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HomeMy WebLinkAbout1991-02-19; City Council; 11029; Various Consultant ContractsCIT' "'3~ CARLSBAD - AGENC- BILL AB # /oh' 9 TITLE: MTG. 2-19-91 UPDATING CONSULTANT CONTRACTS FOR THE HUMAN RESOURCES DEPARTMENT DEPT. HR - I I IECOMMENDED ACTION: City Council adopt Resolution No. 9/-43 approving consultant contracts. ITEM EXPl ANATION: The Human Resources Department requires the professional expertise of a number of consultants who have the required knowledge and skills in various aspects of human resource management. This contract update is necessary to ensure that a current contract is in place with all consultants the City conducts business with. The following details the services that consultants will be performing. HUGHES. HElSS AND ASSOCIATES - This firm specializes in executive recruitment and selection. These services are invaluable when conducting executive searches for top-level positions in the City. PFID. MOOMAUGH AND ASSOCIATFS - Specializes in organizational development and training. 1 - Group Benefits Consultant that assists City staff in reviewing the various benefit programs offered by the City. FILARSKY AND WATT - Represents the City on legal matters relating to employer/employee relations issues. These contracts will be in effect for a one (1) year period and are renewable on an annual basis for a period not to exceed three (3) years. FISCAL IMPACT: This action will have no fiscal impact. The City has been conducting business with each consultant for a number of years. The funds for these services have been included in the Human Resources fiscal year 1990-91 operating budget. DHIBITS: Resolution No. Four (4) Contracts Listed Above. 8 .. I. 1 2 1 ” 4 5 e 7 E s 1c 11 12 1: 14 1: 1f l’i 1E 1s 2c 21 22 2: 24 25 26 27 2E RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING AN AGREEMENT FOR HUMAN RFSOURCFS CONSULTING SERVICFS WHEREAS, the City Council has determined that it is desirable and necessary to retain consulting services in the areas of executive recruitment and selection, organizational development, employee benefits, and employerlemployee relations. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as follows: 1. That the above recitation is true and correct. 2. That the City Council approves an agreement authorizing the retention of Hughes, Heiss, and Associates as an executive recruitment and selection consultant. 3. That the City Council approves an agreement authorizing the retention of Reid, Moomaugh, and Associates to provide employee and organizational development consulting. 4. That the City Council approves an agreement authorizing the retention of Towers, Perrin, Forster & Crosby (TPF&C) as an employee benefits consultant. 5. That the City Council approves an agreement authorizing the retention of Filarsky and Watt as a consultant to provide legal .. 1 2 3 4 5 6 7 e 9 1c 11 12 1: 14 15 1E 17 1-5 1s 2c 21 22 2: 24 25 26 27 28 services to represent the City on employerlernployee relations issues. 6. That funds are available in the Human Resources Department budget. PASSED, APPROVED, AND ADOPTED at a regular meeting of the City Council of the City of Carlsbad, California, on the 19th day of February , 1991, by the following vote, to wit: AYES: Council Members Lewis, Kulchin, Larson, Nygaard and Stanton NOES: None. ABSENT: None. _" ATTEST: KAREN R. KUNDTZ, Assistant City Clerk (SEAL) AGREEMENT THIS AGREEMENT, made and entered into as of the first day of January, 1991, by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as "City", and Reid, Moomaugh and Associates, hereinafter referred to as "Consultant". RECITALS City requires the services of Reid, Moornaugh and Associates to provide the necessary consulting services for providing employee and organizational development training; 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 Provide necessary consulting services relating to the City of Carlsbad's Organizational Excellence Committee. Consultant will also facilitate meetings relating to organizational development within the City of Carlsbad. 7 2. CITY OBLIGATIONS The City shall direct the scope of work assignment to Consultant. 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 90 days of that date. Extensions of time may be granted if requested by the Consultant and agreed to in writing by the City Manager. The City Manager will 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. PEES TO BE PAID TO CONSULTANT The lump sum fee payable according to Paragraph 6, "Payment of Fees," shall be $125 an hour. No other compensation for services will be allowed except those items covered by supplemental agreements per Paragraph 7, "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. L Rev. 7/2/90 6. PAYMENTOF FEES Payment of fees shall be upon delivery of services. 7. 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 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. 8. COVENANTS AGAIN= CONTTNGENT FEES The Consultant warrants that their firm has not employed or retained any 3 Rev. 7/2/90 .- company or person, other 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. 9. NONDISCRIMINATION CLAUSE The Consultant shall comply with the state and federal laws regarding nondiscrimination. 10. l"INATI0N OF CONTRACT In the event of the Consultant's failure to prosecute, deliver, or perform the work as provided for in this contract, the City may terminate this contract for nonperfonnance 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 Director. The Human Resources Director shall make a determination of fact based upon the documents delivered to City of the percentage of work which the 4 Rev. 7/2/90 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. 11. 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 Human Resources Director. 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 Human Resources Director 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 Council shall be binding upon the parties involved, although nothing in this procedure shall prohibit the parties seeking remedies available to them at law. 5 Rev. 7/2/90 12. 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. 13. SI'ATUS 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, 6 Rev. 7/2/90 overtime payment, or workers' compensation payment which the City may be required to make 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. 14. 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, not for personal injuries or death caused by, or claimed to have been caused by, or resulting from, any intentional or negligent acts, errors or omission 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 liabilities or claims of any kind and any cost and expense that is incurred by the City on account of any of the foregoing liabilities, including liabilities or claims by reason of alleged defects in any plans and specifications. 7 Rev. 7/2/90 .. 15. ASSIGNMENT OF CONTRACT The Consultant shall not assign this contract or any part thereof or any monies due thereunder without the prior written consent of the City. 16. 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 directly 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. 17. PROHIBITJD 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 a Rev. 7/2/90 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. 18. VERBAL AGREEMENT OR CONVERSATION No verbal agreement or conversation with any officer, 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. 19. 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. 20. EFFECTlVE DATE This agreement shall be effective on and from the day and year first above written. 9 Rev. 7/2/90 21. comcr OF INTEREsl- The Consultant shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Consultant shall report investments or interests in real property. 10 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 //+A day of c, 1990. CONSULTANT: CITY OF CARLSBAD, a municipal corporation of the State of California (name of Consultant) By: By: (sign here) ATTEST: 7.74, KAREN R. KUNDTZ, Assistant 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: VINCENT F. BIONDO, JR. 11 Rev. 7/2/90 - City of Carlsbad October 11, 1990 TO: PURCHASING OFFICE FROM: CITY MANAGER WAIVER OF INSURANCE REQUIREMENTS The City of Carlsbad will be entering into a contract with Reid Moomaugh and Associates. This contract will be taken to the City Council for approval in November, 1990. Due to the nature of the services provided by Reid Moomaugh and Associates, I feel it is appropriate for the City to waive Article Number 22 relative to the standard cc: Assistant City Manager Human Resources Director 1200 Carlsbad Village Drive - Carlsbad, California 92008-1989 - (619) 434-2821 AGREEMENT THIS AGREEMENT, made and entered into as of the first day of January, 1991, by and between the CITY OF CARLSBAD a municipal corporation, hereinafter referred to as "City", and Hughes, Heiss and Associates, hereinafter referred to as "Consultant". RECITALS City requires the services of Hughes, Heiss and Associates 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. 1 Rev. 7/2/90 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 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 Consultant shall be paid for professional services at the hourly rate of: $100 Consultant $25 Professional Staff $30 Clerical Staff 5. DURATION OF CONTRACT This agreement shall extend for a period of one year from date thereof. The 2 Rev. 7/2/90 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 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 3 Rev. 7/2/90 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 AGAIN= 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. 10. NONDISCRIMINATION CLAUSE The Consultant shall comply with the state and federal laws regarding nondiscrimination. 4 Rev. 7/2/90 11. TERMINATION OF CONTRACT In the event of the Consultant’s failure to prosecute, deliver, or perform the work 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 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 Human Resources Department or principal receiving the letter shall reply to the letter along 5 Rev. 7/2/90 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 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. SATUS 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 6 Rev. 7/2/90 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 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 REOWREhENTS 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. 7 Rev. 7/2/90 16. OWNERSHIP OF DOCUMENTS AU 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. 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, not for personal injuries or death caused by, or claimed to have been caused by, or resulting from, any intentional or negligent acts, errors or omission 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 liabilities or claims of any kind and any cost and expense that is incurred by the City on account of any of the foregoing liabilities, including liabilities or claims by reason of alleged defects in any plans and specifications. 18. ASSIGNMENT OF CONTRAm The Consultant shall not assign this contract or any part thereof or any monies due thereunder without the prior written consent of the City. 8 Rev. 7/2/90 19. 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 directly 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. 20. 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. 9 Rev. 7/2/90 . .. 21. VERBAL AGREEMENT OR CONVERSATION No verbal agreement or conversation with any officer, 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. 22. 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. 23. EFFE(sTIvE DATE This agreement shall be effective on and from the day and year first above written. 24. CONFLICT OF INTEREST The Consultant shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Consultant shall report investments or interests in real property. 10 Rev. 7/2/90 25. 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. 90-96 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. .... .... .... .... .... .... .... .... .... .... .... .... 11 Rev. 7/2/90 . c 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 39% day of ~~"a- , 1990. CONSULTANT CITY OF CARLSBAD, a municipal corporation of the State of California Huzhes. Heiss and Associates (name of Consultant) By: By: AlTEST: 2, L- LJ P- (print name here) $, vF_ ?".c,-T -+, (title and organization of signatory) City Clerk KAREN R. KUNDTZ, Assistant 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: VINCENT F. BIONDO, JR. City Attorney 12 Rev. 7/2/90 AGREEMENT THIS AGREEMENT, made and entered into as of the first day of January, 1991, by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as "City", and Towers, Penin, Forster, & Crosby (TPF&C) hereinafter referred to as "Consultant". RECITALS City requires the services of TPF&C to provide the necessary consultant services for the review of the City's group benefits program; 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 a. Consultants will examine the specific elements of the City's group benefit program, including: Funding - Plan design 1 Rev. 7/2/90 -_ Cost-containment initiatives Eligibility provisions Flexible benefits - Claims administration HMO/prepaid plan strategy Retiree coverage - Employee Assistance Program Wellness Employee communications b. Consultants’ responsibilities will include the following accomplishments: Meet with City personnel and bargaining unit representatives to review overall philosophy of funding, plan design, employee(er) contributions, employee relations, etc. Gather necessary data from the City and insurance carriers. Evaluate current arrangements. - Develop alternative funding and design options. Prepare recommendations. c. Consultants will address the following specific issues: - Should the City continue its current minimum premium 2 Rev. 7/2/90 arrangement with present insurance camers? What alternative funding arrangements are available and how do their costs compare with your current arrangement? Is full self-funding feasible for the City given your cost situation? Should the funding method include some type of risk transfer, such as specific and aggregate stop-loss? What type of plan changes would be appropriate in view of your employee relations environment? - What plan design incentives would encourage employees to use your program more cost-effectively? Should the deductible and coinsurance features be modified? Should eligibility provisions be modified? - What level of employee contribution is appropriate? What analytical data on plan utilization will be available to assist you in establishing cost-containment priorities? Is your current Preferred Provider Organization (PPO) currently providing effective discounts? Are your current Long-Term Disability (LTD) and sick leave programs operating cost-effectively? - How will current legislation affect your employee benefit program? 3 Rev. 7/2/90 Does a flexible spending account for flexible benefits make sense for the City? How can employee communications be designed to improve employe understanding and appreciation of your plans to enhance cost-effectiveness as well? - Are the rates of the current voluntary life and Accidental Death and Dismemberment (AD&D) program competitive? How will the City react to the recent COBRA legislation within the administrative structure? 4 Rev. 7/2/90 2. CITY OBLIGATIONS The City shall provide any documents that are necessary for Consultant to complete their scope of work. 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 30 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 Director will 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 amount to be paid by the City to TPF&C for services rendered under the provisions of this agreement shall be in accordance with the following: a. Consultant will be paid for its services rendered pursuant to this agreement on an hourly basis at the hourly rates set forth below: Actuary (consultant) $250 consultant $1 60 consultant $150 5 Rev. 7/2/90 Actuarial Specialist $120 Secretarial $80 Consultant will also be reimbursed for out-of-pocket expenses incurred in connection with performance of this agreement as approved by the Human Resources Director. b. Payments will be made by the City upon monthly billings to be submitted by TPF&C documenting hours spent on this project and reimbursable costs. c. TPF&C adjusts the hourly rate of its consultants and other staff members on an annual basis. The hourly rates outlined above will be subject to change on January 1 of each year of the agreement. TPF&C may also require other TPF&C consultants (other than those mentioned above) to perform services for the City. Their hourly rates will be negotiated with the City before any work is started. d. TPF&C shall submit monthly billings to the City. 5. DURATION OF CONTRACX This agreement shall extend for a period of one year from date thereof. The 6 Rev. 7/2/90 contract may be extended for three additional one (1) year periods or parts thereof, based upon satisfactory performance and the City's needs. 6. PAYMENTOF FEFS Payment of fees shall be upon delivery of services as needed. 7. FINAL SUBMISSIONS Within fifteen (15) days of completion and approval of the Human Resources Director the Consultant shall deliver the required work to the City. 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 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 7 Rev. 7/2/90 .- agreement shall not render ineffective or invalidate unaffected portions of the agreement. 9. COVENANTS AGAINST CONTINGENT PEES The Consultant warrants that their firm has not employed or retained any company or person, other 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. 10. 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 a Rev. 7/2/90 work 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 Resourcs Director. The Human Resources Director 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 Human Resources Director. 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 Human Resources Director 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 9 Rev. 7/2/90 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 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 fee payable under paragraph 4. The City shall make the find 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. 10 Rev. 7/2/90 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 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 FtEOIJWWENTS The Consultant shall cause all recommendations 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. 11 Rev. 7/2/90 16. OWNERSHIP OF WCUMENTS AU reports and studies 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 hisher records. 17. 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, not for personal injuries or death caused by, or claimed to have been caused by, or resulting from, any intentional or negligent acts, errors or omission 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 liabilities or claims of any kind and any cost and expense that is incurred by the City on account of any of the foregoing liabilities, including liabilities or claims by reason of alleged defects in any plans and specifications. 12 Rev. 7/2/90 18. ASSIGNMENT OF CONTRAm The Consultant shall not assign this contract or any part thereof or any mories due thereunder without the prior written consent of the City. 19. 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 directly 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 contrq in the subcontract in question approved in writing by the City. 20. PROHIBITED INTENZX 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 13 Rev. 7/2/90 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. 21. VERBAL AGREEMENT OR CONVERSATION No verbal agreement or conversation with any officer, 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. 22. 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. 23. EFFEClWE DATE This agreement shall be effective on and from the day and year first above written. 14 Rev. 7/2/90 24. CONFLICT OF The Consultant shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Consultant shall report investments or interests in real property. 25. 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. 90-96 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. .... .... .... .... .... .... 15 Rev. 7/2/90 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 54 day of 1990. CONSULTANT: Towers. Pemn. Forster. & Crosbv (name of Consultant) By: qsign here) CITY OF CARLSBAD, a municipal corporation of the State of California By: ATTEST: (print name here) " (title and orgilfiization of signatory) . KAREN R. KUNDTZ, Assistant 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: VINCENT F. BIONDO, JR. 16 Rev. 7/2/90 AGREEMENT THIS AGREEMENT, made and entered into as of the first day of January, 1991, by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as "City", and Filarsky & Watt, hereinafter referred to as "Consultant". REClTALS City requires the services of Filarsky & Watt, consultant to provide Legal Services; 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. To provide Legal Services in representing the City on employerlemployee relations issues. 1 Rev. 10122l90 2. - The City shall be obligated to assist the Consultant as mutually agreed. 3. FEES TO BE PAID TO CONSULTANT Consultant to be paid at a hourly rate of $120.00 for professional services. This hourly rate is subject to change on an annual basis. 4. P This agreement shall extend for a period of one (1) year commencing January 1, 1991. The contract may be extended for three (3) additional one (1) year periods or parts thereof, based upon satisfactory performance and the City's needs. 5. - Payment of fees shall be on a monthly basis predicated on hours worked. 2 Rev. 10/22/90 .. 6. 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 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. 7. COVFNANTS AGAINST CONTIN- 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 3 Rev. 10122l90 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. 8. E(ONDISCR&UNATION CLAUSE The Consultant shall comply with the state and federal laws regarding nondiscrimination. 9. -NATION OF CO- In the event of the Consultant's failure to prosecute, deliver, or perform the work 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 4 Rev. 10/22/90 documents owned by the City and all work in progress to the Human Resources Director. The Human Resources Director 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. 10. 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 Human Resources Director. 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 Human Resources Director or principal receiving the letter shall reply to the letter along with a recommended method of resolution within ten (10) days. If the 5 Rev. 10122190 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 Council shall be binding upon the parties involved, although nothing in this procedure shall prohibit the parties seeking remedies available to them at law. 11. SUSPFNSION OR TFRMINATION OF S- 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. The City shall make the final determination as to the portions of tasks completed and the compensation to be made. 6 Rev. 10/22/90 12. STATUS OF THF 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 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 7 Rev. 10/22/90 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. 13. OWNERSHIP OF DOCUMFNTS 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 hislher records. 1 4. BFPRODUCTlm 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. 8 Rev. 10122190 -. 15. HOLD HAqMLFSS AGREEMFNT 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 liabilities or claims of any kind and any cost, expense or attorney's fees which are incurred by the City on account of any of the foregoing liabilities, including liabilities or claims by reason of alleged defects in any plans and specifications. 9 Rev. 10/22/90 16. PSSIGWFNT OF CONTRACT The Consultant shall not assign this contract or any part thereof or any monies due thereunder without the prior written consent of the City. 17. 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 directly 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. 10 Rev. 10122190 18. 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. 19. WAL AGREEMFNT OR CONVERSATION No verbal agreement or conversation with any officer, 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. 11 Rev. 10/22/90 20. SUCCESSORS OR ASSIGNS Subject to the provisions of Paragraph 15, "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. 21. EFFFCTIVE DATE This agreement shall be effective on and from the day and year first above written. 22. The Consultant shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Consultant shall report investments or interests in real property. 23. MSURANCE The Consultant shall obtain and maintain policies of general liability insurance, automobile liability insurance, and a combined 12 Rev. 10/22/90 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. 90-96 in an insurable amount of $300,000. 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. . .... .... .... .... .... .... .... 13 Rev. 10122190 r Executed by Consultant this Ju day of I/ 1991. CONSULTANT: v & Watt (name of Consultant) dL 4 L"7 (print name here) A&**. /V.W &R"d rl (title and organization of signatory) CITY OF CARLSBAD, a municipal corporation of the State of California City Manager or Mayor ATTEST: City Clerk , , .- KAREN R. KUNDTZ, Assistant City Clerk (Proper notarial acknowledgment of execution by CONSULTANT must be attached.) 14 Rev. 10/22/90 r. * (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: VINCENT F. BIONDO, JR. City Attorney . 15 Rev. 10/22/90