13-060 Agreement, Renne Sloan Holtzman Sakai, LLP , Consultant services for labor negotiations OFFICE OF THE CITY CLERK
CITY HALL
10300 TORRE AVENUE • CUPERTINO, CA 95014-3255
TELEPHONE: (408) 777-3223• FAX: (408) 777-3366
WEBSITE: www.cupertino.org
CUPERTINO
December 3, 2013
Renne, Sloan, Holtzman, Sakai, LLP
350 Sansome Street, Suite 300
San Francisco, CA 94104
Re: First Amendment to Agreement for
Labor Negotiations
Enclosed is a fully executed copy of the first amendment to your agreement with the City of
Cupertino. If you have any additional questions, please contact the Administrative Services
department at (408) 777-3220.
Sincerely,
Dorothy Ste fott
Senior Office Assistant
Enclosure
cc: Administrative Services
FIRST AMENDMENT TO AGREEMENT BETWEEN THE CITY OF CUPERTINO
AND RENNE, SLOAN,HOLTZMAN SAKAI,LLP
FOR CONSULTANT SERVICES FOR LABOR NEGOTIATIONS
This First Amendment to the Agreement between the City of Cupertino and Renne,
Sloan, Holtzman, Sakai, LLP for Consultant Services for Labor Negotiations, for reference dated
January 13, 2013, is by and between the CITY OF CUPERTINO, a municipal corporation
(hereinafter "City") and RENNE, SLOAN, HOl TZMAN, SAKAI, LLP, a (California limited
liability partnership) ("Consultant") whose address is 350 Sansome Street, Suite 300, San
Francisco, CA 94104, and is made with reference to the following:
RECITALS:
A. On January 13, 2013, an agreement was entered into by and between City and
Consultant for Consultant Services for Labor Negotiations ("Agreement").
B. City and Consultant desire to modify the Agreement on the terms and conditions
set forth herein.
NOW, THEREFORE, it is mutually agreed by and between and undersigned parties as
follows:
1. Exhibit "A" to the Agreement, "Scope of Services", is supplemented by the attachment
to this Amendment, "Scope of Additional Services"; and
2. Except as expressly modified herein, all other terms and covenants set forth in the
Agreement shall remain the same and shall be in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement
to be executed.
CONSULTANT CITY OF CUPERTINO
A Municipal Corporation
A Y4
By: Dania Torres By: Carol Atwood
Title: Partner Title: Direc or Qf Administrative Services
Date: 11 o 1-3 Date:
AP OVER AS TO FORM:
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By: Colleen Winchest r
Assistant City Attorney
ATTEST:
PC�Z, 'ln
City Clerk -�
Exhibit A
Scope of Additioial Services
Revised 11) 23.13
In addition to the Scope of Services attached as Exhib t "A" to the Agreement between the City of
Cupertino and Renne, Sloan, Holtzman, Sakai, LLP for Consultant Services for Labor Negotiations, for
reference dated January 13, 2013:
Consultant shall represent the City as the City's chief iegotiator in labor negotiations for the re-opener
to negotiate a sustainable retiree medical plan in lieu of the 100/90 formula plan.
Consultant's tasks shall include:
Task 3. Negotiate to agreement or impasse:
a. Attend up to two closed sessions with the City Council
b. Attend up to 4 bargaining meetings with two labor units. Each meeting shall be up to
half a day. Parties will strive to conduct meetings with each of the two units on the
same day to the extent allowable.
c. Draft proposals for bargaining; participate in strategy meetings with City staff in advance
of bargaining sessions to review proposals.
d. Communicate with labor units as necessary.
e. Facilitate comparability study and review results.
City's project manager for labor negotiations is Carol Atwood. In addition, Consultant shall copy the City
Manager and or his designee on all communications A,ith City Staff regarding the Services. City Manager
or his designee shall attend strategy meetings. Consultant shall submit legal questions or work that may
arise out of bargaining to the City Attorney through the City Manager for direction and authorization
prior to completing any such work.
/ OFFICE OF THE CITY CLERK
CITY HALL
10300 TORRE AVENUE• CUPERTINO, CA 95014-3255
TELEPHONE: (408)777-3223• FAX: (408) 777-3366
<c,sc �9ss WEBSITE:www.cupertino.org
CUPERTINO
May 22, 2013
Dania Torres Wong
Renne Sloan Holtzman Sakai
Sansome Street, Suite 300
San Francisco, CA 95814
Re: Agreement for Consultant Services for Labor Negotiaions
Enclosed is a fully executed copy of your agreement with the City of Cupertino. If you have
any additional questions, please contact the Administrative Services department at (408) 777-
3220.
Sincerely,
IDOk0,172vr 0-'2e-ea*Vr
Dorothy Steenfott
Acting Senior Office Assistant
Enclosure
AGREEMENT BETWEEN THE CITY OF CUPERTINO
AND
RENNE SLOAN HOLTZMAN SAKAI, LLP
FOR CONSULTANT SERVICES FOR LABOR NEGOTIATIONS
THIS AGREEMENT, for reference dated January 13, 2013, is by and between
CITY OF CUPERTINO, a municipal corporation (hereinafter referred to as "City"), and
RENNE SLOAN HOLTZMAN SAKAI, LLP, a California limited liability partnership
whose address is 350 Sansome Street, Suite 300, San Francisco CA 94104 (hereinafter
referred to as "Consultant"), and is made with reference to the following:
RECITALS:
A. City is a municipal corporation duly organized and validly existing under
the laws of the State of California with the power to carry on its business as it is now
being conducted under the Constitution and the statutes of the State of California and the
Cupertino Municipal Code.
B. Consultant is specially trained, experienced and competent to perform the
special services which will be required by this Agreement; and
C. City and Consultant desire to enter into an agreement for
upon the terms and conditions herein.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
1. TERM:
The term of this Agreement shall commence on January 13, 2013, and shall
terminate on December 31, 2013, unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED:
Consultant shall perform each and every service described in Exhibit "A" which is
attached hereto and incorporated herein by this reference, in accordance with the terms
and conditions set forth in this agreement.
3. COMPENSATION TO CONSULTANT:
Consultant shall be compensated for performance of the services described in
Exhibit A, including both payment for professional services and reimbursable expenses,
shall not exceed the amounts and rates set forth in Exhibit "B" which is attached hereto
and incorporated herein by this reference.
Compensation for work the City determines to be necessary for proper completion
of the Project, but which is not included within the Scope of Services described in Exhibit
"A" ("Additional Services") is subject to the provisions of Exhibit `B." Consultant shall
not receive any compensation for Additional Services performed without the prior written
authorization of the City Manager.
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Consultant shall submit monthly invoices to the City in accordance with the
provisions set forth in Exhibit"B."
4. TIME IS OF THE ESSENCE:
Consultant and City agree that time is of the essence regarding the performance of
this Agreement.
5. STANDARD OF CARE:
Consultant agrees to perform all services hereunder in a manner commensurate
with the prevailing standards of like professionals in the San Francisco Bay Area and
agrees that all services shall be performed by qualified and experienced personnel who
are not employed by the City nor have any contractual relationship with City.
6. INDEPENDENT PARTIES:
City and Consultant intend that the relationship between them created by this
Agreement is that of employer-independent contractor. The manner and means of
conducting the work are under the control of Consultant, except to the extent they are
limited by statute, rule or regulation and the express terms of this Agreement. No civil
service status or other right of employment will be acquired by virtue of Consultant's
services. None of the benefits provided by City to its employees, including but not
limited to, unemployment insurance, workers' compensation plans, vacation and sick
leave are available from City to Consultant, its employees or agents. Deductions shall
not be made for any state or federal taxes, FICA payments, PERS payments, or other
purposes normally associated with an employer-employee relationship from any fees due
Consultant. Payments of the above items, if required, are the responsibility of
Consultant.
6. IMMIGRATION REFORM AND CONTROL ACT (IRCA):
Consultant assumes any and all responsibility for verifying the identity and
employment authorization of all of his/her employees performing work hereunder,
pursuant to all applicable IRCA or other federal, or state rules and regulations.
Consultant shall indemnify and hold City harmless from and against any loss, damage,
liability, costs or expenses arising from any noncompliance of this provision by
Consultant.
7. NON-DISCRIMINATION:
Consistent with City's policy that harassment and discrimination are unacceptable
employer/employee conduct, Consultant agrees that harassment or discrimination
directed toward a job applicant, a City employee, or a citizen by Consultant or
Consultant's employee or subcontractor on the basis of race, religious creed, color,
national origin, ancestry, handicap, disability, marital status, pregnancy, sex, age, or
sexual orientation will not be tolerated. Consultant agrees that any and all violations of
this provision shall constitute a material breach of this Agreement.
8. HOLD HARMLESS:
Consultant shall, to the fullest extent allowed by law, with respect to all services
performed in connection with the Agreement, indemnify, defend, and hold harmless the
City and its officers, officials, agents, employees and volunteers from and against any and
all liability, claims, actions, causes of action or demands whatsoever against any of them,
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including any injury to or death of any person or damage to property or other liability of
any nature, whether physical, emotional, consequential or otherwise, arising out,
pertaining to, or related to the performance of this Agreement by Consultant or
Consultant's employees, officers, officials, agents or independent contractors but only in
proportion to and to the extent such liability, loss, expense, attorneys' fees, or claims for
injury or damages are caused by or result from the negligent, intentional, or reckless acts
or omissions of Contractor, its officers, agents and employees. Such costs and expenses
shall include reasonable attorneys' fees of counsel of City's choice, expert fees and all
other costs and fees of litigation.
9. INSURANCE:
On or before the commencement of the term of this Agreement, Consultant shall
furnish City with certificates showing the type, amount, class of operations covered,
effective dates and dates of expiration of insurance coverage in compliance with
paragraphs 9A, B, C, D and E. Such certificates, which do not limit Consultant's
indemnification, shall also contain substantially the following statement: "Should any of
the above insurance covered by this certificate be canceled or coverage reduced before
the expiration date thereof, the insurer affording coverage shall provide thirty (30) days'
advance written notice to the City of Cupertino by certified mail, Attention: City
Manager." It is agreed that Consultant shall maintain in force at all times during the
performance of this Agreement all appropriate coverage of insurance required by this
Agreement with an insurance company that is acceptable to City and licensed to do
insurance business in the State of California. Endorsements naming the City as
additional insured shall be submitted with the insurance certificates.
A. COVERAGE:
Consultant shall maintain the following insurance coverage:
(1) Workers' Compensation:
Statutory coverage as required by the State of California.
(2) Liability:
Commercial general liability coverage in the following minimum
limits:
Bodily Injury: $500,000
each occurrence
$1,000,000
aggregate - all other
Property Damage: $100,000 each occurrence
$250,000 aggregate
If submitted, combined single limit policy with aggregate limits in
the amounts of $1,000,000 will be considered equivalent to the
required minimum limits shown above.
(3) Automotive:
Comprehensive automotive liability coverage in the following
minimum limits:
Bodily Injury: $500,000 each occurrence
Property Damage: $100,000 each occurrence
or
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Combined Single Limit: $500,000 each occurrence
(4) Professional Liability:
Professional liability insurance which includes coverage for the
professional acts, errors and omissions of Consultant in the amount
of at least $1,000,000.
B. SUBROGATION WAIVER:
Consultant agrees that in the event of loss due to any of the perils for which
he/she has agreed to provide comprehensive general and automotive liability insurance,
Consultant shall look solely to his/her insurance for recovery. Consultant hereby grants
to City, on behalf of any insurer providing comprehensive general and automotive
liability insurance to either Consultant or City with respect to the services of Consultant
herein, a waiver of any right to subrogation which any such insurer of said Consultant
may acquire against City by virtue of the payment of any loss under such insurance.
C. FAILURE TO SECURE:
If Consultant at any time during the term hereof should fail to secure or maintain
the foregoing insurance, City shall be permitted to obtain such insurance in the
Consultant's name or as an agent of the Consultant and shall be compensated by the
Consultant for the costs of the insurance premiums at the maximum rate permitted by law
and computed from the date written notice is received that the premiums have not been
paid.
D. ADDITIONAL INSURED:
City, its City Council, boards and commissions, officers, employees and
volunteers shall be named as an additional insured under all insurance coverages, except
any professional liability insurance, required by this Agreement. The naming of an
additional insured shall not affect any recovery to which such additional insured would
be entitled under this policy if not named as such additional insured. An additional
insured named herein shall not be held liable for any premium, deductible portion of any
loss, or expense of any nature on this policy or any extension thereof. Any other
insurance held by an additional insured shall not be required to contribute anything
toward any loss or expense covered by the insurance provided by this policy.
E. SUFFICIENCY OF INSURANCE:
The insurance limits required by City are not represented as being sufficient to
protect Consultant. Consultant is advised to confer with Consultant's insurance broker to
determine adequate coverage for Consultant.
10. CONFLICT OF INTEREST:
Consultant warrants that it is not a conflict of interest for Consultant to perform
the services required by this Agreement. Consultant may be required to fill out a conflict
of interest form if the services provided under this Agreement require Consultant to make
certain governmental decisions or serve in a staff capacity as defined in Title 2, Division
6, Section 18700 of the California Code of Regulations.
11. PROHIBITION AGAINST TRANSFERS:
Consultant shall not assign, sublease, hypothecate, or transfer this Agreement, or
any interest therein, directly or indirectly, by operation of law or otherwise, without prior
written consent of City. Any attempt to do so without said consent shall be null and void,
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and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by
reason of such attempted assignment, hypothecation or transfer. However, claims for
money by Consultant from City under this Agreement may be assigned to a bank, trust
company or other financial institution without prior written consent. Written notice of
such assignment shall be promptly furnished to City by Consultant.
The sale, assignment, transfer or other disposition of any of the issued and
outstanding capital stock of Consultant, or of the interest of any general partner or joint
venturer or syndicate member or cotenant, if Consultant is a partnership or joint venture
or syndicate or cotenancy, which shall result in changing the control of Consultant, shall
be construed as an assignment of this Agreement. Control means fifty percent (50%) or
more of the voting power of the corporation.
12. SUBCONTRACTOR APPROVAL:
Unless prior written consent from City is obtained, only those people and
subcontractors whose names and resumes are attached to this Agreement shall be used in
the performance of this Agreement.
In the event that Consultant employs subcontractors, such subcontractors shall be
required to furnish proof of workers' compensation insurance and shall also be required to
carry general, automobile and professional liability insurance in reasonable conformity to
the insurance carried by Consultant. In addition, any work or services subcontracted
hereunder shall be subject to each provision of this Agreement.
13. PERMITS AND LICENSES:
Consultant, at his/her sole expense, shall obtain and maintain during the term of
this Agreement, all appropriate permits, certificates and licenses including, but not
limited to, a City Business License, that may be required in connection with the
performance of services hereunder.
14. REPORTS:
A. Each and every report, draft, work product, map, record and other
document, hereinafter collectively referred to as "Report", reproduced, prepared or
caused to be prepared by Consultant pursuant to or in connection with this Agreement,
shall be the exclusive property of City. Consultant shall not copyright any Report
required by this Agreement and shall execute appropriate documents to assign to City the
copyright to Reports created pursuant to this Agreement. Any Report, information and
data acquired or required by this Agreement: shall become the property of City, and all
publication rights are reserved to City. Consultant may retain a copy of any report
furnished to the City pursuant to this Agreement.
B. All Reports prepared by Consultant may be used by City in execution or
implementation of:
(1) The original Project for which Consultant was hired;
(2) Completion of the original Project by others;
(3) Subsequent additions to the original project; and/or
(4) Other City projects as appropriate.
C. Consultant shall, at such time and in such form as City may require,
furnish reports concerning the status of services required under this Agreement.
D. All Reports required to be provided by this Agreement shall be printed on
recycled paper. All Reports shall be copied on both sides of the paper except for one
original, which shall be single sided.
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E. No Report, information or other data given to or prepared or assembled by
Consultant pursuant to this Agreement shall be made available to any individual or
organization by Consultant without prior approval by City.
15. RECORDS:
Consultant shall maintain complete and accurate records with respect to sales,
costs, expenses, receipts and other such information required by City that relate to the
performance of services under this Agreement.
Consultant shall maintain adequate records of services provided in sufficient
detail to permit an evaluation of services. All such records shall be maintained in
accordance with generally accepted accounting principles and shall be clearly identified
and readily accessible. Consultant shall provide free access to such books and records to
the representatives of City or its designees at all proper times, and gives City the right to
examine and audit same, and to make transcripts therefrom as necessary, and to allow
inspection of all work, data, documents, proceedings and activities related to this
Agreement. Such records, together with supporting documents, shall be kept separate
from other documents and records and shall be maintained for a period of three (3) years
after receipt of final payment.
If supplemental examination or audit of the records is necessary due to concerns
raised by City's preliminary examination or audit of records, and the City's supplemental
examination or audit of the records discloses a failure to adhere to appropriate internal
financial controls, or other breach of contract or failure to act in good faith, then
Consultant shall reimburse City for all reasonable costs and expenses associated with the
supplemental examination or audit.
16. NOTICES:
All notices, demands, requests or approvals to be given under this Agreement
shall be given in writing and conclusively shall be deemed served when delivered
personally or on the second business day after the deposit thereof in the United States
Mail,postage prepaid, registered or certified, addressed as hereinafter
provided.
All notices, demands, requests, or approvals from Consultant to City shall be
addressed to City at:
City of Cupertino
10300 Torre Ave.
Cupertino CA 95014
Attention: City Manager
All notices, demands, requests, or approvals from City to Consultant shall be
addressed to Consultant at:
Renne Sloan Holtzman Sakai
Sansome Street, Ste 300
San Francisco, CA 95814
Attention: Dania Torres Wong
17. TERMINATION:
In the event Consultant fails or refuses to perform any of the provisions hereof at
the time and in the manner required hereunder, Consultant shall be deemed in default in
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the performance of this Agreement. If such default is not cured within the time specified
after receipt by Consultant from City of written notice of default, specifying the nature of
such default and the steps necessary to cure such default, City may terminate the
Agreement forthwith by giving to the Consultant written notice thereof.
City shall have the option, at its sole discretion and without cause, of terminating
this Agreement by giving seven (7) days' prior written notice to Consultant as provided
herein. Upon termination of this Agreement, each party shall pay to the other party that
portion of compensation specified in this Agreement that is earned and unpaid prior to the
effective date of termination.
18. COMPLIANCES:
Consultant shall comply with all state or federal laws and all ordinances, rules and
regulations enacted or issued by City.
19. CONFLICT OF LAW:
This Agreement shall be interpreted under, and enforced by the laws of the State
of California excepting any choice of law rules which may direct the application of laws
of another jurisdiction. The Agreement and obligations of the parties are subject to all
valid laws, orders, rules, and regulations of the authorities having jurisdiction over this
Agreement (or the successors of those authorities.)
Any suits brought pursuant to this Agreement shall be filed with the courts of the
County of Santa Clara, State of California.
20. ADVERTISEMENT:
Consultant shall not post, exhibit, display or allow to be posted, exhibited,
displayed any signs, advertising, show bills. lithographs, posters or cards of any kind
pertaining to the services performed under this Agreement unless prior written approval
has been secured from City to do otherwise.
21. WAIVER:
A waiver by City of any breach of any term, covenant, or condition contained
herein shall not be deemed to be a waiver of any subsequent breach of the same or any
other term, covenant, or condition contained herein, whether of the same or a different
character.
22. INTEGRATED CONTRACT:
This Agreement represents the full and complete understanding of every kind or
nature whatsoever between the parties hereto, and all preliminary negotiations and
agreements of whatsoever kind or nature are merged herein. No verbal agreement or
implied covenant shall be held to vary the provisions hereof. Any modification of this
Agreement will be effective only by written execution signed by both City and
Consultant.
22. INSERTED PROVISIONS:
Each provision and clause required by law to be inserted into the Agreement shall
be deemed to be enacted herein, and the Agreement shall be read and enforced as though
each were included herein. If through mistake or otherwise, any such provision is not
inserted or is not correctly inserted, the Agreement shall be amended to make such
insertion on application by either party.
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•
23. CAPTIONS:
The captions in this Agreement are for convenience only, are not a part of the
Agreement and in no way affect, limit or amplify the terms or provisions of this
Agreement.
IN WITNESS WHEREOF, the parties have caused the Agreement to be executed.
CONSULTANT CITY OF CUPERTINO
A Municipal Corporation
Dania Torres Wong
By k ..� . � BY ,1
Title Partner I Title Di/EGTD/Z 81 APM2iiV' 4.11/CeS
Date 1 1 Date 5"-)"_ �3
RECOMMENDED FOR APPROVAL:
Title
APPROVED AS TO FORM:
Ii Li0
(r(City Attorney
rr'"',,ATTEST:
Act-City Clerk
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Exhibit A
Scope of Services
Consultant shall represent the City as the City's chief negotiator in labor negotiations for
successor agreements with the Cupertino Employees Association and the Operating Engineers
unit.
Consultant's tasks shall include:
Task 1. Negotiations to agreement or impasse:
a. Attend up to six closed sessions with the City Council
b. Attend up to 10 bargaining meetings with two labor units. Each meeting shall be up
to half a day. Parties will strive to conduct meetings with each of the two units on
the same day to the extent allowable.
c. Draft proposals for bargaining, pari:icipate in strategy meetings with City staff in
advance of bargaining sessions to review proposals.
d. Communicate with labor units as necessary.
e. Facilitate comparability study and review results.
Task 2. Compensation Comparability Study: Complete compensation study as described
in Exhibit A-1 (1/8/2013 letter summarizing comparability study)
City's project manager for labor negotiations is Carol Atwood. In addition, Consultant shall copy
the City Manager and or his designee on all communications with City Staff regarding the
Services. City Manager or his designee shall atl:end strategy meetings. Consultant shall submit
legal questions or work that may arise out of bargaining to the City Attorney through the City
Manager for direction and authorization prior to completing any such work.
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Exhibit A-1
Scope of Services for Compensation Study
(attached.)
10
Exhibit B
Compensation
City shall compensate Consultant for professional services performed in accordance with the
terms and conditions of this Agreement based on the hourly rates and schedule set forth below.
The compensation to be paid to Consultant under this Agreement for all services described in
Exhibit "A" and reimbursable expenses shall not exceed $42,700 for Task A and $14,300 for Task
B, for a total amount not to exceed $57,000. Any work performed or expenses incurred for
which payment would result in a total exceeding the maximum amount of compensation set
forth herein shall be at no cost to the City.
Hourly Rates:
Charles D.Sakai $360
Dania Torres Wong $305
Allyson Hauck $255
Mark Gregersen $225
Janice Koch $175
Compensation for any other consultants not listed in this Exhibit shall require the advance
written approval of the City Manager.
Reimbursable Expenses
Administrative, overhead, secretarial time or overtime,word processing, photocopying, in house
printing, insurance and other ordinary business expenses are included within the scope of
payment for services and are not reimbursable expenses. City shall reimburse consultant for
reasonable travel. Travel expenses are limited to the lesser of actual expenses or expenses that
would be authorized for City employee travel pursuant to City policy.
Additional Services
Consultant shall provide additional services outside of the services identified in Exhibit A only by
advance written authorization from the City Manager prior to commencement of any additional
services. Consultant shall submit, at the City Manager's request, a detailed written proposal
including a description of the scope of additional services, schedule, and proposed maximum
compensation.
Invoices
Unless otherwise agreed, Consultant shall provide the following information in monthly
invoices:
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a. A specific and detailed description of work, in time increments of .1 hour (one tenth of
an hour)for and by each and every individual billing services.
c. Each billing item must be separately stated on a separate line identifying the consultant,
the time spent and the exact nature of the service rendered. Consultant shall not charge double
for conferences between consultants unless authorized by the City Manager.
d. When charges are made for research time, the specific issue being researched and the
need for the research will be identified.
e. Each item billed should be coded to a specific project budget line item, if applicable.
f. A comparison of the percentage of work completed to the percentage of project budget
absorbed.
g. Consultant shall advise City whenever it anticipates the amount of services necessary to
properly execute the task will exceed the amount of the contract. Authorization to exceed the
amount of the contract may be given only by the City Manager in writing.
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