HomeMy WebLinkAboutCC Resolution 13622 (Labor Negotiation Services)RESOLUTION NO. 13622
RESOLUTION AUTHORIZING A PROFESSIONAL SERVICES AGREEMENT
NOT TO EXCEED $90,000 WITH LIEBERT CASSIDY WHITMORE
FOR LABOR NEGOTIATION SERVICES
WHEREAS, pursuant to the procedures established by the Meyers-Milias-Brown
Act (Government Code, Sections 3500 et seq.) and the CITY's Employer/Employee
Relations Resolution, the CITY has recognized eight (8) groups as employee
organizations; and
WHEREAS the CITY will begin negotiations to replace one labor agreement that
expires on October 31, 2013 and six agreements that will expire on June 30, 2014; and
WHEREAS, the significant work required to successfully negotiate new
agreements, coupled with minimal staffing available to participate "at the table" during
negotiations, necessitates the hiring of an outside firm to assist the CITY's negotiation
efforts; and
WHEREAS, the CITY has contracted with Liebert Cassidy Whitmore for labor
negotiations services in the past and recognizes that the CONTRACTOR is trained,
experienced and otherwise qualified to provide such services.
NOW, THEREFORE BE IT RESOLVED that the City Council of the City of San
Rafael hereby authorizes the City Manager to execute an Agreement for Professional
Services between the CITY and Liebert Cassidy Whitmore for Labor Negotiation services,
in an amount not to exceed $90,000 and in a form approved by the City Attorney.
I, ESTHER C. BEIRNE, Clerk of the City of San Rafael, hereby certify that the
foregoing Resolution was duly and regularly introduced and adopted at a regular meeting
of the City Council of said City held on Monday, the 7th of October 2013, by the following
vote, to wit:
AYES: COUNCIL MEMBERS: Colin, Connolly, Heller, McCullough & Mayor Phillips
NOES: COUNCIL MEMBERS: None
ABSENT- COUNCIL MEMBERS: None
ESTHER C. BEIRNE, City Clerk
AGREEMENT FOR PROFESSIONAL SERVICES NOT TO EXCEED $90,000 WITH
LIEBERT CASSIDY WHITMORE FOR LABOR NEGOTIATION SERVICES
This Agreement is made and entered into this -: day of October 2013, by and between
the CITY OF SAN RAFAEL (hereinafter "CITY"), and LIEBERT CASSIDY WHITMORE, a
Professional Corporation (hereinafter "CONTRACTOR").
AGREEMENT
NOW, THEREFORE, the parties hereby agree as follows:
1. PROJECT COORDINATION.
A. The City Manager shall be the representative of the CITY for all purposes under this
Agreement and ANIL COMELO, 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. CONTRACTOR shall assign a single PROJECT DIRECTOR
to have overall responsibility for the progress and execution of this Agreement for
CONTRACTOR. RICHARD BOLANOS is hereby designated as the PROJECT DIRECTOR for
CONTRACTOR.
2. DUTIES OF CONTRACTOR.
CONTRACTOR shall provide the CITY with consulting services pertaining to
employment relations matters, including representation in labor negotiations, as requested by
City.
3. DUTIES OF CITY.
CITY shall cooperate with CONTRACTOR in its performance under this agreement and
shall compensate CONTRACTOR as provided herein. CITY shall be responsible for certain
aspects of the labor negotiations process. Over the course of this agreement, CITY duties shall
include:
A. Calculating the cost of 1% of employee compensation to be used during the
negotiations process, which includes figures for each bargaining unit as well as an overall CITY
figure.
B. Completing necessary- survey work for benefit levels, salary comparisons, staffing
structure, industry practices or other data as may be needed during the negotiations process.
C. Providing current Memoranda of Understanding (MOU*s). Personnel Rules and
Regulations, CITY policies and other data that would assist CONTRACTOR in providing
negotiation services.
D. Preparing drafts of documents, proposals and contract agreements as mutually
agreed to by CITY and CONTRACTOR.
4. COMPENSATION.
For the full performance of the services described herein by CONTRACTOR, CITY shall
pay CONTRACTOR an amount NOT to exceed $90,000 for time spent in providing services,
including reasonable travel time, using the hourly rates specified in CONTRACTOR's "Fee
Schedule" attached hereto as EXHIBIT A and incorporated herein, and CONTRACTOR's
photocopy and telephone charges.
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 from the execution of this Agreement until
CONTRACTOR's completion of performance of all duties and services under this Agreement, or
August 31, 2014, whichever is earlier. The City Manager may extend the contract term, as
needed, for a period not to exceed twelve months.
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 tinder 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.
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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. 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 ($1,000,000) dollars per occurrence for death, bodily injury, personal injury, or property
damage.
2. An automobile liability insurance policy, for owned, non -owned, and hired
vehicles, in the minimum amount of one million ($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 $1,000,000) dollars to cover any claims arising out of the CONTRACTOR's
performance of services under this Agreement.
B. The insurance coverage required of the CONTRACTOR in Subparagraph A above,
shall also meet the following requirements:
1. Except for professional liability insurance, the insurance policies shall be
endorsed for contractual liability and personal injury.
2. Except for professional liability insurance, the insurance policies shall
provide in their text or shall be specifically endorsed to name the CITY, its officers, agents,
employees, and volunteers, as additionally named insureds under the policies, and to provide that
the insurance shall be primary with respect to any insurance or coverage maintained by CITY and
shall not call upon CITY's insurance or coverage for any contribution.
3. CONTRACTOR shall pros ide to City's Project Manager, (a) Certificates of
Insurance evidencing the insurance coverage required herein, and (b) text from the insurance
policies or the endorsements as specified in Subparagraph B(2).
4. The insurance policies shall 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 City's 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 insurance shall be approved as to form and sufficiency by PROJECT
MANAGER and the City Attorney.
C. 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.
D. Any deductibles or self-insured retentions in CONTRACTOR's insurance policies
must be declared to and approved by the City's Risk Manager and the City Attorney. 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.
11. INDEMNIFICATION.
A. Except as provided in Subparagraph B., CONTRACTOR shall indemnify,
release, defend and hold harmless CITY, its officers, and employees, against any claim, demand,
suit, judgment, loss, liability or expense of any kind, including attorney's fees, arising out of or
resulting in any way, in whole or in part, from any acts or omissions, intentional or negligent, of
CONTRACTOR or CONTRACTOR's officers, agents and employees in the performance of
their duties and obligations under this Agreement, provided that this indemnification shall not
apply in the case of City's sole negligence or willful misconduct.
B. Where the services to be provided by CONTRACTOR under this Agreement are
design professional services to be performed by a design professional as that term is defined
under Civil Code Section 2782.8, CONTRACTOR shall, to the fullest extent permitted by law,
indemnify. release, defend and bold harmless CITY, its officers, and employees, against any
claim, demand, suit, judgment, loss, liability or expense of any kind, including attorney's fees,
that arises out of,, pertains to, or relates to the negligence, recklessness, or willfirl misconduct of
CONTRACTOR in the performance of its duties and obligations under this Agreement.
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: Anil Comelo, Human Resources Director
City of San Rafael
1400 Fifth Ave. (P.O. Box 151560)
San Rafael, CA 94915-1560
TO CONTRACTOR: Richard Bolanos, Partner
Liebert Cassidy Whitmore
153 Townsend Street, Suite 520
San Francisco, CA 94107
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
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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 airy 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
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.
`1 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.
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21. CITY BUSINESS LICENSE / OTHER TAXES.
CONTRACTOR is exempt from the business license requirement of the San Rafael
Municipal Code because CONTRACTOR is based outside of San Rafael city limits.
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 tinder 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 LIERERT.CASSIDY �IITMORE
NANCY MACKLi, City Manager ;""kICHARD' AOLANOS,FPartner
ATTEST:
ESTHER C. BEIRNE, City Clerk
APPROVED AS TO FORM:
ROBERT F. EPSTEIN, Qity Attorney
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LIEBER T CASSIDY WHITMORE
FEE SCHEDULE
Effective 71112013
HOURLY RATES
Partners
Of Counsel
Associates
$300.00
$265.00
$180.00 - $245.00
Paraprofessionals & Litigation Support $70.00 - $140.00
CITY OF SAN RAFAEL
ROUTING SLIP / APPROVAL FORM
INSTRUCTIONS: USE THIS FORM WITH EACH SUBMITTAL OF A CONTRACT, AGREEMENT,
ORDINANCE OR RESOLUTION BEFORE APPROVAL BY COUNCIL / AGENCY.
SRRA / SRCC AGENDA ITEM NO. 4.f
DATE OF MEETING: October 7, 2013
FROM: Anil Comelo, Human Resources Director
DEPARTMENT: Human Resources / Management Services
DATE: September 23, 2013
TITLE OF DOCUMENT: Resolution Authorizing a Professional Services Agreement not to exceed $90,000
with Liebert Cassidy Whitmore for Labor Negotiation Services
4'�.
epartment Head (signature)
(LOWER HALF OF FORM FOR APPROVALS ONLY)
APPROVED AS COUNCIL / AGENCY APPROVED AS TO FORM:
AGENDA ITEM:
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City Manager (signature) City Attorney (signature) r
NOT APPROVED
REMARKS: