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13-153 Renee Sloan Holtsman Sakai LLP, Consultant Services for Classification StudyOFFICE 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 April 8, 2014 Renne, Sloan, Holtzman, Sakai, LLP 350 Sansome Street, Suite 300 San Francisco, CA 94104 Re: First Amendment to Agreement 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, Andrea Sanders Senior Office Assistant Enclosure cc: Administrative Services FIRST AMENDMENT TO AGREEMENT BETWEEN THE CITY OF CUPERTINO AND RENNE, SLOAN, HOLTZMAN, SAKAI, LLP Q,' FOR CONSULTANT SERVICES FOR CLASSIFICATION STUDY This First Amendment to the Agreement between the City of Cupertino and Renne, Sloan, Holtzman, Sakai, LLP for Consultant Services for Classification Study, for reference dated March 4, 2014, is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "City ") and RENNE; SLOAN, HOLTZMAN, 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 June 17, 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.. TERM: The .term of the Agreement as set forth in Paragraph 1, shall be extended through June 30, 2014, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED: Exhibit "A" to the Agreement, "Scope of Services" is supplemented by the attachment to this Amendment, "Scope of Additional Services ". 3. COMPENSATION TO CONSULTANT: Consultant shall be compensated for the Scope of Additional Services, including both payment for professional services and reimbursable expenses, shall not exceed seven thousand dollars ($7;000.00) without approval of Interim Administrative Services Director, but in no event shall exceed eight thousand dollars ($8,000.00), based on the rates set forth in Exhibit "B which is attached hereto and incorporated herein by this reference. Total compensation trader this A eem wy - _m ton housand_dollars- $21;000.00); consisting of thirteen t; thousand ($13,000.00) for the Agreement, and eight thousand dollar, 0,000.00) for this _ Amendment). 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. Consultant shall submit monthly invoices to the City in accordance with the provisions set forth in Exhibit 'B." 4. 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 O&M " By: Dania Torres Yvong Title: Partner Date: 3. 1 q • 114 CITY OF CUPERTINO A�M nicipall orporation fA By: ristina Al-far- Title: Interim Director. of Administrative Services Date: Cl APP4ZOVED AS TO FORM: By: Carol Korade Title: C-jtv Attorney Date: ' ATTEST:. City Clerk �( to ro-- - Exhibit A Scope of Additional Services Revised 3/4/14 Consultant shall conduct a classification study for the following classifications in the Administrative Services Department: (3)Account Clerks (1)Accountant (1)HR Analyst II (1)HR Technician (1)HR Assistant In completing the study, Consultant shall review and analyze feedback from all 7 incumbents in these positions, including: 1. Collect written job information via a job analysis questionnaire completed by each job incumbent 2. Review job analysis data 3. Conduct individual interviews of 7 incumbents 4. Determine if incumbents are appropriately classified based on current classification descriptions 5. If incumbents are not appropriately classified, make recommendations about appropriate classification levels 6. Write a report containing findings and classification recommendations Exhibit B Additional 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 additional compensation to be paid to Consultant under this Agreement for all services described in Exhibit A "Scope of Additional Services" and reimbursable expenses shall not exceed seven thousand dollars without the written authorization of the Interim Director of Administrative Services, but in no event shall exceed eight thousand dollars ($8,000.00). 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: Mark Gregersen $225 Invoices In order to request payment, Consultant shall submit monthly invoices to the CITY describing the services performed and the applicable charges (including a summary of work performed during that period, personnel who performed the services, hours worked, task(s) for which work was performed). 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. Additional Services Consultant shall provide additional services outside of the services identified in Exhibit A only by advance written authorization from the City's Project Manager prior to commencement of any additional services. Consultant shall submit, at the Project Manager's request, a detailed written proposal including a description of the scope of additional services, schedule, and proposed maximum compensation. 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 October 2, 2013 Renee Sloan Holtsman Sakai, LLP 350 Sansome Street, Suite 300 San Francisco, CA 94104 Re: Agreement for Classification Study 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, D'GAA ya� Dorothy Stee ott Senior Office Assistant Enclosure cc: Administrative Services AGREEMENT BETWEEN THE CITY OF CUPERTINO AND RENEE SLOAN HOLTSMAN SAKAI, LLP FOR CONSULTANT SERVICES FOR (I 4, CLASSIFICATION STUDY pr *,, THIS AGREEMENT, for reference dated June 17, 2013, is by and between CITY OF CUPERTINO, a municipal corporation (hereinafter referred to as "City "), and RENEE SLOAN HOLTZMAN SAKAI, LLP 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 a classification study 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 June 17, 2013, and shall terminate on December 31, 2013 ess terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED: Consultant shall perform each and every service set forth in Exhibit "A" which is attached hereto and incorporated herein by this reference. 3. COMPENSATION TO CONSULTANT: Consultant shall be compensated for performance of services described in Exhibit A, including both payment for professional services and reimbursable expenses, shall not exceed thirteen thousand dollars ($13,000.00), based on the 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. 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 prof- essionals in the San Francisco Bay Area and agrees that all services shall be performed by q,aalified 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 wil . 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- cinployee 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, 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, LL eats or independent contractors. 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 aflordinL,, 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. 11ndorsements 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 regi.iired by the State of California. (2) Liability Commercial general liability coverage in the following minimum limits: Bodily Injury: $00.000 each occurrence $1,000,000 aggregate - all other Property Damage: $100,000 each occurrence $2`0,000 aggregate If submitted, combined singic 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: $00.000 each occurrence Property Damage: $ l 00,000 each occurrence or Combined Single Limit: $`00,000 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 insurano-- 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 Consul -ant 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 inst_n-ed under all insurance coverage, except any professional liability insurance, required by this Agreement. The naming of an additional insured shall not affect any recover\, 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 arc not represented as being sufficient to protect Consultant. Consultant is advised to ccrifer with Consultant's insurance broker to determine adequate coverage for Consultant. 10. CONFLICT OF INTEREST: Consultant warrants that it is not a con lict 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 ffiis 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 Rc��,u ations. 11. PROHIBITION AGAINST TRANSIT.RS: Consultant shall not assign, sublease, h � [)othecate, or transfer this Agreement, or any interest therein, directly or indirectly, by o;�cration of law or otherwise, without prior written consent of City. Any attempt to do so ,ithout said consent shall be null and void, and any assignee, sub - lessee, hypothecate or tr_lnsleree 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 venture or syndicate member or co- tenant, it' Consultant is a partnership or joint venture or syndicate or co- tenancy, which shall result in changing the control of Consultant, shall be construed as an assignment of this Agrcemc.A. 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 additio.i, 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, steal I obtain and maintain during the term of this Agreement, all appropriate permits, certiiic�_tes 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, wort: product, map, record and other document, hereinafter collectively referred to a� "Report ", reproduced, prepared or caused to be prepared by Consultant pursuant to or in connection with this Agreement, shall be the exclusive property ol' 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 A,-recment. Any Report, information and data acquired or required by this Agrccmcnt shall become the property of City, and all publication rights are reserved to City. Consultc�.nt may retain a copy of any report furnished to the City pursuant to this Agrccmcnt. B. All Reports prepared by Consul ant may be used by City in execution or implementation of. (1) The original Projcct for .vhich Consultant was hired; (2) Completion of the original Project by others; (3) Subsequent additions to (lie original project; and/or (4) Other City projects as alpropriate. C. Consultant shall, at such time ai-,cl in such form as City may require, furnish reports concerning the status of services required under this Agreement. D. All Reports required to be provi_lcd 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 sinole sided. E. No Report. information or other data given to or prepared or assembled by Consultant pursuant to this Agrccmcnt 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 inlorm_ition 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, dcmands, requests, or approvals from City to Consultant shall be addressed to Consultant at: Renne Sloan T loltzman Sakai 350 Sansome Street, Suite 300 San Francisco, CA 95814 Attn: Mark Grcoersen 17. TERMINATION: In the event Consultant fails or relilses to perform any of the provisions hereof at the time and in the manner required hereunder, Consultant shall be deemed in default in the performance of this Agreement. If such default is not cured within 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 A«rcemcnt 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 bron�)ht pursuant to this Agreement shall be filed with the courts of the County of Santa Clara. State of California. 20. ADVERTISEMENT: Consultant steal l 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 Aorecment unless prior written approval has been secured iiom 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 m.-rgcd herein. No verbal agreement or implied covenant steal I 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. 23. CAPTIONS: The captions in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, Iimit or amplify the terms or provisions of this Agreement. IN WITNESS WIIEREOF, the parties have caused the Agreement to be executed. CONSULTANT CITY O1, CUPERTINO Renne Sloan Holtzman Sakai A Municipal Corporation Charles Sakai ByL E� Date /��/ i� -- Datc APPROVED AS TO FORM: Ll /J //f /J"A. CIN/ � City Attorney ATTFST: L2,sclt 2.1-/ City Clcrk CC ouYL J0 ' 1 I a - 4- `Do -7o 14 n D �c-411i-" //0 DI� 7 Exhibit A Scope of Services Consultant shall conduct a classification study for the following classifications in the Parks & Recreation Department: Senior Recreations Supervisor Recreation Supervisor, and Recreation Coordinator In completing the study, Consultant shall review and analyze feedback from all 17 incumbents in these three positions, including: 1. Collecting written job information via a position analysis questionnaire (PAQ) which is completed by each job incumbent and reviewed by the appropriate management supervisor. 2. Conducting individual interviews of up to 17 job incumbents 3. Interviewing appropriate management staff 4. Reviewing job analysis data 5. Making classification recommendations for all incumbents 6. Writing a report containing classification recommendations Exhibit I3 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 thirteen thousand dollars ($13,000). 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: Mark Gregersen $225 Invoices In order to request payment, Consultant shall submit monthly invoices to the CITY describing the services performed and the applicable charges (including a summary of work performed during that period, personnel who performed the services, hours worked, task(s) for which work was performed). 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. Additional Services Consultant shall provide additional services outside of the services identified in Exhibit A only by advance written authorization from the City's Project Manager prior to commencement of any additional services. Consultant shall submit, at the Project Manager's request, a detailed written proposal including a description of the scope of additional services, schedule, and proposed maximum compensation.