HomeMy WebLinkAbout1998-09-27; City Council; 12888; Hughes, Perry & Associates Consultant Contract- - CI il OF CARLSBAD - AGEhdA BILL
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TITLE:
UPDATING CONSULTANT CONTRACT FORTHE
HUMAN RESOURCES DEPARTMENT CITY MGR. $!&L
IECOMMENDED ACTION:
City Council adopt Resolution No. $4 -2% approving this consultant
contract.
JTEM EXPLANATION:
The Human Resources Department requires the professional expertise of
Hughes, Perry & Associates, a management consulting firm which has the
requisite knowledge and skills in executive recruitment, assessment
center coordination, and training. The City has, in association with the
firm of Hughes, Heiss & Associates, previously conducted business with
Richard Hughes and Richard Perry. Mr. Hughes and Mr. Perry have recently
changed the name of their firm to Hughes, Perry & Associates in
conjunction with a change in partnership. This contract update is
necessary to ensure that a current contract is in place with the new firm
of Hughes, Perry & Associates.
This agreement is ongoing and may be modified by mutual agreement of
the parties. This contract shall be terminable by either party upon thirty
(30) days written notice.
FISCAL IMPACT:
The specific fiscal impact of this action is unknown at this time, and will
depend on the number of vacancies to be filled during the budget year. The
Human Resources Department has budgeted $7,000 for executive
recruitment, and the funds for these services have been included in the
departmental operating budget for fiscal year 1994-95.
EXHIBITS:
Resolution No. 9v-238.
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RESOLUTION NO. 94-278
A RESOLUTION OF ME CITY COUNCIL OF ME
CITY OF CARLSBAD, CALIFORNIA, APPROVING AN
SFRVlCFs
AGREEMENT K>R HUMAN RESOURCES CoNSuLnra
WHEREAS, the City Council has determined that it is desirable
and necessary to retain professional consulting services in
executive recruitment, assessment center coordination and training.
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 the attached agreement
(Attachment A) authorizing the retention of Hughes, Perry &
Associates as a consultant to provide services relating to executive
recruitment, assessment center coordination and training.
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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
None
ABSENT: None
ATTEST:
ALETHA L. RAUTENKRANZ, City Clerk
(SEAL)
AGREEMENT
ATTACHMENT A
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".
REClTAbS
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.
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The City shall be obligated to assist the Consultant as mutually agreed.
3.
The work under this contract will begin within ten (1 0) 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
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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:
$100 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."
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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
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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 FW
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. p4 D
The Consultant shall comply with the state and federal laws regarding
nondiscrimination.
11. TFRMINATION OF CONTRACI
In the event of the Consultant's failure to prosecute, deliver, or perform the work
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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
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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. 33
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.
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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
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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.
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The City will provide copies of the approved plans to any other agencies.
16. QWNERSHIP 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 bo delivered forthwith to the City.
Consultant shall have the right to make one (1) copy of the plans for hidher records.
17. REPAODUCTIQN RI-
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.
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18. fl-1
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. ASSIGNMFNT OF CONTR ACT
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The Consultant shall not assign this contract or any part thereof or any monies
due thereunder without the prior written consent of the City.
20. SUBCONTRACTINS
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.
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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. VE 1 ...
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.
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. -6
This agreement shall be effective on and from the day and year first written
above.
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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. URANCE
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 ($1,000,000) each,
unless a lower amount is approved by the City Attorney or the City Manager. This
insurance shall be in force during the life of this agreement and shall not be canceled
without thirty (30) days prior written notice to the City sent by certified mail.
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The City shall be named as an additional insured on these policies. The Consultant
shall furnish certificates of insurance to the City before commencement of work.
Executed by Consultant this day of ,1994.
CONSULTANT:
mhes. Perw & Associates
(name of Consultant)
CITY OF CARLSBAD, a municipal
rnia
ATTEST:
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$C"\ 3 L?i.?9lQc5+7, HUbbV1E5. G3Sa-j ;?.sw.&& 1.
(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 Deputy City Attorney
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1 }ss. 1 STATE OF CALIFORNIA COUNTY OF L&Ufi
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appeared 1 & rc 1 \2/. Perpq J , personally known to me
(or proved to me on the basis of satisfactory evidence) to be the person($ whose name(s) is/are
subscribed to the within instrument and acknowledged to me that helshelthey executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s) or the entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Signature
Title of Document A rLcd
Date of Document Au. No. of Pages 1.0
Other signatures not adnowledged
First Amencan Tllle Insurance Company I y 3008 (1194) (General1