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HomeMy WebLinkAboutCPS HR CONSULTING - 2015-02-27PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND CPS HR CONSULTING FOR INFORMATION SERVICES CLASSIFICATION STUDY THIS AGREEMENT ("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as "CITY," and CPS HR CONSULTING, a Joint Powers Authority with the state of California hereinafter referred to as "CONSULTANT " WHEREAS, CITY desires to engage the services of a consultant to provide a classification study of Information Services, and Pursuant to documentation on file in the office of the City Clerk, the provisions of the Huntington Beach Municipal Code, Chapter 3 03, relating to procurement of professional service contracts have been complied with, and CONSULTANT has been selected to perform these services, NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows. 1 SCOPE OF SERVICES CONSULTANT shall provide all services as described in Exhibit "A," which is attached hereto and incorporated into this Agreement by this reference These services shall sometimes hereinafter be referred to as the "PROJECT " CONSULTANT hereby designates Jill Engelmann who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement agree/surtnet/professional svcs to $49 10/12 1 of I r 2 CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement 3 TERM TIME OF PERFORMANCE Time is of the essence of this Agreement The services of CONSULTANT are to commence on -f�,r I`20_1,ff (the "Commencement Date") This Agreement shall automatically terminate three (3) years from the Commencement Date, unless extended or sooner terminated as provided herein All tasks specified in Exhibit "A" shall be completed no later than 6 months from the Commencement Date The time for performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT In the event the Commencement Date precedes the Effective Date, CONSULTANT shall be bound by all terms and conditions as provided herein 4 COMPENSATION In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a fixed fee basis at the rates specified in Exhibit "B," which is attached hereto and incorporated by reference into this Agreement, a fee, including all costs and expenses, not to exceed Eighteen Thousand Dollars ($18,000) 5 EXTRA WORK In the event CITY requires additional services not included in Exhibit "A" or changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such agree/surtnet/prollesstonal Svcs to $49 2 of 11 10/12 work only after receiving written authorization from CITY Additional compensation for such extra work shall be allowed only if the prior written approval of CITY is obtained 6 METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit "B." 7 DISPOSITION OF PLANS, ESTIMATES AND OTHER DOCUMENTS CONSULTANT agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, data or programs, maps, memoranda, letters and other documents, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY upon expiration or termination of this Agreement or upon PROJECT completion, whichever shall occur first These materials may be used by CITY as it sees fit 8 HOLD HARMLESS CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's subcontractors, if any) negligent (or alleged negligent) performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY CONSULTANT will conduct all defense at its sole cost and expense and CITY shall approve selection of CONSULTANT's counsel This indemnity shall apply to all claims and liability regardless of whether any insurance policies are agree/surfnet/professional svcs to $49 10/12 3 of 11 applicable The policy limits do not act as limitation upon the amount of indemnification to be provided by CONSULTANT 9 PROFESSIONAL LIABILITY INSURANCE CONSULTANT shall obtain and furnish to CITY a professional liability insurance policy covering the work performed by it hereunder This policy shall provide coverage for CONSULTANT's professional liability in an amount not less than One Million Dollars ($1,000,000 00) per occurrence and in the aggregate The above -mentioned insurance shall not contain a self -insured retention without the express written consent of CITY, however an insurance policy "deductible" of Ten Thousand Dollars ($10,000 00) or less is permitted A claims -made policy shall be acceptable if the policy further provides that A The policy retroactive date coincides with or precedes the initiation of the scope of work (including subsequent policies purchased as renewals or replacements) B CONSULTANT shall notify CITY of circumstances or incidents that might give rise to future claims CONSULTANT will make every effort to maintain similar insurance during the required extended period of coverage following PROJECT completion If insurance is I terminated for any reason, CONSULTANT agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from work performed in connection with this Agreement If CONSULTANT fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the CITY with required proof that insurance has been procured and is in force and paid for, the CITY shall have the right, at the CITY's election, to agree/surfnet/professionalsvcs to $49 10/12 4 of 11 forthwith terminate this Agreement Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination CONSULTANT waives the right to receive compensation and agrees to indemnify the CITY for any work performed prior to approval of insurance by the CITY 10 CERTIFICATE OF INSURANCE Prior to commencing performance of the work hereunder, CONSULTANT shall furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement, the certificate shall A provide the name and policy number of each carrier and policy, B state that the policy is currently in force, and C shall promise that such policy shall not be suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice, however, ten (10) days' prior written notice in the event of cancellation for nonpayment of premium CONSULTANT shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by CITY The requirement for carrying the foregoing insurance coverage shall not derogate from CONSULTANT's defense, hold harmless and indemnification obligations as set forth in this Agreement CITY or its representative shall at all times have the right to demand the original or a copy of the policy of insurance CONSULTANT shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required agree/surfnet/professional sves to $49 10/12 5 of 11 11 INDEPENDENT CONTRACTOR CONSULTANT is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of CITY CONSULTANT shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for CONSULTANT and its officers, agents and employees and all business licenses, if any, in connection with the PROJECT and/or the services to be performed hereunder 12 TERMINATION OF AGREEMENT All work required hereunder shall be performed in a good and workmanlike manner CITY may terminate CONSULTANT's services hereunder at any time with or without cause, and whether or not the PROJECT is fully complete Any termination of this Agreement by CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as provided herein In the event of termination, all finished and unfinished documents, exhibits, report, and evidence shall, at the option of CITY, become its property and shall be promptly delivered to it by CONSULTANT 13 ASSIGNMENT AND DELEGATION This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the prior express written consent of CITY If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subconsultants must satisfy the insurance requirements as set forth in Sections 9 and 10 hereinabove agree/surfnet/professional svcs to $49 10/12 6 of 11 14 COPYRIGHTS/PATENTS CITY shall own all rights to any patent or copyright on any work, item or material produced as a result of this Agreement 15 CITY EMPLOYEES AND OFFICIALS CONSULTANT shall employ no CITY official nor any regular CITY employee in the work performed pursuant to this Agreement No officer or employee of CITY shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code 16 NOTICES Any notices, certificates, or other communications hereunder shall be given either by personal delivery to CONSULTANT's agent (as designated in Section 1 hereinabove) or to CITY as the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Service, to the addresses specified below CITY and CONSULTANT may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U S certified mail -return receipt requested TO CITY City of Huntington Beach ATTN Michele Warren 2000 Main Street Huntington Beach, CA 92648 TO CONSULTANT Jill Engelmann 241 Lathrop Way Sacramento, CA 95815 agree/surfiiet/professional Svcs to $49 10/12 7 of 11 17 CONSENT When CITY's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event 18 MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties 19 SECTION HEADIN The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement 20 INTERPRETATION OF THIS AGREEMENT The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement No covenant or provision shall be deemed dependent upon any other unless so expressly provided here As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires Nothing contained herein shall be construed so as agree/surfnet/professional svcs to $49 10/12 8of11 to require the commission of any act contrary to law, and 'wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law 21 DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original Each duplicate original shall be deemed an original instrument as against any party who has signed it 22 IMMIGRATION CONSULTANT shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification 23 LEGAL SERVICES SUBCONTRACTING PROHIBITED CONSULTANT and CITY agree that CITY is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder CONSULTANT understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for CITY, and CITY shall not be liable for payment of any legal services expenses incurred by CONSULTANT agree/surfnet/professional sves to $49 10/12 9 of 11 24 ATTORNEY' S FEE In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the nonprevailing party 25 SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive 26 GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California 27 SIGNATORIES Each undersigned represents and warrants that its signature herembelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn 28 ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this agree/surfnet/professional svcs to $49 10/12 10 of 11 Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof 29 EFFECTIVE DATE This Agreement shall be effective on the date of its approval by the City Attorney This Agreement shall expire when terminated as provided herein IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers CONSULTANT, CPS HR Consulting COMPANY NAME By print name ITS (circle one) Chairman/PresidentNice President " C—GO AND name ITS (circle one) Secretary,Chief Financial Secretary — Treasurer CITY OF HUNTINGTON BEACH, a municipal corporate of the State of California / Director/Chief (Pursuant To HBMC §3 03 100) City Attorney p.1V cq—IB-1S C Date Z l4 Zp/ agree/surfnet/professtonal svcs to $49 10/12 11 of 11 EXHIBIT "A" A STATEMENT OF WORK (Narrative of work to be performed) Task 1- Review the City's Background Materials Upon contract execution, CPS HR will request background information from the City in order to ensure the Project Team is prepared for the initial meeting To develop a full understanding of the City's current classification plan, our team will review the classification concepts, classification structure, classification specifications, organization charts, and any other documentation relating to the study Task 2- Project Initiation Meetings The CPS HR Project Team will meet with the City's project representative and/or team to agree upon the prof ect's full scope, contract deliverables and goals, to clarify issues, and to identify the communication processes which best meet the City's needs including periodic meetings, written status reports, and other methods of communicating study progress and deliverable schedules While this project is being initiated by the City's ti Information Services Department, CPS HR expects that the City's Human Resources Department will also be actively involved with this project The CPS HR Project Team anticipates meeting and maintaining ongoing communication with both the City's Information Services Department and the Human Resources Department Other key stakeholders may be included in meetings as determined by the City Task 3- PDQ Development The Project Team will develop tools to ensure valid information is gathered, analyzed, and documented consistently This activity includes finalizing a Position Description Questionnaire (PDQ) for distribution to the study employees Study incumbents will be asked to complete the PDQ and each incumbent's supervisor will then review the PDQ to ensure that the incumbent has accurately and sufficiently captured all pertinent information EXHIBIT A Depending on the City's needs, CPS HR can use our standard PDQ (as presented in Appendix B) or a modified pre -populated PDQ similar to the one presented in Appendix C (i e , the PDQ is prepopulated with tasks and knowledge, skills, and abilities common to most positions, however they are flexibly designed to allow the employee to provide additional input) which is designed to expedite employee completion We have used this type of instrument successfully in other large studies for information technology positions and found it very helpful in differentiating the levels of work performed The PDQ developed for the classification study will also be used as a resource for determining tasks assigned to information services staff for purposes of the organizational review Task 4- Employee Orientation Sessions The CPS HR Project Team will conduct orientation sessions, which will include all employees in positions to be studied The goal of the orientation sessions is to further explain the purpose of the study, to communicate study timeframes, respond to any questions or concerns, and to distribute and provide direction on how to complete the PDQ These sessions are an important component of the work plan because they facilitate a dialogue on the study and provide an opportunity for employees to ask their questions and be heard on their concerns Without such meetings, the opportunity for every employee to hear the same study messages in a consistent manner may be missed Our budget presumes one day of on -site meetings which will be devoted to employee orientation sessions Each session typically lasts anywhere between 45 minutes to one hour CPS HR will work with the City on the most effective and inclusive way of conducting these sessions Where possible, designated Human Resources staff may wish to attend one or all of the sessions to develop an understanding of the process and the types of questions/comments/issues which arise during these sessions EXHIBIT A Task 5 - PDQ Completion by Employees All employees included in the study will be asked to complete a PDQ providing detail on the current duties, responsibilities, and qualifications, typical working conditions, and physical requirements of their position To maintain the integrity of the of the classification process, a common best practice is for the study employees' supervisors and/or managers to review and sign the PDQ to affirm that all pertinent information is captured Further, while supervisors and/or managers are expected to provide input/comments on any inaccurate information provided by the employee by so stating within the relevant section of the PDQ, they are not expected to change the PDQ content prepared by the employee Should there be differences of opinion between the employee and his/her supervisor/manager on j ob-related duties and responsibilities, these are reviewed and addressed by the consultant and Human Resources during the interview process in Task 7 To ensure a comprehensive review by all parties, the timeline for this process is four (4) weeks Task 6- Review PDQ's and Conduct Interviews The CPS HR Project Team will thoroughly review each completed PDQ to prepare for the interview process, this review includes developing interview questions designed to clarify the essential duties, knowledge, skills, and abilities assigned to each study position In addition to the review of PDQ's, interviews will be conducted with a representative, yet broad, sampling of study employees to ensure CPS HR has a complete understanding of the duties and responsibilities assigned to each position CPS HR's budget assumes that position audits will be conducted with all incumbents positions In order to ensure a complete understanding of the duties and responsibilities of similar positions across the different departments, CPS HR estimates that approximately thirty (30) incumbents or EXHIBIT A supervisors/managers (for vacant positions) would be interviewed It is CPS HR's experience that this interview rate and methodology is best when conducting a study of this size and scope, however, should the City feel that fewer, on -site interviews would be appropriate, we can of course discuss scope revisions Further, we will also inform the City of any changes we recommend based on the quality of PDQs returned to CPS HR Logistically, where possible, we may conduct group interviews for employees in the same classification performing the same work For planning purposes, each individual interview is approximately 45 minutes and group interviews are one hour in duration, depending on the size of the group Interviews with supervisors/managers may also be held to further clarify information documented on their subordinate employees' PDQs Task 7- Analyze Classification Data All information submitted through the PDQ and interview process will be analyzed to identify levels, scope, typical duties, and requisite knowledge, skills, abilities, and other job -related characteristics of all study positions This analysis will be used to develop/define classification concepts, evaluate the classification structure, develop recommendations regarding any changes to the City's classification structure and/or specific classifications, update/revise/develop classification specifications, and to evaluate the proper classification allocation for study employees Task 8- FLSA Analysis In addition, the team will analyze the duties and responsibilities of each position and provide recommendations to ensure compliance with FLSA exempt/non-exempt designations Each position will be thoroughly reviewed based on the duties, responsibilities, scope of authority and span of control for purposes of determining whether it is exempt or nonexempt under the Federal Labor Standards Act We will provide a brief write-up on any positions EXHIBIT A that we find are mis-designated and summarize all other position designations in table format The CPS HR Project Team will prepare a summary report in a table format presenting the following information Employee name • Current classification • Current FLSA status • Recommended FLSA status • Exemption type (if applicable) • Brief summary on the rationale for the exemption (if applicable) Task 9- Prepare and Present Draft Classification Study Report The Project Team will prepare a Draft Classification Study Report that will provide findings, observations, and recommendations as follows • Detailed explanation of the process utilized by CPS HR to conduct the classification study • Classification Structure- Development of a recommended classification structure for the City, with a crosswalk of any changes from the current structure, such as • Identification of any classifications which we recommend be eliminated from the classification structure, • Identification of any classifications which we recommend be added to the classification structure, and • Identification of any classifications which we recommend be consolidated within the classification structure EXHIBIT A • Placement of individual positions into the recommended classification structure CPS HR will submit the allocation recommendations in a table format, and will prepare a brief summary for any positions which are recommended for reclassification The CPS FIR Project Manager will conduct a high-level overview/presentation of study findings and recommendations to those individuals identified by the City and any other designated stakeholders This meeting will be conducted via conference call Task 10- Develop and/or Revise Classification Specifications Once the City has approved the Draft Classification Report, the classification specifications for positions encompassed in the report will be reviewed and revised or developed in conjunction with the classification plan structure The format for classification specification revisions will be submitted to the City's Information Services Department and the Human Resources Department for approval Our methodology for this task will result in • Accurately identifying the specific essential duties and responsibilities, required knowledge, skills, abilities, and other job -related characteristics, minimum education and experience requirements, and minimum special qualifications for each position in the study • Reviewing, revising, editing, and developing written classification specifications for each study classification that clearly specify and describe a general statement of duties, any distinguishing characteristics of the classification, essential duties and responsibilities, required knowledge, skills, abilities, and other job -related characteristics, acceptable minimum education and experience, and any required special training and/or certifications • Describing the typical work enviromnent for the classification EXHIBIT A • Ensuring compliance with the provisions of the Americans with Disabilities Act Task I I- Prepare and Submit Final Classification Report Based upon the City's review of the Draft Classification Report and the draft classification specifications, the Project Team will follow-up on any issues resulting from these reviews and will prepare a Final Classification Report The Project Team will submit the requested number of copies of the final report to the City's Information Services and Human Resources Departments The content of the Final Classification Report will be similar to the draft report, and will include any changes which may have occurred during the review process The final report will also provide City staff with documentation to internally maintain and further develop the classification systems going forward B CONSULTANT'S DUTIES AND RESPONSIBILITIES The following sixteen Information Technology classifications are included in this study 1 Business Systems Manager 2 Information Systems Communications Manager 3 Information Systems Computer Operations Manager 4 Information Systems Analyst I, II, Ill, IV 5 Information Systems Analyst Senior 6 Information Systems Technician I, II, Ill, IV 7 Information Systems Technician Senior 8 Network Systems Administrator 9 Geographic Information Systems Analyst I and II EXHIBIT A C CITY'S DUTIES AND RESPONSIBILITIES The City shall designate an individual to coordinate communication, meetings, and review of products with the Project Team CPS HR understands that City staff will schedule orientation meetings and interviews, distribute the data collection tool (PDQ) and track the completion and return of that tool City staff will also be responsible for taking the consultant's report of findings and recommendations through the City's class study approval processes, as necessary Over the course of the project, CPS HR would expect that the City's designated Project Representative will also be responsible for the following activities • Communication and coordination of meetings, equipment, facilities, and conference calls • Identification and providing current classification information, including current job descriptions, organization charts, and procedures, etc • Coordination and ensuring timely City review of study documents and information provided by CPS HR Work products developed during the study will be regularly submitted to the City's Project Representative for review, comment, and/or approval, timely review of draft documents is essential in order to complete the project on schedule EXHIBIT A D WORK PROGRAM/PROJECT SCHEDULE Project Tasks Task 1— Review the City's Background Materials Week(s) Ongoing Task 2 — Project Initiation Meeting(s) 2 Task 3 — PDQ Development 2 Task 4 — Employee Orientation Sessions 2 Task 5 — PDQ Completion by Employees 3-6 Task 6 — Review PDQ's and Conduct Interviews 7-8 Task 7 —Analyze Classification Data 9 - 10 Task 8 — FLSA Analysis 9 - 10 Task 9 — Prepare and Present Draft Classification Study Report 11 Task 10 — Develop and/or Revise Classification Specifications 12 Task 11— Prepare and Submit Final Classification Report 14 EXHIBIT A EXHIBIT "B" Payment Schedule (Fixed Fee Payment) A fixed fee for worked performed as described in Exhibit A is not to exceed $18,000 Any additional work will be billed at the hourly rate schedule below Project Manager $120 Technical Expert $150 Senior Consultant $105 Technical Support $60 1 CONSULTANT shall be entitled to monthly progress payments toward the fixed fee set forth herein in accordance with the following progress and payment schedules 2 Delivery of work product A copy of every memorandum, letter, report, calculation and other documentation prepared by CONSULTANT shall be submitted to CITY to demonstrate progress toward completion of tasks In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion 3 CONSULTANT shall submit to CITY an invoice for each monthly progress payment due Such invoice shall A) Reference this Agreement, B) Describe the services performed, C) Show the total amount of the payment due, D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement, and E) For all payments include an estimate of the percentage of work completed Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY Such approval shall not be unreasonably withheld If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non -approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein 4 Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for Exhibit B such time Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate Such approval shall not be unreasonably withheld Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement Exhibit B PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND CPS HR CONSULTING FOR INFORMATION SERVICES CLASSIFICATION STUDY Table of Contents 1 Scope of Services 1 2 City Staff Assistance 2 3 Term, Time of Performance 2 4 Compensation 2 5 Extra Work 2 6 Method of Payment 3 7 Disposition of Plans, Estimates and Other Documents 3 8 Hold Harmless 3 9 Professional Liability Insurance 4 10 Certificate of Insurance 5 11 Independent Contractor 6 12 Termination of Agreement 6 13 Assignment and Delegation 6 14 Copyrights/Patents 7 15 City Employees and Officials 7 16 Notices 7 17 Consent 8 18 Modification 8 19 Section Headings 8 20 Interpretation of this Agreement 8 21 Duplicate Original 9 22 Immigration 9 23 Legal Services Subcontracting Prohibited 9 24 Attorney's Fees 10 25 Survival 10 26 Governing Law 10 27 Signatories 10 28 Entirety 10 29 Effective Date 11 u INSURANCE AND INDEMNIFICATION WAIVER MODIFICATION REQUEST Requested by Michele Warren 2 Date 03/25/15 3 Name of contractor/permittee CPS-HR 4 Description of work to be performed Classification Study - IS 5 Value and length of contract $18,000 / 6 to 9 months 6 Waiver/modification request Request to waive deductible of $10K for Professional Liability 7 Reason for request and why it should be granted Firm has sufficient coverage ($5M) consultant deductible of $75K is greater than City standard of $1 OK 8 Identify the risks to the City in approving this waiver/modification Low risk - coverage amount per claim is sufficient even with a $75K deductible - value of the contract is less than the deductib e Department Head Signature Date LOP APPROVALS Approvals must be obtained in the order listed on this form Two approvals are required for a request to be granted Approval fro the City Administrator's Office is only required if Risk Management ago-11t City Attorney's Office disagree 1. is Management l Approved El Denied Signature Date 2. City Attorney's Office i El Approved Approved ❑ Denied `14J I_ (0-a3-/6 Sig t re Date 3. City Manager's Office ❑ Approved ❑ Denied Signature Date If approved, the completed waiver/modification request is to be submitted to the City Attorney's Office along with the contract for approval Once the contract has been approved, this form is to be filed with the Risk Management Division of Human Resources Insurance Waiver Form doc 3/25/2015 3 42 00 PM AC pQ® CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 12/9/2014 T19S CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER IMPORTANT If the Certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, Certain policies may require an endorsement A statement on this Certificate does not Confer rights to the certificate holder in lieu of such endorsement(s) PRODUCER James C Jenkins Insurance Service, Inc License # 0545478AIC PO Box 13847 CONTNAME Leticia Leticia Castro PHONE g16-576-1534 FAX 916-583-7619 E-MAIL leticia castro@epicbrokers com INSURERS AFFORDING COVERAGE NAIC # Sacramento CA 95853 INSURER A Travelers Property Casualty Co of A 25674 INSURED CPSHLI-2 INSURER ACE American Insurance Company 22667 Cooperative Personnel Services dba CPS HR Consulting 241 Lathrop Way INSURER C INSURER D Sacramento CA 95815 INSURER E INSURER F COVERAGES CERTIFICATE NUMBER 1030284416 REVISION NUMBER THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR LTR TYPE OF INSURANCE ADDLSUBR INSD WVD POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY LIMITS A x COMMERCIAL GENERAL LIABILITY CLAIMS -MADE �X OCCUR Y 6307704A197 APPROVED SFORM 2T0 F /5 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED PREMISES Ea occurrence $500000 X MED EXP (Any one person) $10,000 Deductible $NIL PERSONAL & ADV INJURY $1,000,000 GEN L AGGREGATE LIMIT APPLIES PER POLICY ❑ JECT LOC GENERAL AGGREGATE $2 000,000 1 PRODUCTS - COMP/OP AGG $2 000 000 City AttAlYt y $ OTHER Mic ael 0001, A AUTOMOBILE LIABILITY Y BA7704A197 /1/2014 7/1/2015 Ea accident N L I $1,000 000 BODILY INJURY (Per person) $ ANY AUTO ALL AUTOS OS OWNED AUTOS HIRED AUTOS X NON OWNED AUTOS BODILY INJURY (Per accident) $ X PROPERTY DAMAGE Pera $ $ A X UMBRELLA LIAB X OCCUR CUP7704A197 /1/2014 7/1/2015 EACH OCCURRENCE $5 000 000 AGGREGATE $5,000,000 EXCESS LIAB CLAIMS -MADE DED I X I RETENTION$NIL $ A WORKERS COMPENSATION AND EMPLOYERS LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE UB1176A220 /1/2014 /1/2015 X PER OTH- STATUTE ER E L EACH ACCIDENT $1 000 000 OFFICER/MEMBER EXCLUDED ❑ N / A E L DISEASE - EA EMPLOYEE $1,000,000 (Mandatory In NH) If yes describe under DESCRIPTION OF OPERATIONS below t I I E L DISEASE - POLICY LIMIT 1 $1 000 000 B Claims Made - Prof Liab G24080249006 /1/2014 /1/2015 Per Claim/Agg $5,000,000 Retro Date October 13 1989 Ded Per Claim $75 000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Re Information Services Classification Study City of Huntington Beach, its officers, elected or appointed officials, employees and volunteers are an Additional Insured with respects to General Liability and Auto Liability per the attached endorsements General Liability is Primary and Non -Contributory per the attached endorsement CERTIFICATE HOLDER CANCELLATION City of Huntington Beach 2000 Main Street Huntington Beach CA 92648 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS AUTHORIZED REPRESENTATIVE ©1988-2014 ACORD CORPORATION All rights reserved ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD Policy Number 6307704A,197 v COMMERCIAL GENERAL LIABILITY . THIS ENDORSEMENT CHANGES THE POLICY PLEASE READ IT CAREFULLY BLANKET ADDITIONAL INSURED (CONTRACTORS) This endorsement modifies insurance provided under the following COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. WHO IS AN INSURED — (Section II) is amended to include any person or organization that you agree in a "written contract requiring insurance" to include as an additional insured on this Cover- age Part, but a) Only with respect to liability for "bodily injury", "property damage" or "personal injury", and b) If, and only to the extent that, the injury or damage is caused by acts or omissions of you or your subcontractor in` the performance" of "your work" to which the "written contract requiring insurance" applies The person or organization does not qualify as an additional insured with respect to the independent acts or omissions of such person or organization 2 The insurance provided to the additional insured by this endorsement is limited as follows a) In the event that the Limits of Insurance of this Coverage Part shown in the Declarations exceed the limits of liability required by the "written contract requiring insurance", the in- surance provided to the additional insured shall be limited to the limits of liability re- quired by that "written contract requiring in- surance" This endorsement shall not in- crease the limits of insurance described in Section III — Limits Of Insurance b) The insurance provided to the additional in- sured does not apply to "bodily injury", "prop- erty damage" or "personal injury" arising out of the rendering of or failure to render, any professional architectural, engineering or sur- veying services, including i. The preparing, approving, or failing to prepare or approve, maps, shop draw- 4 ings, opinions, reports, surveys, field or- ders or change orders, or the preparing, approving, or failing to prepare or ap- prove, drawings and specifications, and ii. Supervisory, inspection, architectural or engineering activities c) The insurance provided to the additional in- sured does not apply to "bodily injury" or "property damage" caused by "your work" and included in the "products -completed op- erations hazard" unless the "written contract requiring insurance" specifically requires you to provide such coverage for that additional insured, and then the insurance provided to the additional insured applies only to such "bodily injury" or "property damage" that oc- curs before the end of the period of time for which the "written contract requiring insur- ance" requires you to provide such coverage or the end of the policy period, whichever is earlier The insurance provided to the additional insured by this endorsement is excess over any valid and collectible "other insurance", whether primary, excess, contingent or on any other basis, that is available to the additional insured for a loss we cover under this endorsement However, if the "written contract requiring insurance" specifically requires that this insurance apply on a primary basis or a primary and non-contributory basis, this insurance is primary to "other insurance" available to the additional insured which covers that person or organization as a named insured for such loss, and we will not share with that "other insurance" But the insurance provided to the additional insured by this endorsement still is excess over any valid and collectible 'other in- surance", whether primary, excess, contingent or on any other basis, that is available to the addi- tional insured when that person or organization is an additional insured under such "other insur- ance". As a condition of coverage provided to the additional insured by this endorsement a) The additional insured must give us written notice as soon as practicable of an "occur- rence" or an offense which may result in a claim To the extent possible, such notice should include CG D2 46 08 05 © 2005 The St Paul Travelers Companies, Inc Page 1 of 2 r COMMERCIAL GENERAL LIABILITY i. How, when and where the "occurrence" or offense took place, ii. The names and addresses of any injured persons and witnesses, and iii. The nature and location of any injury or damage arising out of the "occurrence" or offense b) If a claim is made or "suit" is brought against the additional insured, the additional insured must i. Immediately record the specifics of the claim or "suit" and the date received, and n. Notify us as soon as practicable The additional insured must see to it that we receive written notice of the claim or "suit" as soon as practicable c) The additional insured must immediately send us copies of all legal papers received in connection with the claim or "suit', cooperate with us in the investigation or settlement of the claim or defense against the "suit', and otherwise comply with all policy conditions d) The additional insured must tender the de- fense and indemnity of any claim or "suit' to any provider of "other insurance" which would cover the additional insured for a loss we cover under this endorsement However, this condition does not affect whether the insur- ance provided to the additional insured by this endorsement is primary to 'other insur- ance" available to the additional insured which covers that person or organization as a named insured as described in paragraph 3 above 5 The following definition is added to SECTION V — DEFINITIONS "Written contract requiring insurance" means that part of any written contract or agreement under which you are required to include a person or organization as an additional in- sured on this Coverage Part, provided that the "bodily injury" and "property damage" oc- curs and the "personal injury" is caused by an offense committed a. After the signing and execution of the contract or agreement by you, b. While that part of the contract or agreement is in effect, and c. Before the end of the policy period Page 2 of 2 0 2005 The St Paul Travelers Companies, Inc. CG D2 46 08 05 Policy No 6307704A197 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY PLEASE READ IT CAREFULLY. OTHER INSURANCE - ADDITIONAL INSUREDS This endorsement modifies insurance provided under the following COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV), Paragraph 4 (Other Insurance), is amended as follows 1 The following is added to Paragraph a Primary Insurance However, if you specifically agree in a written con- tract or written agreement that the insurance pro- vided to an additional insured under this Coverage Part must apply on a primary basis, or a primary and non-contributory basis, this insur- ance is primary to other insurance that is avail- able to such additional insured which covers such additional insured as a named insured, and we will not share with that other insurance, provided that a The "bodily injury" or "property damage" for which coverage is sought occurs, and b The "personal injury" or "advertising injury" for which coverage is sought arises out of an of- fense committed subsequent to the signing and execution of that contract or agreement by you 2 The first Subparagraph (2) of Paragraph b Ex- cess Insurance regarding any other primary in- surance available to you is deleted 3 The following is added to Paragraph b Excess Insurance, as an additional subparagraph under Subparagraph (1) That is available to the insured when the insured is added as an additional insured under any other policy, including any umbrella or excess policy CG DO 37 04 05 Copyright 2005 The St Paul Travelers Companies, Inc All rights reserved Page 1 of 1 r Policy No 8107704A197 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED This endorsement modifies insurance provided under the following BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorse- ment, the provisions of the Coverage Form apply unless modified by the endorsement The following is added to the Section II — Liability Coverage, Paragraph A.1. Who Is An Insured Pro- vision Any person or organization that you are required to include as additional insured on the Coverage Form in a written contract or agreement that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period is an "insured" for Liability Coverage, but only for damages to which this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Section II CA T4 37 08 08 © 2008 The Travelers Companies, Inc Page 1 of 1