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005-19 - Resolution - Interlocal Agreement with Port of Bremerton for Temporary Human Resource ServicesRESOLUTTON NO. 005-19 A RESOLUT ON OF THE CITY OF PORT ORCHARD, WASH NGTON, AUTHORIZ NG THE MAYOR TO ENTER INTO AN NTERLOCAL AGREEMENT BETWEEN THE C TY OF PORT ORCHARD AND THE PORT OF BREMERTON FOR TEMPORARY HUMAN RESOURCE SERV CES. WHEREAS, RCW Chapter 39.34 authorizes municipal corporations, including public districts, to enter into cooperative agreements and contracts with one another for the provision of services; and WHEREAS, the Port of Bremerton is in need of temporary services in order to serve their present human resources needs; and WHEREAS, the City of Port Orchard has a Human Resources Coordinator with sufficient qualifications to provide those services to the Port of Bremerton; now, therefore; THE CITY COUNC L OF THE CITY OF PORT ORCHARD, WASH NGTON, HEREBY RESOTVES AS FOLTOWS: THAT: The City Council agrees to enter into the attached, Exhibit A, interlocal agreement between the City of Port Orchard and the Port of Bremerton, which is scheduled to terminate on April 30, 2019. PASSED by the City Council of the City of Port Orchard, SIGNED by the Mayor and attested by the City Clerk in authentication of such passage this 22nd day of January 2019. Rob ert Putaansuu, Mayor ATTEST: Brandy nearson, MMC, City Clerk INTERLOCAL AGREEMENT FOR HUMAN RESOURCES This Agreement ("Agreement") is made and entered into by and between the Port of Bremerton ("Port") and the City of Port Orchard ("City") (hereinafter collectively referred to as the "Parties") pursuant to Chapter 39.34 RCW. WITNESSETH: WHEREAS, RCW Chapter 39.34 authorizes municipal corporations, including public districts, to enter into cooperative agreements and contracts with one another for the provision of services; and WHEREAS, the Port is in need of temporary services in order to serve their present human resources needs; and WHEREAS, the City of Port Orchard has a Human Resources Coordinator with sufficient qualifications to provide those services to the PorU and WHEREAS, the Parties have agreed to enter into this Agreement to effect the purposes stated herein; NOW THEREFORE, in consideration of the mutual covenants contained herein, the sufficiency of which is hereby confirmed, the Port of Bremerton and the City of Port Orchard agree as follows: Purposc - The purpose of this Agreement is to authorize the Ciry to provide services to the Port in the development, coordination and implementation of effective human resources services ("Services") in exchange for consideration under the following terms and conditions. 2. Designated Representatives A representative for each parry shall be designated with regard to each party's respective Service needs, and all other matters pertaining to the Services provided pursuant to this Agreement. Such designees shall serve as the point of contact for the Parties and the Human Re sources Coordinator. Scrvices - The City shall cause its Human Resources Coordinator to deliver the human resources (the "Services") outlined on Attachment A to the Port pursuant to applicable federal, state and local laws, codes, rules and regulations. It shall be the responsibility of the Port to purchase, implement and maintain any necessary materials i.e. soffware and licenses compatible with the human resources systems as monitored by the Human Resources Coordinator as necessary to complete the Services. Oversight - The Human Rcsources Coordinator shall be considered an employee of the City for all purposes and shall not be under the control or supervision of the Port. 7 3 4 5 Scope ancl Quality of Services - The Port shall coordinate with the City so that the Port may provide input to the City about the scope and quality of the Services provided hereunder and projected future needs. The City shall take reasonable care to ensure that the Services meet the Port's satisfaction; provided, however, that the Human Resources Coordinator shall remain subject only to the City's performance review process and personnel policies. Relationship Be the Parties - The relationshi p between the Port and the City or the City's Human Resources Coordinator shall be that of an independent contractor. No principal-agent or employer-employee relationship is created by this Agreement. Consideration - For and in consideration of the Services listed in Attachment A, the Port shall pay the City $800 lrer month. Payment - The City shall invoice the Port monthly, with the first Payment being due Janu ary 31.,2019. All payments shall be remitted within thirty (30) calendar days to: City of Port Orchard, Attention: Accounts Payable, 21.6 Prospect St. Port Orchard, WA 98366 Term - The term of this Agreement shall commence ot1 the Effective Date and continue through April 30,2019. 10.Termination of A With Cause -If, through any cause, any Party shall breach a material term of this Agreement by failing to fulfill in a timely and proper manner its obligations under this Agreement or by violating any of the coven€ults, agreements, or stipulations of this Agrecment, the non-breaching Party may terminate this Agreement. The non-breaching Party shall provide the other Party with written notice specifying the nature of thc breach, and the breaching Party shall have thirty (30) days in which to cure the breach. Should the breaching Party fail to cure the breach, the non-breaching Party shall provide written notice of such failure to cure and such Agreement shall terminate no earlier than fourteen (1a) days after such notice. 11.Termination of Emp lovee As the employer of the Human Resources Coordinator, the City, at its sole discretion, may terminate the Human Resources Coordinator. Upon any termination of the Human Resources Coordinator, the Parties' respective obligations under this Agreement shall be end as of the effective date of termination. C-gnflict - The City shall maintain a calendar available to all Parties to this Agreement and shall take all reasonable steps to avoid scheduling conflicts which would prevent the Human Resources Coordinator from attending meetings at the request of the Port. In the event of a scheduling conflict, the Port shall inform the City so that the Parties may reach a mutually agreeable solution. The Parties mutually covenant with each other that best efforts will be used at all times to provide timely notice of any and all potential conflicts 7 8. 6. 9 1,2. 13. 1,4, 15. that may affect the Port's access to the Services. Access to the Services - The Parties acknowledge that the Services provided under this Agreement are equally available to all signatories hereto. The City agrees that the Human Resources Coordinator employed in furtherance of this Agreement shall use best efforts at all times to provide equal access to the Services. Liabilitv - The Ciry shall offer the Services to the Port in an advisory role, and all decision-making authority remains entirely vested in the Port. To the extent permitted by Washington law, the Port shall hold harmless the City, and its members, directors, agents and employees, including the City's Human Resources Coordinator, from any and all liabilities arising out of the rendition of services hereunder unless such liabilities arise from the willful and intentional acts of the City or its members, directors, agents and employees. Governing Law ancl Venuc - This Agreement shall be exclusively governed by the laws of the State of Washington. The venue of anlr action arising out of this Agfeenrent shall be in the Superior Court of thc State of Washington, in anci for Kitsap Countv. In the event that a lawsuit is instituted to cnforcc any provision of this Aqreement, the prevailinq par$ shall be entitled to recover all costs of such a lawsuiL including reasonable attorney's fees. 1,6. Entire Agrec.ntent - This Agreement and any attachments included herewith at the time of execution of this Agreement contain the entire agreement between the Parties as to the subject matter herein, and no statements, promises, or inducements made by any party or agent of any parry that is not contained in this written Agreement shall be valid or binding. This Agreement may not be amended, enlarged, modified or altered except in writing and signed by all Parties. 17. Effective Datc - This A greement shall not be binding upon the Parties until it has been properly approve,l by the Port and the City and has been signed by the authorized representatives of the Parties. lzVhen it has been so approved and signed, this Agreement shall be effective as of the date of signing on lanuary 8. 2079. 19. lntcrprel,ation. This Agreement and each of the terms and provisions of it are deemed to have been explicitly negotiated by the parties, and the language in all parts of this Agreement shall, in all cases, be construed according to its fair meaning and not strictly for or against either of the parties hereto. The captions and headings in this Agreement are used only for convenience and are not intended to affect the interpretation of the provisions of this Agreement. 23 20, Nojoint Venture Nothing contained in this Agreement shall be construed as creating any type or manner of partnership, foint venture or other ioint enterprise between the parties. 21,. No Separate Entity Necessary.The parties agree that no separate legal or administrative entities are necessary to carry out this Agreement. 22.Ownership of Propertv. A^y real or personal property used or acquired by either party in connection with its performance under this Agreement will remain the sole property of such partf , and the other party shall have no interest therein. No Thirtl Party Beneficiaries. This Agreement and each and every provision hereof is for the sole benefit of the City and the Port. No other persons or parties shall be deemed to have any rights in, under or to this Agreement. 24. Severabilit,v. If any provision of this Agreement or the application thereof to any person or circumstance shall, for any reason and to any extent, be found invalid or unenforceable, the remainder of this Agreement and the application of that provision to other persons or circumstances shall not be affected thereby, but shall instead continue in full force and effect, to the extent permitted by law. 25. Nt-r Waiver'. Failure to insist upon strict compliance with any terms, covenants or conditions of this Agreement shall not be deemed a waiver of such, nor shall any waiver or relinquishment of such right or power at any time be taken to be a waiver of any other breach. 26. No Assignntent. This Agreement shall not be assigned, either in whole or in paft, by either party without the express written consent of the other party, which may be granted or withheld in such party's sole discretion. A^y attempt to assign this Agreement in violation of the preceding sentence shall be null and void and shall constitute a default under this Agreement. 27. Warrantv o f Authoritv. Each of the signatories hereto warrants and represents that he or she is competent and authorized to enter into this Agreement on behalf of the party for whom he or she purports to sign this Agreement. Execution in Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original and all of which shall constitute one and the same agreement. 28 IN WITNESS WHERBOF, the Parties have executed this Agreement by their duly authorized representatives on the date and year hereof. Port of Bremerton City of Port Orchard Robert ATTEST/ APPROVED AS TO FORM: C-ates, City Mayor I I i I ATTACHMENT A Services to be provided - The HR Coordinator shall provide human resources services (Services) on a10-12 hour a month basis to the Port which may include, at the Port's request, any of the following services: . Provide human resources services in employment processing, records management, employee relations and retention, EEO compliance, and labor relations. .Support management by providi.g human resources advice, counsel, and d ecisio n s; analy zing inf o rma tio n and app lic a tions. . Guide management and employee actions by updating poticies, procedures, methods, and guidelines; communicating and enforcing organization values. . Comply with federal, state, and local legal requirements by keeping informed of existing and new legislation; anticipating legislation; enforcing adherence to requirements; advising management on needed actions.