No preview available
HomeMy WebLinkAboutHR Labor Negotiation Services 2012crrY of Agenda Item No: 3. f Meeting Date: September 17, 2012 SAN RAFAEL CITY COUNCIL AGENDA REPORT Department: Management Services Prepared by: Anil Comelo, Human Resources Director City Manager Approve SUBJECT: Resolution Authorizing a Professional Services Agreement with Liebert Cassidy Whitmore for Legal and Labor Negotiation Services RECOMMENDATION: Staff recommends adoption of the attached resolution authorizing a Professional Services Agreement with Liebert Cassidy Whitmore for legal and labor negotiation services. DISCUSSION: The City of San Rafael currently has seven labor agreements that will expire on June 30, 2013 and one (SEIU-Childcare) that will expire on October 31, 2013. In addition, new compensation/benefit resolutions must be established for the unrepresented Management group, the unrepresented Mid -Management group, and the Elected City Clerk and Elected Part Time City Attorney, whose current resolutions expire on June 30, 2013. Accordingly, the City will soon begin negotiating a new set of labor agreements and resolutions. In recent years, the City has had the practice of using experienced outside professionals to assist with negotiations. As in previous negotiations cycles, the Human Resources Director will continue to be "at the table" along with the outside negotiators. This model helps staff maintain cooperative relationship with bargaining unit representatives. During the last negotiation cycle, this model bore positive results even though the City was seeking and obtained significant concessions from the bargaining groups. Staff recommends that the City engage the legal firm of Liebert Cassidy Whitmore (LCW) for labor negotiation services. LCW has the specialized public sector labor expertise that will be helpful in the upcoming negotiations. Further LCW has been contracted by the City for labor relation services since 2006, and participated in the 2011 negotiations cycle, and is therefore familiar with the City's labor history, stakeholders, and process. Given the City's desire to complete new contracts with various bargaining groups, and the length of time involved to fulfill this important task, a new agreement with LCW is proposed. This agreement provides for a full range of services, including meeting preparation, appropriate legal review of proposed bargaining group contracts, and coordinating with the City's resource team. In addition, services will include time for interaction with the City Council, necessary technical research and legal services that may be required for issues outside of the actual labor negotiation process. FOR CITY CLERK ONLY File No.: v Council Meeting: .G is Disposition: �, 0 0 SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 2 Although LCW would be engaged to lead the process, staff will continue to be involved extensively in negotiations. Along with other City staff, LCW attorneys will receive authority from the City Council and will coordinate strategy with City Manager Nancy Mackle, Assistant City Manager Jim Schutz, and Human Resources Director Anil Comelo. In addition, the management resource team will include support from the Department Directors including Mark Moses for financial analysis, and Rob Epstein for in-house legal support. FISCAL IMPACT: The cost for services under this agreement will not exceed $75,000. Funding is available in the contractual services budget for the general fund and other related funds that will receive benefit from these services. OPTIONS: • Adopt the resolution authorizing the agreement. • Direct staff to negotiate changes to the agreement to reflect the desires of the City Council. • Reject the agreement. ACTION REQUIRED: Adopt the attached resolution ATTACHMENTS: A. Agreement for Professional Services with LCW for Legal and Labor Negotiation Services M RESOLUTION NO. 13414 11 _A%'ESOLUTION AUTHORIZING AN AGREEMENT FOR PROFESSIONAL SERVICES WITH LIEBEROROR T CASSIDY WHITME FLEGAL AND 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 negotiation of new labor agreements to replace current agreements that will expire on June 30, 2013 and/or on October 31, 2013; 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 $75,000 and in a form approved by the City Attorney. 1, 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 17th of September 2012, by the following vote, to wit: AYES: COUNCILMEMBERS 59W. -W Heller, McCullough & Mayor Phillips Connolly, Levine ESTHER C. BEIRNE, City Clerk AGREEMENT FOR PROFESSIONAL SERVICES WITH LIEBERT CASSIDY WHITMORE FOR LEGAL AND LABOR NEGOTIATION SERVICES This Agreement is made and entered into this 17'h day of September 2012, 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: 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, representational and legal services pertaining to employment relations matters, including representation in negotiations and in administrative and court proceedings, as requested by City or otherwise required by law. 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 (MOD's), Personnel Rules and Regulations, CITY policies and other data that would assist CONTRACTOR in providing E 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 $75,000 for time spent in providing services, including reasonable travel time, using the hourly rates specified in CONTRACTOR's schedule of `Billing Rates 2011-12" provided to CITY, 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, 2013, 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 under this Agreement, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after termination. 7. OWNERSHIP OF DOCUMENTS. The written documents and materials prepared by the CONTRACTOR in connection with the performance of its duties under this Agreement, shall be the sole property of CITY. CITY may 2 use said property for any purpose, including projects not contemplated by this Agreement. 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. CONTRACTOR shall provide 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 ban-nless 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 hold 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 willful 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 9 of the CITY. CONTRACTOR and CITY expressly intend and agree that the status of CONTRACTOR, its officers, agents and employees be that of an Independent Contractor and not that of an employee of CITY. 17. ENTIRE AGREEMENT -- AMENDMENTS A. The terms and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. B. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the CONTRACTOR and the CITY. C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. D. The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the CONTRACTOR and the CITY. E. If any conflicts arise between the terms and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. 18. SET-OFF AGAINST DEBTS. CONTRACTOR agrees that CITY may deduct from any payment due to CONTRACTOR under this Agreement, any monies which CONTRACTOR owes CITY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 19. WAIVERS. The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or 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 6 M (including claims administration) and attorney's fees expended in connection with such action. 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 under this Agreement, until CONTRACTOR has provided CITY with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). 22. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL NANCY MACKI-8, City Manager ATTEST: ,IfQ kzx lzf- - aQ.JZ, ESTHER C. BEIRNE, City Clerk LA'1Vfjj't ROBERT F. EPSTEIP, —C—it—y-4�-omey � 7 T CASSIDY WHITMORE 15 L 0-b4-- 11 ae'm al -I) rnp'ki ",5 ' I YI-) PA, Y -En e,'-- Im 11 ���------ OP ID: RY ' DATE {MMIDD/YYYY) -- CERTIFICATE Of LIABILITY INSURANCE ( 01104/13 THIS CERTIFICATE 1S ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED PRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. —iMPORTANT: If the certlflcate holder Is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsementis}. PRODUCER 626.943-2200 Narver Insurance 626-299-1010 841 W. Las Tunas Drive PO Box 1509 San Gabriel, CA 91776 WESLSYHAMPTONHOUSE NAONE G PHDNE FAX xt: ru No n MAIL s: PRODUCER LiEBE-1 c s Eixlo� _ INSURERS AFFORDING COVERAGE MAIC it INSURED Liebert Cassidy Whitmore 8033 W. Century Boulevard Los Angeles, CA 90045 fNSURERA;Sentinel Insurance Cam an MMM'ORY P INSURER a: Hartford Insurance Company 37478 -INSURER c;Aspen Specialty Insurance 10717 INSURER 0: INSURER E : INSURER F; EACH OCCURRENCE COVER AGFS CFIRTIFICATF NI IMRFR • p1=xIIQJnM AIT IMR�p. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE NSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT -WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN 1S SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAMS. ILTRR TYPEOFINSURANCE AtJUL S POLICY NUM BER i MMM'ORY P POLICY EXP LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 A X COMMERCIAL GENERAL LIABILITY CLAMS -MADE X7 OCCUR X 72SBAAK0318 12114112 12/14113 DR IBES Ea oecuro $ 1,000,000 MED EXP {An one rson) _ $ 1010 PERSONAL 4 ADV INJURY $ 2,000,00 ' GENERAL AGGREGATE $ 4,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: XPOLICYPRO•i LOC PRODUCTS - COMP/OP AGG $ 4,000,000 C $ AUTOMOBILE LIABn.ITY ANY AUTO ALL OWNED AUTOS I COMBINED SINGLE LIMIT (Ea accident) $ 2,000,00 BODILY INJURY (Per person) $ BODILY INJURY (Par accident) $ A X SCHEDULED AUTOS HIRED AUTOS 72SBAAK0318 12114112 12/14/13 PROPERTY DAMAGE (Peraccidont) — _... $ A X NON -OWNED AUTOS72SBAAK0318 12114/12 12/14/13 $ , $ UMBRELLA LIAs I v OCCUR EACH OCCURRENCE$ 2,000,000 -AGGREGATE 2,000,000 A EXCESS LIAR CLAIMS -MADE 72SBAAK0318 12114/12 12114/13 , DEDUCTIBLE _$ — $ X 1, RETENTION 10,000$ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPMETORIPARTNEREXECUTIVE YIN OFFICERIMEMBER EXOLWED7 I (Mandatory in NH) U you, describe under DESCRIPTION OF OPERATIONS bolow NJA 72WEDE1729 04/01/12 04/01113 YYC STATU- OTH- X SER P,L, EACH ACCIDENT _ $ ._ 1,000,00 El, DISEASE -EA EMPLOYEE $ � 1,000,00 E.L. DISEASE -POLICY LIMIT $ 1,000,00 C Professional LRA9AF812 12/10/12 1 12110/13 JPerClalm 3,000,000 Liability CLAIMS MADE - FULL PRIOR I JAggregate 3,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS t VEHICLES {Attacti ACORD 101, Additional Remarks Schedule, it more space Is required) Certific=ate molder is named as an Additional Insured in regards to attached 'General Liability Farm 83 00 08 OA 05, per written contract or agreement. i CITSANR City of San Rafael Attn: Patti Brennan P O Box 151580 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVIS)ONS. I San Rafael, CA 94916 AUTHORIZED REPRESENTATIVE O 1988-2009 ACORD CORPORATION. All rights reserved. 1 i __ ACORD 26 2009109) The ACORD name and logo are registered marks of ACORD Policy Number:72SBAAK0318 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a (e) Any failure to make such permit Issued by a state or poli0cal inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has be added as an additional Insured on your agreed to make or normally policy, provided the Injury or damage occurs undertakes to make In the usual subsequent to the execution of the contract or course of business, in connection agreement, or the Issuance of the permit. with the distribution or sale of the A person or organization is an additional products; Insured under this provision only for that (f) Demonstration, Installation, period of time required by the contract, servicing or repair operations, agreement or permit, except such operations performed However, no such person or organization is an' at the vendor's premises in additional insured under this provision if such connection with the sale of the person or organization Is included as an product; additional insured by an endorsement issued (g) Products which, after distribution by us and made a part of this Coverage Part, or sale by you, have been labeled Including all persons or organizations added or relabeled or used as a as additional Insureds under the specific container, part or Ingredient of any additional Insured coverage grants in Section other thing or substance by or for F. -- Optional Additional Insured Coverages. the vendor, or a. Vendors (h) "Bodily Injury". or "property Any person(s) or organization(s) (referred to damage" arising out of the sole below as vendor), but only with respect to negligence of the vendor for Its "bodily Injury" or "property damage" arising n actsemplo r o I si or thosef out of "your products" which are distributed Its an anc on els or sold in the regular course of the vendor's acting an Its behalf. However, this business and only If this Coverage Part exclusion does not applyowev provides coverage for "bodily injury" or (I) The exceptions contained In "property damage" Included within the Subparagraphs (d) or (f); or "products -completed operations hazard". (11) Such Inspections, adjustments, (1) The Insurance afforded to the vendor tests or servicing as the vendor is subject to the following additional has agreed to make or normally exclusions: undertakes to make in the usual This Insurance does not apply to: course of business, In (a) "Bodily injury" or "property connection with the distributionor sale of the products, damage" for which the vendor is obligated to pay damages by (2) This Insurance does not apply to any reason of the assumption of Insured person or organization from liability In a contract or agreement, whom you have acquired such products, This exclusion does not apply to or any Ingredient, part or container, liability for damages that the entering into, accompanying or vendor would have In the absence containing such products, of the contract or agreement; b. Lessors Of Equipment (b) Any express warranty (1) Any person or organization from unauthorized by you; whom you lease equipment; but only (e) Any physical or chemical change with respect to their liability for "bodily In the product made intentionally Injury", "property damage" or by the vendor; "personal and advertising Injury" (d) Repackaging, except when caused, in whole or in part, by your maintenance, operation or use of unpacked solely for the purpose of equipment leased to you by such Inspection, demonstration, testing, person or organization. or the substitution of parts under instructions from the manufacturer, and then repackaged In the original container; Page 12 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or m/mpn to prepare or approve, maps, shop drawings, upinionn, ropooa, oumaya' field opdem, change orders, designs or drawings and specifications; or (W Supervisory, Inspection, evoNhadmel or enU/maednQ modvitioo. The limits ofInsurance that apply tvadditional Insureds are described In GeoUnn D.— Lkn/$m Of Insurance, How this insurance applies when other |naunsnoo is available to an additional Insured |ndescribed in the Other Insurance Condition |nSection E.—Liability And Medical Expenses General Conditions, No person or orgmn/zmt|un Is an Insured with respect to the conduct of any current or past partnership, joint venture or ||m|had liability company that ianot shown onaNamed Insured in the Declarations. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE ' 1' The Most VVmWill Pay The Limits of Insurance shown In the Declarations and the rules below fix the most vvowill pay regardless ofthe number of: m. Insureds; 1b. Claims made or"muits"brought; nr c. Persons or organize dons making claims or bringing "sults". 2. Aggregate Limits The most *mwill pay for: a. Damages because of "bodly injury" and 'tproperty damageo Included In the ,._-.~~~.~~~. operations"az"= Is the rx»o Operations Aggregate , Lmon shown In the DedomUona. b. DemmQaa heo�uae of all other 'bodily injury", "property damage" or "personal and advertising injury", Including medical expenses, Is the General Aggregate LknM shown |nthe Declarations, This General AOgeOeto Limit applies separately to each of your "locations" owned byorrented toyou, "Location" means pram|aou Involving the aemo or connecting lots, or prum|eoo whose connection Is Interrupted only by ahnmi, roadway or right-of-way of u Page 14 of 24 Policy Number:72SBAAK0318 This General Aggregate Umlt does not apply to "property damage" to premises while rented to you or temporarily occupied by you with ponNmnkm of the owner, arising out of finp. lightning or e«p/oq|vn. . 3. Each Occurrence Limit Subject to 2.m. o, 2.b above, whichever applies, the most wmwill pay for the sum ofall damages because of all "bodily injury". ^pmpedy damage" and mod|om/ expenses arising out of any one "occurrence" Is the Liability and Medical Expenses Limit shown In the Declarations, The most we will pay for (| medical expenses because of "bodily Injury" aum(m|nod by any one person is the K4md|oe| Expenses Limit shown inthe Declarations. 4. Personal And Advertising Injury Limit Subject to2.h.above, the most *nwill pay for the num of all damages houauwo of all "pomnno| and advertising Injury" sustained by any one person nrorganization Isthe Personal and Advertising Injury Limit shown in the Uo:|ermUnnn. 5. Damage ToPromises Rented ToYou Limit The Damage To Pnam}aoo Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage" ho any one premises, while rented toyou, o,|nthe case ofdamage byfire, lightning orexplosion, while rented to you or temporarily occupied byyou with permission of the owner. In We case of damage by Mm. lightning or explosion, the Damage toPromises Rented To You Limit applies to all damage proximately oeuaeU by the mmmm ownnt, whether such damage results from fire, lightning nrexplosion urany combination mfthese. 8. How Limits Apply ToAdditional Insureds The most we will pay on behalf ofa person or organization who in on additional Insured / under this Coverage Part iothe lesser of: w. The limits of Insurance wpoo}Uod /n w *hi|on contract, written agreement or permit |aouad by a state or political oubdhhkzn', or b. The LhnUa of Insurance shown In the Don|ooat|onm. Such amount shall be a part of and not In addition to the Limits of Insurance shown In the Declarations and described inthis Section, Form $800080405 OP ID: RY AC R DATE (MMIDDIYYYY) �,.. CERTIFIC TE OF LIABILITY INSU ANCE 12/12/12 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). ACT PRODUCER 626-943-2200 NAME: Narver Insurance PHONE FAX 641 W. Las Tunas Drive 626-299-1010 Arc No Ext): PO Box 1509 E-MAIL ADDRESS: San Gabriel, CA 91776 PRODUCER WESLEY HAMPTON HOUSE CUSTOMER ID #:LIEBE-1 INSURERISI AFFORDING COVERAGE NAIC # INSURED Liebert Cassidy Whitmore INSURER A: Sentinel Insurance Company ( _ 6033 W. Century Boulevard INSURER B: Hartford Insurance Company 37478 Los Angeles, CA 90045 INSURER c:Aspen Specialty Insurance _____110717 INSURER D: I INSURER E: _ INSURER F: CAVCRA!_GC CFRTIGICATP NI IMRFR- RFVIRION KitIMRFR- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE LTR ADDL UBR POLICY NUMBER MMIDD/YYYY CY EFF CY EXP MMIDDtYYYY LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 2,000,00 A X COMMERCIAL GENERAL LIABILITY X 72SBAAK0318 12/14!12 DAMA E T RENTED 12/14/13 PREMISES Ea occurrence $ 1,000,00 CLAIMS -MADE t X 1, OCCUR MED EXP (Any one person) $ 10,00 PERSONAL & ADV INJURY $ 2,000,00 GENERAL AGGREGATE $ 4,000,00 GENT AGGREGATE LIMIT APPLIES PER: I PRODUCTS - COMP/OP AGG $ 4,000,00 X POLICY F� PRO- LOC I $ .JECT AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 2,000,000 — I i (Ea accident) I ANY AUTO ALL OWNED AUTOS BODILY INJURY (Per person) j $ —� -- � BODILY INJURY (Per accident) $ SCHEDULED AUTOS PROPERTY DAMAGE is A HIRED AUTOS 72SBAAK0318 12/14/12 12/14/13 (Per accident) A X I NON -OWNED AUTOS 72SBAAK0318 12/14/12 12/14/13 $ i UMBRELLA LIAB X OCCUR ! EACH OCCURRENCE $ 2,000,00 1 EXCESS LIAB CLAIMS-MADEAGGREGATE A 72SBAAK0318 12/14/12 $ 2,000,00 12/14/13 DEDUCTIBLE X RETENTION $ 10,000 $ WORKERS COMPENSATION WC STATU- OTH- X TORY LIMITS i ER AND EMPLOYERS' LIABILITY B ANY PROPRIETOR/PARTNER/EXECUTIVE Y/ N!NIA72WEDE1729 04/01/12 04/01/13 E.L. EACH ACCIDENT _ $ _ 1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) ❑ ! I E. L. DISEASE - EA EMPLOYEE $ 1,000,00 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,00 C !Professional 1 ,LRA9AF812 12/10/12 12110/13 Per Claim 3,000,00 Liability Aggregate 3,000,00 DESCRIPTION OF OPERATIONS t LOCATIONS t VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Certificate Holder is named as an Additional Insured in regards to attached General Liability Form SS 00 08 04 05, per written contract or agreement. I I .• I: City of San Rafael Attn: Patti Brennan P.O. Box 151560 San Rafael, CA 94915 ACORD 25 (2009/09) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE i� 1988-2009 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Im (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance. e. Unnamed Subsidiary Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and Policy N 0 er:72SBAAK0318 BUSINESS LIABILITY COVERAGE FORM b. Coverage under this provision does not apply to: (1) 'Bodily injury" or "property damage" that occurred; or (2) "Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Operator Of Mobile Equipment With respect to "mobile equipment" registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. 'Bodily injury" to a co -"employee" of the person driving the equipment; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. Operator of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. 'Bodily injury" to a co -"employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 6. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written Form SS 00 08 04 05 Page 11 of 24 Pol . Number:72SBAAK0318 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a (e) Any failure to make such permit issued by a state or political inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally policy, provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business, in connection agreement, or the issuance of the permit. with the distribution or sale of the A person or organization is an additional products; insured under this provision only for that (f) Demonstration, installation, period of time required by the contract, servicing or repair operations, agreement or permit. except such operations performed However, no such person or organization is an at the vendor's premises inconnection additional insured under this provision if such with the sale of the person or organization is included as an product; additional insured by an endorsement issued (g) Products which, after distribution by us and made a part of this Coverage Part, or sale by you, have been labeled including all persons or organizations added or relabeled or used as a as additional insureds under the specific container, part or ingredient of any additional insured coverage grants in Section other thing or substance by or for F. — Optional Additional Insured Coverages. the vendor; or a. Vendors (h) "Bodily injury" or "property Any person(s) or organization(referred to damage" arising out of the soles) below as vendor), but only with respect to negligence of the vendor for its "bodily injury" or "property damage" arising own acts or omissions or those of out of "your products" which are distributed its employees or anyone else or sold in the regular course of the vendor's acting on its behalf. However, this business and only if this Coverage Part exclusion does not apply to: provides coverage for "bodily injury" or (I) The exceptions contained in "property damage" included within the Subparagraphs (d) or (f); or "products -completed operations hazard". (ii) Such inspections, adjustments, (1) The insurance afforded to the vendor tests or servicing as the vendor is subject to the following additional has agreed to make or normally exclusions: undertakes to make in the usual This insurance does not apply to: course of business, inconnection with the distribution (a) "Bodily injury" or "property or sale of the products. damage" for which the vendor is (2) This insurance does not apply to any obligated to pay damages by insured person or organization from reason of the assumption of whom you have acquired such products, liability in a contract or agreement. or any ingredient, part or container, This exclusion does not apply to entering into, accompanying or liability for damages that the containing such products. vendor would have in the absence of the contract or agreement; b. Lessors Of Equipment (b) Any express warranty (1) Any person or organization from unauthorized by you; whom you lease equipment; but only (c} Any physical or chemical change with respect to their liability for "bodily "property in the product made intentionally injury", damage" or "personal by the vendor; and advertising injury" caused, in whole or in part, by your (d) Repackaging, except when maintenance, operation or use of unpacked solely for the purpose of equipment leased to you by such inspection, demonstration, testing, person or organization. or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; Page 12 of 24 Form SS 00 08 04 05 Pol���"Nnn^J\ ib�r72SB�KO3I8 ^��� - BUSINESS LIABILITY COVERAGE FORM (2) With respect huthe insurance afforded a. Permits |mmuad By State Or Political to these additional insureds, this Subdivisions insurance does not apply to any1) Any state or political subdivision, but ^000urn*nue'' which takes place after ' only with respect to operations you cease tolease that equipment. performed byyou oronyour behalf for o. Lessors Of Land Or Premises which the state or pn|iUoa| subdivision (1) Any person or organization from has issued apermit. whom you lease land urpremises, but (2) With respect bothe insurance afforded only with respect to liability arising out to these additional inounedo, this of the ownerahip, maintenance or use insurance does not apply to: of that pert of the land or premises (a) "Bodily injury", "property damage" leased toyou. or "personal and advertising (2) With respect hnthe insurance afforded injury" arising out of operations to these additional innuredo, this performed for the state or insurance does not apply to: municipality; or (o) Any ^000unnnoe^ which takes (b) "Bodily injury" nr"property damage" place after you cease tolease that included within the "products - land or be o tenant in that completed operations hazavd^ premises; or f. Any Other Party (b) Gtnuotuns| alterations, now (1) Any other person or organization who construction or demolition ianot aninsured under Paragraphs o. operations performed by or on through e. above, but only with behalf of such person or respect to liability for "bodily injury", organization. .property damage" or "personal and d. Architects, Engineers Or Surveyors advertising irjury" oauoed, in whole or (1) Any architect, *ngineer, or surveyor, but in part, by your acts or omissions or only with respect 0oliability for "bodily the acts oromissions of those acting injury", "property damage" or"personal unyour behalf: and advertising injury" caused, in whole (a) In the performance of your or in part, by your uda or omissions or ongoing operations; the acts oromissions ofthose acting on (b) In connection with your premises your behalf owned byorrented toyou; or (a) In connection with your pn*mioee� ' (o) |nconnection with "your work" and or included within the "products - (b) In the pndbnnanoo of your completed operations hazord^.but ongoing operations performed by only if you oronyour behalf. (i) The written contract or written (2) With respect hothe insurance afforded agreement requires you to to these additional inouneda, the provide such coverage to following additional exclusion applies: such additional insured; and This insurance does not apply to (i|) This Coverage Pert provides "bodily injury", "property damage" or coverage for "bodily injury" or ^poroona| and advertising injury" "propedy damage" included arising out of the rendering of or the within the "products - failure to render any professional completed operations hozand^ services byorfor yuu including: � � (2) With respect bzthe insurance afforded (a) The preparing, oppnoving, or to these additional inaunedo, this failure to pnopena or approvo, insurance does not apply to: mapa, shop drawings, opinions, "Bodily injury", ''property damage" or nepods, eun/eya, field orders, "personal and advertising injury" change ordena, designs or arising out of the rendering of, or the drawings and specifications; or toUun» to nender, any professional (b) Superviaory, innpeotion, arohitectura|, engineering or surveying architectural or engineering oen/ic*e, including: activities. Form SS 08080405 Page 13of24 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds are described in Section D. — Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. — Liability And Medical Expenses General Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. Aggregate Limits The most we will pay for: a. Damages because of "bodily injury" and ,,property damage" included in the "products -completed operations hazard" is the Products -Completed Operations Aggregate Limit shown in the Declarations. b. Damages because of all other "bodily injury", "property damage" or "personal and advertising injury", including medical expenses, is the General Aggregate Limit shown in the Declarations. This General Aggregate Limit applies separately to each of your "locations" owned by or rented to you. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway or right-of-way of a railroad. Pol Number:72SBAAK0318 This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or explosion. 3. Each Occurrence Limit Subject to 2.a. or 2.b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses arising out of any one 'occurrence" is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses Limit shown in the Declarations. 4. Personal And Advertising Injury Limit Subject to 2.b. above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5. Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 6. How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a. The limits of insurance specified in a written contract, written agreement or permit issued by a state or political subdivision; or b. The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section. Page 14 of 24 Form SS 00 08 04 05 ■ (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. Pol` Number: 72SBAAK0318 BUSINESS LIABILITY COVERAGE FORM When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self- insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 Im PROFESSIONAL SERVICES AGREEMENT/CONTRACT COMPLETION CHECKLIST AND ROUTING SLIP Below is the process for getting your professional services agreements/contracts finalized and executed. Please attach this "Completion Checklist and Routing Slip" to the front of your contract as you circulate it for review and signatures. Please use this form for all professional services agreements/contracts (not just those requiring City Council approval). This process should occur in the order presented below. Step Responsible Description Completion Department Date I City Attorney Review, revise, and comment on draft agreement. 2 Contracting Department Forward final agreement to contractor for their signature. Obtain at least two signed originals from contractor. 3 Contracting Department Agendize contractor -signed agreement for Approved by Council approval, if Council approval Council necessary (as defined by City Attorney/City 9/17/12 Ordinance*). 4 City Attorney Review and approve form of agreement; 11717Z3 bonds, and insurance certificates and endorsements. 5 City Manager / Mayor l or Agreement executed by Council authorized - Department Head official. 6 City Clerk City Clerk attests signatures, retains original agreement and forwards copies to the 1 A contracting department. To be completed by Contracting Department: Project Manager: —Anil Comelo Project Name: 2013 Labor Negotiations (LCW)_ Agendized for City Council Meeting of (if necessary): If you have questions on this process, please contact the City Attorney's Office at 485-3080. * Council approval is required if contract is over S20, 000 on a cumulative basis. 0 0 CITY OF SAN RAFAEL Ir':U61"tIlTi, INSTRUCTIONS: USE THIS FORM WITH EACH SUBMITTAL OF A CONTRACT, AGREEMENT, ORDINANCE OR RESOLUTION BEFORE APPROVAL BY COUNCIL /AGENCY. SRRA / SRCC AGENDA ITEM NO. 3. f DATE OF MEETING: September 17, 2012 FROM: Anil Comelo, Human Resources Director DEPARTMENT: Human Resources / Management Services DATE: September 7, 2012 TITLE OF DOCUMENT: Resolution Authorizing a Professional Services Agreement with Liebert Cassidy Whitmore for Legal and Labor Negotiation Services Department Head (signature) (LOWER HALF OF FORM FOR APPROVALS ONLY) APPROVED AS COUNCIL / AGENCY AGENDA ITEM: City Manager (signature) Nonuffm APPROVED AS TO FORM: City Attorney (signature AGREEMENT FOR SPECIAL SERVICES This Agreement is entered into between the City of San Rafael, A Municipal Corporation, hereinafter referred to as "Agency," and the law firm of LIEBERT CASSIDY WHITMORE, A Professional Corporation, hereinafter referred to as "Attorney." WHEREAS Agency has the need to secure expert training and consulting services to assist Agency in its relations and negotiations with its employee organizations; and WHEREAS Agency has determined that no less than twenty-three (23) public agencies in the Sonoma/Marin area have the same need and have agreed to enter into identical agreements with Attorney; and WHEREAS Attorney is specially experienced and qualified to perform the special services desired by the Agency and is willing to perform such services; NOW, THEREFORE, Agency and Attorney agree as follows: Attorney's Services: During the year beginning January 1, 2013, Attorney will provide the following services to Agency (and the other aforesaid public agencies): 1. Four (4) days of group training workshops covering such employment relations subjects as management rights and obligations, negotiation strategies, employment discrimination and affirmative action, employment relations from the perspective of elected officials, performance evaluation (administering evaluations), grievance and discipline administration for supervisors and managers, planning for and responding to concerted job actions, current court, administrative and legislative developments in personnel administration and employment relations, etc., with the specific subjects covered and lengths of individual workshop presentations to be determined by Agency and the other said local agencies. It is expressly understood that the material used during these presentations, including written handouts and projected power points are provided solely for the contracted workshops. This agreement warrants there will be no future use of Liebert Cassidy Whitmore material in other trainings or formats without the expressed written permission of Liebert Cassidy Whitmore. Any such use will constitute a violation of this agreement and copyright provisions. 2. Availability of Attorney for Agency to consult by telephone. I Providing of a monthly newsletter covering employment relations developments. Fee: Attorney will provide these special services to Agency for a fee of Two Thousand Fight Hundred Forty Six Dollars ($2846.00) payable in one payment prior to February 15, 2013. The fee, if paid after February 15. 2013 will be $2946.00. I$ 1 Said fee will cover Attorney's time in providing said training and consultative services and the development and printing of written materials provided to attendees at the training programs. Additional Services: Attorney shall, as and when requested by Agency, make itself available to Agency to provide representational, litigation, and other employment relations services. The Agency will be billed for the actual time such representation services are rendered, including reasonable travel time, plus any necessary costs and expenses authorized by the Agency. The range of hourly rates for Attorney time is from One Hundred Eighty to Three Hundred Dollars ($180.00 - $300.00) per hour for attorney staff and from Seventy to One Hundred Forty Dollars ($70.00 - $140.00) 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. Communications advice (telephone, voice -mail, e-mail) is billed in a minimum increment of three -tenths (.30) of an hour. Attorney reviews its hourly rates in an annual basis and if appropriate, adjusts them effective July 1. Independent Contractor: It is understood and agreed that Attorney is and shall remain an independent contractor under this Agreement. Term: The term of this Agreement is twelve (12) months commencing January 1, 2013. The term may be extended for additional periods of time by the written consent of the parties. Condition Precedent: It is understood and agreed that the parties' aforesaid rights and obligations are contingent on no less than twenty-three (23) local agency employers entering into a substantially identical Agreement with Attorney on or about January 1, 2013. Dated: Dated: /r3 `eI � •i . i LIEBERT CASSIDY WHITMORE A Professional Corporation CITY OF SAS RAFAEL A Municipal Corporation ATTEST: C. BER , City C er a ly By CITY OF SAS RAFAEL A Municipal Corporation ATTEST: C. BER , City C er a LIEBERT CASSIDY WHITMORE December 27, 2012 Anil Comelo Human Resources Director City of San Rafael PO Box 151560 San Rafael, CA 94915 Re: Sonomct/Varin Employment Relations Consortium Dear Mr. Comelo; 6033 West Century Boulevard, 511, Floor Los Angeles, California 90045 T: (310) 981-2000 F: (310) 337-0560 We are looking 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 full days of training, our monthly Client Update, and telephone consultation. The workshops chosen for the upcoming training are listed on the enclosed planning meeting notes. We will send a detailed schedule of the workshops in the next few weeks. Enclosed is an Agreement for Special Services. Please execute and return a copy to our office. 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. Our current rates for individual training are fi-om $1,600 to $2,000 for a three hour, half-day presentation and $2,500 - $3,000 for a six hour, full-day presentation. The rates vary depending on who the presenter is. We are willing to provide this customized training for an individual agency or a group of agencies so that the rate can be pro -rated. If you have any questions regarding this change or about the consortium in general, please contact Cynthia Weldon, Director of Marketing & Training, at (3) 10) 981-2055 or cweldon4"Ulcwle ag I.com. We thank you for your membership and we look forward to another successful training year. Sincerely, LIEBERT CASSIDY WHITMORE BY: Mark H. Me\ erhoff Partner Enclosures 1 io D CAS � �ASS|OY vr��/ HlTMOQE PLANNING MEETING NOTES * NOVEMBER 15,2012 ����/�NA°/�8��l�����~ _x`^.,~..,.f�//am....., �_�x�~ 1) Comments * Sonoma/Marin ERC members felt the workshops wmgreat this year ~ Chris isresponsive and the announcements are sent out inatimely manner * Sonoma/Marin refreshment fee was reduced hy$5Ofor the 2O13year * Consortium calls had mixed reviews by one member: delayed response to consortium calls. LCVV will address this with the attorneys. Consortium clients can expect return phone call within the same day. * Members were reminded that they were welcome to attend other consortium's webinara. ERC members will receive a monthly email alerting them to upcoming consortium only vvabinara. * Sonoma Mountain Village have hard chairs and the audio was bad, but has gotten better and the Members would like to continue using it for future workshops ° Member agencies are needed to^host^the workshops - set upand staff the registration tables atSonoma Mountain Village. The cities ofNovato and Rohnert park and the County ofMarin volunteered toassist inthis manner. 2) Services ExI21ained *Consortium Calls can be placed tothe San Francisco, Fresno, Sun Diego or Los An8e|auDffines Members may ask for ospecific attorney orany available attorney. Questions may also besubmitted byemail directly tothe attorney orto isfully searchable for specific articles and content appearing inour monthly newsletters and our annual Legislative Huund-Up Once on our site, click on^seamh^under "News and Publications" and enter key words relating tothe specific subject or bill you're seeking information on. For example, if you'd like information regarding bill 'AB 1234', simply type in 'AB 1234' inthe search box and the information you're seeking will appear. * |ndividua Voustomizsdtraining: o Includes the incorporation ofyour policies and procedures, aewell asan original set of materials for your reproduction. o Any ofthe workshops listed onthe Master Workshop Topics List can be presented outside ofthe consortium toone specific agency oragroup of agencies tnshare the cost. Our rate -for athree-hour.hall day session ranges from $1.600 $2'000whi|e a s|x'hour, fu|| day session ranges from $2.500 $3,000. |fyou schedule two half day sessions onthe same day, wewill honor the fu||day rate. Los Angeles 1 Son Francisco / Fresno I Son Diego x.� �` Y�/[EBEHT ^�&S8|DY rvHlTmOl[�E 1111!0_1 W-441,11 o LCVVwould bahappy tosend ane-mail toother agencies if a request for an individual workshop has been made and the agency requesting the workshop wishes to combine with other agencies. For more information, contact Anna Senzone-Ortizat(31D)y81-2U51. * ERC Members are able toattend other Consortium's workshops. If you are interested in attending, you must contact Chris Fondacaro 2 weeks prior the scheduled workshop. Once all the registration sheets are received from the host Consortium, if there is space avei|ah|e. Members from other consortiums are able toattend. There isnocost toattend another Consortiums workshop, unless they require a refreshment fee. ~ Newsletters - LCVV has K4u|dp|e Monthly Newsletters: Client Update, Briefing Room (geared towards law Enforcement) and Fire Watch (geared towards Fire Safety Personnel). Members may sign upfor any orall ofthese publications. The newsletters are sent either via surface mail or via email. The email comes from soplease ensure that this email address isaccepted by your system. ° Social Media - ERC Members can follow us on Twitter and our Labor and Employment b|og. Twitter followers receive instant tweets to our alerts of firm pub|iootions.b|og posts, attorney authored articles and upcoming speaking engagements, events and seminars. . B|oQsubsuribers receive weekly updates onfresh and new labor and employment issues from * LCW reminds agencies that they are responsible for monitoring who is registering for the workshops. LCVVprovides aguide ustowho should attend the workshops and requests that the agency use its best discretion when registering employees as the composition of the audience can impact the message and tone of the workshop. 3) Workshops (to be held on Wednesdays) * Managing the Marginal Employee (Half Day) w Performance Management: Evaluation, Documentation and Discipline (Half Day) • Prevention and Control ofAbsenteeism and Abuse ofLeave (Half Day) ° Public Sector Employment Law Update (Half Day) ° Annual Audit ofYour Personnel Rules (Half Day) * Managing Employee Injuries, Disability and Occupational Safety (Full Day) * Workplace Bullying: AGrowing Concern (Half Day) Workshops have been requested for the months of February, May, September and October Lo, Angeles 1 Son Francisco 1 Fresno 11 Son Diego U � v~|EBEl�[ �� /\ �S8|[)Y ,v�&/ B|Tm{)RE ENIPLOYiAE`H'r�c|A{]()2|'/1'''[ GIA ` ~~~ERC Rates The pricing structure is listed below and includes the facility fee and refreshment fee. ° Agencies w/|essthan 1B]full time employees: $ 2/}77($1,742+$335Facility/Refreshment Fee) • Agencies w/15Oto1.O0Dfull time employees: $ 2,846($2,471+ $375 Facility/ Refreshment Fee) ° Agencies w/over 1.000full time employees: $4'O82($3,S77 + $405 Faci|ity/Rafnyshm*ntFee) * Alate fee nf$10Owill be accessed ifpayment is not received by February 15m. * The facility and refreshment fee covers the $250per day rental fee es well as breakfast and drinks inthe afternoon for the attendees. |tdoes not cover lunch. * 2U13Refreshment fee was reduced by$50from the previous year Lo, Angeles | Son Francisco | Fresno I Son Diego PROFESSIONAL SERVICES AGREEMENT/CON t tcAt_ i COMPLETION CHECKLIST AND ROUTING SLIP Below is the process for getting your professional services agreements/contracts finalized and executed. Please attach this "Completion Checklist and Routing Slip" to the front of your contract as you circulate it for review and signatures. Please use this form for all professional services agreements/contracts (not just those requiring City Council approval). This process should occur in the order presented below. Step Responsible Description Completion Department Date 1 City Attorney Review, revise, and comment on draft agreement. 2 Contracting Department Forward final agreement to contractor for their signature. Obtain at least two signed originals from contractor. 3 Contracting Department Agendize contractor -signed agreement for Council approval, if Council approval N/A necessary (as defined by City Attorney/City Ordinance*). 4 City Attorney Review and approve form of agreement; bonds, and insurance certificates and endorsements. ­Z4i to 5 City Manager / Mayor l or Agreement executed by Council authorized Department Head official. 6 City Clerk City Clerk attests signatures, retains original,�r agreement and forwards copies to the° + , contracting department. (' To be completed by Contracting Department: Project Manager: _Anil Comelo Project Name: —Sonoma/Marin Employment Relations Consortium Agendized for City Council Meeting of (if necessary): N/A If you have questions on this process, please contact the City Attorney's Office at 485-3080. * Council approval is regWred if contract is oi,er S20, 000 on a cutnulative basis.