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HomeMy WebLinkAboutHR Sonoma-Marin Employment Relations Consortium ServicesRev. 08.22 1 AGREEMENT FOR PROFESSIONAL SERVICES BY AND BETWEEN THE CITY OF SAN RAFAEL AND LIEBERT CASSIDY WHITMORE, A PROFESSIONAL CORPORATION FOR SONOMA/MARIN EMPLOYMENT RELATIONS CONSORTIUM SERVICES This Agreement is made and entered into as of ________________________ (the “Effective Date”), by and between the CITY OF SAN RAFAEL, a chartered California municipal corporation (hereinafter "CITY"), and LIEBERT CASSIDY WHITMORE, A PROFESSIONAL CORPORATION, a California corporation (hereinafter "CONSULTANT"). CITY and CONSULTANT may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.” RECITALS A. CITY desires to secure professional services more fully described in this Agreement, at Exhibit A, entitled “SCOPE OF SERVICES”; and B. CONSULTANT represents that it, and its subcontractors, if any, have the professional qualifications, expertise, and necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of CITY; and C. The Parties have specified herein the terms and conditions under which such services will be provided and paid for. NOW, THEREFORE, the parties hereby agree as follows: AGREEMENT 1. SERVICES TO BE PROVIDED. Except as otherwise may be expressly specified in this Agreement, CONSULTANT shall furnish all technical and professional services, including labor, material, equipment, transportation, supervision and expertise (collectively referred to as “Services”) to satisfactorily complete the work required by CITY at its sole risk and expense. Services to be provided to CITY are more fully described in Exhibit A entitled “SCOPE OF SERVICES.” CONSULTANT acknowledges that the execution of this Agreement by CITY is predicated upon representations made by CONSULTANT in that certain proposal, dated December 27, 2024 (“Proposal”) set forth in Exhibit A, which constitutes the basis for this Agreement. 2. COMPENSATION. In consideration for CONSULTANT’s complete performance of Services, CITY shall pay CONSULTANT for all materials provided and services rendered by CONSULTANT an annual 01/13/2025 v 08.22 2 fixed fee of $4,215 for membership fees and at the unit rates and rates per hour for labor for additional services, as further described in Exhibit A, provided that the total amount payable under this Agreement does not exceed $9,999. CONSULTANT will bill City on a monthly basis for Services provided by CONSULTANT during the preceding month, subject to verification by CITY. CITY will pay CONSULTANT within thirty (30) days of City’s receipt of invoice. 3. TERM OF AGREEMENT. Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on the Effective Date of this Agreement and terminate on December 31, 2026. 4. 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. CONSULTANT’S Project Director. CONSULTANT shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONSULTANT. Melanie Chaney is hereby designated as the PROJECT DIRECTOR for CONSULTANT. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR, for any reason, the CONSULTANT shall notify the CITY within ten (10) business days of the substitution. 5. 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 CONSULTANT and any and all of CONSULTANT'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. v 08.22 3 6. OWNERSHIP OF DOCUMENTS. The written documents and materials prepared by the CONSULTANT 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. 7. INSPECTION AND AUDIT. Upon reasonable notice, CONSULTANT shall make available to CITY, or its agent, for inspection and audit, all documents and materials maintained by CONSULTANT in connection with its performance of its duties under this Agreement. CONSULTANT shall fully cooperate with CITY or its agent in any such audit or inspection. 8. 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. 9. INSURANCE REQUIREMENTS. During the term of this Agreement, and for any time period set forth in Exhibit B, CONSULTANT shall procure and maintain in full force and effect, at no cost to CITY insurance policies with respect to employees and vehicles assigned to the performance of Services under this Agreement with coverage amounts, required endorsements, certificates of insurance, and coverage verifications as defined in Exhibit B. 10. INDEMNIFICATION. A. Except as otherwise provided in subparagraph B of this section, CONSULTANT 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 CONSULTANT’S performance of its obligations or conduct of its operations under this Agreement. The CONSULTANT'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 CONSULTANT'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 CONSULTANT’s work or work product by the CITY or any of its directors, officers or employees shall not relieve or reduce the CONSULTANT’s indemnification obligations. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from CONSULTANT’S performance of or operations under this Agreement, v 08.22 4 CONSULTANT 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. Where the services to be provided by CONSULTANT 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, then, to the extent permitted by law including without limitation, Civil Code sections 2782, 2782.6 and 2782.8, CONSULTANT shall indemnify and hold harmless the CITY and its officers, officials, and employees (collectively City Indemnitees) from and against damages, liabilities or costs (including incidental damages, Court costs, reasonable attorney’s fees as may be determined by the Court, litigation expenses and fees of expert witnesses incurred in connection therewith and costs of investigation) to the extent they are caused by the negligence, recklessness, or willful misconduct of CONSULTANT, or any subconsultants, or subcontractor or anyone directly or indirectly employed by them, or anyone for whom they are legally liable (collectively Liabilities). Such obligation to hold harmless and indemnify any indemnity shall not apply to the extent that such Liabilities are caused in part by the negligence or willful misconduct of such City Indemnitee. C. 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. 11. NONDISCRIMINATION. CONSULTANT 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. 12. COMPLIANCE WITH ALL LAWS. CONSULTANT 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. CONSULTANT shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONSULTANT 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. 13. NO THIRD PARTY BENEFICIARIES. CITY and CONSULTANT 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. v 08.22 5 14. 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: Marissa Sanchez, Human Resources Director 1400 Fifth Avenue San Rafael, CA 94901 To CONSULTANT’s Project Director: Melanie Chaney, Co-Managing Partner 6033 W. Century Blvd., 5th Floor Los Angeles, CA 90045 15. INDEPENDENT CONTRACTOR. For the purposes, and for the duration, of this Agreement, CONSULTANT, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY. CONSULTANT and CITY expressly intend and agree that the status of CONSULTANT, its officers, agents and employees be that of an Independent Contractor and not that of an employee of CITY. 16. 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 CONSULTANT 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 CONSULTANT 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. 17. SET-OFF AGAINST DEBTS. CONSULTANT agrees that CITY may deduct from any payment due to CONSULTANT under this Agreement, any monies which CONSULTANT owes CITY under any ordinance, v 08.22 6 agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 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. CITY BUSINESS LICENSE / OTHER TAXES. CONSULTANT shall obtain and maintain during the duration of this Agreement, a CITY business license as required by the San Rafael Municipal Code, and CONSULTANT 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 CONSULTANT has provided CITY with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). 21. SURVIVAL OF TERMS. Any terms of this Agreement that by their nature extend beyond the term (or termination) of this Agreement shall remain in effect until fulfilled and shall apply to both Parties’ respective successors and assigns. 22. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. 23. COUNTERPARTS AND ELECTRONIC SIGNATURE. This Agreement may be executed by electronic signature and 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. v 08.22 7 [Signatures are on the following page.] v 08.22 8 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL: _________________________________ MARISSA SANCHEZ, Human Resources Director APPROVED AS TO FORM: Office of the City Attorney _________________________________ By: ROBERT F. EPSTEIN, City Attorney ATTEST: City Clerk _________________________________ LINDSAY LARA, City Clerk CONSULTANT: __________________________________ By: ____________________________ Name: ____________________________ Title: ____________________________ [If CONSULTANT is a corporation, add signature of second corporate officer] __________________________________ By: ____________________________ Name: ____________________________ Title: ____________________________ Melanie L Chaney (Jan 10, 2025 07:49 PST) Melanie L Chaney Melanie L Chaney Firm Co-Managing Partner Liebert Cassidy Whitmore *e-/ +./ein (Jan 10, 2025 1т:1х PST) 8REeUW +SVWein Ma-i..a Sanhe5 (Jan 1т, 2025 0ч:20 PST) MaUiVVa 9anFhe] Lin.ay La-a (Jan 1т, 2025 09:5ч PST) LinGVay LaUa Rev. 08.22 A-1 EXHIBIT A SCOPE OF SERVICES The Services to be performed for CITY by CONSULTANT under this Agreement are more fully described in CONSULTANT’s proposal, which is attached to this Exhibit A. 6033 WEST CENTURY BOULEVARD,5TH FLOOR LOS ANGELES, CALIFORNIA 90045 T: 310.981.2000 F: 310.337.0837 Los Angeles | San Francisco | Fresno | San Diego| Sacramento www.lcwlegal.com December 27, 2024 Marissa Sanchez Human Resources Director City of San Rafael 1400 Fifth Ave, Room 203 San Rafael, CA 94901 marissa.sanchez@cityofsanrafael.org alissa.curtin@cityofsanrafael.org Re:Sonoma/Marin Employment Relations Consortium Dear Ms. Sanchez: We look forward to another successful year with the Sonoma/Marin Employment Relations Consortium. The consortium committee has selected a wide variety of topics for your managers and supervisors. We are pleased to provide the consortium with Four (4) full days of training annually, our monthly newsletter and telephone consultation. Enclosed is an Agreement for Special Services for your signature. If you are not the authorized signer for your organization, you can simply forward the DocuSign email to the authorized signer. Once signed you will be able to download a fully executed copy for your records. You will note that the enclosed contract includes the extension of your existing Liebert Library subscription. Library subscription is optional and should you want to change or cancel your subscription simply notify the firm at Library@lcwlegal.com. Planning meeting notes were emailed separately, and we will send the annual workshop schedule out shortly. Some members have requested information regarding our customized training. We provide training outside of the consortium on a variety of topics, all of which can be customized to include your policies and procedures. The rates vary depending on the presenter. We are willing to provide this customized training for an individual Consortium Member or a group of agencies so that the rate can be pro-rated. If you have any questions about this program or our services, do not hesitate to contact me at (310) 981- 2055 or cweldon@lcwlegal.com. Very truly yours, LIEBERT CASSIDY WHITMORE Cynthia S. Weldon Director of Marketing and Training Enclosures SA026 AGREEMENT FOR SPECIAL SERVICES This Agreement is entered into between the City of San Rafael, A Municipal Corporation, hereinafter referred to as "Consortium Member," and the law firm of LIEBERT CASSIDY WHITMORE, A Professional Corporation, hereinafter referred to as "LCW" for the below described special services (“Agreement”). Consortium Member and LCW may be referred to herein individually as “Party” or collectively as “Parties.” WHEREAS Consortium Member has the need to secure expert training and consulting services to assist Consortium Member in its workforce management and employee relations; and WHEREAS LCW is specially experienced and qualified to perform the special services desired by the Consortium Member and is willing to perform such services; NOW, THEREFORE, Consortium Member and LCW agree as follows: 1. Term & Termination: This Agreement is effective January 1, 2025 and shall remain in effect until terminated by either Party. Either Party may terminate this agreement by providing thirty (30) days written notice to the other Party using the contact information in the signature blocks. Upon receipt of the notice and as of December 31st of the year during which notice was received, the Agreement shall be considered terminated. 2. LCW's Services: Annually, from January 1st through December 31st, LCW will provide an annual membership in a consortium and the Liebert Library, which includes the following Services, including the Materials as defined below, to Consortium Member (and the other consortium members) in exchange for payment in full of the Fee defined below: A. Four (4) days of group training workshops covering various trainings applicable to Consortium Member, with the specific subjects covered and lengths of individual workshop presentations to be determined by Consortium Member and the other members of the consortium. B. Availability of LCW attorney for Consortium Member to consult by telephone. Consortium calls cover questions that the attorney can answer quickly with little research. They do not include the review of documents, in depth research, written responses (like an opinion letter) or advice on on-going legal matters. The caller will be informed if the question exceeds the scope of consortium calls. Should the caller request, the attorney can assist on items that fall outside the service, but these matters will be billed at the attorney’s hourly rate. (See Additional Services section.) C. Providing of a monthly newsletter covering employment relations developments. D. Access to the Liebert Library at the PREMIUM subscription level. 3. Fee: The current cost for membership in the Sonoma/Marin Employment Relations Consortium and Premium Liebert Library membership is an aggregate amount of $4,215.00, (Four Thousand Two Hundred Fifteen Dollars), (“Fee”). Payment of the annual Fee is due by February 1 each year to cover that year’s membership. There is a $100 late fee for payments received by LCW after this date. The Fee will cover the above Services, including related development and distribution of written materials provided to attendees at the training programs (also “Materials”). LCW reviews its consortium rates on an annual basis, and if appropriate, adjusts them effective January 1st. LCW will provide Consortium Member with written notification of any adjustments in the rates and Consortium Member agrees to pay such adjusted rates or notify LCW of its intent to cancel its membership. SA026 4.Additional Services: LCW shall, as and when requested by Consortium Member, make itself available to Consortium Member to provide representational, litigation, and other services that are not included within the Services or Materials described herein (“Additional Services”). The Consortium Member will be billed for the actual time such Additional Services are rendered, including reasonable travel time, plus any necessary and reasonable costs and expenses. The range of hourly rates for attorney time is from Two Hundred Seventy to Four Hundred Sixty Dollars ($270.00 - $460.00) per hour for attorney staff, Two Hundred Ninety to Three Hundred Dollars ($290.00 - $300.00) per hour for Labor Relations/HR Consultant, Two Hundred Ten to Two Hundred Twenty Dollars ($210.00 - $220.00) per hour for compensation, classification and labor relations analyst and from One Hundred Fifty to One Hundred Ninety Dollars ($150.00 - $190.00) per hour for services provided by paraprofessional and litigation support staff. Attorneys, paraprofessional and litigation support staff bill their time in minimum units of one-tenth of an hour. LCW reviews its hourly rates on an annual basis and if appropriate in its discretion, adjusts them effective July 1. LCW will provide the Consortium Member with written notification of any adjustments in the ranges of hourly rates. 5. Ownership & Use of Materials: LCW shall have and retain ownership of all intellectual property rights, including patent rights, copyrights, moral rights, trademark rights, trade name rights, service mark rights, trade dress rights, trade secret rights, proprietary rights, privacy rights, and publicity rights, whether or not those rights have been filed, registered or applied for under any statute or are protected or protectable under applicable law existing at the time the Parties enter into this Agreement with regard to the Materials ("Intellectual Property Rights"). LCW will retain ownership of its Intellectual Property Rights. Consortium Member understands that the Material used during these presentations, including written handouts and projected power points are provided solely for the contracted workshops. Consortium Member warrants there will be no future use of LCW Material in other trainings without the expressed written permission of LCW. To the fullest extent permitted by law, Consortium Member hereby waives and release LCW, and each of their officers and employees (“Released Party(ies)”) from any and all claims, demands, damages, or liabilities, including, but not limited to, those for the ordinary negligence of a Released Party, claims for bodily injury, personal injury or illness, emotional distress, property damage, wrongful death, consequential damages, economic damages, infringement, and attorney’s fees and costs (“Claims” or “Claim”), which arise from or relate to Consortium Member’s unauthorized use of or modification of Material or breach of this Agreement. This release does not apply to a Released Party to the extent a Claim is caused by the willful misconduct or gross negligence of that Released Party. 6. No Representation or Warranty. LCW does not make any specific promise, representation or warranty regarding the Materials. LCW is not responsible for updating the Materials and, as time passes, the Materials may become outdated or contrary to applicable laws. LCW does not guarantee that the Materials will meet the needs of the Consortium Member or achieve certain results. LCW provides the Materials “AS IS” and without any warranty of any kind and any use by Consortium Member is at their own risk. LCW expressly disclaims any and all warranties, including the implied warranty of merchantability, fitness for a particular purpose and non-infringement to the fullest extent permitted by law. To the fullest extent permitted by law, Consortium Member releases LCW from Claims arising from their use or modification of the Materials. 7. Professional Liability Insurance. The California Business & Professions Code requires an attorney to inform a client whether the attorney maintains errors and omissions insurance coverage applicable to the Services. LCW confirms that LCW maintains such insurance coverage. SA026 8. Artificial Intelligence Attorney policy permits attorneys to utilize generative artificial intelligence (“AI”) tools, e.g. Lexis+ AI, in the performance of their work, but only in compliance with the firm’s Use of Artificial Intelligence Tools policy. Attorneys may use AI tools to assist in researching and preparing initial drafts. Attorneys may not use AI work product without applying their own independent legal judgment. They may not disclose confidential information to unsecure AI tools, and carefully check all AI-generated results for both accuracy and bias. 9. Disputes. If a dispute between Consortium Member and LCW arises over fees charged for services, the controversy will be submitted to binding arbitration in accordance with the rules of the California State Bar Fee Arbitration Program, set forth in California Business and Professions Code, sections 6200 through 6206. The arbitrator or arbitration panel shall have the authority to award to the prevailing party attorneys’ fees, costs and interest incurred in such arbitration. Any arbitration award may be served by mail upon either side and personal service shall not be required. If a dispute arises between Consortium Member and LCW over any other aspect of the attorney-client relationship, including, without limitation, a claim for breach of professional duty, that dispute will also be resolved by arbitration. Both Parties to this agreement, by entering into it, are giving up their constitutional right to have any such dispute decided in a court of law before a jury, and instead are accepting the use of arbitration. Each Party is to bear its own attorney’s fees and costs. 10. File Retention. LCW will return Consortium Member provided documents upon request at the conclusion of Services. If Consortium Member does not request the return of such documentation, LCW will retain it for a period of seven (7) years after conclusion of the Services. If Consortium Member does not request delivery of such documentation before the end of the seven (7) year period, LCW will have no further obligation to retain the file and may, at LCWs’ discretion, destroy it without further notice to Consortium Member. At any point during the seven (7) year period, Consortium Member may request delivery of the file. 11. Miscellaneous. It is understood and agreed that LCW is and shall remain an independent contractor under this Agreement. The Parties acknowledge that: (1) LCW is free from the control and direction of Consortium Member in connection with the performance of Services; (2) LCW performs Services outside the usual course of Consortium Member’s business; and (3) LCW is customarily engaged in an independently established trade, occupation, or business of the same nature as the LCW performs for Consortium Member. This Agreement will be governed by and construed in This Agreement, and any Exhibits, represents the entire and integrated contract between Consortium Member and LCW, and supersedes all prior representations, or agreements. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining valid provisions will nevertheless continue in full force and effect. No modification to any provision of this Agreement shall be effective unless approved in writing and signed by both Parties. The failure of a Party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of either Party thereafter to enforce each and every provision herein. The signators to this Agreement are authorized to execute this Agreement on behalf of and bind their respective Parties hereto. This Agreement may be executed in counterparts (including counterparts delivered by facsimile or other electronic means), which taken together will form one legal instrument. SA026 ACCEPTED AND AGREED on the date indicated below: LIEBERT CASSIDY WHITMORE A Professional Corporation Attn: Melanie Chaney 6033 W. Century Blvd., 5th Floor Los Angeles, CA 90045 Email: mchaney@lcwlegal.com CITY OF SAN RAFAEL A Municipal Corporation By:By: Melanie Chaney / Co-Managing Partner Name: Date:Title: Date: 12/30/2024 6033 WEST CENTURY BOULEVARD,5TH FLOOR LOS ANGELES, CALIFORNIA 90045 T: 310.981.2000 F: 310.337.0837 Los Angeles | San Francisco | Fresno | San Diego| Sacramento www.lcwlegal.com SELECTION OF SERVICES December 27, 2024 Marissa Sanchez Human Resources Director City of San Rafael 1400 Fifth Ave, Room 203 San Rafael, CA 94901 (SA026-10000) Invoice Number: 283950 Sonoma/Marin Employment Relations Consortium Membership: January 1, 2025 through December 31, 2025 ERC Membership w/ Premium Liebert Library Subscription Premium Subscription provides unlimited access to LCW workbooks in digital format, as well as over 200 sample forms, model policies and checklists that can be downloaded and used as templates. $4,215.00 For more information about the Liebert Library, please visit www.liebertlibrary.com, or email library@lcwlegal.com. Please add an additional $100.00 to your payment over the amount specified above as a late fee if payment is sent after February 1, 2025. Rev. 08.22 B-1 EXHIBIT B INSURANCE REQUIREMENTS During the term of this Agreement, and for any time period set forth below, CONSULTANT shall procure and maintain in full force and effect, at no cost to CITY insurance policies with respect to employees and vehicles assigned to the performance of Services under this Agreement with coverage amounts, required endorsements, certificates of insurance, and coverage verifications as defined in this Exhibit B. A. Scope of Coverage. During the term of this Agreement, CONSULTANT shall maintain, at no expense to CITY, the following insurance policies: 1. Commercial general liability. 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. Automobile liability. An automobile liability (owned, non-owned, and hired vehicles) insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence. 3. Professional liability. 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 CONSULTANT's performance of services under this Agreement. Where CONSULTANT is a professional not required to have a professional license, CITY reserves the right to require CONSULTANT to provide professional liability insurance pursuant to this section. 4. Workers’ compensation. If it employs any person, CONSULTANT shall maintain workers’ compensation insurance, as required by the State of California, with statutory limits, and employer’s liability insurance with limits of no less than one million dollars ($1,000,000) per accident for bodily injury or disease. CONSULTANT’s workers’ compensation insurance shall be specifically endorsed to waive any right of subrogation against CITY. B. Other Insurance Requirements. The insurance coverage required of the CONSULTANT in subparagraph A of this section above shall also meet the following requirements: 1. Except for professional liability insurance or workers’ compensation insurance, the insurance policies shall be specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as additional insureds (for both ongoing and completed operations) under the policies. 2. The additional insured coverage under CONSULTANT’s insurance policies shall be “primary and noncontributory” 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 CONSULTANT’S policies shall be at least as broad as v 08.22 B-2 ISO form CG20 01 04 13. 3. Except for professional liability insurance or workers’ compensation insurance, the insurance policies shall include, in their text or by endorsement, coverage for contractual liability and personal injury. 4. By execution of this Agreement, CONSULTANT hereby grants to CITY a waiver of any right to subrogation which any insurer of CONSULTANT may acquire against CITY by virtue of the payment of any loss under such insurance. CONSULTANT agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not CITY has received a waiver of subrogation endorsement from the insurer. 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. No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of the CONSULTANT under this Agreement. 9. CONSULTANT agrees to ensure that subcontractors, and any other party involved with the Services, who is brought onto or involved in the performance of the Services by CONSULTANT, provide the same minimum insurance coverage required of CONSULTANT, except as with respect to limits. CONSULTANT agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. CONSUTLANT agrees that upon request by CITY, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the performance of Services will be submitted to CITY for review. 10. CONSULTANT agrees to be responsible for ensuring that no contract used by any party involved in any way with the Services reserves the right to charge CITY or CONSULTANT for the cost of additional insurance coverage required by this Agreement. Any v 08.22 B-3 such provisions are to be deleted with reference to CITY. It is not the intent of CITY to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against CITY for payment of premiums or other amounts with respect thereto. C. Deductibles and SIR’s. Any deductibles or self-insured retentions in CONSULTANT's insurance policies must be declared to and approved by the CITY 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 CONSULTANT shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney’s fees and defense expenses. D. Proof of Insurance. CONSULTANT shall provide to the PROJECT MANAGER 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 CONSULTANT. 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 the CITY. CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. / Step RESPONSIBLE DEPARTMENT DESCRIPTION COMPLETED DATE REVIEWER Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor b. Email contract (in Word) and attachments to City Attorney c/o Laraine.Gittens@cityofsanrafael.org Click here to enter a date. 1/6/2025 ☐ amc ☒ 2 City Attorney a. Review, revise, and comment on draft agreement and return to Project Manager b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor 1/6/2025 1/6/2025 ☒ NT ☒ NT 3 Department Director Approval of final agreement form to send to contractor 1/6/2024 ☒ amc for ms 4 Project Manager Forward three (3) originals of final agreement to contractor for their signature 1/7/2024 ☒amc 5 Project Manager When necessary, contractor-signed agreement agendized for City Council approval * *City Council approval required for Professional Services Agreements and purchases of goods and services that exceed $75,000; and for Public Works Contracts that exceed $175,000 Date of City Council approval ☒ N/A Or Click here to enter a date. ☐ PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 6 Project Manager Forward signed original agreements to City Attorney with printed copy of this routing form 7 City Attorney Review and approve hard copy of signed agreement 8 City Attorney Review and approve insurance in PINS , and bonds (for Public Works Contracts) 9 City Manager / Mayor Agreement executed by City Council authorized official 10 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Human Resources Project Manager: Alissa Curtin for Marissa Sanchez Extension: 3069 Contractor Name: Liebert Cassidy Whitmore Contractor’s Contact: Kathy King Contact’s Email: kking@lcwlegal.com ☐ FPPC: Check if Contractor/Consultant must file Form 700 LCW CofSR PSA 2025-2026 Final Audit Report 2025-01-13 Created:2025-01-07 By:alissa curtin (alissa.curtin@cityofsanrafael.org) Status:Signed Transaction ID:CBJCHBCAABAA81ceYCV6Z2pJlm721Tv-JPOkMeqMioN6 "LCW CofSR PSA 2025-2026" History Document created by alissa curtin (alissa.curtin@cityofsanrafael.org) 2025-01-07 - 9:11:31 PM GMT Document emailed to Melanie Chaney (mchaney@lcwlegal.com) for signature 2025-01-07 - 9:11:45 PM GMT Email viewed by Melanie Chaney (mchaney@lcwlegal.com) 2025-01-10 - 3:48:00 PM GMT Signer Melanie Chaney (mchaney@lcwlegal.com) entered name at signing as Melanie L Chaney 2025-01-10 - 3:49:26 PM GMT Document e-signed by Melanie L Chaney (mchaney@lcwlegal.com) Signature Date: 2025-01-10 - 3:49:28 PM GMT - Time Source: server Document emailed to Laraine Gittens (laraine.gittens@cityofsanrafael.org) for approval 2025-01-10 - 3:49:30 PM GMT Email viewed by Laraine Gittens (laraine.gittens@cityofsanrafael.org) 2025-01-10 - 6:04:08 PM GMT Document approved by Laraine Gittens (laraine.gittens@cityofsanrafael.org) Approval Date: 2025-01-10 - 6:07:33 PM GMT - Time Source: server Document emailed to Robert Epstein (rob.epstein@cityofsanrafael.org) for signature 2025-01-10 - 6:07:34 PM GMT Email viewed by Robert Epstein (rob.epstein@cityofsanrafael.org) 2025-01-10 - 9:16:37 PM GMT Document e-signed by Robert Epstein (rob.epstein@cityofsanrafael.org) Signature Date: 2025-01-10 - 9:16:57 PM GMT - Time Source: server Document emailed to Lindsay Lara (city.clerk@cityofsanrafael.org) for approval 2025-01-10 - 9:16:59 PM GMT Email viewed by Lindsay Lara (city.clerk@cityofsanrafael.org) 2025-01-10 - 9:53:18 PM GMT Document approved by Lindsay Lara (city.clerk@cityofsanrafael.org) Approval Date: 2025-01-10 - 9:53:53 PM GMT - Time Source: server Document emailed to Marissa Sanchez (marissa.sanchez@cityofsanrafael.org) for signature 2025-01-10 - 9:53:55 PM GMT Email viewed by Marissa Sanchez (marissa.sanchez@cityofsanrafael.org) 2025-01-13 - 4:19:29 PM GMT Document e-signed by Marissa Sanchez (marissa.sanchez@cityofsanrafael.org) Signature Date: 2025-01-13 - 4:20:08 PM GMT - Time Source: server Document emailed to Lindsay Lara (city.clerk@cityofsanrafael.org) for signature 2025-01-13 - 4:20:10 PM GMT Email viewed by Lindsay Lara (city.clerk@cityofsanrafael.org) 2025-01-13 - 5:57:51 PM GMT Document e-signed by Lindsay Lara (city.clerk@cityofsanrafael.org) Signature Date: 2025-01-13 - 5:58:15 PM GMT - Time Source: server Agreement completed. 2025-01-13 - 5:58:15 PM GMT