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HomeMy WebLinkAbout1994-09-27; City Council; Resolution 94-278.4 . .% 1 2 3 4 5 6 e 0 RESOLUTION NO. 94-278 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING AN AGREEMENT FOR HUMAN RESOURCES CONSULTING SERVICES. WHEREAS, the City Council has determined that it is desirable 7 11 and necessary to retain professional consulting services in * /j executive recruitment, assessment center coordination and training. 9 I1 lo // NOW, THEREFORE, BE IT RESOLVED by the City Council of the 11 City of Carlsbad, California, as follows: 12 1. That the above recitation is true and correct. l3 I l4 I 2. That the City Council approves the attached agreement 15 I/ (Attachment A) authorizing the retention of Hughes, Perry & 16 11 Associates as a consultant to provide services relating to executive l7 /I recruitment, assessment center coordination and training. 18 19 JJJ 2011 J J J 21 22 23 24 I// //I //I 2511 / JJ 26 JJJ 27 28 ll 0 0 ~. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 3. That funds are available in the Human Resources Department budget for fiscal year 1994-95. PASSED, APPROVED, AND ADOPTED at a regular meeting of the City Council of the City of Carlsbad, California, on the 27th day of OCTOBER , 1994, by the following vote, to Wit: AYES: Council Members Lewis, Stanton, Kulchin, Nygaard, Finnila NOES: None ABSENT: None ATTEST: ALETHA L. RAUTENKRANZ, City Clerk (SEAL) 25 I! 26 27 28 e 0 ATTACHMENT A _I AGREEMENT THIS AGREEMENT, made and entered into as of the 3rd day of OCTOBER , 1994, by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as "City", and Hughes, Perry & Associates, hereinafter referred to as "Consultant". RECITALS City requires the services of a recruitment consultant to provide the necessary consulting services for executive recruitment and selection; and Consultant possesses the necessary skills and qualifications to provide the services required by the City; NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Consultant agree as follows: 1. CONSULTANT'S OBLIGATIONS To provide required work in the areas of executive search, recruitment, and selection. 2. CITY OBLIGATIONS The City shall be obligated to assist the Consultant as mutually agreed. 3. PROGRESS AND COMPLETION The work under this contract will begin within ten (10) days after receipt of notification to proceed by the City and be completed within 120 days of that date. Extensions of time may be granted if requested by the Consultant and agreed to in writing by the Human Resources Director. The Human Resources Department will 1 Rev. 1 1 /9/93 0 0 ~ .A give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of the Consultant, or delays caused by City inaction or other agencies' lack of timely action. 4. FEES TO BE PAID TO CONSULTANT The total shall not exceed the fee payable according to Paragraph 6, "Payment of Fees." consultant shall be paid for professional services at the hourly rate of: $1 00 Consultant $25 Professional Staff $30 Clerical Staff No other compensation for services will be allowed except those items covered by supplemental agreements per Paragraph 8, "Changes in Work." 5. DURATION OF CONTRACT This agreement shall extend for a period of one year from date thereof. The contract may be extended for three additional one (1) year periods or parts thereof, based upon satisfactory performance and the City's needs. 6. PAYMENT OF FEES Payment of fees shall be upon delivery of approved final product or service. 7. FINAL SUBMISSIONS Within fifteen (15) days of completion and approval of the work the Consultant shall deliver to the City the final product. 8. CHANGES IN WORK If, in the course of the contract, changes seem merited by the Consultant or the City, and informal consultations with the other party indicate that a change in the 2 Rev. 1 1/9/93 0 0 .* conditions of the contract is warranted, the Consultant or the City may request a change in contract. Such changes shall be processed by the City in the following manner: A letter outlining the required changes shall be forwarded to the City by Consultant to inform them of the proposed changes along with a statement of estimated changes in charges or time schedule. A supplemental agreement shall be prepared by the City and approved by the City according to the procedures described in Carlsbad Municipal Code Section 3.28.172. Such supplemental agreement shall not render ineffective or invalidate unaffected portions of the agreement. 9. COVENANTS AGAINST CONTINGENT FEES The Consultant warrants that their firm has not employed or retained any company or person, other than a bona fide employee working for the Consultant, to solicit or secure this agreement, and that Consultant has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this agreement. For breach or violation of this warranty, the City shall have the right to annul this agreement without liability, or, in its discretion, to deduct from the agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fees, gift, or contingent fee. IO. NONDISCRIMINATION CLAUSE The Consultant shall comply with the state and federal laws regarding nondiscrimination. 11. TERMINATION OF CONTRACT In the event of the Consultant's failure to prosecute, deliver, or perform the work 3 Rev. 1 1 /9/93 e 0 ,I as provided for in this contract, the City may terminate this contract for nonperformance by notifying the Consultant by certified mail of the termination of the Consultant. The Consultant, thereupon, has five (5) working days to deliver said documents owned by the City and all work in progress to the Human Resources Department. The Human Resources Department shall make a determination of fact based upon the documents delivered to City of the percentage of work which the Consultant has performed which is usable and of worth to the City in having the contract completed. Based upon that finding as reported to the City Manager, the Manager shall determine the final payment of the contract. 12. DISPUTES If a dispute should arise regarding the performance of work under this agreement, the following procedure shall be used to resolve any question of fact or interpretation not otherwise settled by agreement between parties. Such questions, if they become identified as a part of a dispute among persons operating under the provisions of this contract, shall be reduced to writing by the principal of the Consultant or the City Human Resources Department. A copy of such documented dispute shall be forwarded to both parties involved along with recommended methods of resolution which would be of benefit to both parties. The City Human Resources Department or principal receiving the letter shall reply to the letter along with a recommended method of resolution within ten (10) days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the dispute shall be forwarded to the City Council for their resolution through the Office of the City Manager. The City Council may then opt to consider the directed solution to the problem. In such cases, the action of the City 4 Rev. 1 1 /9/93 e 0 .x Council shall be binding upon the parties involved, although nothing in this procedure shall prohibit the parties seeking remedies available to them at law. 13. SUSPENSION OR TERMINATION OF SERVICES This agreement may be terminated by either party upon tendering thirty (30) days written notice to the other party. In the event of such suspension or termination, upon request of the City, the Consultant shall assemble the work product and put same in order for proper filing and closing and deliver said product to City. In the event of termination, the Consultant shall be paid for work performed to the termination date; however, the total shall not exceed the lump sum fee payable under paragraph 4. The City shall make the final determination as to the portions of tasks completed and the compensation to be made. 14. STATUS OF THE CONSULTANT The Consultant shall perform the services provided for herein in Consultant's own way as an independent contractor and in pursuit of Consultant's independent calling, and not as an employee of the City. Consultant shall be under control of the City only as to the result to be accomplished, but shall consult with the City as provided for in the request for proposal. The Consultant is an independent contractor of the City. The payment made to the Consultant pursuant to the contract shall be the full and complete compensation to which the Consultant is entitled. The City shall not make any federal or state tax withholdings on behalf of the Consultant. The City shall not be required to pay any workers' compensation insurance on behalf of the Consultant. The Consultant agrees to indemnify the City for any tax, retirement contribution, social security, overtime payment, or workers' compensation payment which the City may be required to make 5 Rev. 1 1/9/93 e 0 on behalf of the Consultant or any employee of the Consultant for work done under this agreement. The Consultant shall be aware of the requirements of the Immigration Reform and Control Act of 1986 and shall comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants that are included in this agreement. 15. CONFORMITY TO LEGAL REQUIREMENTS The Consultant shall cause all drawings and specifications to conform to all applicable requirements of law: federal, state and local. Consultant shall provide all necessary supporting documents, to be filed with any agencies whose approval is necessary. The City will provide copies of the approved plans to any other agencies. 16. OWNERSHIP OF DOCUMENTS All plans, studies, sketches, drawings, reports, and specifications as herein required are the property of the City, whether the work for which they are made be executed or not. In the event this contract is terminated, all documents, plans, specifications, drawings, reports, and studies shall be delivered forthwith to the City. Consultant shall have the right to make one (1) copy of the plans for his/her records. 17. REPRODUCTION RIGHTS The Consultant agrees that all copyrights which arise from creation of the work pursuant to this contract shall be vested in City and hereby agrees to relinquish all claims to such copyrights in favor of City. 6 Rev. 1 1 /9/93 0 0 18. HOLD HARMLESS AGREEMENT The City, its officers, and employees shall not be liable for any claims, liabilities, penalties, fines, or any damage to goods, properties, or effects of any person whatever, nor for personal injuries or death caused by, or resulting from, any intentional or negligent acts, errors or omissions of Consultant or Consultant's agents, employees, or representatives. Consultant agrees to defend, indemnify, and save free and harmless the City and its officers and employees against any of the foregoing claims, liabilities, penalties or fines, including liabilities or claims by reason of alleged defects in any plans and specifications, and any cost, expense or attorney's fees which are incurred by the City on account of any of the foregoing. 19. A$SIGNMENT OF CONTRACT The Consultarlt shall not assign this contract or any part thereof or any monies due thereunder without the prior written consent of the City. 20. SUBCONTRACTING If the Consultant shall subcontract any of the work to be performed under this contract by the Consultant, Consultant shall be fully responsible to the City for the acts and omissions of Consultant's subcontractor and. of the persons either directfy or indirectly employed by the subcontractor, as Consultant is for the acts and omissions of persons directly employed by consultant. Nothing contained in this contract shall create any contractual relationship between any subcontractor of Consultant and the City. The Consultant shall bind every subcontractor and every subcontractor of a subcontractor by the terms of this contract applicable to Consultant's work unless specifically noted to the contrary in the subcontract in question approved in writing by the City. 7 Rev. 1 1 /9/93 1 0 0 21. PROHIBITED INTEREST No official of the City who is authorized in such capacity on behalf of the City to negotiate, make, accept, or approve, or take part in negotiating, making, accepting, or approving of this agreement, shall become directly or indirectly interested personally in this contract or in any part thereof. No officer or employee of the City who is authorized in such capacity and on behalf of the City to exercise any executive, supervisory, or similar functions in connection with the performance of this contract shall become directly or indirectly interested personally in this contract or any part thereof. 22. VERBAL AGREEMENT OR CONVERSATION No verbal agreement or conversation with any offi.cer, agent, or employee of the City, either before, during or after the execution of this contract, shall affect or modify any of the terms or obligations herein contained nor entitle the Consultant to any additional payment whatsoever under the terms of this contract. 23. SUCCESSORS OR ASSIGNS Subject to the provisions of Paragraph 18, "Hold Harmless Agreement," all terms, conditions, and provisions hereof shall insure to and shall bind each of the parties hereto, and each of their respective heirs, executors, administrators, successors, and assigns. 24. EFFECTIVE DATE This agreement shall be effective on and from the day and year first written above. 8 Rev. 1 1 /9/93 1 . 0 0 25. CONFLICT OF INTEREST The City has determined, using the guidelines of the Political Reform Act and the City's conflict of interest code, that the Consultant will not be required to file a conflict of interest statement as a requirement of this agreement. However, Consultant hereby acknowledges that Consultant has the legal responsibility for complying with the Political'Reform Act and nothing in this agreement releases Consultant from this responsibility. 26. INSURANCE The Consultant shall obtain and maintain policies of general liability insurance, automobile liability insurance, and a combined policy of worker's compensation and employers liability insurance from an insurance company authorized to do business in the State of California which meets the requirements of City Council Resolution No. 91-403 in an insurable amount of not less than one million dollars ($1,000,000) each, unless a lower amount is approved by the City Attorney or the City Manager. This insurance shall be in force during the life of this agreement and shall not be canceled without thirty (30) days prior written notice to the City sent by certified mail. Ill Ill Ill Ill Ill /I/ Ill Ill Ill 9 Rev. 1 1/9/93 . 0 0 , The City shall be named as an additional insured on these policies. The Consultant shall furnish certificates of insurance to the City before commencement of work. Executed by Consultant this day of ,1994. CONSULTANT: CITY OF CARLSBAD, a municipal J-luahes. - Perry & Associates (name of Consultant) 1 /' /? / ~, .:/ y/ ,,/, ;x/ 1 By: "/./A 1 (sign' h re) ATTEST: \r, a >pe < \c:*r?msa \, L-iiy'. (print name here) \ d,C"\ 3 ei2S-,oE&-! t-)ulow *, P*a=yj == '/kScc. (title and organization of signatory) ' ALETHA L. RAUTENKRANZ City Clerk (Proper notarial acknowledgment of execution by CONSULTANT must be attached.) (President or vice-president and secretary or assistant secretary must sign for corporations. If only one officer signs, the corporation must attach a resolution certified by the secretary or assistant 'secretary under corporate seal empowering that officer to bind the corporation.) APPROVED AS TO FORM: RONALD R. BALL City Attorney BY Uk I'Jqx&y City Attorney $. L-5. we 10 Rev. 1 1 /9/93 1 STATE OF CALIFORNIA }ss. COUNTY OF 8/1~&&- 1 On aCl4u,&4- 4, I VI Lt- I before me, 3 nu C~QOd appeared T & / 12/, p L rc errV * - , personally known to mc (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/arc subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument thc person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature &A (This area for official - - " ~-. NOTARY PUBUC - CAUFORNI~. _....- p- - ~UN~CJfUmRIo F 1 Title of Document k, rex& Date of Document Au. No. of Pages 1.0 Other signatures not ac&nowledged 1 I 3008 (1194) (Geni First American Title Insurance Cornr