compensation: Consultant shall receive compensation for all Services rendered under this Agreement. The total compensation shall not exceed Fourteen Thousand Nine Hundred Fifty and no/100 ($14,950.00) without written approve of the City. Reimbursements and extra work may be authorized and if authorized by the City, will be compensated at the rates and manner set forth in this Agreement. 7.2 Payment of Compensation: The total compensation payment of $14,950.00 will be a one third (1/3) at the completion of orientation, a one third (1/3) at the completion of the interviews and selection of benchmark positions for the market survey and a one third payment at the 41 Page submission of the final report. Payments through the City are processed bi-monthly, the 2nd and 46' Tuesday of each month, and approved by the Eagle City Council. The Consultant can expect the City to issue and mail payments within fifteen (15) business days after approval by the Eagle City Council. 7.3 Reimbursement for Expenses: Consultant shall not be reimbursed for any expenses unless prior written authorization is obtained from the City. 7.4 Extra Work: At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without prior written authorization from City. 7.5 Changes: The City may, from time to time, request changes in the Services to be performed hereunder. Such changes, including any increase or decrease in Consultants compensation, which are mutually agreed upon by and between the City and the Consultant, shall be incorporated in written amendments to this Agreement. 7.6 Consultant Taxes: The Consultant assumes full and sole responsibility for payment of state and federal income tax, withholdings, social security, and other payroll taxes on any income attributable to Consultants arising from compensation provided under this Agreement. 8. Notices: Any and all notices required to be given by either of the parties hereto, unless otherwise stated in this Agreement, shall be in writing and be deemed communicated when mailed in the United States mail, certified, return receipt requested, addressed as follows: City of Eagle City Clerk's Office P.O. Box 1520 Eagle, Idaho 83616 The Mercer Group, Inc. Raleigh Office Mr. Phillip Robertson 3443 Highway 39 North Louisburg, North Carolina 27549 9. Reports and Information: At such times and in such forms as the Owner may require, there shall be furnished to the Owner such statements, records, reports, data and information as the Owner may request pertaining to matters covered by this Agreement. 10. Audits and Inspections: At any time during normal business hours and as often as the Owner may deem necessary, there shall be made available to the Owner for examination all of Consultant's records with respect to all matters covered by this Agreement. Consultant shall permit the Owner to audit, examine, and make excerpts or transcripts from such records, and to make audits of all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and other data relating to all matters covered by this Agreement. Wage 11. Termination for Cause: If, through any cause, the Consultant shall fail to fulfill in a timely and proper manner its obligations under this Agreement, or if the Consultant shall violate any of the covenants, agreements, or stipulations of this Agreement, the City shall thereupon have the right to terminate this Agreement by giving written notice to the Consultant of such termination and specifying the effective date thereof at least fifteen (15) days before the effective date of such termination. If this Agreement is terminated for cause the Consultant shall be entitled to receive just and equitable compensation for any work satisfactorily completed hereunder. Notwithstanding the above, the Consultant shall not be relieved of liability to the Owner for damages sustained by the City by virtue of any breach of this Agreement by the Consultant, and the City may withhold any payments to the Consultant for the purposes of set-off until such time as the exact amount of damages due the City from the Consultant is determined. This provision shall survive the termination of this Agreement and shall not relieve the Consultant of its liability to the City for damages, provided that the amount of such damages shall not exceed the total compensation provided for in Section 7.1 of this Agreement. 12. Termination for Convenience of City: The City may terminate this Agreement at any time by giving at least fifteen (15) days' notice in writing to the Consultant. If the Agreement is terminated by the City as provided herein, Consultant will be paid an amount which bears the same ratio to the total compensation as the services actually performed bear to the total services of Consultant covered by this Agreement, less payments of compensation previously made. If this Agreement is terminated due to the fault of Consultant, Section 11 hereof relative to termination shall apply. 13. Severability: If any part of this Agreement is held to be invalid or unenforceable, such holding will not affect the validity or enforceability of any other part of this Agreement so long as the remainder of the Agreement is reasonably capable of completion. 14. Non -Appropriation: Should funding become not available, due to lack of appropriation, the City may terminate this Agreement upon thirty (30) days' written notice. 15. Entire Agreement: This Agreement contains the entire agreement of the Parties and supersedes any and all other agreements or understandings, oral or written, whether previous to the execution hereof or contemporaneous herewith. 16. Attorney Fees: Should any litigation be commenced between the parties hereto concerning this Agreement, the prevailing party shall be entitled, in addition to any other relief as may be granted, to court costs and reasonable attorney's fees as determined by a Court of competent jurisdiction. This provision shall be deemed to be a separate contract between the parties and shall survive any default, termination, or forfeiture of this Agreement. 17. Applicable Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Idaho, and the ordinances of the City of Eagle. The Parties agree that venue for any suit to enforce the terms of this Agreement shall be in the Fourth Judicial District of the State of Idaho, in and for Ada County, or in the U.S. District Court for the State of Idaho. Wage 18. Approval Required: This Agreement shall not become effective or binding until approved by the Eagle City Council at a regularly scheduled meeting. Consultant acknowledges and affirms that it has authority to enter into this Agreement and that its representative executing this Agreement has authority to bind Consultant to this Agreement. IN WITNESS WHEREOF, the City and the Consultant have executed the Professional Agreement as of the date first above written. CITY OF EAGLE Stan Ridgeway Mayor Dated: �r1 f Y AT EST: City Cl Dated: The Mercer Group, Inc. Phillip Robertson hillip ' o• ` son Senior Vice Pres ent Dated: Oait est OF Eq • 1 o- 114 �•� ;f q/14I, SEAL s• 4RroaRmo ,o State of North Carolina) ) ss County of Franklin ) ACKNOWLEDGMENT On this 30th day of April 2018, before me personally appeared Phillip Robertson, known to me and known by me to be the person who executed the above instrument, who, being by me first duly sworn, did depose and say that he is the Consultants Representative and that he executed the foregoing instrument on behalf of said firm for the use and purposes stated therein. 1 / / ) is Residing at: Franklin County, North Carolina My Commission Expires: 10-05-2022 7IPage Exhibit A: Scope of Services Reference: Scope of Work, proposal Narrative, Question 10 Classification The job analysis classification portion of the study will begin with the distribution of Position Questionnaires to all employees. The Position Questionnaire is typically distributed and reviewed during the Employee Group Orientation meetings. The Position Questionnaire is important to the Classification and Compensation process because the information obtained becomes the basis for the classification system and the development of "benchmark" positions. Because the questionnaire is important, we will review and edit our questionnaire with management to ensure its appropriateness. Upon receipt of the questionnaires, we will interview positions for employees having submitted questionnaires to confirm and clarify the information. At a minimum, we must have a sufficient sample size of each class or job title to ensure a thorough understanding of each position. We will also conduct job audits when necessary. All reasonable accommodation will be made to ensure that all employees who wish to participate in the interview process will be given the opportunity to do so. Our history with studies of 100 or fewer employees has been that on average, 100% of all employees participate in interviews. Employees who have the same job title and agree that they are performing the same job duties can interview as group with a sufficient sample size. Employees who have the same job title and do NOT agree that they are performing the same job duties will be interviewed separately. It may be that at the end of the study we recommend that these positions remain in the same classification or the duties and responsibilities may be such that a separate classification is recommended. If we do not allow employees to choose if they want to interview together or separately it greatly undermines the results of the study and the employee "buy in". We will begin interviews in each department with the lowest classifications and work up to the Department Heads. This approach allows us to obtain a good understanding of the organization and to discuss issues and problems at each succeeding level. Interviews generally take 15 minutes for individuals and 30 minutes for groups. During the interviews the consultant will review the submitted questionnaire with the employee and as clarification questions. This is also an opportunity to employees who communicate more effectively in an oral format the opportunity to discuss their position with the consultant. Upon completion of the position questionnaire and interview process, we will analyze classifications by the duties and responsibilities. As a result of the questionnaire and interview process, we normally obtain information regarding organizational and personnel issues outside of the scope of this project. We will provide an informal report to the principal client covering those issues which appear to be significant, if desired. To develop the proper classifications and provide internal equity, we will use The Mercer Group Factor Evaluation System (FES). Such systems are used to provide numerical rankings for classifications and Wage positions. A detailed description of our job measurement methodology is included as 9B: Factor Evaluation. During the classification process, we will address the issues of parity among departments, appropriate titles, consolidation of classifications, creation of new classifications and logical career ladders. After the completion of the interviews and the application of the FES, the consultants will meet with each Department Head to review the preliminary factoring for the position is her/his department. This is a time that the consultants will be able to obtain clarifications on issues with any positions that were not clear in the interview and questionnaire. These meetings help familiarize the Department Heads with how the classification system works. The preliminary factoring will also be reviewed with the principal client(s) from an organizational prospective. After the recommendations have been approved, copies of the recommended class specifications, and title changes should be provided to incumbents for review. Should an employee feel that his/her recommended classification is inaccurate; an appeal may be made to the Review Committee. The make- up of the Review Committee will be established at project orientation. We will recommend a methodology to make the process fair and non -threatening to the individual employees. Compensation Using the specifications developed through the questionnaire/interview process, we will work with the organization to select a representative number of positions to be used as "benchmarks" for a market comparison survey. The survey instrument will be developed as part of our assessment and understanding of the needs of the organization. We recommend that a broad base of private and public organizations be used. Through meetings with management we will work together to identify the organizations to be included in this survey. The survey instrument will be customized for the organization and left with the organization for continued use in maintaining the system. All information will be analyzed by The Mercer Group, Inc. and a detailed report will be prepared regarding the responses. This analysis and report will be done on Excel spreadsheets and provided to the organization with training on how to update the spreadsheets in maintaining the system. We recommend that the market analysis survey be repeated in its entirety at least once every two years with parts of it used more often. We will provide the organization with the instrument and training in the analysis of data. Using the market research data, a set of specific recommendations regarding the level of Compensation for all classes will be developed. In this part of the study, we will: Provide pay levels for all classes; Provide recommendations on policy decisions such as range widths, new -hire level guidelines, and mechanisms for slotting; and Provide alternative implementation strategies for the system, including the cost of each alterna- tive. Wage Exhibit B: Schedule of Services Reference: Timeline, Proposal Narrative, Question 11 The study should take three months given prompt response form the chosen market organizations to our market survey. 10 'Page