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HomeMy WebLinkAboutCC Resolution 11913 (Labor Negotiation Services; Liebert Cassidy)RESOLUTION NO. 11913 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL APPROVING AND AUTHORIZING THE INTERIM CITY MANAGER TO EXECUTE AN AGREEMENT BETWEEN THE CITY OF SAN RAFAEL AND LIEBERT, CASSIDY AND WHITMORE, LLP, FOR LEGAL AND LABOR NEGOTIATIONS CONSULTING SERVICES (Beginning March 6, 2006 and Terminating December 31, 2006) 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 Manager of the CITY (or his designee) has been designated as the CITY'S representative in employer-employee relations, and WHEREAS, the City Manager is now and will be in the future engaged in meeting and conferring in good faith with representatives of such recognized employee organizations on matters relating to employment conditions and employer-employee relations, and WHEREAS, it is necessary and desirable that the CITY obtain the services of qualified persons to consult with and advise the City Council and the City Manager in employer-employee relations, and to assist the City Manager in meeting and conferring in good faith with representatives of the recognized employee organizations, and WHEREAS, the CONTRACTOR is trained, experienced and otherwise qualified to provide such services to the CITY. NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of San Rafael hereby approves and authorizes the Interim City Manager to execute an agreement between the City of San Rafael and Liebert, Cassidy and Whitmore, LLP, for legal and labor negotiations consulting services, in the form attached hereto and incorporated herein. I, Jeanne M. Leoncini, 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 San Rafael City Council held on the 6th day of March, 2006, by the following vote to wit: AYES: Councilmembers: Cohen, Heller, Miller, Phillips & Mayor Boro NOES: Councilmembers: None ABSENT: Councilmembers: None 40 /b . JE lvl. L_F,ONCIl�I, City Clerk 3 AGREEMENT BETWEEN THE CITY OF SAN RAFAEL AND LIEBERT, CASSIDY AND WHITMORE, LLP, FOR LABOR NEGOTIATIONS CONSULTING SERVICES This Agreement is made and entered into this 6t' day of March 2006, by and between t he CITY OF SAN RAFAEL (hereinafter "CITY"), and LIEBERT. CASSIDY and WHITMORE, LLP, (hereinafter "CONTRACTOR"). RECITALS 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 Manager of the CITY (or his designee) has been designated as the City's representative in employer-employee relations, and WHEREAS, the City Manager is now and will be in the future engaged in meeting and conferring in good faith with representatives of such recognized employee organizations on matters relating to employment conditions and employer-employee relations, and WHEREAS, it is necessary and desirable that the CITY obtain the services of qualified persons to consult with and advise the City Council and the City Manager in employer-employee relations, and to assist the City Manager in meeting and conferring in good faith with representatives of the recognized employee organizations, and WHEREAS, the CONTRACTOR is trained, experienced and otherwise qualified to provide such services to the CITY. NOW, THEREFORE, in consideration of the mutual terms and conditions hereinafter set forth, the CITY and CONTRACTOR agree as follows: PROJECT COORDINATION A. CITY. The City Manager shall be the representative of the CITY for all purposes under this Agreement. The City Manager, Ken Nordhoff, 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. Donna M. Williamson 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. w .:W Lj 2. DUTIES OF CONTRACTOR CONTRACTOR shall perform the duties and/or provide services as described in Exhibit " A " attached hereto and incorporated herein. 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, which may 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 Memorandums of Understanding (MOUs), 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 $80,000.00. Payment will be made monthly upon PROJECT MANAGER's receipt of itemized invoices submitted by CONTRACTOR. 5. TERM OF AGREEMENT The term of this Agreement shall commence upon the date of execution of this agreement and shall end on December 31, 2006. 6. TERMINATION Either party may terminate this Agreement without cause upon thirty (30) days written notice mailed or personally delivered to the other party. 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. Upon termination, any and all CITY documents or materials provided to CONTRACTOR and any and all of CONTRACTOR's documents described in paragraph 7 below, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after termination. 2 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 directly related to CONTRACTOR'S 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 comprehensive 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 (owned, non -owned, and hired vehicles) insurance policy 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 by section 10. A., shall also meet the following requirements: 1. 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; 2. Except for professional liability insurance, the insurance policies shall be endorsed for contractual liability and personal injury; 3. Except for professional liability insurance, the insurance policies shall be specifically endorsed to include the CITY, their officers, agents, employees and volunteers as additionally named insureds under the policies; 4. CONTRACTOR shall provide to PROJECT MANAGER, (a) Certificates of Insurance evidencing the insurance coverage required herein, and (b) specific endorsements naming CITY, their officers, agents, employees and volunteers as additional insureds under the policies; 5. 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 thirty (30) days written notice to CITY's PROJECT MANAGER; 6. PROJECT MANAGER and the City Attorney shall approve the insurance as to form and sufficiency. 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. 11. INDEMNIFICATION CONTRACTOR shall indemnify, release, defend and hold harmless CITY, their officers, agents, employees and volunteers, 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 errors or omissions of CONTRACTOR or CONTRACTOR's officers, agents and employees in the performance of their 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. 4 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: Mr. Ken Nordhoff, Interim City Manager City of San Rafael 1400 Fifth Avenue, Room 203 San Rafael CA 94901 TO CONTRACTOR: Ms. Donna Williamson, 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 CONTRACTOR, its officers, agents and employees be that of an Independent Contractor and not that of an employee of CITY. 17. ENTIRE AGREEMENT -- AMENDMENTS 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. 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. The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the k" CONTRACTOR and the CITY. 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. 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 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. 19. 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. 20. APPLICABLE LAW The laws of the State of California shall govern this Agreement. 6 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SA RAFAEL Interim City Hager ATTEST: ity-Clerk APPROVf-D AS TO ORM: �fty i CONTRACTOR By:Cj)t,,,A---, Name a nvy' IA, lit �.�< V Title: nN -�,�c.-% � � Jo lI,o.� i' &" �Si�� y Vr��'rurf` 7 WACity Managers- WorkFile\Agreements & Contracts\06\LCW labor negotiations.doc LCW Labor Negotiations Agreement Exhibit "A" Scope of Services As a standard part of our services we will draft, review and revise contract language. Additionally the services offered by LCW will be as follows, subject to the particular preferences of the City which can bring about modifications to our role: • Meet with City staff and/or elected officials prior to commencement of negotiations in order to best understand (and perhaps formulate) the goals and objectives of the City in addressing the meet and confer process, and to be made aware of the financial/political limitations upon reaching those goals and objectives. • Preparation time with City representatives prior to the commencement of each bargaining session. • Act as principal spokesperson and strategist during the bargaining process with the following bargaining units: Service Employees International Union (SEIU); Fire; Safety; and miscellaneous/non-represented groups. • Review and revise Employer/Employee Resolution. • Participate at closed sessions to receive direction from elected officials. In regards to basic labor relations services, we will make ourselves available to meet the City's needs and expectations. Compensation Professional Service Fees Pricing offered on a time -and -materials basis would be based on the hourly rates listed below. Invoices are payable upon receipt and due within 30 days. Donna Williamson ............................ $260 Roger Crawford ............................... $190 Unlike many firms, we do not normally bill for secretarial or word processing time, telephone toll charges, postage and ordinary copying expenses for in-house copies. Facsimile transmissions, completed at the request of the client or necessary to comply with court or other deadlines, are billed at the rate of $.50 per page. Our firm bills for travel time at the attorneys hourly rate - for the time it takes to travel from the office to our client and back, or the time it takes from the attorneys' residence to our client and back, whichever is less. We are proud of the depth of experience, varied personalities, and diversity of skills our firm offers our clients. The attorneys with whom you will work are experts in and knowledgeable about the latest issues affecting public sector management. Our attorneys regularly work with clients to ensure that they have prompt, quality answers to their questions. We are a proactive firm and we believe in assisting our clients to avoid problems and disputes before they arise. Likewise we strive to minimize the costs to our clients.