HomeMy WebLinkAboutHR Human Resources ConsultingAGREEMENT FOR PROFESSIONAL SERVICES
FOR HUMAN RESOURCES CONSUL TING
This Agreement is made and entered into as of the l51 day of October 2018, by and between
the CITY OF SAN RAFAEL (hereinafter "CITY"), and BRYCE CONSULTING, INC. (hereinafter
"CONTRACTOR").
RECITALS
WHEREAS, the City of San Rafael desires services related to organizational structure,
compensation studies, and equity and compaction studies; and
WHEREAS, Bryce Consulting, Inc. 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. SHELLIE ANDERSON 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 as requested from time
to time in writing by the PROJECT MANAGER, and initially shall perform the duties and/or provide
services for three projects as described in CONTRACTOR'S Cost Estimate dated September 19,
2018, attached hereto as Exhibit "1" and incorporated herein. As additional work is requested, the
scope of each additional project, with compensation therefor, as agreed by CITY and
CONTRACTOR, shall be set forth in writing and attached as additional exhibits hereto.
RIGINAL
3. DUTIES OF CITY.
CITY shall pay the compensation as provided in Paragraph 4, and perform the duties as
described in Exhibit "1" attached and incorporated herein, or in other Exhibits attached from time to
time as described in Section 2 above.
4. COMPENSATION.
For the full performance of the services by CONTRACTOR described in Exhibit "l"
attached hereto, CITY shall pay CONTRACTOR as described in Exhibit "I". If and when
additional services may be requested by the PROJECT MANAGER pursuant to this Agreement, then
such services and the compensation to be paid for them, as mutually agreed by CITY and
CONTRACTOR, shall be set forth in detail in one or more additional exhibits attached hereto from
time to time, as set forth in Section 2 above, and CITY shall pay compensation as set forth in such
exhibits. Provided, however, that in no event shall the total amount of compensation payable to
CONTRACTOR for services provided pursuant to this Agreement exceed $25,000, including
reimbursement of expenses.
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 on October 151, 2018 and ending
on October 151, 2019. 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 ofup 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.
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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. ASSIGN ABILITY.
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.
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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 010413.
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
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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 lndemnitees 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.
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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:
TO CONTRACTOR's Project Director:
16. INDEPENDENT CONTRACTOR.
Cristine Alilovich
City of San Rafael
1400 Fifth A venue
P.O. Box 151560
San Rafael, CA 94915-1560
Shellie Anderson
Bryce Consulting, Inc.
3436 American River Dr #7 A
Sacramento, CA 95864
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
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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 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
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all state and federal taxes and any other applicable taxes. CITY shall not be required to pay for any
work perfmmed 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.
23. COUNTERPARTS AND ELECTRONIC SIGNATURE.
This Agreement may be executed in any number of counterparts, each of which shall be
deemed an original, but all of which together shall constitute one document. Counterpart signature
pages may be delivered by telecopier, email or other means of electronic transmission.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month
and year first above written.
CITY OF SAN RAFAEL
JI
ATTEST:
LINDSAY LARA, City Clerk
APPROVED AS TO FORM:
8
CONTRACTOR
By:4J &
Name: :-V:-e.a:.,,....,, 6...,\ \ 1, v>,c,.
Title: Pr::e ~-,c\:-.,,-\::;
[If Contractor is a corporation, add signature of second
corporate officer]
. / ,t,/~1 .l.1 _,-c4 1lv.{.{__;:/7--•
(B_y~-/-~~-\v'_L_A_v_v_~----------
Name: :_"S h i1 ! I , L-;1 J1 d-(r 5 r-vi
EXHIBIT 1
September 19, 2018
Ms. Cristine Alilovich
Assistant City Manager
City of San Rafael
Dear Ms. Alilovich:
As requested, below are a work plan, cost estimate and timeline for updating the compensation
studies that were conducted in 2017 and 2018 in addition to surveying additional classifications
to ensure that all units are represented. It is estimated that approximately 70 benchmark
classifications will be surveyed.
Task Hours Cost Week
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
Project Initiation 2 $340 1
Research and Confirm Survey Parameters with the City 4 $680 1
Contact Survey Employers and Prepare Information Packet 2 $340 2
Collect and Analyze Survey Data 40 $6,800 3-5
Review Preliminary Survey Results with the City 8 $1,360 6-7
Conduct Follow-up Data Collection 6 $1,020 7
Prepare Preliminary Salary Plan and Internal Relationship 8 $1,360 8
Analysis
Review and Revise Salary Plan with the City 8 $1,360 9
Prepare and Review Compensation Survey Report and 6 $1,020 10
Recommendations
Prepare and Present Final Report 2 $340 10
Professional Hours and Cost 86 $14,620
The only additional costs would be for expenses related to mileage estimated to be $200.
Please feel free to call me at (916) 974-0199 if you need any more information.
Sincerely,
Shellie Anderson
3436 American River Drive, Ste. 7A, California 95864
tel 916-974-0199
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: Cristine Alilovich Extension: 3384
Contractor Name: Bryce Consulting, Inc.
Contractor's Contact: Shellie Anderson Contact's Email: Click here to enter text.
D 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 Click. here to □
enter a elate.
b. Email contract (in Word) and attachments to City ( lick here to
Attorney c/o Laraine.Gittens@cityofsanrafael.org enter a date. □
2 City Attorney a. Review, revise, and comment on draft agreement 10/5/2018 lg] LG
and return to Project Manager 10/5/2018 lg] LG
b. Confirm insurance requirements, create Job on
PINS, send PINS insurance notice to contractor
3 Department Director Approval of final agreement form to send to Click or tap □ --
contractor to enter a
elate.
4 Project Manager Forward three (3) originals of final agreement to 10/8/2018 lg]
contractor for their signature ,_£ -fYV...,J!. ee-.f . l 17rJ;,-I AC. h, Lv-N--cL. .
5 Project Manager When necessary, contractor-signed agreement (Jig] N/A
agendized for City Council approval *
*City Council approval required for Professional Services □ Agreements and purchases of goods and services that exceed Or $75,000; and for Public Works Contracts that exceed $175,000
Click here to
Date of City Council approval enter a date.
PRINT CONTINUE ROUTING PROCESS WITH HARD COPY
6 Project Manager Forward signed original agreements to City 10 I 21 /,B i Attorney with printed copy of this routing form
7 City Attorney Review and approve hard copy of sign~~ io ¾1 ~·v u~ agreement ~ l
8 City Attorney Review and approve insurance in PINS ,'1 bonds lo 11411i 1 ] ,, }Jj (for Public Works Contracts)
9 City Manager/ Mayor Agreement executed by City Council at horized 10 ,U/tr Y"'
official )~
10 City Clerk Attest signatures, retains original :;rement and \ -\\J'\A?M \o l3,}\9J forwards copies to Project Ma nag 77'-lvv
,1