HomeMy WebLinkAboutR-2022-077 OMNI Employment Management Services to Provide Human Resource Services RESOLUTION NO. R-2022-077
A RESOLUTION ACCEPTING THE PROPOSAL OF OMNI EMPLOYMENT
MANAGEMENT SERVICES TO PROVIDE HUMAN RESOURCE SERVICES AND
APPROVING EXECUTION OF A CONTRACT IN CONNECTION WITH THE PROVISION
OF SUCH SERVICES.
BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVERSIDE,
MISSOURI, AS FOLLOWS:
THAT the proposal of OMNI Employment Management Services is hereby accepted
and execution of an agreement to provide such services in substantially the same form as
Exhibit "A" attached hereto, is hereby authorized and approved; and
FURTHER THAT the Mayor, City Administrator, and/or other appropriate City officials
are hereby authorized to execute all documents necessary to carry out the terms and
conditions of such agreement award and the City Clerk is authorized to attest thereto.
PASSED AND ADOPTED by the Board of Aldermen of the City of Riverside,
Missouri, the 5th day of July 2022.
ayor Kathleen L. Rose
ATTEST: •
•
Robin Kincaid, 6ity Clerk
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N
HUMAN RESOURCE MANAGEMENT
Scope of Work
General HR Consultative Support
Prepared by Michael Tracy, Managing Principal
For City of Riverside, Missouri
Client Contact: Hon. Kathy Rose OMNI Consultant: Michael Tracy
Proposal Date: June 20,2022 Effective Date: June 20,2022
Project Number: C-1177
Scope
» Provide general consultative support and document review as requested
Project Plan/Deliverables
1. Ongoing,ad hoc consultative support As requested
Total Estimated Consultative Support As requested
Investment
Our costs and billing rates for a project of this nature are as follows:
Support Hourly rate Projected hours Estimated Cost
Sr.Consultant Support $200.00 As requested TBD
Rate Discount(if applicable) N/A -- --
Estimated Total Cost TBD
Signatures
Cit Riversid , issouri OMNI H an Resource Management
By: By:
Name: Kathy Ro e Name: ich el Tracy
Title: Mayor Title: Managing Principal
Date: (cti,Sii,aDate: June 20,2022
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OMNI
HUMAN F ESOURCE MANAGEMENT
Master Services Agreement
Prepared by Michael Tracy, Managing Principal
For City of Riverside, Missouri
General
This Master Services Agreement (MSA) is an agreement between City of Riverside, Missouri (Client, you) and OMNI
Human Resource Management, ("OMNI" "us," "our," and "we"). This MSA applies to the various tools, consultative
resources, advice, counsel, and services offered through us. All specific services provided by OMNI will be outlined
and established under separate Scope of Work(SOW)agreements.
WHAT WE WILL DO FOR YOU
Our purpose is to provide you expert advice and counsel, products, and support, consistent with all laws, rules, and
best practices within the human resource and business fields. Each project, including duration, scope, and costs will
be outlined within separate Scope of Work agreements.We will provide service,counsel,and direction on all matters
noted in the Scope of Work documents to the best of our ability and within the scope of our expertise.
WHAT WE CANNOT DO FOR YOU
We cannot make hiring, management,or business-related decisions on your behalf.We will make recommendations
to those individuals within your organization you designate as decision makers. While much of our work product,
tools, and templates have been reviewed by our legal counsel, we are not a substitute for formal legal counsel, and
make no representations to do so in our work with you.
Duration
This Master Services Agreement is effective for two years after date of acceptance. Individual services and projects
are agreed to on a project basis within individual Scope of Work documents and can be cancelled by either party with
30—60 days' notice.See Scope of Work documents for additional details.
Representations & Warranties
GENERAL& MUTUAL
Both of us agree to release,defend,indemnify,and hold each other harmless from wrongful and negligent acts which
each may respectively commit, or any failure or omission to act, in the performance of our respective duties during
the term of this Agreement. Other than a claim involving intentional misconduct or a breach of an obligation of
confidentiality, neither of us shall be liable to the other for special, consequential, or punitive damages; and our
maximum liability to you under this agreement is limited to the amounts of fees you have paid us hereunder.
OURS
We accept liabilities for the services,tools,forms, and information we provide as being accurate,timely, and within
generally accepted practices in human resources management, as well as consistent with all applicable laws and
regulations.
We accept responsibility to perform those services noted on each Scope of Work document. We agree to hold you
harmless from fines and related charges that you might incur should we fail to fulfill these duties and/or conduct
ourselves in accordance with the applicable state and federal law. We do not assume responsibility with respect to
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HUMAN RESOURCE MANAGEMENT
any claim resulting from services or products provided by a third party. Other than a claim involving intentional
misconduct or a breach of an obligation of confidentiality, neither of us shall be liable to the other for special,
consequential,or punitive damages;and our maximum liability to you under this agreement is limited to the amounts
of fees you have paid us hereunder.
YOURS
You accept all liabilities for hiring and management decisions made by your organization. You agree to defend and
hold OMNI harmless from claims made by you or your employees resulting from any decisions,actions,or conduct of
you, your other vendors (including any that we might recommend), agents, or customers. Such claims will include,
but are not limited to, late, false, or incorrect information reported by you; charges of discrimination in hiring or
employment brought through any State or Local Department of Human Rights or the U.S.EEOC;claims brought before
the Workers' Compensation Bureau (or such similar department, commission or board in states other than Kansas);
fees and lawsuits alleging failure to comply with applicable federal and state wage and hour laws, wrongful
termination, discrimination, denial of due process, workplace safety (including, without limitation, U.S. OSHA
citations),breach of contract;or other labor-related causes of action resulting from employee discipline,termination,
or conduct.
You agree to defend and indemnify OMNI from claims of discrimination, retaliation, sexual or other unlawful
harassment by your employees brought under Federal, State, or Local anti-discrimination laws unrelated to OMNI.
The duty to defend includes the duty to pay reasonable attorney's fees incurred by OMNI in defending such claims,
and the duty to indemnify includes the duty to pay any award imposed by an administrative agency, or damages,
judgment,and/or settlement reached in a court action.
You also agree to indemnify and hold us harmless for any claims or issues that occurred prior to this agreement or
after the termination of this agreement,as well as from any claims or liabilities associated with the actual operations
of your business unrelated to OMNI.
CLIENT COMMUNICATIONS
You understand and agree that we will send you certain communications in connection with our services, including
compliance updates, calendar reminders, and invitations to OMNI workshops and events. We cannot, however,
accept responsibility for timely communication should the Client and/or its employees 'unsubscribe' from receiving
our digital correspondence.
From time to time, we may invite client organizations to participate in OMNI sponsored general employee surveys.
Such surveys are for research purposes only, and results will remain completely anonymous and consolidated.
Participating client organizations will have free access to the primary data and relevant information collected.
CONFIDENTIAL INFORMATION
Client should be aware that disclosure to OMNI of any information, formally or informally, will remain confidential
and for the sole purpose of supporting your organization. "Confidential Information" means any information not
generally known to the public or recognized as standard industry practice concerning either Party and its affiliates,
parent company, customers, and suppliers, including, without limiting the generality of the foregoing, any business
records,data, reports,employee information,financial records and inventory records of a Party, business processes,
intellectual property, trade secrets, research, ideas, concepts, technology, product and pricing information and
proprietary source code,the substance of agreements with vendors and any third party,and such other information
normally understood to be confidential or otherwise designated as such in writing by a Party.Confidential Information
shall also include any other document or information which comes into either Party's possession as a result of this
Agreement.
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Return and Destruction of Confidential Information.All Confidential Information is acknowledged to be the property
of the Disclosing Party. At any time upon a Disclosing Party's request,and within twenty(20)days after the request,
the other Party shall (a) return to the Disclosing Party all Confidential Information that exists in tangible form in the
possession or control of the other Party or its Representatives without retaining any copy or duplicate thereof and(b)
destroy any and all written, printed or other material or information derived from Confidential Information (such as
analyses, summaries or abstracts) in the possession or control of the other Party or its Representatives. The Party
shall certify in writing that such return and destruction has occurred. If a Party loses, or makes or learns of an
unauthorized disclosure of,Confidential Information,that Party shall immediately notify the Disclosing Party and use
reasonable efforts to retrieve the lost or wrongfully disclosed Confidential Information.
CLIENT IDENTIFICATION
OMNI may identify Client as a client and describe, in writing, services rendered in our marketing and advertising
materials, unless requested otherwise by a representative of Client in writing.
General Terms of Service
The sections below outline OMNI's four primary service offerings:General Consulting, Executive Search,Total
HRSolutions,and Membership Services.We have indicated your selected service(s) by inserting a check mark(4)on
the line to the left of the requested service.
GENERAL-CONSULTING
1. As requested, OMNI will function as a third-party consulting organization to the Client organization and
represent itself to all constituents as such.
2. Either Client or OMNI may terminate projects in writing at any time.We will invoice for all hours and expenses
incurred up through the termination date of the project.
_ EXECUTIVE SEARCH
1. As requested,OMNI will function as a third-party executive search and consulting firm on behalf of our Client.
2. Either Client or OMNI may terminate a project in writing at any time. Should the project end before a
placement is made, we will invoice for all hours and expenses incurred up through the termination date of
the project.
3. We will make every effort to secure a successful candidate for a position.However,the terms of this proposal
do not afford us the ability to guarantee a placement or guarantee that the successful candidate will remain
employed for any particular length of time.Should Client not be satisfied with the candidates we present for
consideration,we will refund 15%of all consulting fees paid or incurred to date with respect to the specific
candidate search in question,excluding expenses.
4. We will regularly advise you on the status and hours expended on projects per an agreed upon schedule and
timeframe with your Senior Search Consultant.
TOTAL HRSOLUTIONS—OUTSOURCING
1. As requested,OMNI will function as the Client's primary human resource function, providing both expertise
as well as technology and services on a fractional basis.
2. Support covered under OMNI's Total HRSolutions services is outlined in our Scope of Work.
3. The Employee Services& Technology element of our Total HRSolutions services is predicated on Client's
acceptance to utilize our third-party payroll resource,TruPay, Inc.,as their payroll service agent and
provider of technology solutions.
4. A separate and independent agreement between Client and TruPay will be required to provide third party
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payroll and technology services.Additional terms and conditions will apply. Please see TruPay agreement
for details.
5. While you understand that we are not responsible for actual payroll processing,tax withholding and tax
filing done by TruPay, Inc.(or any other product or service provided by a third-party vendor),we will
manage all conversions to these services and provide your company access and training to all tools,
technology and information services related thereto.
6. As requested, OMNI has no financial interests or commission relationships with any third-party brokers,
agents,or vendors.
_ MEMBERSHIP SERVICES
1. As requested, OMNI will provide limited,on-call support to designated management members of client
organizations.
2. Membership relationships are based and billed on an annual basis.
3. Membership in OMNI's Membership Community is on an annual basis, beginning on the effective date in
item 1 of this section,and automatically renewable on January 1st of each successive year.
4. The Client may terminate this agreement at the end of a membership year by notifying Julie Anderson,Vice
President of Operations,at janderson@omnihrm.com or 913-653-8084.
5. Services and discounts through OMNI's Membership program are found on our Membership Scope of
Work.
Fees
1. OMNI's fees for service are outlined within each Scope of Work presented and approved by Client.
2. All reasonable,local travel costs and expenses are included in our service rate.We will discuss all other travel
and related costs and expenses with you in advance.
3. Other than fix-fee related projects or Membership Services, we will invoice Client on a monthly basis for all
hours and expenses incurred.
4. We only bill for hours and expenses actually invested on projects.
5. Invoices are payable upon receipt.
6. Discounted fees are available to Total HRSolutions and Membership Clients.
Acknowledgement & Acceptance
We appreciate the opportunity to present you this Master Services Agreement and look forward to working with
you and your organization.
Cit f Riversi. _, Missouri OMNI Human source Management
By: , By:
Name: Kathy Ros Name: Michae ra
Title: Mayor Title: Managing Principal
Date: ,v £ / Date: June 20, 2022
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