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SERVICES\Pinnacle Human Resources—3-23-2020
RESOLUTION AUTHORIZING ENGAGEMENT OF
PINNACLE HUMAN RESOURCES, LLC FOR PROVISION OF
HUMAN RESOURCES SERVICES
RESOLUTION NO.: ,2020
INTRODUCED BY:
WHO MOVED ITS ADOPTION
SECONDED BY:
WHEREAS, the Queensbury Town Board distributed a Request for Qualifications(RFQ)to
certain consulting firms for the provision of professional, onsite human resources services, and
WHEREAS,the Town Board reviewed all submitted proposals, and
WHEREAS, by Resolution No.: 352,2019, the Town Board authorized engagement of
Pinnacle Human Resources, LLC (Pinnacle) for the provision of compensation analysis services
and live and web-based sexual and other forms of harassment training services, and
WHEREAS, the Town Board has been pleased with Pinnacle's services provided to date
and therefore wishes to engage Pinnacle for the provision of professional, onsite human resources
services as generally set forth in Pinnacle's March 18, 2020 Consulting Agreement presented at this
meeting,
NOW, THEREFORE, BE IT
RESOLVED, that the Queensbury Town Board hereby authorizes and directs engagement
of Pinnacle Human Resources, LLC (Pinnacle) for the provision of professional, onsite human
resources services at the cost of$90 per hour as generally set forth in Pinnacle's March 18, 2020
Consulting Agreement, for a period of 12 consecutive months or through March 23, 2021 unless the
Town provides 30 days advance written notice of cancellation, and
BE IT FURTHER,
RESOLVED, that the Town Board further authorizes that such services shall be paid for
from such account(s) as may be determined to be appropriate by the Town Supervisor and Town
Budget Officer, and the Town Budget Officer shall amend the Town Budget and/or or take any
other actions necessary to effectuate payment, and
BE IT FURTHER,
RESOLVED, that the Town Board further authorizes and directs the Town Supervisor to
execute the Consulting Agreement substantially in the form presented at this meeting as well as any
other needed documentation and the Town Supervisor and/or Town Budget Officer to take any
other actions necessary to effectuate the terms of this Resolution.
Duly adopted this 23rd day of March, 2020,by the following vote:
AYES :
NOES :
ABSENT:
1 Pinnacle
1
March 18, 2020
Mr. John Strough
Town Supervisor
Town of Queensbury
742 Bay Road
Queensbury, NY 12804
Dear John,
We look forward to the opportunity to provide expert HR assistance to your organization. Thank you
for your business and your confidence. It is our goal to demonstrate that your confidence and trust
are well placed. Your satisfaction is our goal.
CONSULTING AGREEMENT
AGREEMENT entered into on 2020 by and between the Town of Queensbury with
an address of 742 Bay Road, Queensbury, NY("Client")and Pinnacle Human Resources, LLC with
an address of 90 State Street, 7th Floor, Albany, NY 12207 ("Consultant").
WHEREAS, CLIENT desires that the Consultant make available his or her services, as
specified herein, in support of its operations; and
WHEREAS, the Consultant has special professional and/or technical qualifications which are
of assistance to CLIENT in interpreting and implementing policies and procedures for human
resources matters and responding to day-to-day human resources related issues, and Consultant is
willing and able to provide such services under the terms and conditions set forth herein;
NOW, THEREFORE, the parties do mutually agree as follows:
1. This agreement shall commence as of ,2020 and shall continue for twelve months
unless the cancellation clause in Paragraph 7 is exercised. For satisfactory performance of the
services described in the attached Schedule A-Scope of Work, CLIENT shall pay the Consultant the
compensation provided for in the attached Schedule B -Compensation. Services shall be performed
by the Consultant primarily at the Consultant's office, at CLIENT's offices or at such locations as shall
be reasonably necessary to complete the services.
2. In performing services under this Agreement,the Consultant shall be deemed an independent
contractor. All of the Consultant's activities will be at his or her own risk and the Consultant is hereby
given notice of the responsibility for arrangements to guard against physical, financial and other risks
as appropriate. The Consultant represents and warrants to CLIENT that the services to be provided
under this Agreement do not conflict with any applicable laws or regulations, nor with any policies or
other agreements to which the Consultant is bound. The Consultant shall have no claim under this
Agreement or otherwise against CLIENT for any worker's compensation, vacation pay, sick leave,
retirement benefits, social security benefits, disability insurance benefits, unemployment insurance
benefits, or any other employee benefits, all of which shall be the sole responsibility of the Consultant.
CLIENT will not withhold on behalf of the Consultant any sums for income tax, unemployment
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insurance, social security, or any other withholding. The Consultant shall observe and abide by all
applicable laws and regulations relative to the conduct of services under this Agreement.
3. The Consultant agrees to perform his or her services with that standard of care, skill and
diligence normally provided by a professional in the performance of similar services,and in accordance
with CLIENT's corporate mission and objectives. The Consultant understands that CLIENT shall have
final authority over any decisions which will materially affect CLIENT's operations, management,
corporate mission or objectives.
4. The terms, conditions, representations and warranties contained in this Agreement shall
survive the termination or expiration of services and the payment of compensation.
5. The work or services specified in Schedule A shall be performed by and on behalf of the
Consultant. CLIENT may, in its sole discretion; request that person currently providing services be
removed and that Consultant provide another person to perform the services hereunder,within seven
(7)days after written notice to Consultant. Given the sensitive nature of the services, no other person
or organization shall be engaged on such work or services unless written approval by CLIENT is
obtained in advance of each instance of subcontracted work. This Agreement is not assignable
without prior written consent of CLIENT. Any attempt to assign any rights, duties or obligations which
arise under this Agreement without such consent shall be void.
6. Except as specifically authorized in this Agreement or as otherwise approved by CLIENT in
accordance to this Agreement, information and data furnished to or by the Consultant, or developed
or acquired by the Consultant in connection with the performance of this Agreement is confidential
information of CLIENT and the Consultant shall use such information only in connection with the work
under this Agreement. Consultant has been retained, in part, in order to develop materials that will be
tailored to CLIENT's unique operations and will be used by CLIENT in its day-to-day operations, and
Consultant understands that such materials are to be developed as a"work for hire." CLIENT has full
rights to copyright, use, display and duplicate these materials; provided, however, CLIENT claims no
rights or ownership in template materials developed by Consultant.
7. CLIENT may terminate performance under this Agreement at any time by notifying the
Consultant in writing at least thirty (30) days in advance of the effective date of termination specified
in such notice. Upon such termination, the Consultant shall be paid for all services satisfactorily
rendered to the date of such termination in accordance with Schedule B and shall return all documents,
records and work products to CLIENT. CLIENT may not offer a Pinnacle HR Consultant employment
at any time during this agreement nor within 30 days after termination of the agreement. An offer of
employment would result in a conversion fee of 35%of the annual salary offered by the CLIENT. The
conversion fee would be due immediately upon the acceptance of the offer.
8. The Consultant will comply promptly with any requests by CLIENT relating to the emphasis or
relative emphasis to be placed on various aspects of the work or with such other matters pertaining to
said work as are indicated of concern to CLIENT.
9. No payment for reimbursable expenses shall be made unless such reimbursable expenses
have been authorized in advance in writing by CLIENT.
10. The Consultant agrees that CLIENT shall have access to and the right to examine and/or audit
any directly pertinent records, books, documents and papers of the Consultant involving transactions
related to this Agreement for a period of six(6) years after final payment under this Agreement.
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11. The Consultant agrees to indemnify and hold harmless CLIENT, its officers and employees
from any claim, damage, liability, injury, expense or loss, including defense costs and attorneys'fees,
arising out of the Consultant's actions or omissions. CLIENT agrees to indemnify and hold harmless
the Consultant from any claim, damage, liability, injury, expense or loss, including defense costs and
attorneys' fees, arising out of CLIENT's actions or omissions.
12. The parties of this Agreement acknowledge and agree that this Agreement shall not be
exclusive in any respect.
13. CLIENT has designated the Town Supervisor, or designee, as CLIENT's representative
authorized to act in CLIENT's behalf with respect to the services under this Agreement and to provide
the Consultant with information regarding CLIENT's objectives with respect to the services under this
Agreement.
14. This Agreement contains the entire understanding among the parties hereto with respect to
the subject matter hereof, and supersedes all prior and contemporaneous agreements and
understandings, inducements or conditions, express or implied, oral or written, except as herein
contained.The express terms hereof control and supersede any course of performance and/or usage
of the trade inconsistent with any of the terms hereof.This Agreement may not be modified or amended
other than by an agreement in writing. This Agreement shall be construed in accordance with and
governed by the laws of the State of New York. The failure of a party to promptly enforce a right
hereunder shall not constitute a waiver of such right and the waiver of a right by a party upon the
breach of this Agreement by the other party shall not constitute a waiver with respect to subsequent
breaches. If any provision, paragraph, or subparagraph of this Agreement is adjudged by any court to
be void or unenforceable in whole or in part, this adjudication shall not affect the validity of the
remainder of the Agreement, including any other provision, paragraph, or subparagraph. Each
provision, paragraph, and subparagraph of this Agreement is separable from every other provision,
paragraph, and subparagraph, and constitutes a separate and distinct covenant. The provisions of
this Agreement, and the documents and instruments referred to herein, have been examined,
negotiated,drafted and revised by counsel for each party hereto and no implication shall be drawn nor
made against any party hereto by virtue of the drafting of this Agreement.
EXECUTED as a sealed instrument as of the date first written above.
On behalf of
Signature Date
Printed Name Title
On behalf of Pinnacle Human Resources, LLC
-.. ��, ��` " ' �'� Date:
Rose U. Miller, SPHR, HR Consultant/President
(, .
rmiller(@,pinnaclehrlIc.com • (518)486-8151t�� '-----
Albany • Saratoga Springs•Syracuse
(518)486-8152 www.pinnaclehrllc.com
Pinnacle
SCHEDULE A
SCOPE OF WORK
Consultant shall perform some or all of the following services:
1. HR audit of the entire HR delivery system
2. Implementation of HR Best Practices and HR methods
3. Building a new hire orientation program
4. Sourcing/Hiring/Credentialing
5. On-Boarding and Off-Boarding of employees
6. Process payroll or be payroll backup
7. Update and assure compliance with HR-related documents, such as, but not limited to,
Employee Handbook, Sexual Harassment Prevention Policy/Program, Right-to-Know
Program, Employee Code of Ethics Policy, Substance Use Policy, Theft and Dishonesty
Agreement, and Workplace Violence Prevention Program.
8. Benefits administration
9. Unemployment, PFL, FMLA, DBL and Workers Comp administration
10. Tracking of all leaves and absences
11. Provide guidance on ADA issues
12. Job Analysis and Job Descriptions
13. Performance evaluation system
14. Wage analysis and advice on compensation systems
15. Benefits Compliance and Reconciliations
16. Regular and daily communication with employees
17. Employee inquires and complaints
18. Assist with employee conflict, fails, successes and termination matters.
19. Develop, revise and maintain HR processes(hiring, internal communications,discipline,
performance improvement and termination processes)
20. Provide a complete and comprehensive service that will assure compliance with all NYS
required trainings;will work directly with the town to assure that all employees receive all
required trainings.
21. Regular meetings with management/organizational leaders
22. Provide HR metrics, analytics and trends
23. Assist with aligning human resources with corporate mission
24. Address and research regulatory and employment law compliance issues regarding
employees in all locations
25. Access to all Pinnacle Human Resources, LLC Resources such as Benchmark Tools,
Research tools, HR forms, etc.
26. Additional consulting services to be determined based on client needs within the on-site
scope.
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Pinnacle
SCHEDULE B
COMPENSATION
This schedule sets forth the compensation payable by CLIENT to the Consultant in accordance with
the terms and conditions of the Agreement:
Cost of Services:
$90 per hour
Consultant will perform the types of services, as requested by the Town, in accord with those
described in Schedule A.
Additional Terms and Conditions:
HR Support Services shall commence as of the Agreement Date above and shall remain in force for
12 consecutive months. This HR Support Services Agreement will then continue unless 30 days
advance written notice of cancellation is sent to Pinnacle Human Resources, LLC.After 12 months
of service, Pinnacle Human Resources LLC reserves the right to make a price adjustment in the per
hour rate to reflect current market conditions.
Client shall be responsible for all fees as identified in this Statement of Work. Services or work
requested outside of the Statement of Work will be agreed to by both parties in writing before
performing any work associated with any such additional request. A project estimate may be provided
upon request.
Invoices will be generated weekly or monthly and are due promptly upon receipt.
Client may request a reconciliation of the number of hours actually worked at any time. In the event
that Client disputes any services on an invoice, Client shall nonetheless make payment for any
undisputed services.
Albany• Saratoga Springs• Syracuse
(518)486-8152 www.pinnaclehrllc.com