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HomeMy WebLinkAboutHR Labor Negotiation Services 2015circ of Agenda Item No: 3. e Meeting Date: August 17, 2015 SAN RAFAEL CITY COUNCIL AGENDA REPORT Department: Management Services Prepared by: Deirdre Dolan, Human Resources Director City Manager Approval: TOPIC: Contract for Labor Negotiations Services SUBJECT: Resolution Authorizing a Professional Services Agreement with Liebert Cassidy Whitmore for Labor Negotiation Services in an Amount Not to Exceed $90,000 RECOMMENDATION: Staff recommends adoption of the attached resolution authorizing a Professional Services Agreement with Liebert Cassidy Whitmore for labor negotiation services. BACKGROUND: The City of San Rafael currently has one (SEIU-Childcare) labor agreement that will expire on October 31, 2015 and seven labor agreements that will expire on June 30, 2016. In addition, new compensation/benefit resolutions must be established for the unrepresented Executive 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, 2016. Accordingly, the City will soon begin negotiating a new set of labor agreements and resolutions. For several years, the City has had the practice of using experienced, independent professionals to act as Lead Negotiator in represented contract negotiations. As in previous negotiations cycles, the Human Resources Director will continue to be "at the table" along with the independent negotiator. This model helps staff maintain cooperative relationship with bargaining unit representatives and avoids potential conflicts of interest that could arise if only internal staff were involved in negotiations. ANALYSIS: 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, having participated in contract negotiations with the City's bargaining groups since 2011, is very 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. FOR CITY CLERK ONLY File No.: 4-3-450 x 7-4 Council Meeting: 08/17/2015 Disposition: Resolution 13989 SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 2 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. Although LCW would be engaged to lead the process, staff will continue to be extensively involved in the negotiations process. Along with other City staff, LCW attorneys will receive authority from the City Council and will coordinate strategy with the City Manager, Assistant City Manager and Human Resources Director. In addition, the management resource team will include support from the Department Directors, including the Finance Director for financial analysis, and the City Attorney for in-house legal support. FISCAL IMPACT: The cost for services under this agreement will not exceed $90,000. There are sufficient funds available in the fiscal year 2015-2016 contractual services budget in the Employee Benefits Internal Service Fund to support this contract. OPTIONS: 1. Adopt the resolution authorizing the agreement. 2. Adopt the resolution with modifications. 3. Direct staff to return with more information. 4. Take no action. RECOMMENDED ACTION: Adopt the attached resolution Authorizing a Professional Services Agreement with Liebert Cassidy Whitmore for Labor Negotiation Services in an Amount Not to Exceed $90,000 ATTACHMENTS: A. Resolution B. Agreement for Professional Services with LCW for Labor Negotiation Services RESOLUTION NO. 13989 Resolution Authorizing a Professional Services Agreement with Liebert Cassidy Whitmore for Labor Negotiation Services in an Amount Not to Exceed $90,000 WHEREAS, pursuant to the procedures established by the Meyers-Milias-Brown Act (Government Code, Sections 3500 et seq.) and the CITY's Employer/Employee Relations Resolution, the CITY has recognized eight (8) groups as employee organizations; and WHEREAS the CITY will begin negotiations to replace one labor agreement that expires on October 31, 2015 and seven agreements that will expire on June 30, 2016; and WHEREAS, the hiring of an outside firm to assist with labor negotiations helps staff maintain cooperative relationships with bargaining unit representatives and avoids potential conflicts of interest that could arise if only internal staff were involved in negotiations; 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; and WHEREAS, there are sufficient funds in the Employee Benefits Internal Service Fund to support this contract. NOW, THEREFORE BE IT RESOLVED that the City Council of the City of San Rafael hereby authorizes the City Manager to execute an Agreement for Professional Services between the CITY and Liebert Cassidy Whitmore for Labor Negotiation services, in an amount not to exceed $90,000 and in a form approved by the City Attorney. I, ESTHER C. BEIRNE, Clerk of the City of San Rafael, hereby certify that the foregoing Resolution was duly and regularly introduced and adopted at a regular meeting of the City Council of said City held on Monday, the 17th of August 2015, by the following vote, to wit: AYES: COUNCIL MEMBERS: Colin, Gamblin, McCullough & Mayor Phillips NOES: COUNCIL MEMBERS: None ABSENT: COUNCIL MEMBERS: Bushey e • A?-e-t4Pr41 ESTHER C. BEIRNE, City Clerk PROFESSIONAL SERVICES AGREEMENT WITH LIEBERT CASSIDY WHITMORE' FOR LABOR NEGOTIATION SERVICES IN AN AMOUNT NOT TO EXCEED $90,000 This Agreement is made and entered into this 1-h,4 day of August 2015, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and LIEBERT CASSIDY WHITMORE, a Professional Corporation (hereinafter "CONTRACTOR"). AGREEMENT NT NOW, THEREFORE, the parties hereby agree as follows: 1. PROJECT COORDINATION. A. The City Manager shall be the representative of the CITY for all purposes under this Agreement and DEIRDRE DOLAN, the Human Resources Director, is hereby designated the PROJECT MANAGER for the CITY, and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this Agreement. B. CONTRACTOR. CONTRACTOR shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONTRACTOR. RICHARD BOLANOS is hereby designated as the PROJECT DIRECTOR for CONTRACTOR. 2. DUTIES OF CONTRACTOR. CONTRACTOR shall provide the CITY with consulting services pertaining to employment relations matters, including representation in labor negotiations, as requested by City. 3. DUTIES OF CITY. CITY shall cooperate with CONTRAC'T'OR in its performance under this agreement and shall compensate CONTRACTOR as provided herein. CTT'Y 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 O .a Regulations, CITY policies and other data that would assist CONTRACTOR in providing negotiation services. D. Preparing drafts of documents, proposals and contract agreements as mutually agreed to by CITY and CONTRACTOR. 4. COMPENSATION. For the full performance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR an amount NOT to exceed $90,000 for time spent in providing services, including reasonable travel time, using the hourly rates specified in CONTRACTOR's "Fee Schedule" attached hereto as EXHIBIT A and incorporated herein, and CONTRACTOR's photocopy and telephone charges. Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices submitted by CONTRACTOR. 5. TERM OF AGREEMENT. The term of this Agreement shall be from the execution of this Agreement until CONTRACTOR's completion of performance of all duties and services under this Agreement, or August 31, 2016, 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. OWNERShIIP OF DOCUMENTS. The written documents and materials prepared by the CONTRACTOR in connection with 2 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. 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. Scope of Coverage. During the term of this Agreement, CONTRACTOR shall maintain, at no expense to CITY, the following insurance policies: 1. A commercial general liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, for death, bodily injury, personal injury, or property damage. 2. An automobile liability (owned, non -owned, and hired vehicles) insurance policy in the minimum amount of one million dollars ($1,000,000) dollars per occurrence. 3. If any licensed professional performs any of the services required to be performed under this Agreement, a professional liability insurance policy in the minimum amount of two million dollars ($2,000,000) per occurrence/three million dollars ($3,000,000) aggregate, to cover any claims arising out of the CONTRACTOR's performance of services under this Agreement. Where CON'T'RACTOR is a professional not required to have a professional license, CITY reserves the right to require CONTRACTOR to provide professional liability insurance pursuant to this section. 4. If it employs any person, CONTRACTOR shall maintain worker's compensation and employer's liability insurance, as required by the State Labor Code and other applicable laws and regulations, and as necessary to protect both CONTRACTOR and CITY against all liability for injuries to CONTRACTOR's officers and employees. CONTRACTOR'S worker's compensation insurance shall be specifically endorsed to waive any right of subrogation against CITY. B. Other Insurance Requirements. The insurance coverage required of the CONTRACTOR in subparagraph A of this section above shall also meet the following requirements. 1. Except for professional liability insurance, the insurance policies shall be specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as additionally named insureds under the policies. 2. The additional insured coverage under CONTRACTOR'S insurance policies shall be primary with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or self-insurance coverage for any contribution. The "primary and noncontributory" coverage in CONTRACTOR'S policies shall be at least as broad as ISO form CG20 0104 13. 3. Except for professional liability insurance, the insurance policies shall include, in their text or by endorsement, coverage for contractual liability and personal injury. 4. The insurance policies shall be specifically endorsed to provide that the insurance carrier shall not cancel, terminate or otherwise modify the terms and conditions of said insurance policies except upon ten (10) days written notice to the PROJECT MANAGER. 5. If the insurance is written on a Claims Made Form, then, following termination of this Agreement, said insurance coverage shall survive for a period of not less than five years. 6. The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement. 7. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of CITY (if agreed to in a written contract or agreement) before CITY'S own insurance or self-insurance shall be called upon to protect it as a named insured. 8. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to CI'TY or any other additional insured party. Furthermore, the requirements for coverage and limits shall be: (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. C. Deductibles and SIR's. Any deductibles or self-insured retentions in CONTRACTOR's insurance policies must be declared to and approved by the PROJECT MANAGER and City Attorney, and shall not reduce the limits of liability. Policies containing any self-insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or CITY or other additional insured party. At CITY's option, the deductibles or self insured retentions with respect to CITY shall be reduced or eliminated to 4 CITY's satisfaction, or CONTRACTOR shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney's fees and defense expenses. D. Proof of Insurance. CONTRACTOR shall provide to the PROJECT MANAGER or CITY'S City Attorney all of the following; (1) Certificates of Insurance evidencing the insurance coverage required in this Agreement; (2) a copy of the policy declaration page and/or endorsement page listing all policy endorsements for the commercial general liability policy, and (3) excerpts of policy language or specific endorsements evidencing the other insurance requirements set forth in this Agreement. CITY reserves the right to obtain a full certified copy of any insurance policy and endorsements from CONTRACTOR. Failure to exercise this right shall not constitute a waiver of the right to exercise it later. The- insurance shall be approved as to form and sufficiency by PROJECT MANAGER and the City Attorney. 11. INDEMNIFICATION. A. Except as provided in Subparagraph B., CONTRACTOR shall indemnify, release, defend and hold harmless CITY, its officers, and employees, against any claim, demand, suit, judgment, loss, liability or expense of any kind, including attorney's fees, arising out of or resulting in any way, in whole or in part, from any acts or omissions, intentional or negligent, of CONTRACTOR or CONTRACTOR's officers, agents and employees in the performance of their duties and obligations under this Agreement, provided that this indemnification shall not apply in the case of City's sole negligence or willful misconduct. B. Where the services to be provided by CONTRACTOR under this Agreement are design professional services to be performed by a design professional as that term is defined under Civil Code Section 2782.8, CONTRACTOR shall, to the fullest extent permitted by law, indemnify, release, defend and 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. 9 14. NO TI IIRD PARTY BENEFICIARIES. CTl'Y 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: Deirdre Dolan, Human Resources Director City of San Rafael 1400 FF"illh Ave. (P.O. Box 151560) San Rafael, CA 94915-1560 TO CONTRACTOR: Richard Bolanos, Partner Liebert Cassidy Whitmore 135 Main Street, 7t" Floor San Francisco, CA 94105 16. INDEPENDENT CONTRACTOR. For the purposes, and for the duration, of this Agreement, CON'T'RACTOR, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY. CONTRACTOR and CITY expressly intend and agree that the status of CONTRACTOR, its officers, agents and employees be that of an Independent Contractor and not that of an employee of CITY. 17. ENTIRE AGREEMENT -- AMENDMENTS. A. The terms and conditions of this Agreement, all exhibits attached, and all documents 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 tinder any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 19. WAIVERS. The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 20. COSTS AND ATTORNEY'S FEES. The prevailing party in any action brought to enforce the terms and conditions of this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action. 21. CITY BUSINESS LICENSE / OTHER TAXES. CONTRACTOR 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. I IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAff AEL JI SCI Ul , C 'it Manger ATTEST: ESTHER C. BEIRNE, City Clerk APPROVED AS TO FORM: ROBERT F. EPSTEIN, City Attorney M LIEBERT CASSIDY WHITMORE RICHARD BOLANOS, Parth 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 1 City Attorney Review, revise, and comment on draft agreement. G 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 necessary (as defined by City Attorney/City V�l Ordinance*). 4 City Attorney Review and approve form of agreement; (3 .f'rMefe- bonds, and insurance certificates and �Ie r� ,� endorsements. nt , i 7p 5 City Manager / Mayor / or Agreement executed by Council authorized Department Head official. A:5 6 City Clerk City Clerk attests signatures, retains original agreement and forwards copies to the ' 4 6) b contracting department. To be completed by Contracting Department: Project Manager: kA,, t 1 .111." ( /"I" Project Name: v Agendized for City Council Meeting of (if necessary): S/ 1 � 1 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 $20,000 on a cumulative basis. Z^ ROUTING SLIP / APPROVAL FORM INSTRUCTIONS: Use this cover sheet with each submittal of a staff report before approval by the City Council. Save staff report (including this cover sheet) along with all related attachments in the Team Drive (T:) 4 CITY COUNCIL AGENDA ITEMS 4 AGENDA ITEM APPROVAL PROCESS 4 [DEPT - AGENDA TOPIC] Agenda Item # Date of Meeting: 8/17/2015 From: Deirdre Dolan Department: MS - Human Resources Date: 8/6/2015 Topic: Contract for Labor Negotiations Services Subject: Resolution Authorizing a Professional Services Agreement with Liebert Cassidy Whitmore for Labor Negotiation Services in an Amount Not to Exceed $90,000 Type: ® Resolution ❑ Ordinance ® Professional Services Agreement ❑ Other: APPROVALS ® Finance Director Remarks: Approved with edits to reflect funding from the employee beneifts internal service fund. ® City Attorney Remarks: Approved with minor edits to Staff Report, and PSA edits sent by email. ETD 8/6/15 ® Author, review and accept City Attorney / Finance changes Remarks: All changes accepted. JR' City Manager Remarks: