HomeMy WebLinkAboutBaker Tilly US, LLP - PSA for Compensation Review PERSONAL SERVICES AGREEMENT
BAKER TILLY US,LLP
THIS AGREEMENT is entered by and between the City of Pasco and Baker Tilly US,
LLP referred to as Consultant on the 31 St day of August 2023 for the purpose of contracting for
personal services in the capacity as a consultant for the City of Pasco for the review of
compensation and classification.
RECITALS
WHEREAS, the City desires to have certain services and/or tasks performed as set forth
below requiring specialized skills,training, equipment, and other supportive capabilities; and
WHEREAS, the Consultant represents that it is qualified and possesses sufficient skills,
experience,equipment,and necessary capabilities, including:technical and professional expertise,
when required, to perform the services and/or tasks as set forth in this Agreement upon which the
City is relying.
NOW, THEREFORE, in consideration of the mutual covenants, and performances
contained herein, the parties agree as follows:
1. Scone of Services. The Consultant shall perform such services and accomplish such tasks,
including the furnishing of all labor, materials, facilities and equipment necessary for full
performance thereof, as identified and designated as Consultant's Responsibilities
throughout this Agreement, and as more particularly described in Scope of Work detailed
in [Exhibit A], attached hereto and incorporated herein (the "Project").
2. Term. This Project shall begin on the execution date listed above and promptly be
completed by February 28, 2023.
3. Compensatian and Par'ment.
3.1 Payment for services provided hereunder shall be made following the performance
of such services. Such payment shall be full compensation for work performed or
services rendered, and for all labor, materials, supplies, equipment, and incidentals
necessary to complete the Project.
3.2 No payment shall be made for any services rendered by the Consultant except for
services identified and set forth in this Agreement except as may be authorized by
a written supplemental agreement approved by the City.
3.3 The City shall pay the Consultant for work performed under this Agreement upon
timely submitted invoices detailing work pe"rformed and expenses for which
reimbursement is sought. The City shall approve all invoices before payment is
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issued. Payment shall occur within thirty(30) days of receipt of an invoice.
3.4 The City shall pay the Consultant for all work performed and expenses incurred
under this Agreement, as follows.
❑ Hourly (Single Rate): $ per hour plus actual expenses incurred
as provided under this Agreement, but not to exceed a total of
$ without prior written authorization by the City; or
❑ Hourly (Multiple Rate): Such rates as identified on [Exhibit No./Letter],
plus actual expenses incurred as provided under this Agreement, but not to
exceed a total of$ without the prior written authorization by
the City; or
� Fixed Sum: A total of$ 66,100,per page 2 of RFP proposal submission
from Baker Tilly
� Other:
Benefits Analysis at the flat rate of$6,900
Job Description creation of 20 or more job descriptions at$225 each,not to
exceed $9,000.
Pay policy review and recommendations at the flat rate of$6,000
4. Re orts and Ins ections.
4.l The Consultant at such times and in such forms as the City may require, shall
furnish to the City such statements, records, studies, surveys, reports, data, and
information as the City may request pertaining to matters that are invoiced under
this Agreement.
4.2 The Consultant shall, at any time during normal business hours and as often as the
City or the Washington State Auditor may reasonably deem necessary, make
available for examination all of its records and data with respect to all invoiced
matters covered by this Agreement and shall permit the City, or its designated
authorized representative to audit and inspect other data relating to all invoiced
matters covered by this Agreement. The City shall receive a copy of all audit
reports made by the agency or firm as to the Consultant's activities. The City may,
at its discretion, conduct an audit at its expense, using its own or outside auditors,
of the Consultant's invoiced activities which relate to this Agreement. Consultant
shall be provided a copy of such reports.
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4.3 The Consultant, during the term of this Agreement, shall obtain all permits and
registration documents necessary for the performance of its work and for the
execution of services at its own expense, and shall maintain its validity. Upon
request,the Consultant shall deliver to the City copies of these licenses,registration
documents, and permits or proof of their issuance or renewal.
4.4 Consultant shall maintain books, records and documents, which sufficiently and
properly reflect all direct and indirect costs related to the performance of this
Agreement,and shall maintain such accounting procedures and practices as may be
necessary to assure proper accounting of all funds paid pursuant to this Agreement.
These records shall be subject, at all reasonable times, to inspection, review, or
audit as provided above.
4.5 The Consultant shall retain all books,records,documents or other material relevant
to invoiced matters under this Agreement for three (3) years after its expiration.
Consultant agrees that the City, or its designee, shall have full access and right to
examine any of said materials at all reasonable times during this period.
5. Ownershin and Use of Documents.
5.1 Subject to Consultant's rights in Consultant's Knowledge (as defined below) or
unless otherwise set forth to the contrary in an applicable S�W,the Consultant shall
deliver, assign, transfer and convey to City all rights including, but not limited to,
intellectual property rights(patents,trademarks, copyrights,and trade secrets)title,
and interest to all documents, data, materials, programming, processes, studies,
reports, surveys, proposals, plans, codes, scientific information, technological
information, regulations, maps, equipment, charts, schedules, photographs,
exhibits, software, software source code, documentation, services furnished
hereunder,and other materials and property prepared,provided or developed under
this Agreement ("Deliverables"). Notwithstanding the foregoing, Consultant will
maintain all ownership right, title and interest to all of Consultant's Knowledge.
For purposes of this Agreement "Consultant's Knowledge" means Consultant's
proprietary programs, modules, products, inventions, designs, data, or other
information, including all copyright, patent, trademark and other intellectual
property rights related thereto,that are (1)owned or developed by Consultant prior
to the Effective Date of this Agreement ("Consultant's Preexisting Knowledge")
(2) developed or obtained by Consultant after the Effective Date, including during
the course of providing services under this Agreement,but: (i)which are developed
or obtained without using City's Confidential Information, or (ii) which City has
not paid for such development; and(3)extensions, enhancements, or modifications
of Consultant's Preexisting Knowledge which do not include or incorporate City's
Confidential Information. To the extent that any Consultant Knowledge is
incorporated into the Deliverables, Consultant grants to City a non-exclusive,paid
up,perpetual royalty-free worldwide license to use such Consultant Knowledge in
connection with the Deliverables,and for no other purpose without the prior written
consent of Consultant.
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5.2 In the event of Consultant's default, or if this Agreement is terminated prior to its
completion, Consultant, shall provide a summary of the services performed to date
of default or termination. The summary of services provided shall be prepared at
no additional cost,if the Agreement is terminated through default by the Consultant.
If the Agreement is terminated through convenience by the City,the City agrees to
pay Consultant for the preparation of the summary of services provided.
53 City shall accept Deliverables which substantially conform to the specifications in
the Statement of Work. City will promptly give Consultant written notification of
any nonconformance of the Deliverables with such requirements
(Nonconformance)within thirty(30)days following delivery of such Deliverables,
and Consultant shall have a reasonable period of time, based on the severity and
complexity of the Nonconformance, to correct the Nonconformance so that the
Deliverables substantially conform to the specifications. If City fails to promptly
notify Consultant of any Nonconformance within such 30-day period, then the
Deliverable shall be deemed inevocably accepted by the City.
6. Public Records.
6.1 Consultant acknowledges that the City is an agency subject to Chapter 42.56 RCW
"Public Records Act." All preliminary drafts or notes prepared or gathered by the
Consultant, and recommendations of the Consultant are exempt prior to the
acceptance by the City or public citation by the City in connection with City action.
6.2 If the Consultant becomes a custodian of public records of the City and request for
such records is received by the City,the Consultant shall respond to the request by
the City for such records within five (5) business days by either providing the
records, or by identifying in writing the additional time necessary to provide the
records with a description of the reasons why additional time is needed. Such
additional time shall not exceed hventy (20) business days unless extraordinary
good cause is shown.
6.3 In the event the City receives a public records request for protected work product
of the Consultant within its possession, the City shall, prior to the release of any
protected work product or as a result of a public records request or subpoena,
provide Consultant at least ten(10)business days prior written notice of the pending
release and to reasonably cooperate with any legal action which may be initiated
by the Consultant to enjoin or otherwise prevent such release.
7. Inde endent Contractor Relationshi�.
7.1 The parties intend that an independent contractor relationship is created by this
Agreement. The City is interested primarily in the results to be achieved; subject
to the scope of services and the specific requirements of this Agreement, the
implementation of services will lie solely with the discretion of the Consultant. No
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agent, employee, officer or representative of the Consultant shall be deemed to be
an employee, agent, officer, or representative of the City for any purpose, and the
employees of the Consultant are not entitled to any of the bene�ts or privileges the
City provides for its employees. The Consultant will be solely and entirely
responsible for its acts and for the acts of its agents, employees, officers,
subcontractors or representatives during the performance of this Agreement. The
Services performed under this Agreement do not include the provision of legal
advice and Consultant makes no representations regarding questions of legal
interpretation. City should consult with its attorneys with respect to any legal
matters or items that require legal interpretation under federal, state or other type
of law or regulation. Though the Services may include Consultant's advice and
recommendations, all decisions regarding the implementation of such advice or
recommendations shall be the responsibility of, and made by, City.
7.2 In the performance of the services provided in this Agreement, Consultant is an
independent contractor with full authority to control and direct the performance of
the details of the work,however, the results of the work contemplated herein must
meet the approval of the City and shall be subject to the City's general rights of
inspection and review to secure the satisfactory completion thereof.
7.3 The Consultant shall comply with all applicable State and Federal laws including,
but not limited to:
7.3.1 The definition reguirements of RCW 50.04.140 (Employment Security).
73.2 RCW 51.08.195 (Industrial Insurance).
7.3.3 Obtain a City of Pasco business license.
7.4 The City may,at its sole discretion,require the Consultant to remove any employee,
agent or servant from employment on this Project who,in the City's sole discretion,
may be detrimental to the City's interest.
7.5 Consultant as an independent contractor and not an employee shall not be entitled
to any employee benefits including but not limited to vacation time, sick leave,paid
time off, or paid holidays.
8. Indemnification.
8.1 The Consultant shall defend, indemnify, and hold harmless the City, its officers,
officials, employees, and volunteers harmless from any and all third-party claims,
injuries, damages,losses or suits including attorney fees, finally determined to have
arisen out of or resulting from the willful misconduct or grossly negligent acts,
errors or omissions of the Consultant in performance of this Agreement, except for
injuries and damages caused by the sole negligence of the City.
Because of the importance of the information that City provides to Consultant with ,
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respect to Consultant's ability to perform the Services, City hereby releases
Consultant and its present and former partners, principals, agents and employees
from any liability, damages, fees, expenses and costs, including attorney's fees,
relating to the Services, that arise from or relate to any information, including
representations by management, provided by City, its personnel or agents,that is
not complete, accurate or current. The liability(including attorney's fees and all other
costs)of Consultant and its present or former partners,principals, agents or employees
related to any claim for damages relating to the Services performed under this Agreement
shall not exceed the fees paid to Consultant for the portion of the work to which the claim
relates, except to the extent finally determined to have resulted from the willful misconduct
or fraudulent behavior of Consultant relating to such Services. This limitation of liability is
intended to apply to the full extent allowed by law,regardless of the grounds or nature of
any claim asserted, including the negligence of either party.Additionally, in no event shall
either party be liable for any lost profits,lost business opportunity, lost data,consequential,
special,incidental,exemplary or punitive damages, delays, interruptions or viruses arising
out of or related to this Agreement even if the other party has been advised of the
possibility of such damages.
8.2 However, should a court of competent jurisdiction determine that this Agreement
is subject to RCW 4.24.115, then, in the event of liability for damages arising out
of bodily injury to persons or damages to property caused by or resulting from the
concurrent negligence of the Consultant, and the City, its officers, officials,
employees,and volunteers,the Consultant's liability, including the duty and cost to
defend, hereunder shall be only to the extent of the Consultant's negligence. It is
further specifically and expressly understood that the indemnification provided
herein constitutes the Consultant's waiver of immunity under Industrial Insurance,
Title 51 RCW, solely for purposes of this indemnification. This waiver has been
mutually negotiated by the parties. The provisions of this section shall survive the
expiration or termination of this Agreement.
8.3 No liability shall attach to the City by reason of entering into this Agreement except
as expressly provided herein.
8.4 This indemnification shall include damages, penalties and attorney fees caused by
Consultant's delayed or failed performance of Section 6 above.
9. Insurance. The Consultant shall procure and maintain for the duration of the Agreement,
insurance against claims for injuries to persons or damage to property which may arise
from or in connection with the performance of the work hereunder by the Consultant, its
agents, representatives, employees, or subcontractors. The Consultant's maintenance of
insurance as required by the Agreement shall not be construed to limit the liability of the
Consultant to the coverage provided by such irisurance, or otherwise limit the City's
recourse to any remedy available at law or in equity.
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9.1 Minimum Scope of Insurance. Consultant shall obtain insurance of the types and
coverage described below:
9.1.1 Automobile Liability insurance covering all owned non-owned, hired and
leased vehicles. Coverage shall be at least as broad as Insurance Services
Office (ISO) form CA 00 O1.
9.1.2 Commercial General Liability insurance shall be at least as broad as ISO
occurrence form CG 00 O1 and shall cover liability arising from premises,
operations, stop-gap independent contractors and personal injury and
advertising injury. The City shall be named as an additional insured under
the Consultant's Commercial General Liability insurance policy with
respect to the work performed for the City using an additional insured
endorsement at least as broad as ISO endorsement form CG 20 26.
9.1.3 Workers' Compensation coverage as required by the Industrial Insurance
laws of the State of Washington.
9.1.4 Professional Liability insurance appropriate to the Consultant's profession.
9.2 Minimum Amounts of Insurance. Consultant shall maintain the following
insurance limits, which can be met using its Umbrella policy:
9.2.1 Automobile Liability insurance with a minimum combined single limit for
bodily injury and property damage of$1,000,000 per accident.
9.2.2 Cvmmercial General Liability insurance shall be written with limits no less
than: •
� $2,000,000 each occurrence; and
� $2,000,000 general aggregate;
9.2.3 Professional Liability insurance shall be written with limits no less than:
� $2,000,000 per claim; and
� $2,000,000 policy aggregate limit;
9.3 Other Insurance Provision. The Consultant's Automobile Liability and
Commercial General Liability insurance policies are to contain, or be endorsed to
contain that they shall be primary insurance as respect the City.Any insurance,self-
insurance, or self-insured pool coverage maintained by the City shall be excess of
the Consultant's insurance and shall not contribute with it.
9.3.1 The Consultant's insurance shall not be cancelled by either party,except after
thirty (30) days prior written notice by certified mail, return receipt
requested, has been given to the City.
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9.4 Acce�tabilitv of Insurers. Insurance is to be placed with insurers with a current
A.M. Best rating of not less than A-: VII.
9.5 Verification of Covera�e. Consultant shall furnish the City with original certificates
and a copy of the amendatory endorsements, including, but not necessarily limited
to,the additional insured endorsement,evidencing the insurance requirements of the
Agreement before commencement of the work.
9.6 Notice of Cancellation. The Consultant shall provide the City with written notice
of any policy cancellation within two (2) business days of their receipt of such
notice.
9.7 Citv Full Availabilitv of Consultant Limits. If the Consultant maintains higher
insurance limits than the minimums shown above, the City shall be insured for the
full available limits of Commercial General and Excess or Umbrella liability
maintained by the Consultant, irrespective of whether such limits maintained by the
Consultant are greater than those required by this Agreement or whether any
certificate of insurance furnished to the City evidences limits of liability lower than
those maintained by the Consultant.
9.8 Failure to Maintain Insurance. Failure on the part of the Consultant to maintain the
insurance as required shall constitute a material breach of contract,upon which the
City may, after giving five (5)business days notice to the Consultant to correct the
breach, immediately terminate the Agreement or, at its discretion,procure or renew
such insurance and pay any and all premiums in connection therewith, with any
sums so expended to be repaid to the City on demand, or at the sole discretion of
the City, offset against funds due the Consultant from the City.
10. Nondiscrimination. In the performance of this Agreement, the Consultant will not
discriminate against any employee or applicant for employment on the grounds of race,
creed, color,national origin, sex,marital status, age or the presence of any sensory, mental
or physical handicap; provided that the prohibition against discrimination in employment
because of handicap shall not apply if the particular disability prevents the proper
performance of the particular worker involved. The Consultant shall ensure that applicants
are employed, and that employees are treated during employment in the performance of
this Agreement without discrimination because of their race, creed, color, national origin,
sex, marital status, age or the presence of any sensory, mental or physical handicap.
Consultant shall take such action with respect to this Agreement as may be reyuired to
ensure full compliance with local, State and Federal laws prohibiting discrimination in
employment.
11. Covenant A�ainst Contin�ent Fees. The Consultant warrants that it has not employed
nor retained any company, firm, or person, other than a bona fide employee working
exclusively for the Consultant, to solicit or secure this Agreement; and that it has not paid
or agreed to pay any company,person or firm, other than a bona fide employee working
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exclusively for the Consultant, any fee, commission, percentage, brokerage fee, gift, or
other consideration contingent upon or resulting from the award or making of this
Agreement. For breach or violation of this warranty, the City shall have the right to
terminate this Agreement.
12. Assi�nment and SubcontractinE.
12.1 The City has awarded this Agreement to the Consultant due to its unique
qualifications to perform these services. The Consultant shall not assign (or
subcontract other than as specifically identified in Exhibit A)its performance under
this Agreement or any portions of this Agreement without the prior written consent
of the City, which consent must be sought at least thirty(30) days prior to the date
of any proposed assignment.
12.2 Any work or services assigned or subcontracted hereunder shall be subject to each
provision of this Agreement including Section 6, Public Records; Section 10,
Nondiscrimination; proper bidding procedures where applicable; and all local, State
and Federal statutes, ordinances, and guidelines.
12.3 Any technical or professional service subcontract not listed in this Agreement,must
have prior written approval by the City.
13. Termination.
13.1 Termination for Convenience. Either party may terminate this Agreement for any
reason upon giving the other party no less than ten(10)business days written notice
in advance of the effective date of such termination.
13.2 Termination for Cause. If the Consultant fails to perform in the manner called for
in this Agreement, or if the Consultant fails to comply with any other provisions of
this Agreement and fails to correct such noncompliance within five (5) business
days of written notice thereof, the City may terminate this Agreement for cause.
Termination shall be affected by serving a notice of termination on the Consultant
setting forth the manner in which the Consultant is in default. The Consultant will
only be paid for services and expenses complying with the terms of this Agreement,
incurred prior to termination.
14. General Provisions.
Consultant shall endeavor to comply with any agreed upon delivery schedules specified in the
applicable Statement of Work.Notwithstanding the foregoing,the City acknowledges and agrees that
the performance of the Services is subject to a number of factors outside of Consultant's direct
control, including without limitation the scheduling availability of City personnel,therefore any
specified delivery dates shall be considered to be target estimates only. Failure by Consultant to meet
any specified target date shall not be considered a material breach of this Agreement.
14.1 Notice. Notice provided for in this Agreement shall be sent by:
14.1.1 Personal service upon the Project Administrators; or
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14.1.2 Certified mail to the physical address of the parties, or by electronic
transmission to the e-mail addresses designated for the parties below.
14.2 The Project Administrator for the purpose of this Agreement shall be:
14.2.1 For the City: Richa Sigdel,Deputy City Manager, or designee
509-545-3414
si�delr,«�asco-wa.��ov
14.2.2 For the Consultant: Lexi Scholten, Senior Consultant,or designee
507-525-2240
Lexi.Scholtenrii��bakertill��.com
15. Dispute Resolution.
15.1 This Agreement has been and shall be construed as having been made and entered
into and delivered within the State of Washington and it is agreed by each party
hereto that this Agreement shall be governed by the laws of the State of Washington.
15.2 In the event of a dispute regarding the enforcement, breach, default, or
interpretation of this Agreement, the Project Administrators, or their designees,
shall first meet in a good faith effort to resolve such dispute. In the event the dispute
cannot be resolved by agreement of the parties, said dispute shall be resolved by
arbitration pursuant to RCW 7.04A,as amended,with both parties waiving the right
of a jury trial upon trial de novo, with venue placed in Pasco, Franklin County,
Washington. Any legal proceedings arising from or in conjunction with the
Services provided under this Agreement must be commenced within twenty-four
(24) months after the performance of the Services for which the action is brought,
without consideration as to the time of discovery of any claim or any other statutes
of limitations or repose.
16. Nonwaiver. Waiver by the City of any provision of this Agreement or any time limitation
provided for in this Agreement shall not constitute a waiver of any other similar event or
other provision of this Agreement.
17. Intesration. This Agreement between the parties consists in its entirety of this document
and any exhibits,schedules or attachments. Any modification of this Agreement or change
order affecting this Agreement shall be in writing and signed by both parties.
18. Authorization. By signature below, each party warrants that they are authorized and
empowered to execute this Agreement binding the City and the Consultant respectively.
Data Privacv. To the extent the Services require Consultant to receive personal data or personal
information from City, Consultant may process, and engage subcontractors to assist with processing,
any personal data or personal information, as those terms are defined in applicable privacy laws.
Consultant's processing shall be in accordance with the requirements of the applicable privacy laws
relevant to the processing in providing Services hereunder,including Services performed to meet the
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business purposes of the City, such as Consultant's tax, advisory, and other consulting services.
Applicable privacy laws may include any local, state, federal or international laws, standards,
guidelines, policies or regulations governing the collection, use, disclosure, sharing or other
processing of personal data or personal information with which Consultant or its Clients must
comply. Such privacy laws may include (i) the EU General Data Protection Regulation 2016/679
(GDPR);(ii)the California Consumer Privacy Act of 2018(CCPA);and/or(iii)other laws regulating
marketing communications, requiring security breach notification, imposing minimum security
requirements, requiring the secure disposal of records, and other similar requirements applicable to
the processing of personal data or personal information. Consultant is acting as a Service
Provider/Data Processar, as those terms are defined respectively under the CCPA/GDPR, in relation
to City personal data and personal information. As a Service Provider/Data Processor processing
personal data or personal information on behalf of City,Consultant shall, unless otherwise permitted
by applicable privacy law, (a) follow City instructions; (b) not sell personal data or personal
information collected from the City or share the personal data or personal information for purposes
of targeted advertising; (c)process personal data or personal information solely for purposes related
to the City's engagement and not for Consultant's own commercial purposes; and(d)cooperate with
and provide reasonable assistance to City to ensure compliance with applicable privacy laws. City
represents and warrants it has all necessary authority (including any legally required consent from
individuals) to transfer such information and authorize Consultant to process such information in
connection with the Services described herein. Consultant is responsible for notifying City if
Consultant becomes aware that it can no longer comply with any applicable privacy law and, upon
such notice, shall permit City to take reasonable and appropriate steps to remediate personal data or
personal information processing. City agrees that Consultant has the right to generate aggregated/de-
identified data from the accounting and financial data provided by City to be used for Consultant
business purposes and with the outputs owned by Consultant. For clarity, Consultant will only
disclose aggregated/de-identified data in a form that does not identify City, City employees, or any
other individual or business entity and that is stripped of all persistent identifiers. City is not
responsible for Consultant's use of aggregated/de-identified data.
Consultant has established information security related operational requirements that support the
achievement of our information security commitments, relevant information security related laws
and regulations, and other information security related system requirements. Such requirements are
communicated in Consultant's policies and procedures, system design documentation, and contracts
with customers. Information security policies have been implemented that define our approach to
how systems and data are protected. City is responsible for providing timely written notification to
Consultant of any additions,changes or removals of access for City personnel to Consultant provided
systems or applications. If City becomes aware of any known or suspected information security or
privacy related incidents or breaches related to this agreement, City should timely notify Consultant
via email at dataprotectionofficer@bakertilly.com.
Consultant Entity. Baker Tilly US, LLP is an independent member of Baker Tilly International.
Baker Tilly International Limited is an English company. Baker Tilly International provides no
professional services to clients.Each member firm is a separate and independent legal entity and each
describes itself as such. Baker Tilly US, LLP is not Baker Tilly International's agent and does not
have the authority to bind Baker Tilly International or act on Baker Tilly International's behalf.None
of Baker Tilly International, Baker Tilly US, LLP, nor any of the other member firms of Baker Tilly
International has any liability for each other's acts or omissions. The name Baker Tilly and its
associated logo is used under license from Baker Tilly International Limited.
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IN WITNESS WHEREOF,the parties have caused this Agreement to be executed on the date first written
above.
CITY OF PA5CO3 WASHINGTON CONSULTANT
.�i .�
V ' �. J ..-_.� L� / _ -. .
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, CONSULTANT
��q,.•� L;N�,L.�� G�� h�.,,�e,.., Kate Crowley, Principal
ATTEST:
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Debra C. Barham, CMC, City Clerk
APPROVED AS TO FORM:
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Kerr Ferg� ,aw, PLLC, City Attomey
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