2200 - Regional Government Services - Human Resource Services CITY OF ROSEMEAD
PROFESSIONAL SERVICES AGREEMENT
1. PARTIES AND DATE.
This Agreement is made and entered into this 19th day of September, 2016 by and
between the City of Rosemead, a municipal organization organized under the laws of the
State of California with its principal place of business at 8838 E. Valley Blvd., Rosemead,
California 91770 ("City") and Regional Government Services Authority (RGS), a joint
powers authority with its principal place of business at P.O. Box 1350, Carmel Valley, CA
93924 ("Consultant"). City and Consultant are sometimes individually referred to herein
as "Party" and collectively as "Parties."
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of certain
professional services required by the City on the terms and conditions set forth in this
Agreement. Consultant represents that it is experienced in providing Humans Resources
services to public clients, is licensed in the State of California, and is familiar with the
plans of City.
2.2 Project.
City desires to engage Consultant to render such services for Human Resource
related activities project ("Project") as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Consultant promises and agrees to
furnish to the City all labor, materials, tools, equipment, services, and incidental and
customary work necessary to fully and adequately supply the professional consulting
services necessary for the Project ("Services"). The Services are more particularly
- --_ descri ed in Exhibit "A" attached hereto and incorporated herein by reference. All
Services shall be subject to, and performed in accordance with, this Agreement, the
exhibits attached hereto and incorporated herein by reference, and all applicable local,
state and federal laws, rules and regulations.
3.1.2 Term. The term of this Agreement shall be from September 19, 2016
to September 18, 2017, unless earlier terminated as provided herein. Consultant shall
complete the Services within the term of this Agreement, and shall meet any other
established schedules and deadlines.
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3.2 Responsibilities of Consultant.
3.2.1 Control and Payment of Subordinates; Independent Contractor. The
Services shall be performed by Consultant or under its supervision. Consultant will
determine the means, methods and details of performing the Services subject to the
requirements of this Agreement. City retains Consultant on an independent contractor
basis and not as an employee. Consultant retains the right to perform similar or different
services for others during the term of this Agreement. Any additional personnel
performing the Services under this Agreement on behalf of Consultant shall also not be
employees of City and shall at all times be under Consultant's exclusive direction and
control. Consultant shall pay all wages, salaries, and other amounts due such personnel
in connection with their performance of Services under this Agreement and as required
by law. Consultant shall be responsible for all reports and obligations respecting such
additional personnel, including, but not limited to: social security taxes, income tax
withholding, unemployment insurance, disability insurance, and workers' compensation
insurance.
3.2.2 Schedule of Services. Consultant shall perform the Services
expeditiously, within the term of this Agreement, and in accordance with the Schedule of
Services set forth in Exhibit "B" attached hereto and incorporated herein by reference.
Consultant represents that it has the professional and technical personnel required to
perform the Services in conformance with such conditions. In order to facilitate
Consultant's conformance with the Schedule, City shall respond to Consultant's
submittals in a timely manner. Upon request of City, Consultant shall provide a more
detailed schedule of anticipated performance to meet the Schedule of Services.
3.2.3 Conformance to Applicable Requirements. All work prepared by
Consultant shall be subject to the approval of City.
3.2.4 Substitution of Key Personnel. Consultant has represented to City
that certain key personnel will perform and coordinate the Services under this Agreement.
Should one or more of such personnel become unavailable, Consultant may substitute
other personnel of at least equal competence upon written approval of City. In the event
that City and Consultant cannot agree as to the substitution of key personnel, City shall
be entitled to terminate this Agreement for cause. As discussed below, any personnel
who fail or refuse to perform the Services in a manner acceptable to the City, or who are
determined by the City to be uncooperative, incompetent, a threat to the adequate or
timely completion of the Project or a threat to the safety of persons or property, shall be
promptly removed from the Project by the Consultant at the request of the City. The key
personnel for performance of this Agreement are as follows: Tiffany Bose, Sr. Lead HR
Advisor.
3.2.5 City's Representative. The City hereby designates the Assistant City
Manager, or his or her designee, to act as its representative for the performance of this
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Agreement ("City's Representative"). City's Representative shall have the power to act
on behalf of the City for all purposes under this Contract. Consultant shall not accept
direction or orders from any person other than the City's Representative or his or her
designee.
3.2.6 Consultant's Representative. Consultant hereby designates Tiffany
Bose or her designee, to act as its representative for the performance of this Agreement
("Consultant's Representative"). Consultant's Representative shall have full authority to
represent and act on behalf of the Consultant for all purposes under this Agreement. The
Consultant's Representative shall supervise and direct the Services, using his/her best
skill and attention, and shall be responsible for all means, methods, techniques,
sequences and procedures and for the satisfactory coordination of all portions of the
Services under this Agreement.
3.2.7 Coordination of Services. Consultant agrees to work closely with
City staff in the performance of Services and shall be available to City's staff, consultants
and other staff at all reasonable times.
3.2.8 Standard of Care; Performance of Employees. Consultant shall
perform all Services under this Agreement in a skillful and competent manner, consistent
with the standards generally recognized as being employed by professionals in the same
discipline in the State of California. Consultant represents and maintains that it is skilled
in the professional calling necessary to perform the Services. Consultant warrants that
all employees and subcontractors shall have sufficient skill and experience to perform the
Services assigned to them. Finally, Consultant represents that it, its employees and
subcontractors have all licenses, permits, qualifications and approvals of whatever nature
that are legally required to perform the Services, including a City Business License, and
that such licenses and approvals shall be maintained throughout the term of this
Agreement. As provided for in the indemnification provisions of this Agreement,
Consultant shall perform, at its own cost and expense and without reimbursement from
the City, any services necessary to correct errors or omissions which are caused by the
Consultant's failure to comply with the standard of care provided for herein. Any
employee of the Consultant or its sub-consultants who is determined by the City to be
uncooperative, incompetent, a threat to the adequate or timely completion of the Project,
a threat to the safety of persons or property, or any employee who fails or refuses to
perform the Services in a manner acceptable to the City, shall be promptly removed from
the Project by the Consultant and shall not be re-employed to perform any of the Services
or to work on the Project.
3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of
and in compliance with all local, state and federal laws, rules and regulations in any
manner affecting the performance of the Project or the Services, including all Cal/OSHA
requirements, and shall give all notices required by law. Consultant shall be liable for all
violations of such laws and regulations in connection with Services. If the Consultant
performs any work knowing it to be contrary to such laws, rules and regulations and
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without giving written notice to the City, Consultant shall be solely responsible for all costs
arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors,
officers, employees and agents free and harmless, pursuant to the indemnification
provisions of this Agreement, from any claim or liability arising out of any failure or alleged
failure to comply with such laws, rules or regulations.
3.2.10 Insurance.
3.2.10.1 Time for Compliance. Consultant shall maintain prior
to the beginning of and for the direction of this Agreement insurance coverage as
specified in Exhibit D attached to and part of this agreement.
3.2.11 Safety. Contractor shall execute and maintain its work so as
to avoid injury or damage to any person or property. In carrying out its Services, the
Contractor shall at all times be in compliance with all applicable local, state and federal
laws, rules and regulations, and shall exercise all necessary precautions for the safety of
employees appropriate to the nature of the work and the conditions under which the work
is to be performed. Safety precautions as applicable shall include, but shall not be limited
to: (A)adequate life protection and life saving equipment and procedures; (B) instructions
in accident prevention for all employees and subcontractors, such as safe walkways,
scaffolds, fall protection ladders, bridges, gang planks, confined space procedures,
trenching and shoring, equipment and other safety devices, equipment and wearing
apparel as are necessary or lawfully required to prevent accidents or injuries; and (C)
adequate facilities for the proper inspection and maintenance of all safety measures.
3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation, including
authorized reimbursements, for all Services rendered under this Agreement at the rates
set forth in Exhibit C attached hereto and incorporated herein by reference. The total
compensation shall not exceed twnenty nine thousand nine hundred and ninty nine
dollars ($29,999.00) without advance written approval of the city manager's project
manager. Extra Work may be authorized, as described below, and if authorized, will be
compensated at the rates and manner set forth in this Agreement.
3.3.2 Payment of Compensation. Consultant shall submit to the City a
statement which indicates work completed by Consultant. The City agrees to pay
Consultant per the fees in exhibit C.
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed
for any additional expenses unless authorized in writing by City.
3.3.4 Extra Work. At any time during the term of this Agreement, City may
request that Consultant perform Extra Work. As used herein, "Extra Work" means any
work which is determined by City to be necessary for the proper completion of the Project,
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but which the parties did not reasonably anticipate would be necessary at the execution
of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work
without written authorization from City's Representative.
3.3.5 Prevailing Wages. Deleted
3.4 Accounting Records.
3.4.1 Maintenance and Inspection. Consultant shall maintain complete
and accurate records with respect to all costs and expenses incurred under this
Agreement. All such records shall be clearly identifiable. Consultant shall allow a
representative of City during normal business hours to examine, audit, and make
transcripts or copies of such records and any other documents created pursuant to this
Agreement. Consultant shall allow inspection of all work, data, documents, proceedings,
and activities related to the Agreement for a period of three(3)years from the date of final
payment under this Agreement.
3.5 General Provisions.
3.5.1 Termination of Agreement.
3.5.1.1 Grounds for Termination. City may, by written notice
to Consultant, terminate the whole or any part of this Agreement at any time and without
cause by giving written notice to Consultant of such termination, and specifying the
effective date thereof, at seven (7) days before the effective date of such termination.
Upon termination, Consultant shall be compensated for all direct service hours on work-
in-progress which have been adequately rendered to City; however, in no event shall the
City be obligated to pay more than the total amount of the Contract. The Consultant may
also terminate this Agreement by written notice to City, terminate the whole or any part of
this Agreement at any time and without cause by giving written notice to City of such
termination, and specifying the effective date thereof, at seven (7) days before the
effective date of such termination.
3.5.1.2 Effect of Termination. If this Agreement is terminated
as provided herein, City may require Consultant to provide all finished or unfinished
Documents and Data and other information of any kind prepared by Consultant in
connection with the performance of Services under this Agreement. Consultant shall be
required to provide such document and other information within fifteen (15) days of the
request.
3.5.1.3 Additional Services. In the event this Agreement is
terminated in whole or in part as provided herein, City may procure, upon such terms and
in such manner as it may determine appropriate, services similar to those terminated.
3.5.2 Delivery of Notices. All notices permitted or required under this
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Agreement shall be given to the respective parties at the following address, or at such
other address as the respective parties may provide in writing for this purpose:
CONSULTANT:
Regional Government Services Authority
P.O. Box 1350
Carmel Valley, CA 93924
Attn: Tiffany Bose
CITY:
City of Rosemead
P.O. Box 399
Rosemead, CA 91770
Attn: Brad McKinney
Such notice shall be deemed made when personally delivered or when mailed,
forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and
addressed to the party at its applicable address. Actual notice shall be deemed adequate
notice on the date actual notice occurred, regardless of the method of service.
3.5.3 Ownership of Materials and Confidentiality.
3.5.3.1 Documents & Data; Licensing of Intellectual Property.
This Agreement creates a non-exclusive and perpetual license for City to copy, use,
modify, reuse, or sublicense any and all copyrights, designs, and other intellectual
property embodied in plans, specifications, studies, drawings, estimates, and other
documents or works of authorship fixed in any tangible medium of expression, including
but not limited to, physical drawings or data magnetically or otherwise recorded on
computer diskettes, which are prepared or caused to be prepared by Consultant under
this Agreement ("Documents & Data"). Consultant shall require all subcontractors to
agree in writing that City is granted a non-exclusive and perpetual license for any
Documents & Data the subcontractor prepares under this Agreement. Consultant
represents and warrants that Consultant has the legal right to license any and all
Documents & Data. Consultant makes no such representation and warranty in regard to
Documents & Data which were prepared by design professionals other than Consultant
or provided to Consultant by the City. City shall not be limited in any way in its use of the
Documents and Data at any time, provided that any such use not within the purposes
intended by this Agreement shall be at City's sole risk.
3.5.3.2 Confidentiality. All ideas, memoranda, specifications,
plans, procedures, drawings, descriptions, computer program data, input record data,
written information, and other Documents and Data either created by or provided to
Consultant in connection with the performance of this Agreement shall be held
confidential by Consultant. Such materials shall not, without the prior written consent of
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City, be used by Consultant for any purposes other than the performance of the Services.
Nor shall such materials be disclosed to any person or entity not connected with the
performance of the Services or the Project. Nothing furnished to Consultant which is
otherwise known to Consultant or is generally known, or has become known, to the
related industry shall be deemed confidential. Consultant shall not use City's name or
insignia, photographs of the Project, or any publicity pertaining to the Services or the
Project in any magazine, trade paper, newspaper, television or radio production or other
similar medium without the prior written consent of City.
3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one
another, and shall take any additional acts or sign any additional documents as may be
necessary, appropriate or convenient to attain the purposes of this Agreement.
3.5.5 Attorney's Fees. If either party commences an action against the
other party, either legal, administrative or otherwise, arising out of or in connection with
this Agreement, the prevailing party in such litigation shall be entitled to have and recover
from the losing party reasonable attorney's fees and all other costs of such action.
15.6 Indemnification. Consultant shall defend, indemnify and hold the
City, its officials, officers, employees, volunteers and agents free and harmless from any
and all claims, demands, causes of action, costs, expenses, liability, loss, damage or
injury, in law or equity, to property or persons, including wrongful death, in any manner
arising out of or incident to any alleged acts, omissions or willful misconduct of Consultant,
its officials, officers, employees, agents, consultants and contractors arising out of or in
connection with the performance of the Services, the Project or this Agreement, including
without limitation the payment of all consequential damages and attorneys fees and other
related costs and expenses, except for such loss or damage arising from the negligence
or willful misconduct of the Agency. Consultant shall defend, at Consultant's own cost,
expense and risk, any and all such aforesaid suits, actions or other legal proceedings of
every kind that may be brought or instituted against City, its directors, officials, officers,
employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award
or decree that may be rendered against City or its directors, officials, officers, employees,
agents or volunteers, in any such suit, action or other legal proceeding. Consultant shall
reimburse City and its directors, officials, officers, employees, agents and/or volunteers,
for any and all legal expenses and costs incurred by each of them in connection therewith
or in enforcing the indemnity herein provided. _ .•_ _ ._ • '_ - <_ .. • • '•t:•• • .•.
3.5.7 Entire Agreement. This Agreement contains the entire Agreement
of the parties with respect to the subject matter hereof, and supersedes all prior
negotiations, understandings or agreements. This Agreement may only be modified by
a writing signed by both parties.
3.5.8 Governing Law. This Agreement shall be governed by the laws of
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the State of California. Venue shall be in Los Angeles County.
3.5.9 Time of Essence. Time is of the essence for each and every
provision of this Agreement.
3.5.10 City's Right to Employ Other Consultants. City reserves right to
employ other consultants in connection with this Project.
3.5.11 Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the parties.
3.5.12 Assignment or Transfer. Consultant shall not assign, hypothecate,
or transfer, either directly or by operation of law, this Agreement or any interest herein
without the prior written consent of the City. Any attempt to do so shall be null and void,
and any assignees, hypothecates or transferees shall acquire no right or interest by
reason of such attempted assignment, hypothecation or transfer.
3.5.13 Construction; References; Captions. Since the Parties or their
agents have participated fully in the preparation of this Agreement, the language of this
Agreement shall be construed simply, according to its fair meaning, and not strictly for or
against any Party. Any term referencing time, days or period for performance shall be
deemed calendar days and not work days. All references to Consultant include all
personnel, employees, agents, and subcontractors of Consultant, except as otherwise
specified in this Agreement. All references to City include its elected officials, officers,
employees, agents, and volunteers except as otherwise specified in this Agreement. The
captions of the various articles and paragraphs are for convenience and ease of reference
only, and do not define, limit, augment, or describe the scope, content, or intent of this
Agreement.
3.5.14 Amendment; Modification. No supplement, modification, or
amendment of this Agreement shall be binding unless executed in writing and signed by
both Parties.
3.5.15 Waiver. No waiver of any default shall constitute a waiver of any
other default or breach, whether of the same or other covenant or condition. No waiver,
benefit, privilege, or service voluntarily given or performed by a Party shall give the other
Party any contractual rights by custom, estoppel, or otherwise.
3.5.16 No Third Party Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.5.17 Invalidity; Severability. If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the
remaining provisions shall continue in full force and effect.
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3.5.18 Prohibited Interests. Consultant maintains and warrants that it has
not employed nor retained any company or person, other than a bona fide employee
working solely for Consultant, to solicit or secure this Agreement. Further, Consultant
warrants that it has not paid nor has it agreed to pay any company or person, other than
a bona fide employee working solely for Consultant, any fee, commission, percentage,
brokerage fee, gift or other consideration contingent upon or resulting from the award or
making of this Agreement. Consultant further agrees to file, or shall cause its employees
or subconsultants to file, a Statement of Economic Interest with the City's Filing Officer
as required under state law in the performance of the Services. For breach or violation
of this warranty, City shall have the right to rescind this Agreement without liability. For
the term of this Agreement, no member, officer or employee of City, during the term of his
or her service with City, shall have any direct interest in this Agreement, or obtain any
present or anticipated material benefit arising therefrom.
3.5.19 Equal Opportunity Employment. Consultant represents that it is an
equal opportunity employer and it shall not discriminate against any subcontractor,
employee or applicant for employment because of race, religion, color, national origin,
handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited
to, all activities related to initial employment, upgrading, demotion, transfer, recruitment
or recruitment advertising, layoff or termination. Consultant shall also comply with all
relevant provisions of City's Minority Business Enterprise program, Affirmative Action
Plan or other related programs or guidelines currently in effect or hereinafter enacted.
3.5.20 Labor Certification. By its signature hereunder, Consultant certifies
that it is aware of the provisions of Section 3700 of the California Labor Code which
require every employer to be insured against liability for Worker's Compensation or to
undertake self-insurance in accordance with the provisions of that Code, and agrees to
comply with such provisions before commencing the performance of the Services.
3.5.21 Authority to Enter Agreement. Consultant has all requisite power and
authority to conduct its business and to execute, deliver, and perform the Agreement.
Each Party warrants that the individuals who have signed this Agreement have the legal
power, right, and authority to make this Agreement and bind each respective Party.
3.5.22 Counterparts. This Agreement may be signed in counterparts, each
of which shall constitute an original.
3.6 Subcontracting.
3.6.1 Prior Approval Required. Consultant shall not subcontract any
portion of the work required by this Agreement, except as expressly stated herein,without
prior written approval of City. Subcontracts, if any, shall contain a provision making them
subject to all provisions stipulated in this Agreement.
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CITY OF ROSEMEAD REGIONAL GOVERNMENT SERVICES
AUTHORIITTY / i
By: 13&Lk 1Z ,'�ca... By: .4) ia%;f%eedie
Bill R. Manis
City Manager //
Name: 4/e40/7. 7- 7
Attest:
T itle: .&ecl?4 1-/e 044 E-c,t
Marc Donohue /
City Clerk
BY: alma
Approved as to Form: /
Rachel Richman Name: 5titn Q�inl"
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Title: AuN,6 J�'j L
City Attorney
EXHIBIT A
SCOPE OF SERVICES
1. Subject to the terms and conditions of this Agreement, RGS shall assign an RGS
employee or employees to serve as the Human Resources Management
Advisor(s)to the City of Rosemead, which may require performing any or all of the
functions described below:
2. Provide ongoing weekly Human Resources Management services including at
least 24, and up to 40, hours of regular onsite office hours every week. Human
Resource Management services include initiation of work on priority projects and
also include the following activities as needed:
• Research best practices and draft human resources administrative policies,
procedures, forms and templates to develop an effective and compliant
system of human resources management practices and personnel
transactions.
• Confer with staff and employee representatives as requested to obtain input
and/or feedback regarding policy and procedure recommendations; or to
obtain information relevant to the resolution of personnel issues.
• Create policy implementation plans and timelines, including identification of
roles/activities to be carried out by the City's managers and supervisors.
• Coach or train managers and supervisors on policies and implementation,
prepare educational and informational and procedural documents, and
participate in implementation meetings as needed.
• Conduct team building, conflict resolution, and management skills
coaching.
• Draft specific documentation relevant to resolving a range of personnel
issues; coach supervisors on conducting sensitive personnel
conversations.
• Prepare job class specifications, and conduct compensation studies and
surveys.
• Develop and conduct managerial, supervisory, or employee training
courses.
• Conduct research and prepare essential functions information as needed.
• Conduct recruitment processes to fill vacancies, and/or design selection
instruments to be used in such processes.
• Provide written documentation of analysis and recommendations as
needed.
• Be reasonably available to perform services during the normal work week.
• Meet as often as necessary for the purpose of consulting about the City's
human resources needs and issues, and the scope of work performed.
• Assessment of current practices: This assessment has several objectives:
1) to identify effective existing policies and practices; 2) to identify gaps or
ineffective policies and practices; 3)to identify the roles of staff and the tools
used in administration of the present personnel system; and 4) to identify
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key cultural perspectives in the City in order to provide effective
communications throughout the process to all employees. Advisor(s)will:
o Review the City's existing Personnel Policy Handbook, other
documents, and pay and personnel administration files, all of which are
critical to identifying the organization's human resources practices,
policies and systems.
o Interview key staff to identify both past practices and current
expectations regarding personnel administration activities and specific
roles.
o Develop a recommended process and timeline for the update of
personnel policies, procedures and associated systems, including:
• Meet with the City Manager to prepare a timeline to address the
various identified issues, and to plan for applicable key stakeholder
engagement;
• A recommendation as to effective staff roles and administration tools
to support implementation and ongoing administration of policies;
• Coach or train managers and supervisors on new policies and
implementation, prepare educational and informational documents,
and participate in implementation meetings as needed;
• An outline of related employee communications and training,
including supervisory training.
• Implementation of recommended HR Administration. Advisor(s)will:
o Begin working on the assessment results based on feedback from the
City Manager.
o Sequence and prioritize the development of policies, procedures, and
practices.
o Confer with management staff and supervisors upon request to provide
a full range of human resources management advice and personnel
problem solving recommendations.
o Upon management request, meet jointly with managers or supervisors,
employees and/or employee association representatives for the
purposed of problem clarification or resolution.
o Participate on behalf of the City in conducting: workers' compensation
case management and interactive accommodation processes; risk
management, medical leave management; labor negotiations; or any
other activity requiring direct and ongoing engagement with the non-
management employees of the City.
o Address routine human resources matters.
The assessment services will begin immediately upon authorization of a contract
for services, and the phase 2 part of the process will begin shortly thereafter.
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EXHIBIT B
SCHEDULE OF SERVICES
Provide ongoing weekly Human Resources Management services including at least 24,
and up to 40, hours of regular onsite office hours every week. Human Resource
Management services include initiation of work on priority projects and also include the
activites listed in exhibit A. The assessment services will begin immediately upon
authorization of a contract for services, and the phase 2 part of the process will begin
immedietly after the assessment is finalized.
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EXHIBIT C
COMPENSATION
The total compensation shall not exceed twnenty nine thousand nine hundred and ninty
nine dollars ($29,999.00) without advance written approval of the city manager's project
manager.
CLASSIFICATION HOURLY RATE
Tiffany Bose, Sr. Lead HR Advisor: $130.00/hour
Human Resources Manager: $115.00/hour
Human Resources Analyst: $85.00/hour
During the term of this Agreement, should the City elect to hire additional RGS providers
to perform services under this Agreement, the above hourly rates will apply. If the
Agreement is for any reason extended beyond the initial term, hourly rates for all RGS
providers are subject to re-negotiation and/or periodic adjustment by RGS and approval
from the City.
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EXHIBIT D
REQUIREMENTS
Commercial General Liability using Services Office "Commercial General Liability" policy
form CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits.
There shall be no cross liability exclusion for claims or suits by one insured against
another. Limits are subject to review but in no event less than$2,000,000 per occurrence.
Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including
symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event
to be less that$2,000,000 per accident. If Consultant owns no vehicles, this requirement
may be satisfied by a non-owned auto endorsement to the general liability policy
described above. If Consultant or Consultant's employees will use personal autos in any
way on this project, Consultant shall provide evidence of personal auto liability coverage
for each such person.
Workers Compensation on a state-approved policy form providing statutory benefits as
required by law with employer's liability limits no less than $2,000,000 per accident or
disease.
Professional liability (errors & omissions). Consultant shall maintain professional liability
that covers the services to be performed in connection with this Agreement, in the
minimum amount of$2,000,000 per claim and in the aggregate. Any policy inception
date, continuity date, or retroactive date must be before the effective date of this
agreement and Consultant agrees to maintain continuous coverage through a period no
less than three years after completion of the services required by this agreement.
General conditions pertaining to provision of insurance coverage by Consultant.
Consultant and City agree to the following with respect to insurance provided by
Consultant:
1. Consultant agrees to have its insurer endorse the third party general liability
coverage required herein to include as additional insureds City, its officials,
employees and agents. Consultant also agrees to require all contractors, and
subcontractors to do likewise.
2. No liability coverage provided to comply with this Agreement shall prohibit
Consultant, or Consultant's employees, or agents, from waiving the right of
subrogation prior to a loss. Consultant agrees to waive subrogation rights against
City regardless of the applicability of any insurance proceeds, and to require all
contractors and subcontractors to do likewise.
3. All coverage and limits provided by Contractor and available or applicable to this
agreement are intended to apply to the full extent of the policies. Nothing
contained in this Agreement or any other agreement relating to the City or its
operations limits the application of such insurance coverage.
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4. None of the coverages required herein will be in compliance with these
requirements if they include any limiting endorsement of any kind that has not
been first submitted to City and approved of in writing.
5. No liability policy shall contain any provision or definition that would serve to
eliminate so-called "third party action over" claims, including any exclusion for
bodily injury to an employee of the insured or of any contractor or subcontractor.
6. All coverage types and limits required are subject to approval, modification and
additional requirements by the City, as the need arises. Consultant shall not
make any reductions in scope of coverage (e.g. elimination of contractual liability
or reduction of discovery period)that may affect City's protection without City's
prior written consent.
7. Proof of compliance with these insurance requirements, consisting of certificates
of insurance evidencing all of the coverages required and an additional insured
endorsement to Consultant's general liability policy, shall be delivered to City at
or prior to the execution of this Agreement. In the event such proof of any
insurance is not delivered as required, or in the event such insurance is canceled
at any time and no replacement coverage is provided, City has the right, but not
the duty, to obtain any insurance it deems necessary to protect its interests under
this or any other agreement and to pay the premium. Any premium so paid by
City shall be charged to and promptly paid by Consultant or deducted from sums
due Consultant, at City option.
8. Certificate(s) — Deleted
9. It is acknowledged by the parties of this agreement that all insurance coverage
required to be provided by Consultant or any subcontractor, is intended to apply
first and on a primary, noncontributing basis in relation to any other insurance or
self insurance available to City.
10.Consultant agrees to ensure that subcontractors, and any other party involved
with the project who is brought onto or involved in the project by Consultant,
provide the same minimum insurance coverage required of Consultant.
Consultant agrees to monitor and review all such coverage and assumes all
responsibility for ensuring that such coverage is provided in conformity with the
requirements of this section. Consultant agrees that upon request, all
agreements with subcontractors and others engaged in the project will be
submitted to City for review.
11.RGS is self-insured and maintains loss occurrence coverage through its
membership in the Municipal Insurance Cooperative ("MIC"), a California Joint
Powers Authority, which is a risk purchasing joint powers authority. Consistent
with sections 990.4 and 990.8 of the Government Code, the MIC provides
coverage to RGS, in excess of its member retained limit, against claims for
injuries to persons or damages to property that may arise from or in connection
D-2
with the performance of the work hereunder by RGS and its agents,
representatives, employees, and subcontractors.
12.For purposes of applying insurance coverage only, this Agreement will be
deemed to have been executed immediately upon any party hereto taking any
steps that can be deemed to be in furtherance of or towards performance of this
Agreement.
13.Consultant acknowledges and agrees that any actual or alleged failure on the
part of City to inform Consultant of non-compliance with any insurance
requirement in no way imposes any additional obligations on City nor does it
waive any rights hereunder in this or any other regard.
14.Consultant will renew the required coverage annually as long as City, or its
employees or agents face an exposure from operations of any type pursuant to
this agreement. This obligation applies whether or not the agreement is canceled
or terminated for any reason. Termination of this obligation is not effective until
City executes a written statement to that effect.
15.Consultant shall provide proof that policies of coverage required herein expiring
during the term of this Agreement have been renewed or replaced with other
policies providing at least the same coverage. Proof that such coverage has
been ordered shall be submitted prior to expiration. A coverage binder or letter
from Consultant's insurance agent to this effect is acceptable. A certificate of
insurance and/or additional insured endorsement as required in these
specifications applicable to the renewing or new coverage must be provided to
City within five days of the expiration of the coverages.
16.The provisions of any workers' compensation or similar act will not limit the
obligations of Consultant under this agreement. Consultant expressly agrees not
to use any statutory immunity defenses under such laws with respect to City, its
employees, officials and agents.
17.Requirements of specific coverage features or limits contained in this section are
not intended as limitations on coverage, limits or other requirements nor as a
waiver of any coverage normally provided by any given policy. Specific reference
to a given coverage feature is for purposes of clarification only as it pertains to a
given issue, and is not intended by any party or insured to be limiting or all-
inclusive.
18.These requirements are intended to be separate and distinct from any other
provision in this agreement and are intended by the parties here to be interpreted
as such.
19.The requirements in this Section supersede all other sections and provisions of
this Agreement to the extent that any other section or provision conflicts with or
impairs the provisions of this Section.
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20.Consultant agrees to be responsible for ensuring that no contract used by any
party involved in any way with the project reserves the right to charge City or
Consultant for the cost of additional insurance coverage required by this
agreement. Any such provisions are to be deleted with reference to City. It is not
the intent of City to reimburse any third party for the cost of complying with these
requirements. There shall be no recourse against City for payment of premiums
or other amounts with respect thereto.
Consultant agrees to provide immediate notice to City of any claim or loss against
Consultant arising out of the work performed under this agreement. City assumes no
obligation or liability by such notice, but has the right (but not the duty) to monitor the
handling of any such claim or claims if they are likely to involve City.
0-4
OR:
MAN N City of 1�semead
SADRA A R',E_'`TA
MAYOR PRO TEM:
Porn'LOW
8838 E V A] I FV RODI EVARD P 0 BOX 399
COI NCIL,4IE IBF.RS � ROSEMEAD_CALIFORNIA 91770
NILLUI Al AR(ON 1,••• TEIIPHONE(626)569-2100
MARGARETCA ARK FAX(6261 307-9216
STET FR IR
October 18, 2016
Attn: Tiffany Bose
Regional Government Services Authority
P.O Box 1350
Carme Valley, CA 93924
Dear Ms. Bose:
Enclosed, please find an executed copy of the professional service agreement for Human
Resource functions with the City of Rosemead for your files. Should you have any questions or
concerns, do not hesitate to contact the City Clerk's Office at (626) 569-2177.
Sincer-y,
Ericka Hernandez
Deputy City Clerk
ORDINANCE NO.965
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ROSEMEAD,
CALIFORNIA,AMENDING ROSEMEAD MUNICIPAL CODE CHAPTER
2.28.020 CONCERNING THE PLANNING COMMISSION AND CHAPTER
2.32.040 CONCERNING THE TRAFFIC COMMISSION
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF ROSEMEAD, DOES
HEREBY ORDAIN AS FOLLOWS:
SECTION 1. Chapter 2.28.020 of the Rosemead Municipal Code is hereby amended to
read in its entirety as follows:
2.28.020 - Members—Terms—Vacancies.
The Planning Commission shall consist of five members,each of whom shall be appointed by
the Mayor with the consent of the majority of the members of the City Council and otherwise in
accordance with state law. An appointed member of the Planning Commission may be removed at
any time by the Mayor, with approval of the Council, or by a majority vote of the City Council.
Each member of the Planning Commission shall have a term of office of two years which shall be
staggered.Three members shall be appointed in the odd numbered years and two members shall be
appointed in even numbered years. Terms shall commence on July l"and expire on June 30th of
the appropriate calendar year, unless a lesser term is necessary to fill a vacancy. Should any
vacancy exist on the Planning Commission, otherwise than by expiration of term, such vacancy
shall be filled by appointment for the unexpired portion of the term.
SECTION 2. Chapter 2.32.040 of the Rosemead Municipal Code is hereby amended to
read in its entirety as follows:
2.32.040- Term.
The voting members of the Commission shall serve for terms of two years which shall be
staggered so that one member's term shall expire in each of three years and two members' terms
shall expire in the fourth year.If vacancies shall occur other than expiration of term, they shall be
appointed for the unexpired portion of the term. The term of the ex-officio members shall
correspond to their respective tenure of office. Terms shall commence on July 14`and expire on
June 30th of the appropriate calendar year, unless a lesser term is necessary to fill a vacancy.
SECTION 3. Severability. If any section, subsection, sentence, clause, or phrase of this
ordinance is for any reason held to be invalid or unconstitutional by a decision of any court of
competent jurisdiction, such decision will not affect the validity of the remaining portions of this
ordinance. The City Council hereby declares that it would have passed this ordinance and each and
every section,subsection,sentence,clause,or phrase not declared invalid or unconstitutional without
regard to whether any portion of the ordinance would be subsequently declared invalid or
unconstitutional.
SECTION 4. Publication. The City Clerk is directed to certify this ordinance and cause it
to be published in the manner required by law.
SECTION 5. Effective Date. This ordinance will be effective 30 days after adoption.
PASSED, APPROVED AND ORDAINED this 11th day of October, 2016.
I�a -
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Sandra
APPROVED AS TO FORM: ATTEST:
L
Rachel Richman, City Attorney Marc Donohue, City Clerk
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) §
CITY OF ROSEMEAD
I. Marc Donohue. City Clerk of the City Council of the City of Rosemead, California, do hereby
certify that the foregoing Ordinance No. 965, was introduced at a regular meeting of the City
Council of the City of Rosemead held on the 27th day of September,2016 and was adopted by the
City Council of the City of Rosemead at a regular meeting held the I I day of October,2016,by the
following vote:
AYES: ALARCON, ARMENTA, CLARK. LOW, LY
NOES: NONE
ABSENT: NONE
ABSTAIN: NONE : a
Marc Donohue,City Clerk