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HR Human Resources Consulting; Wendi BrownAGREEMENT FOR PROFESSIONAL SERVICES FOR HUMAN RESOURCES CONSULTING This Agreement is made and entered into this 1 st day of October, 2016, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and Wendi Brown, a sole proprietor doing business as W. BROWN CREATIVE PARTNERS (WPCP) (hereinafter "CONTRACTOR"). RECITALS WHEREAS, the City of San Rafael desires services related to recruitment, brochure development, advertise plan and place headhunting, candidate screening, panel coordination, oral board testing, interview scheduling and facilitation, reference checking, partial recruitment, and full service searches; and WHEREAS, CONTRACTOR has the skills and experience to provide such services. AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: 1. PROJECT COORDINATION. A. CITY'S Project Manager. The HUMAN RESOURCES DIRECTOR is hereby designated the PROJECT MANAGER for the CITY, and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this Agreement. B. CONTRACTOR'S Project Director. CONTRACTOR shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONTRACTOR. WENDI BROWN is hereby designated as the PROJECT DIRECTOR for CONTRACTOR. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR, for any reason, the CONTRACTOR shall notify the CITY within ten (10) business days of the substitution. 2. DUTIES OF CONTRACTOR. CONTRACTOR shall provide Human Resources consulting services of the types described in the "General Scope of Work and Fee Schedule" attached hereto as Exhibit "1" and incorporated herein, as requested from time to time in writing by the PROJECT MANAGER. Upon execution of this Agreement, CONTRACTOR shall perform the duties and/or provide services described as "Initial Projects/Scope of Services" in Exhibit "2" attached hereto and incorporated herein. If and as additional work is requested by the PROJECT MANAGER, the scope of each additional project/service, and the specific compensation to be paid therefor, as mutually agreed by CITY and CONTRACTOR, shall be set forth in writing and attached as additional exhibits hereto. rlL.4 t-1 - 3 - U2ZI It is understood that in the event this Agreement is amended, such duly authorized amendment may include modifications to any Project/Scope of Services set forth in Exhibit "2," or in any later Exhibit attached from time to time as described in Section 2 above. DUTIES OF CITY. CITY shall pay the compensation as provided in Paragraph 4, and perform the duties as described in Exhibits "1" and "2", or in other Exhibits attached from time to time as described in Section 2 above. 4. COMPENSATION. For the services by CONTRACTOR described in the "Initial Projects/Scope of Services" in Exhibit "2", CONTRACTOR shall be paid as set forth in Exhibit "2". If and when additional services may be requested by the PROJECT MANAGER pursuant to this Agreement, then CITY shall compensate CONTRACTOR for such services at the rates set forth for the requested services in the "Fee Schedule" included in Exhibit "1" or as otherwise mutually agreed by the PROJECT DIRECTOR and the PROJECT MANAGER. Provided, however, that in no event shall the total amount of compensation payable to CONTRACTOR for services provided pursuant to this Agreement exceed $20,000, including reimbursement of expenses. It is understood that in the event this Agreement is amended, such duly authorized amendment may include modifications to any services set forth in Exhibit "2," or in any later Exhibit attached from time to time as described in Section 2 above, including but not limited to the compensation payable to CONTRACTOR for a specific project/service. In addition, any such amendment may modify the total not -to -exceed amount of this Agreement. Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices submitted by CONTRACTOR. 5. TERM OF AGREEMENT. The term of this Agreement shall be for 1 year commencing as of October 17, 2016 and ending on October 16, 2017. Upon mutual agreement of the parties, and subject to the approval of the City Manager the term of this Agreement may be extended for an additional period of up to one year. 6. TERMINATION. A. Discretionary. Either party may terminate this Agreement without cause upon thirty (30) days written notice mailed or personally delivered to the other party. B. Cause. Either party may terminate this Agreement for cause upon fifteen (15) days written notice mailed or personally delivered to the other party, and the notified party's failure to cure or correct the cause of the termination, to the reasonable satisfaction of the party giving such notice, within such fifteen (15) day time period. C. Effect of Termination. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other. D. Return of Documents. Upon termination, any and all CITY documents or materials provided to CONTRACTOR and any and all of CONTRACTOR's documents and materials prepared for or relating to the performance of its duties under this Agreement, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after termination. 7. OWNERSHIP OF DOCUMENTS. The written documents and materials prepared by the CONTRACTOR in connection with the performance of its duties under this Agreement, shall be the sole property of CITY. CITY may use said property for any purpose, including projects not contemplated by this Agreement. 8. INSPECTION AND AUDIT. Upon reasonable notice, CONTRACTOR shall make available to CITY, or its agent, for inspection and audit, all documents and materials maintained by CONTRACTOR in connection with its performance of its duties under this Agreement. CONTRACTOR shall fully cooperate with CITY or its agent in any such audit or inspection. 9. ASSIGNABILITY. The parties agree that they shall not assign or transfer any interest in this Agreement nor the performance of any of their respective obligations hereunder, without the prior written consent of the other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect. 10. INSURANCE. A. Scope of Coverage. During the term of this Agreement, CONTRACTOR shall maintain, at no expense to CITY, the following insurance policies: 1. A commercial general liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, for death, bodily injury, personal injury, or property damage. 2. An automobile liability (owned, non -owned, and hired vehicles) insurance policy in the minimum amount of one million dollars ($1,000,000) dollars per occurrence. 3. If any licensed professional performs any of the services required to be performed under this Agreement, a professional liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, to cover any claims arising out of the CONTRACTOR's performance of services under this Agreement. Where CONTRACTOR is a professional not required to have a professional license, CITY reserves the right to require CONTRACTOR to provide professional liability insurance pursuant to this section. 4. If it employs any person, CONTRACTOR shall maintain worker's compensation and employer's liability insurance, as required by the State Labor Code and other applicable laws and regulations, and as necessary to protect both CONTRACTOR and CITY against all liability for injuries to CONTRACTOR's officers and employees. CONTRACTOR'S worker's compensation insurance shall be specifically endorsed to waive any right of subrogation against CITY. CONTRACTOR has acknowledged to CITY that she has no employees, and is therefore not subject to this requirement. B. Other Insurance Requirements. The insurance coverage required of the CONTRACTOR in subparagraph A of this section above shall also meet the following requirements: 1. Except for professional liability insurance, the insurance policies shall be specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as additionally named insureds (for both ongoing and completed operations) under the policies. 2. The additional insured coverage under CONTRACTOR'S insurance policies shall be primary with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or self-insurance coverage for any contribution. The "primary and noncontributory" coverage in CONTRACTOR'S policies shall be at least as broad as ISO form CG20 0104 13. 3. Except for professional liability insurance, the insurance policies shall include, in their text or by endorsement, coverage for contractual liability and personal injury. 4. The insurance policies shall be specifically endorsed to provide that the insurance carrier shall not cancel, terminate or otherwise modify the terms and conditions of said insurance policies except upon ten (10) days written notice to the PROJECT MANAGER. 5. If the insurance is written on a Claims Made Form, then, following termination of this Agreement, said insurance coverage shall survive for a period of not less than five years. 6. The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement. 7. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of CITY (if agreed to in a written contract or agreement) before CITY'S own insurance or self-insurance shall be called upon to protect it as a named insured. 8. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to CITY or any other additional insured party. Furthermore, the requirements for coverage and limits shall be: (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. C. Deductibles and SIR's. Any deductibles or self-insured retentions in CONTRACTOR's insurance policies must be declared to and approved by the PROJECT MANAGER and City Attorney, and shall not reduce the limits of liability. Policies containing any self-insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or CITY or other additional insured party. At CITY's option, the deductibles or self-insured retentions with respect to CITY shall be reduced or eliminated to CITY's satisfaction, or CONTRACTOR shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney's fees and defense expenses. D. Proof of Insurance. CONTRACTOR shall provide to the PROJECT MANAGER or CITY'S City Attorney all of the following: (1) Certificates of Insurance evidencing the insurance coverage required in this Agreement; (2) a copy of the policy declaration page and/or endorsement page listing all policy endorsements for the commercial general liability policy, and (3) excerpts of policy language or specific endorsements evidencing the other insurance requirements set forth in this Agreement. CITY reserves the right to obtain a full certified copy of any insurance policy and endorsements from CONTRACTOR. Failure to exercise this right shall not constitute a waiver of the right to exercise it later. The insurance shall be approved as to form and sufficiency by PROJECT MANAGER and the City Attorney. 11. INDEMNIFICATION. A. CONTRACTOR shall, to the fullest extent permitted by law, indemnify, release, defend with counsel approved by CITY, and hold harmless CITY, its officers, agents, employees and volunteers (collectively, the "City Indemnitees"), from and against any claim, demand, suit, judgment, loss, liability or expense of any kind, including but not limited to attorney's fees, expert fees and all other costs and fees of litigation, (collectively "CLAIMS"), arising out of CONTRACTOR'S performance of its obligations or conduct of its operations under this Agreement. The CONTRACTOR's obligations apply regardless of whether or not a liability is caused or contributed to by the active or passive negligence of the City Indemnitees. However, to the extent that liability is caused by the active negligence or willful misconduct of the City Indemnitees, the CONTRACTOR's indemnification obligation shall be reduced in proportion to the City Indemnitees' share of liability for the active negligence or willful misconduct. In addition, the acceptance or approval of the CONTRACTOR's work or work product by the CITY or any of its directors, officers or employees shall not relieve or reduce the CONTRACTOR's indemnification obligations. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from CONTRACTOR'S performance of or operations under this Agreement, CONTRACTOR shall provide a defense to the City Indemnitees or at CITY'S option reimburse the City Indemnitees their costs of defense, including reasonable attorneys' fees, incurred in defense of such claims. B. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement, and shall survive the termination or completion of this Agreement for the full period of time allowed by law. 12. NONDISCRIMINATION. CONTRACTOR shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 13. COMPLIANCE WITH ALL LAWS. CONTRACTOR shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement. CONTRACTOR shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONTRACTOR shall release, defend, indemnify and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 14. NO THIRD PARTY BENEFICIARIES. CITY and CONTRACTOR do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party. 15. NOTICES. All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: TO CITY's Project Manager: Stacey Peterson City of San Rafael 1400 Fifth Avenue P.O. Box 151560 San Rafael, CA 94915-1560 6 TO CONTRACTOR's Project Director: Wendi Brown W. Brown Creative Partners 698 Lynn Lane Central Point, OR 97502 16. INDEPENDENT CONTRACTOR. For the purposes, and for the duration, of this Agreement, CONTRACTOR, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY. CONTRACTOR and CITY expressly intend and agree that the status of CONTRACTOR, its officers, agents and employees be that of an Independent Contractor and not that of an employee of CITY. 17. ENTIRE AGREEMENT -- AMENDMENTS. A. The terms and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. B. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the CONTRACTOR and the CITY. C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. D. The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the CONTRACTOR and the CITY. E. If any conflicts arise between the terms and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. 18. SET-OFF AGAINST DEBTS. CONTRACTOR agrees that CITY may deduct from any payment due to CONTRACTOR under this Agreement, any monies which CONTRACTOR owes CITY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 19. WAIVERS. The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 20. COSTS AND ATTORNEY'S FEES. The prevailing party in any action brought to enforce the terms and conditions of this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action. 21. CITY BUSINESS LICENSE / OTHER TAXES. CONTRACTOR shall obtain and maintain during the duration of this Agreement, a CITY business license as required by the San Rafael Municipal Code CONTRACTOR shall pay any and all state and federal taxes and any other applicable taxes. CITY shall not be required to pay for any work performed under this Agreement, until CONTRACTOR has provided CITY with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). 22. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL 4SCZ, City Ma ag ATTEST. ESTHER C. BEIRNE, City Clerk Name: vQV\CL4 Title: APPROVED AS TO FORM: ROBERT F. EPSTEIN, CiUy Atto Exhibit I GENERAL SCOPE OF WORK AND FEE SCHEDULE The City of San Rafael desires services related to recruitment, brochure development, advertisement planning and headhunting, candidate screening, panel coordination, oral board testing, interview scheduling and facilitation, reference checking, partial recruitment, and full service searches. FEE SCHEDULE: Consultant cost estimates for various recruitment related services are identified below: Creative Brochure only: $950.00; includes 3 rounds of edits Advertisine and headhuntinL7: $2,500 includes: o Meet with hiring authority o Produce recruitment announcement o Produce and implement advertising plan and manage that plan o Headhunt (LinkedIn, past lists, databases, associations, etc.) o Direct mail may be needed to reach a niche audience — if this is needed it will be included as an item in the advertising plan o No guarantee o No background or reference checks provided Advertising and creative expenses will be approximately $2,200 - 2,500. Partial recruitment — uD to interviews $8,900 plus expenses (expenses will be approximately $2,200 — 2,500 for the advertising plan and creative brochure). These services do not come with a guarantee and we do not do background and reference checks (see below list of services included). Develop a recruitment timeline Stakeholder interviews as needed Production of an advertising plan and implementation of that plan. WBCP is a LinkedIn recruiter which provides access to over 350 million profiles that can be searched based on licensure, background, geographic location, etc. We also have: o Access to public sector lists for email and direct mail in multiple states o An extensive database of contacts and resources Production of creative recruitment announcement: our background in marketing will sell City of San Rafael as an employer of choice and target your ideal candidates. We excel at designing content that attracts candidates to apply. We will produce an attractive pdf recruitment announcement to maximize your ROI. Screening of Candidates: this includes reviewing resumes and conducting phone screens with the top candidates. Short List Selection: we will review the top candidates we are recommending to our client which includes a one page summary of their strengths, resume, cover letter and share what we picked up on during our discussions with those candidates (this meeting will be conducted over the phone, not in person). Coordinate candidate invitations to interview times/days Production of recommended questions for interviews Not managed by WBCP: interview panel coordination, facilitation at interviews, background and reference checks. Full search services are $17,500 and approximately $3,500 in expenses. This includes everything above, but also includes: - Panel coordination - Panel facilitation (throughout the selection process) - Facilitator at interviews - Background and reference checks - 12 month guarantee CONTRACTOR shall undertake specific projects only after a written request to do so is provided to the PROJECT DIRECTOR by the CITY'S PROJECT MANAGER. Exhibit 2 INITIAL PROJECTS/SCOPE OF SERVICES 1. Develop recruitment brochure for the Deputy Public Works Director recruitment ($950). 2. Revision of Deputy Public Works Director recruitment from electronic format to print ($100 fee) 3. Full search service for Community Services Director, with City staff posting recruitments within the recruitment plan, the City paying for print materials, providing binders, paying for panel food expenses and other materials, making travel arrangements for candidates/recruiter, etc. to remove these type of costs from under the contract so costs remain within the contract limit ($18,950). �p,� RAFq�` ►1, A a /Ty WITH N"' y CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Human Resources Project Manager: Stacey Peterson Extension: 3069 Contractor Name: W. Brown Creative Partners Contractor's Contact: Wendi Brown Contact's Email: wendi@wbrowncreative.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor should be on ❑ file b. Email contract (in Word) & attachments to City 11/17/2016 Atty c/o Laraine.Gittens@cityofsanrafael.org 2 City Attorney a. Review, revise, and comment on draft agreement 12/1/2016 N LAG and return to Project Manager 11/29/2016 N LKG b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor 3 Project Manager Forward three (3) originals of final agreement to 12/14/2016 N contractor for their signature 4 Project Manager When necessary, * contractor -signed agreement` Pi N/A agendized for Council approval *PSA > $20,000; or Purchase > $35,000; or Or ❑ Public Works Contract > $125,000 Click here to Date of Council approval enter a date. PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City Attorney with printed copy of this routing form 6 City Attorney Review and approve hard copy of signed— agreement �V 7 City Attorney Review and approve insurance in PINS, and bonds , / (for Public Works Contracts) 8 City Manager/ Mayor Agreement executed by Council authorized official 9 City Clerk Attest signatures, retains original agreement and U forwards copies to Project Manager