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Resolution No. 2012-118RESOLUTION NO. 2012-118 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF AN AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND ROBERTS CONSULTING GROUP, INC. TO RECRUIT A POLICE CHIEF FOR THE CITY OF VERNON WHEREAS, the City of Vernon ("City") desires to obtain the services of a qualified search firm to recruit a Police Chief for the City of Vernon (the "Services"); and WHEREAS, the City Administrator has determined that Roberts Consulting Group, Inc. ("Roberts") is qualified and capable of providing the Services; and WHEREAS, by memo dated July 11, 2012, the City Administrator recommends the City enter into a services agreement with Roberts. setting forth the terms and conditions under which Roberts will perform the services (the "Agreement") NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby finds and determines that the recitals contained hereinabove are true and correct. SECTION 2: The City Council of the City of Vernon hereby approves the Agreement with Roberts Consulting Group, Inc., in substantially the same form as the copy which is attached hereto as Exhibit A. SECTION 3: The City Council of the City of Vernon hereby authorizes the Mayor or Mayor Pro-Tem to execute said Agreement for, and on behalf of, the City of Vernon and the City Clerk, or Deputy City Clerk, is hereby authorized to attest thereto. SECTION 9: The City Council of the City of Vernon hereby instructs the City Administrator, or his designee, to take whatever actions are deemed necessary or desirable for the purpose of implementing and carrying out the purposes of this Resolution and the transactions herein approved or authorized. SECTION 5: The City Council of the City of Vernon hereby directs the City Clerk, or the City Clerk's designee, to send a fully executed Agreement to: Roberts Consulting Group, Inc. Attention: Norman Roberts, Vice President P.O: Box 16692 Beverly Hills, CA 90209 SECTION 6: The City Clerk of the. City of Vernon shall certify to the passage, approval and adoption of this resolution, and the City.Clerk of the City of Vernon shall cause this resolution and the City Clerk's certification to be entered in the File of Resolutions of the Council of this City. APPROVED AND ADOPTED this 17th day of July, 2012. L William J. Davis Name: Title: / Mayor Pro-Tem - 2 - STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, Willard G. Yamaguchi, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 2012-118, was duly passed, approved and adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Tuesday, July 17, 2012, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this �9 day of July, 2012, at Vernon, California. illard Ya an chi. lit-, C1Prk (SEAL) _3_ EXHIBIT A SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND ROBERTS CONSULTING GROUP, INC. TO RECRUIT A POLICE CHIEF FOR THE CITY OF VERNON Contractor: Responsible Principal of Contractor: Notice Information - Contractor: Notice Information - City: Commencement Date: Termination Date: Consideration: COVER PAGE Roberts Consulting Group, Inc. Norman Roberts, Vice President Roberts Consulting Group, Inc. P.O. Box 16692 Beverly Hills, CA 90209 Attention: Norman Roberts, Vice President Phone: (818) 783-7752 Facsimile: (818) 783.6377 City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attention: Mark Whitworth, City Administrator Telephone: (323) 583.8811 ext. 398 Facsimile: (323) 826-1408 July 17, 2012 July 17, 2013, pursuant to the provisions set forth In Section t Total not to exceed $25,000.00 (includes all applicable sales tax); and more particularly described in Exhibit B Records Retention Period Three (3) years SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND ROBERTS CONSULTING GROUP, INC. TO RECRUIT A POLICE CHIEF FOR THE CITY OF VERNON THIS AGREEMENT is made and entered into as of July 17, 2012 ("Effective Date"), by and between the City of Vernon, a California charter City and California municipal corporation ("City"), and Roberts Consulting Group, Inc., a California corporation ("Contractor'). City and Contractor are collectively referred to herein as the 'Parties." RECITALS A. City desires to retain the services of a search firm to conduct a comprehensive recruitment for the position of Police Chief for the City, as more fully set forth in the Scope of Services, attached hereto and incorporated herein as Exhibit A. B. Contractor represents it is qualified and capable of furnishing the labor, materials, and expertise necessary to perform such services in accordance with the terms and conditions set forth in this Agreement. NOW, THEREFORE, the Parties agree as follows: Section 1, Term and Time of Performance. (a) This Agreement shall commence upon the Commencement Date listed on the Cover Page, and shall remain and continue in effect through the Termination Date listed on the Cover Page, or upon the date the City hires a candidate, whichever is sooner. (b) In the event that the hired candidate (other than an internal candidate and if recommended by Contractor) Is terminated within one year from the date of hire, the Contractor shall conduct the recruitment of a new Police Chief at no additional fee, but shall be reimbursed for any expenses incurred, Section 2. Performance, (a) Contractor shall perform the services and tasks described and set forth in the Scope of Services, Exhibit A ("Services"). Additional services must be mutually agreed upon in writing signed by both Parties prior to performance of those additional services. (b) Contractor shall at all times faithfully, competently and to the best of its ability, experience, and talent, perform all Services under this Agreement in accordance with the standard of care and skill ordinarily exercised by members of the profession currently practicing in the same locality as the City under similar circumstances and In a manner reasonably satisfactory to City. Contractor shall at all times comply with the highest ethical standards when performing Services for the City. (c) Contractor shall keep Itself informed of all local, state, and federal ordinances, laws and regulations which in any manner affect those employed by it or In any way affect the performance of Its Services pursuant to this Agreement. Contractor shall at all times observe and comply with all such ordinances, laws and regulations. City, and its officers, officials, employees, agents or volunteers shall not be liable at law or in equity occasioned by failure of Contractor to comply with this section, 2 (d) Contractor will not be compensated for any work performed not specified In Exhibit A unless City authorizes such work in advance and in writing. Section 3. Compensation. (a) City agrees to compensate Contractor, and Contractor agrees to accept in full satisfaction for the services and any supplies or goods required by this Agreement, a sum not to exceed the Consideration set forth on the Cover Page and more particularly described in Exhibit B. The Consideration shall constitute reimbursement of Contractor's fee for the Services as well as for all actual and necessary expenditures reasonably incurred in the performance of this Agreement (including without limitation, all labor, materials, equipment, supplies, delivery, tax, assembly, and installation, as applicable). (b) There shall be no claims for additional compensation for reimbursable expenses and Contractor shall not be reimbursed for any additional expenses. (c) Change in the scope of services, duties, obligations, durations or total compensation, shall be by written authorization only by the City. A form of Change Order Is set forth in Exhibit C attached hereto and incorporated by reference. Section 4. Method of Payment. City shall pay Contractor the Consideration In accordance with the Cost Schedule set forth in Exhibit B, Section 5. Responsible Principals. (a) Contractor's Responsible Principal set forth on the Cover Page shall be principally responsible for Contractor's obligations under this Agreement and shall serve as principal liaison between City and Contractor. Designation of another Responsible Principal by Contractor shall not be made without prior written consent of City. (b) City's Responsible Principal shall be the City Administrator or his designee who shall administer the terms of the Agreement on behalf of City. Section 6. Personnel, (a) All persons performing Services shall have all the necessary technical expertise, permits, professional licenses, certificates, training, and other qualifications required by this Agreement or other applicable laws. Contractor shall provide City with said permits, licenses, and certificates at the request of City. (b) Contractor represents that it has, or shall secure at Its own expense, all personnel required to perform Contractor's Services under this Agreement. All personnel engaged. In the work shall be qualified to perform such Services. Section 7. Permits and Licenses. Contractor shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of services under this Agreement, excluding a business license. Except as provided herein below, Contractor shall obtain and pay for all permits and licenses required by federal, state or local law, rule or regulation. Costs for obtaining City licenses and permits required under this Agreement shall be waived, 3 Section 8. Access. Contractor shall comply with all reasonable access and other restrictions that City may impose. No access to City property for performance of the Services shall be permitted prior to delivery to City of proof of insurance paid and maintained by Contractor. Section 9. Contractor's Duties and Reoresentations. Contractor represents, covenants and agrees as follows: (a) There are no obligations, commitments, or impediments of any kind that will limit or prevent performance of the Services. (b) Contractor presently has no interest and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of the Services contemplated by this Agreement. No person having any such interest shall be employed by or be associated with Contractor. (c) There is no litigation pending against Contractor and Contractor is not the subject of any criminal investigation or"proceeding, and neither Contractor nor its personnel, to its actual knowledge, have been convicted of a felony. Section 10, Independent Contractor, (a) Contractor is and shall at all times remain, as to City, a wholly independent contractor. The personnel performing the Services under this Agreement on behalf of Contractor shall at all times be under Contractor's exclusive direction and control. Neither City nor any of its officers, officials, employees, agents, or volunteers shall have control over the conduct of Contractor or any of Contractor's officers, employees, or agents except as set forth in this Agreement. Contractor shall not at any time or in any manner represent that It or any of its officers, employees, or agents are in any manner officers, officials, employees, agents, or volunteers of City. Contractor shall not incur or have the power to Incur any debt, obligation or liability whatsoever against City, or bind City in any manner. (b) No employee benefits shall be available to Contractor or its officers, employees, or agents in connection with the performance of this Agreement. Except for Consideration paid to Contractor as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Contractor for performing services hereunder for the City. City shall not be liable for compensation or indemnification to Contractor or Its officers, employees, or agents for injury or sickness arising out of performing services hereunder. (c) Contractor agrees to pay and be responsible for paying all Federal, State and local taxes for compensation received by Contractor from City while performing services for City. Section 11. Termination. (a) Termination Right. City may, at any time, for any reason or for no reason, with or without cause, terminate this Agreement, by serving upon the Contractor at least five (5) calendar days prior written notice. Upon receipt of such notice, Contractor shall immediately cease all work under this Agreement, unless the notice provides otherwise. 4 (b) In the event of termination or cancellation of this Agreement by City, due to no fault or failure of performance by Contractor, Contractor shall be paid based on the percentage of work satisfactorily performed at the time of termination. In no event shall Contractor be entitled to receive more than the amount that would be paid to Contractor for the full performance of the services required by this Agreement, Contractor shall have no other claim against City by reason of such termination, including any claim for compensation. (c) Actions Subsequent to Termination; In the event of termination of this Agreement, Contractor shall deliver all Confidential Information, as defined in Section 13 below, to City within thirty (30) days after the termination of this Agreement. Contractor shall also take all such other action as City reasonably requires and shall cooperate with City to effectuate an orderly and systematic termination of Contractor's duties and activities hereunder. (d) All of the terms and conditions in the Agreement related to payment, confidentiality, indemnification, dispute resolution and waiver shall survive termination of this Agreement. Section 12. Limitation of City's Liability. City's liability on any kind of claim for any loss or damage arising out of, in connection with, or resulting from this Agreement, shall in no case exceed the amount that would be paid to Contractor for the full performance of the services required by this Agreement, In no event shall City be liable for anticipated profits or for incidental, consequential or punitive damages. City shall not be liable for penalties of any description. Section 13, Confidential Status; Disclosure of Information. (a) Confidential Status; Disclosure of Information. All data, customer information, business practices, business methods, privileged information, trade secrets, financial statements, floor plans, designs, blueprints, maps, surveys, drawings, models, reports, correspondence, logs, documents, materials or other information developed or created by Contractor, received by Contractor, revealed to Contractor, or provided to Contractor for the performance of this Agreement ("Confidential Information") are deemed confidential and shall not be disclosed by Contractor to any third party without City's prior written consent. City reserves all rights to Confidential Information. City shall grant consent If disclosure is legally required. All Confidential Information shall be returned to City upon completion or termination of this Agreement, Contractor's covenant under this section shall survive the termination of this Agreement. City may disclose to third parties any Confidential Information at its sole discretion. (b) Contractor's obligation not to disclose any Confidential Information shall not extend to information that: i, was in the possession of, or was rightfully known by, the Contractor without an obligation to maintain its confidentiality prior to receipt from City; R. is or becomes generally known to the public without violation of this Agreement; III. is obtained without an obligation of confidentiality by the Contractor in good faith from a third party having the right to disclose it without an obligation of confidentiality; or 5 iv. information which is required to be disclosed pursuant to any court order or directive having the force of law. (c) The provisions of this section shall survive the termination of this Agreement. . Section 14, Technical Materials. City reserves all rights to any and all tools, dies, patterns, plates or other similar technical materials furnished or paid for by City, and Contractor shall use such materials In strict confidentiality and shall return the same to City at Its request upon completion or termination of this Agreement. Contractor shall not copy or otherwise use any such materials for any purposes other than the completion of this Agreement. Contractor's covenant under this section shall survive the termination of this Agreement. Section 15. Records and Inspections. Contractor shall maintain full and accurate records with respect to all matters covered under this Agreement for Records Retention Period. City shall have access, without charge, during normal business hours to such records, and the right to examine and audit the same and to make copies and transcripts therefrom, and to inspect all program data, documents, proceedings and activities. Section 16. Default. Contractor's failure to comply with the provisions of this Agreement shall constitute a default. In the event that Contractor Is in default under the terms of this Agreement, City shall have no obligation or duty to continue compensating Contractor for any work performed after the date of default and can terminate this Agreement immediately by written notice to Contractor. Section 17. Indemnification. Contractor agrees to defend, indemnify, protect and hold harmless City, Its officers, officials, employees, agents; and volunteers from and against any and all claims, suits, demands, actions, losses, damages, judgments, settlements, penalties, fines, defensive costs or expenses, including without limitation, interest, attorneys' fees and expert witness fees, or liability of any kind or nature arising out of or attributable to the acts or omissions of Contractor, or Contractor's officers, employees, or agents which in any way arise out of, result from, or are in any way related to the performance or non-performance of this Agreement, excepting only liability arising out of the sole negligence or willful misconduct of City, its officers, officials, employees, agents, or volunteers. THE PROVISIONS OF THIS SECTION. SHALL NOT TERMINATE OR EXPIRE, SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT AND SHALL BE GIVEN THE BROADEST POSSIBLE INTERPRETATION. The obligations in this section are in addition to Contractor's duty to provide insurance and shall not be limited by any limitation on the amount or type of Insurance coverage carried by Contractor. Section 18, Insurance. (a) Contractor shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, a policy or policies of Comprehensive General Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) aggregate, with One Million Dollars ($1,000,000) for each occurrence, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by Contractor or Contractor's officers, employees, or agents. (b) Contractor shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, a policy or policies of Auto Liability insurance covering personal injury and property damage, with minimum limits of One Million Dollars ($1,000,000) per occurrence, combined single limit, covering any vehicle utilized by Contractor or Contractor's officers, employees, or agents in performing the services required by this Agreement. (c) Contractor shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, a policy or policies of Professional Liability Insurance (errors and omissions) with minimum limits of One Million Dollars ($1,000,000), to protect City from any losses sustained through any errors or omissions committed by Contractor or Contractor's officers, employees or agents in performing Serivices required by this Agreement. Further, if the policy Is on other than an occurrence basis, Contractor shall.maintain in full force and effect such Insurance for one year after performance of work under this Agreement is completed. (d) Contractor agrees to maintain in force at all times during the performance of work under this Agreement workers compensation insurance as required by law. (e) Contractor shall require each of its sub -consultants or sub -contractors to maintain insurance coverage that meets all of the requirements of this Agreement. (f) The policy or policies required by this Agreement shall be Issued by an insurer admitted in the State of California and with a rating of at least a B+; VII in the latest edition of Best's Insurance Guide. (g) Contractor agrees that if it does not keep the aforesaid insurance in full force and effect City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may take out the necessary insurance and pay, at Contractor's expense, the premium thereon. (h) At all times during the term of this Agreement, Contractor shall maintain on file with the Risk Manager, a certificate or certificates of insurance, satisfactory to the City Attorney and Risk Manager, along with a copy of the policy declarations page for each policy showing that the aforesaid policies are in effect in the required amounts. Upon request by City, Contractor shall cause its insurers to issue certified copies of the Insurance policies evidencing that the coverage and policy endorsements required under this Agreement are maintained in force. Contractor shall, prior to commencement of work under this Agreement, file with the Risk Manager, such certificate or certificates and a copy of the policy declarations page for each policy. The policies of insurance required by this Agreement shall contain an endorsement naming the City, Its officers, officials, employees, agents, and volunteers as additional Insured's. All of the policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days prior written notice to City, and specifically stating that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in this Agreement. (1) The insurance provided by Contractor shall be primary to any coverage available to City, and any insurance or self-insurance maintained by City, Its officers, officials, employees, agents, or volunteers shall be excess of Contractor's insurance and shall not contribute with it. The policies of insurance required by this Agreement shall include provisions 7 for waiver of subrogation. Contractor hereby waives all rights of subrogation against City, its officers, officials, employees, agents, and volunteers. (j) Any deductibles or self -insured retentions must be declared to and approved by City. At the option of City, Contractor shall either reduce or eliminate the deductibles or self -insured retentions with respect to City, or Contractor shall procure a bond guaranteeing payment of losses and expenses. Section 19. Certification. In accordance with the provisions of Section 3700 of the Labor Code, Contractor shall secure the payment of compensation to Contractor's employees. By executing this Agreement, Contractor certifies the following; Contractor is aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance In accordance with the provisions of that code, and Contractor will comply with such provisions before commencing the performance of the work of this Agreement. Section 20. Standard Specifications. The work done pursuant to this Agreement shall be done in accordance with the provisions of the most current edition of "Standard Specifications for Public Works Construction" (commonly known as "the Green Book") including Supplements, prepared and promulgated by the Southern California Chapter of the American Public Works Association and the Associated General Contractors of California, which specifications are hereinafter referred to as the "Standard Specifications." The provisions of these Standard Specifications shall apply to the work performed under this Agreement, unless different standards are specified in Exhibit A or agreed to in writing by the City. Section 21. Compliance with Laws. Contractor shall keep itself informed of and comply with all Applicable Laws, including without limitation, the Fair Labor Standards Act, the Occupational Safety and Health Act and all those Applicable Laws relating in any way to employment practices and protection of the environment. Contractor shall not discriminate against any employee or any applicant for employment for reasons of race, color, creed, religion, sex, sexual preference, age or national origin. For purposes of this section, "Applicable Laws" shall mean any and all laws, regulations, rules, orders, directives, judgments, decrees, permits, approvals or other applicable requirements of any governmental entity or agency having jurisdiction that are applicable to any aspect of this Agreement that are in force on the Effective Date and as they maybe enacted, Issued or amended during the term of this Agreement. Section 22. Enforcement of Wage and Hour Laws. Eight hours labor constitutes a legal day's work. The Contractor, or subcontractor, if any, shall forfeit twenty-five dollars ($25) for each worker employed In the execution of this Agreement by the respective Contractor or subcontractor for each calendar day during which the worker is required or permitted to work, more than 8 hours in any one calendar day and 40 hours In any one calendar week In violation of the provisions of Sections 1810 through 1815 of the California Labor Code as a penalty paid to the City; provided, however, work performed by employees of contractors In excess of 8 hours per day, and 40 hours during any one week, shall be permitted upon compensation for all hours worked in excess of 8 hours per day at not less than 1 �/e times the basic rate of pay. Livina Wages. In addition, Contractor, or Subcontractor, if any, working on City service contracts of any amount, as to all employees spending time on City contracts shall observe the City's Living Wage Ordinance and all requirements thereof at all times on City .contracts. The Current Living Wage Standards are set forth in Exhibit D. Upon request, certified payroll shall be provided to the City. Section 23. Materials and Workmanship. City shall have the right to inspect any material used. Material furnished shall be new, complete, ready -for -use and of the latest model, shall not have been used in demonstration or other services and shall have all the usual equipment as shown by its manufacturer's current specifications and catalogs, unless otherwise specified. Equipment, supplies or services that fail to comply with the Agreement requirements regarding design, material or workmanship may be rejected at the option of City. Any materials rejected shall be removed from City premises at the Contractor's sole expense. Section 24. Assignment of Unfair Business Practices. Contractor and its subcontractor offers and agrees to assign to City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 16) or under the Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services, or materials pursuant to the public works contract or the subcontract. This assignment shall be made and become effective at the time City tenders final payment to Contractor, without further acknowledgment by the parties. Section 25. Assignment and Subcontracting. Contractor shall not assign or attempt to assign any portion of this Agreement, or subcontract any required performance hereunder, without the prior written approval of City. Any assignment or subcontract made in violation of this section is invalid and void. In the event City grants written approval to Contractor to subcontract work under this Agreement, Contractor is prohibited from using a subcontractor who is ineligible to perform work on a.public works project pursuant to Section 1777,1 or 1777.7 of the Labor Code. Section 26. Arbitration and Venue. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by arbitration in Los Angeles, California, The arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules• and Procedures. The arbitrator shall be a. retired judge. All decisions of the arbitrator shall be in writing, and the arbitrator shall provide written reasons for their decision. The arbitration decision shall be final and binding on the Parties. Judgment on the award may be entered in any court having jurisdiction pursuant to this Agreement. Notwithstanding the foregoing, the parties shall be permitted to access the court system to enforce any arbitration award. The exclusive jurisdiction and venue under this Agreement shall be the Superior Court of California, Los Angeles County. Section 27. Attorneys Fees. In the event a dispute, claim or litigation arises regarding this Agreement, the prevailing party shall be entitled to reimbursement for reasonable attorneys fees and actual costs, which may be set by the arbitrators or the court in the same action or in a separate action brought for that purpose, in addition to any other relief which is obtained. Section 28. Governing Law. This Agreement shall be interpreted and enforced according to, and the Parties rights and obligations governed by, the domestic law of the State of California, without regard to its laws regarding choice of applicable law. 0 Section 2fa. Entire Agreement and Modifications. This Agreement, including attachments incorporated herein by reference, represents the entire integrated agreement and understanding between the Parties, and supersedes all prior or contemporaneous negotiations, representations, agreements, understandings and statements, written or oral. This Agreement may only be modified in writing and signed by both Parties. Section 30. Waiver, The waiver by either party of a breach or default by the other party shall not be deemed a waiver of any different or later breach whether of the same or other covenant or condition; nor shall any delay or omission by either party to exercise any right it may have hereunder operate as a waiver of any breach or default of such a right. The failure of either party to this Agreement to exercise any of its rights under this Agreement does not constitute a breach thereof and shall not be deemed to be a waiver of such rights or a waiver of any subsequent breach. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise. Section 31. Force Maieure. Neither party shall be considered in default of any of its obligations under this Agreement when a failure of performance shall be due to an uncontrollable force. The term "uncontrollable force" shall mean flood, earthquake, storm, fire, lightning, epidemic, war, riot, civil disturbance or disobedience, federal, state, or municipal action, statute, ordinance, or regulation, embargoes of the United States Government or any other government, which by exercise of due diligence such party could not reasonably have been expected to avoid and by exercise of due diligence has been unable to overcome. Either party rendered unable to fulfill any of Its obligations under this Agreement by reason of an uncontrollable force shall give written notice within five (5) business days of such fact to the other party and shall exercise due diligence to remove such inability with all reasonable dispatch. Section 32. City Not Obligated to Third Parties. City shall not be obligated or liable under this Agreement to any party other than Contractor. City shall timely notify Contractor of the receipt of any third -party claim relating to this Agreement. City shall be entitled to recover its reasonable costs incurred in providing the notification required by section. Section 33. Notices. All notices, approvals, consents and other communications between the Parties shall be In writing, and shall be sent by certified mail (return receipt requested) or other delivery service which provides evidence of delivery, using the address set forth on the Cover Page under "Notice Information • City" or "Notice Information — Vendor," as appropriate, or at such other address as may be furnished by either party to the other in writing, Mailed notices will be deemed communicated as of the day of receipt. Section 34. Cover Page and Exhibits. The Cover Page and all documents referenced as exhibits in this Agreement are hereby Incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document Incorporated herein by reference, the provisions of this Agreement shall prevail. Section 35. Headings. Headings used In this Agreement are for convenience and ease of reference only and shall not affect the interpretation of the Agreement. Section 36. Survival of Terms. All of the terms and conditions In this Agreement related to payment, confidentiality, Indemnification, dispute resolution and waiver shall survive termination of this Agreement. 10 Section 37, Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid under applicable law. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect, and shall in no way be affected, impaired or invalidated. Section 38. Authority to Execute This Agreement. The person or persons executing this Agreement on behalf of Contractor warrants and represents that he or she has the authority to execute this Agreement on behalf of Contractor and has the authority to bind Contractor to the performance of its obligations under this Agreement, [Signatures Begin on Next Page]. 11 IN WITNESS WHEREOF, the Parties have signed this Agreement as of the date stated in the introductory clause. City of Vernon, a California charter City and California municipal corporation 0 William Davis Mayor Pro-Tem Roberts Consulting Group, Inc., a California corporation By: Name: Title: ATTEST: By: Name: Willard G. Yamaguchi, City Clerk Title: APPROVED AS TO FORM: Willard G. Yamaguchi, Chief Deputy City Attorney 12 EXHIBIT A EXHIBIT A SCOPE OF SERVICES Contractor shall provide the following services consisting of, but not limited to, the following: Information Gathering and Analysis Contractor will meet with City personnel to obtain views of the position and expectations regarding desirable training, experience and personal characteristics of candidates. Contractor shall also gather/review relevant information about the City and the Police Chief position. Contractor shall summarize their findings and draft, for the City's approval, a Recruitment Brochure with the City's desired qualifications and characteristics to be sent to potential candidates. The Recruitment Brochure shall include information about the City, the Police Chief position and the criteria established by the City. Candidate RecrultmenVOutreach Upon the City's approval of the Recruitment Brochure, Contractor shall seek out individuals with superior qualifications and Invite and encourage their Interest. Announcements for the Police Chief position shall be placed on-line and in professional journals, Initial Screening Contractor shall review, acknowledge and evaluate all resumes received. Initial screening shall be used based upon criteria contained in the Recruitment Brochure, information contained in the resumes submitted, and Contractor's knowledge of the people and organizations In which potential candidates work. Telephone screening shall be conducted with the most promising candidates to gain a better understanding of the candidates' backgrounds. Interim Reporting Upon completion of the initial screening Contractor shall assemble and submit to the City a report of the leading candidates. The report shall Include summary resumes, supplemental information, and the original resumes of those candidates believed to be best qualified for the Police Chief position. Candidate Assessment Contractor shall interview (either in person or via video -conference) candidates whose qualifications most closely match the criteria established by the City. Contractor shall examine candidates' qualifications and achievements, verify degrees and certifications, gather news articles via the Internet, and conduct credit/criminal/civil/litigation/motor vehicle record checks. Following interviews by the City, Contractor shall conduct references for the top one or two candidates. Client Interviewing Contractor shall assist the City in scheduling the final candidates for interview. Contractor shall provide the City with a brief written report, for those candidates most nearly meeting the City's specifications, interviewing/selection tips, suggested interview questions, and rating forms. Contractor shall conduct a "briefing session" Immediately preceding interviews and will assist the City In a "debriefing" immediately following the interviews. Contractor shall finalize references on the top one or two candidates and provide the City with a detailed, supplemental written report. Additional Consultant Assistance Contractor shall: • Arrange the schedule of interviews and the associated logistics for final candidates; • Advise on starting salary, fringe benefits, relocation trends and employment packages; • Act as a liaison between the City and candidates in discussing offers and counter offers; • Conduct a final round of reference checking with current employers (if not previously done for reasons of confidentiality); and • Notifying unsuccessful candidates, who were not recommended for interview, of the decision. EXHIBIT B EXHIBIT B FEES Contractor shall be paid an amount not to exceed $26,000.00 to perform the Services described in Exhibit A. Contractor shall submit three (3) equal invoices for fees pursuant to the following schedule: • First invoice — shall be submitted along with the submission of the Recruitment Brochure draft. • Second invoice — shall be at the deadline for receipt of resumes. • Third invoice — shall be submitted upon presentation of the report on the first day of Interviews (or 90 days from the start of the recruitment, whichever comes first). Invoices shall include the period for which Services were provided, the dates of such Services, and a description of the Services provided for that billing period, Each Invoice shall include copies of supporting documents as City may require. Payments of each invoice shall be made by City within thirty (30) days following receipt of each invoice as to all non -disputed fees. If City disputes any of Contractor's fees, it shall give written notice to Contractor within thirty (30) days of receipt of the disputed invoices. Any amounts in dispute shall be withheld until resolution. Guarantee: Contractor shall conduct the search again for expenses only should the hired candidate (other than an internal candidate and if recommended by Contractor) be terminated within one year pursuant to Section t (b) of the agreement. Candidate Travel Expenses Expenses for candidates who travel to the City for interviews shall be reimbursed directly by the City. EXHIBIT C EXHIBIT C CHANGE ORDER Exhibit C CITY OF VERNON CONTRACT CHANGE ORDER NO. SUPPLEMENT NO. SHEET OF SHEETS PROJECT: P.O. NO. TO: CONTRACTOR REQUESTED BY: City of Vernon You are hereby directed to make the herein described changes to the plans and specifications or do the following described work not previously included in the plans and specifications of this contract, Except as specifically modified herein, all terms and conditions of the original contract remain in full force and effect, and apply to the additional work as if said work was originally included in the contract. Contract Amount(Base Bid) ............................................... $ Amount of This Change Order $ Amount of Previous Change Orders $ Total Change Orders $ Modified Contract Amount $ By reason of this change order the time of completion will be adjusted as follows: - Approved: Date: Attest: Date: Willard Yamaguchi, City Clerk We, the undersigned Contractor, have given careful consideration to the change proposed and hereby agree, if this proposal is approved, that we will provide all labor, equipment and materials, including overhead, except as may otherwise be noted above, and perform all services necessary for the work above specified, and will accept as fail payment therefore the prices shown above, Accepted Date: Contractor: By: Title: c: Project File/Conuaotor/Purchasing Rev. 03/10 EXHIBIT D EXHIBIT D LIVING WAGE PROVISIONS Minimum Living Wages: A requirement that Employers pay qualifying employees a wage of no less than $10.30 per hour with health benefits, or $11.55 per hour without health benefits. Paid and Unpaid Days Off: Employers provide qualifying employees at least twelve compensated days off per year for sick leave, vacation, or personal necessity, and an additional ten days a year of uncompensated time for sick leave, No Retaliation: A prohibition on employer retaliation against employees complaining to the City with regard to the employer's compliance with the living wage ordinance. Employees may bring an action in Superior Court against an employer for back pay, treble damages for willful violations, and attorney's fees, or to compel City officials to terminate the service contract of violating employers. Z AM44& OFFICE OF THE CITY CLERK 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 July 23, 2012 Norman Roberts, Vice President Roberts Consulting Group, Inc. P.O. Box 16692 Beverly Hills, CA 90209 Re: Services Agreement to Recruit a Police Chief Dear Mr. Roberts: The insurance requirements have been met. Transmitted herewith is one fully executed original agreement, as referenced above, approved by the City Council through Resolution No. 2012-118, July 17, 2012. If you have any questions regarding this matter, please call contact Mark Whitworth at (323) 583-8811 ext. 398. WGY:dj Enclosure c: Mark Whitworth Martha Valenzuela Purchasing Department Resolution No. 2012-118 Agreement File No. 12-076 E:7,cfusivefy Industr&f SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND ROBERTS CONSULTING GROUP, INC. TO RECRUIT A POLICE CHIEF FOR THE CITY OF VERNON Contractor: Responsible Principal of Contractor: Notice Information - Contractor: Notice Information - City: Commencement Date: Termination Date: Consideration: Records Retention Period COVER PAGE Roberts Consulting Group, Inc. Norman Roberts, Vice President Roberts Consulting Group, Inc. P.O. Box 16692 Beverly Hills, CA 90209 Attention: Norman Roberts, Vice President Phone: (818) 783.7752 Facsimile: (818) 783-6377 City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attention: Mark Whitworth, City Administrator Telephone: (323) 583-8811 ext. 398 Facsimile: (323) 826-1408 July 17, 2012 July 17, 2013, pursuant to the provisions set forth in Section 1 Total not to exceed $25,000.00 (includes all applicable sales tax); and more particularly described in Exhibit B Three (3) years SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND ROBERTS CONSULTING GROUP, INC. TO RECRUIT A POLICE CHIEF FOR THE CITY OF VERNON THIS AGREEMENT is made and entered into as of July 17, 2012 ("Effective Date"), by and between the City of Vernon, a California charter City and California municipal corporation ("City"), and Roberts Consulting Group, Inc., a California corporation ("Contractor"). City and Contractor are collectively -referred to herein as the "Parties." RECITALS A. City desires to retain the services of a search firm to conduct a comprehensive recruitment for the position of Police Chief for. the City, as more fully set forth in the Scope of Services, attached hereto and incorporated herein as Exhibit A. B. Contractor represents it is qualified and capable of furnishing the labor, materials, and expertise necessary to perform such services in accordance with the terms and conditions set forth in this Agreement. NOW, THEREFORE, the Parties agree as follows: Section 1. Term and Time of Performance. (a) This Agreement shall commence upon the Commencement Date listed on the Cover Page, and shall remain and continue in effect through the Termination Date listed on the Cover Page, or upon thedate the City hires a candidate, whichever is sooner, (b) In the event that the hired candidate (other than an internal candidate and if recommended by Contractor) is terminated within one year from the date of hire, the Contractor shall conduct the recruitment of a new Police Chief at no additional fee, but shall be reimbursed for any expenses incurred. Section 2. Performance. (a) Contractor shall perform the services and tasks described and set forth in the Scope of Services, Exhibit A ("Services"). Additional services must be mutually agreed upon in writing signed by both Parties prior to performance of those additional services, (0) Contractor shall at all times faithfully, competently and to the best of its ability, experience, and talent, perform all Services under this Agreement in accordance with the standard of care and skill ordinarily exercised by members of the profession currently practicing in the same locality as the City under similar circumstances and in a manner reasonably satisfactory to City. Contractor shall at all times comply with the highest ethical standards when performing Services for the City. (c) . Contractor shall keep itself informed of all local, state, and federal ordinances, laws and regulations which in any manner affect those employed by it or in any way affect the performance of its Services pursuant to this Agreement. Contractor shall at all times observe and comply with all such ordinances, laws and regulations. City, and its officers, officials, employees, agents or volunteers shall not be liable at law or in equity occasioned by failure of Contractor to comply with this section. (d) Contractor will not be compensated for any work performed not specified in Exhibit A unless City authorizes such work in advance and in writing. Section 3. Compensation. (a) City agrees to compensate Contractor, and Contractor agrees to accept in full satisfaction for the services and any supplies or goods required by this Agreement, a sum not to exceed the Consideration set forth on the Cover Page and more particularly described in Exhibit B. The Consideration shall constitute reimbursement of Contractor's fee for the Services as well as for all actual and necessary expenditures reasonably incurred in the performance of this Agreement (including without limitation, all labor, materials, equipment, supplies, delivery, tax, assembly, and installation, as applicable). (b) There shall be no claims for additional compensation for reimbursable expenses and Contractor shall not be reimbursed for any additional expenses. (c) Change in the scope of. services, duties, obligations, durations or total compensation, shall be by written authorization only by the City. A form of Change Order is set forth in Exhibit C attached hereto and incorporated by reference. Section 4. Method of Payment. City shall pay Contractor the Consideration in accordance with the Cost Schedule set forth in Exhibit B. .Section 5. Responsible Principals. (a) Contractor's Responsible Principal set forth on the Cover Page shall be principally responsible for Contractor's obligations under this Agreement and shall serve as principal liaison between City and Contractor. Designation of another Responsible Principal by Contractor shall not be made without prior written consent of City. (b) City's Responsible Principal shall be the City Administrator or his designee who shall administer the terms of'the Agreement on behalf of City. Section 6. Personnel. (a) All persons performing Services shall have all the necessary technical . expertise, permits, professional licenses, certificates, training, and other qualifications required by this Agreement or other applicable laws. Contractor.shall provide City with said permits, licenses, and certificates at the request of City. I (b) Contractor represents that it has, or shall secure at its own expense, all personnel required to perform Contractor's Services under this Agreement. All personnel engaged in the work shall be qualified to perform such Services. Section 7, Permits and Licenses. Contractor shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of services under this Agreement, excluding a business license. Except as provided herein below, Contractor shall obtain and pay for all permits and licenses required by federal, state or local law, rule or regulation. Costs for obtaining City licenses and permits required under this Agreement shall be waived. Section 8. Access. Contractor shall comply with all reasonable access and other restrictions that City may impose. No access to City property for performance of the Services shall be permitted prior to delivery to City of proof of insurance paid and maintained by Contractor. Section 9. Contractor's Duties and Representations. Contractor represents, covenants and agrees as follows: (a) There are noobligations, commitments, or impediments of any kind that will limit or prevent performance of the Services, (b) Contractor presently has no interest and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of the Services contemplated by this Agreement. No person having any such interest shall be employed by or be associated with Contractor. (c) There is no litigation pending against Contractor and Contractor is not the subject of any criminal investigation or proceeding, and neither Contractor nor its personnel, to its actual knowledge, have been convicted of a felony. Section 10. Independent Contractor. (a) Contractor is and shall at all times remain, as to City, a wholly independent contractor. The personnel performing the Services under this Agreement on behalf of Contractor shall at all times be under Contractor's exclusive direction and control. Neither City nor any of Its officers, officials, employees, agents, or volunteers shall have control over the conduct of Contractor or any of Contractor's officers, employees, or agents except as set forth in this Agreement. Contractor shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers,. officials, employees, agents, or volunteers of City. Contractor shall not incur or have the power to incur any debt, obligation or liability whatsoever against City, or bind City in any manner. (b) No employee benefits shall be available to Contractor or its officers, employees, or agents in connection with the performance of this Agreement. Except for Consideration paid to Contractor as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Contractor for performing services hereunder for the City. City shall not be liable for compensation or indemnification to Contractor or its officers, employees, or agents for injury or sickness arising out of performing services hereunder. (c) Contractor agrees to pay and be responsible for paying all Federal, State and local taxes for compensation received by Contractor from City while performing services for City. Section 11. Termination. (a) Termination Right. City may, at any time, for any reason or for no reason, with or without cause, terminate this Agreement, by serving upon the Contractor at least five (5) calendar days prior written notice. Upon receipt of such notice, Contractor shall Immediately cease all work under this Agreement, unless the notice provides otherwise: 4 (b) In the event of termination or cancellation of this Agreement by City, due to no fault or failure of performance by Contractor, Contractor shall be paid based on the percentage of work satisfactorily performed at the time of termination. In no event shall Contractor be entitled to receive more than the amount that would be paid to Contractor for the full performance of the services required by this Agreement. Contractor shall have no other claim against City by reason of such termination, including any claim for compensation. (c) Actions Subsequent to Termination. In the event of termination of this Agreement, Contractor shall deliver all Confidential Information, as defined in Section 13 below, to City within thirty (30) days after the termination of this Agreement. Contractor shall also take all such other action as City reasonably requires and shall cooperate with City to effectuate an orderly and systematic termination of Contractor's duties and activities hereunder. (d) All of the terms and conditions in the Agreement related to payment, confidentiality, indemnification, dispute resolution and waiver shall survive termination of this Agreement. Section 12. Limitation of City's Liability. City's liability on any kind of claim for any loss or damage arising out of, in connection with, or resulting from this Agreement, shall in no case exceed the amount that would be paid to Contractor for the full performance of the services required by this Agreement. In no event shall City be liable for anticipated profits or for incidental, consequential or punitive damages. City shall not be liable for penalties of any description. Section 13. Confidential Status: Disclosure of Information. (a) Confidential. Status; Disclosure of Information. All data, customer information, business practices, business methods; privileged information, trade secrets, financial statements, floor plans, designs, blueprints, maps, surveys, drawings, models, reports, correspondence, logs, documents, materials or other information developed or created by Contractor, received by Contractor, revealed to Contractor, or provided to Contractor for the performance of this Agreement ("Confidential Information") are deemed confidential and shall not be disclosed by Contractor to any third party without City's prior written consent. City . reserves all rights to Confidential Information. City shall grant consent if disclosure is legally required. All Confidential Information shall be returned to City upon completion or termination of this Agreement. Contractor's covenant under this section shall survive the termination of this Agreement. City may disclose to third parties any Confidential Information at its sole discretion. (b) Contractor's obligation not to disclose any Confidential Information shall .not extend to information that; L was in the possession of, or was rightfully known by, the Contractor without an obligation to maintain its confidentiality.prior to receipt from City; ii. is or becomes generally known to the public without violation of this Agreement; iii. is obtained without an obligation of confidentiality by the Contractor in good faith from a third party having the right to disclose it without an obligation of . confidentiality; or 5 iv. information which is.required to be disclosed pursuant.to any court order or directive having the force of law. (c) The provisions of this section shall survive the termination of this .Agreement. Section 14. Technical Materials. City reserves all rights to any and all tools, dies, patterns, plates or other similar technical materials furnished or paid for by City, and Contractor shall use such materials in strict confidentiality and shall return the same to City at Its request upon completion or termination of this Agreement. Contractor shall not copy or otherwise use any such materials for any purposes other than the completion of this Agreement. Contractor's covenant under this section shall survive the termination of this Agreement. Section 15. Records and Inspections. Contractor shall maintain full and accurate records with respect to all matters covered under this Agreement for Records Retention Period. City shall have access, without charge, during normal business hours to such records, and the right to examine and audit the same and to make copies and transcripts therefrom, and to inspect all program data, documents, proceedings and activities. Section 16. Default. Contractor's failure to comply with the provisions of this Agreement shall constitute a default. In the event that Contractor is in default under the terms of this Agreement, City shall have no obligation or duty to continue compensating Contractor for any work performed after the date of default and can terminate this Agreement immediately by written notice to Contractor. Section 17. Indemnification. Contractor agrees to defend, indemnify, protect and hold harmless City, its officers, officials, employees, agents, and volunteers from and against any and all claims, suits, demands, actions, losses, damages, judgments, settlements, penalties, fines, defensive costs or expenses, including without limitation, interest, attorneys' fees and expert witness fees, or liability of any kind or nature arising out of or attributable to the acts or omissions of Contractor, or Contractor's officers, employees, or agents which in any way arise out of, result from, or are in any way related to the performance or non-performance of this Agreement, excepting only liability arising out of the sole negligence or willful misconduct of City, its officers,. officials, employees, agents, or volunteers. THE PROVISIONS OF THIS SECTION SHALL NOT TERMINATE OR EXPIRE,,SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT AND SHALL BE GIVEN THE BROADEST POSSIBLE INTERPRETATION. The obligations in this section are in addition to Contractor's duty to provide insurance and shall not be limited by any limitation on the amount or type of insurance coverage carried by Contractor. Section 18. Insurance. (a) Contractor shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, a policy or policies of Comprehensive General Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) aggregate, with One Million Dollars ($1,000,000) for each occurrence, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by Contractor or Contractor's officers, employees, or agents. 0 (b) Contractor shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, a policy or policies of Auto Liability insurance covering personal injury and property damage, with minimum limits of One Million Dollars ($1,000,000) per occurrence, combined single limit, covering any vehicle utilized by Contractor or Contractor's officers, employees, or agents in performing the services required by this Agreement. (c) Contractor shall at all times during the term of this Agreement, carry, maintain, and keep in full force and effect, a policy or policies of Professional Liability Insurance (errors and omissions) with minimum limits of One Million Dollars ($1,000,000), to protect City from any losses sustained through any errors or omissions committed by Contractor or Contractor's officers, employees or agents in performing Serivices required by this Agreement. Further, If the policy is on other than an occurrence basis; Contractor shall maintain in full force and effect such insurance for one year after performance of work under this Agreement is completed. (d) Contractor agrees to maintain in force at all times during the performance of work under this Agreement workers compensation insurance as required by law. (a). Contractor shall require each of its sub -consultants or sub -contractors to maintain insurance coverage that meets all of the requirements of this Agreement. (f) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a B+; VII in the latest edition of Best's Insurance Guide. (g) Contractor agrees that if it does not keep the aforesaid insurance in full force and effect City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may take out the necessary insurance and pay, at Contractor's expense, the premium thereon. (h) At all times during the term of this Agreement, Contractor shall maintain on file with the Risk Manager, a certificate or certificates of insurance, satisfactory to the City Attorney and Risk Manager, along with a copy of the policy declarations page for each policy showing that the aforesaid policies are in effect in the required amounts. Upon request by City, Contractor shall cause its insurers to issue certified copies of the Insurance policies evidencing that the coverage and policy endorsements required under this Agreement are maintained in force. Contractor shall, prior to commencement of work under this Agreement, file with the Risk Manager; such certificate or certificates and a copy of the policy declarations page for each policy. The policies of insurance required by this Agreement shall contain an endorsement naming the City, its officers, officials, employees, agents, and volunteers as additional insured's. All of the policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days prior written notice to City, and specifically stating that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in this Agreement. (i) The insurance provided by Contractor shall be primary to any coverage, available to City, and any insurance or self-insurance maintained by City, its officers, officials, employees, agents, or volunteers shall be excess of Contractor's insurance and shall not contribute with it. The policies of insurance required by this Agreement shall include provisions 7 for waiver of subrogation. Contractor hereby waives all rights of subrogation against City, its officers, officials, employees, agents, and volunteers. Q) Any deductibles or self -insured retentions must be declared to and . approved by City. At the option of City, Contractor shall either reduce or eliminate the deductibles or self -insured retentions with respect to City, or Contractor shall procure a bond guaranteeing payment of losses and expenses. Section 19. Certification. In accordance.with the provisions of Section 3700 of the Labor Code, Contractor shall secure the payment of compensation to Contractor's employees. By executing this Agreement, Contractor certifies the following: Contractor is aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and Contractor will comply with such provisions before commencing the performance of the work of this Agreement. Section 20. Standard Specifications. The work done pursuant to this Agreement shall be done in accordance with the provisions of the most current edition of "Standard Specifications for Public Works Construction" (commonly known as "the Green Book') including Supplements, prepared and promulgated by the Southern California Chapter of the American Public Works Association and the Associated General Contractors of California, which specifications are hereinafter referred to as the "Standard Specifications." The provisions of these Standard Specifications shall apply to the work performed under this Agreement, unless different standards are specified in Exhibit A or agreed to in writing. by the City. Section 21. Compliance with Laws. Contractor shall keep itself informed of and comply with all Applicable Laws, including without limitation, the Fair Labor Standards Act, the Occupational Safety and Health Act and all those Applicable Laws relating in any way to employment practices and protection of the environment. Contractor shall not discriminate against any employee or any applicant for employment for reasons of race, color, creed, religion, sex, sexual preference,.age or national origin. For purposes of this section, "Applicable Laws" shall mean any and all laws, regulations, rules, orders, directives; judgments, decrees, permits; approvals or other applicable requirements of any governmental entity or agency having jurisdiction that are applicable to any aspect of this Agreement that are in force on the Effective Date and as they may be enacted, issued or amended during the term of this Agreement. Section 22. Enforcement of Wage and Hour Laws. Eight hours labor constitutes a legal day's work. The Contractor, or subcontractor, if any, shall forfeit twenty-five dollars ($25) for each worker employed in the execution of this Agreement by the respective Contractor or subcontractor for each calendar day during which the worker is required or permitted to work. more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Sections 1810 through 1815 of the California Labor Code as a penalty paid to the City; provided, however, work performed by employees of contractors in excess of 8 hours per day, and 40 hours during any one week, shall be permitted upon compensation for all hours worked in excess of 8 hours per day at not less than 1 �/2 times the basic rate of pay. Living Wages. In addition,. Contractor, or Subcontractor, if any, working on City service contracts of any amount, as to all employees spending time on City contracts shall observe the City's Living Wage Ordinance and all requirements thereof at all times, on City contracts. The Current Living Wage Standards are set forth in Exhibit D. Upon request, certified payroll shall be provided to the City. Section 23. Materials and Workmanship. City shall have the right to inspect any material used. Material furnished shall be new, complete, ready -for -use and of the latest model, shall not have been used in demonstration or other services and shall have all the usual equipment as shown by its manufacturer's current specifications and catalogs, unless otherwise specified. Equipment, supplies or services that fail to comply with the Agreement requirements regarding design, material or workmanship may be rejected at the option of City. Any materials rejected shall be removed from City premises at the Contractor's sole expense. Section 24. Assignment of Unfair Business Practices. Contractor and its subcontractor offers and agrees to assign to City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services, or materials pursuant to the public works. contract or the subcontract. This assignment shall be made and become effective at the time City tenders final payment to Contractor, without further acknowledgment by the parties. Section.25. Assignment and Subcontracting. Contractor shall not assignor attempt to assign any portion of this Agreement, or subcontract any required performance hereunder, without the prior written approval of City. Any assignment or subcontract made in violation of this section is invalid and void. In the event City grants written approval to Contractor to subcontract work under this Agreement, Contractor is prohibited from using a subcontractor who is ineligible to perform work on a public works project pursuant to. Section 1777.1 or 1777.7 of the Labor Code. Section 26. Arbitration and Venue. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity , thereof; including the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by arbitration in Los Angeles, California. The arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules, and Procedures. The arbitrator shall be a retired judge. All. decisions of the arbitrator shall be in writing, and the arbitrator shall provide written reasons for their decision. The arbitration decision shall be final and binding on the Parties. Judgment on the award may be entered in any court having jurisdiction pursuant to this Agreement. Notwithstanding the foregoing, the parties shall be permitted to access the court system to enforce any arbitration award. The exclusive jurisdiction and venue under this Agreement shall be the Superior Court of California, Los Angeles County. Section 27. Attorneys Fees. In the event a dispute, claim or litigation arises regarding this Agreement, the prevailing party shall be entitled to reimbursement for reasonable attorneys fees and actual costs, which may be set by the arbitrators or the court in the same action or in a separate action brought for that purpose, in addition to any other relief which is obtained. Section 28. Governing Law. This Agreement shall be interpreted and enforced according to; and the Parties rights and obligations governed. by, the domestic law of the State of California, without regard to its laws regarding choice of applicable law. 0 Section 29. Entire Aareement and Modifications. This Agreement, including attachments incorporated herein by reference, represents the entire integrated agreement and understanding between the Parties, and supersedes all prior or contemporaneous negotiations, representations, agreements, understandings and statements, written or oral. This Agreement may only be modified in writing and signed by both Parties. Section 30. . waiver. The waiver by either party of a breach or default by the other party shall not be deemed a waiver of any different or later breach whether of the same or other covenant or condition; nor shall any delay or omission by either party to exercise any right it may,have hereunder operate as a waiver of any breach.or default of such a right: The failure of either party to this Agreement to exercise any of its rights under this Agreement does not constitute a breach thereof and shall not be deemed to be a waiver of such rights or a waiver of any subsequent breach. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise. Section 31. Force Maieure. Neither party shall be considered in default of any of its obligations under this Agreement when a failure of performance shall be due to an uncontrollable force. The term "uncontrollable force" shall mean flood, earthquake, storm, fire, lightning, epidemic, war, riot, civil disturbance or disobedience, federal, state, or municipal action, statute, ordinance, or regulation, embargoes of the United States Government or any other government, which by exercise of due'diligence such party could not reasonably have been expected to avoid and by exercise of due diligence has been unable to overcome. Either party rendered unable to fulfill any of its obligations under this Agreement by reason of an uncontrollable force shall give written notice within five (5) business days of such fact to the other party and shall exercise due diligence to remove such inability with all reasonable dispatch. Section 32. City Not Obligated to Third Parties. City shall not be obligated or liable under this Agreement to any party other than Contractor. City shall timely notify Contractor of the receipt of any third -party claim relating to this Agreement. City shall be entitled to recover its . reasonable costs incurred in providing the notification required by section. Section 33. Notices. All notices, approvals, consents and other communications between the Parties shall be in writing, and shall be sent by certified mail (return receipt requested) or other delivery service which provides evidence of delivery, using the address set forth on the Cover Page under "Notice Information - City" or "Notice Information — Vendor,' as appropriate, or at such other address as may be; furnished by either party to the other in writing. Mailed notices will be deemed communicated as of the day of receipt. Section 34. Cover Page and Exhibits. The Cover Page and all documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail. Section 35. Headings. Headings used in this Agreement are for convenience and ease of reference only and shall not affect the interpretation of the Agreement. Section 36. Survival of Terms. All of the terms and conditions in this Agreement related to payment, confidentiality, indemnification, dispute resolution and waiver shall survive termination of this Agreement. 10 Section 37. Severability. Whenever possible, each provision of this Agreement shall be interpreted in. such a manner as to be valid under applicable law. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect, and shall in no way be affected, impaired or invalidated. Section 38. Authority to Execute This Agreement. The person or persons executing this Agreement on behalf of Contractor warrants and represents that he or she has the authority to execute this Agreement on behalf of Contractor and has the authority to bind Contractor to the performance of its obligations under this Agreement. [Signatures Begin on Next Page]. 11 . IN WITNESS WHEREOF, the Parties have signed this Agreement as of the date stated in the introductory clause. City of Vernon, a California charter City and California municipal corporation q r /�' v By: v William Davis Mayor Pro-Tem APPROVED AS TO FORM: Willbrd G. Ygmag Chief Deputy City Roberts Consulting Group, Inc., a California corporation � By: Name: Ko3c—n=rS Title: ��C—zing By: Name: oR H t,,✓�o /3�� Title: pY� l DF 12 EXHIBIT A EXHIBIT A SCOPE OF SERVICES Contractor shall provide the following services consisting of, but not limited to, the following: Information Gatherina and Analysis . Contractor will meet with City personnel to obtain views of the position and expectations regarding desirable training, experience and personal characteristics of candidates. Contractor shall also gather/review relevant information about the City and the. Police Chief position. Contractor shall summarize their findings and draft, for the City's approval, a Recruitment Brochure with the City's desired qualifications and characteristics to be sent to potential candidates. The Recruitment Brochure shall include information about the City, the Police. Chief position and the criteria established by the City. Candidate Recruttment/Outreach Upon the City's approval of the Recruitment Brochure, Contractor shall seek out individuals with superior qualifications and invite and encourage their interest: Announcements for the Police Chief position shall be placed on-line and in professional journals. Initial Screening Contractor shall review, acknowledge and evaluate all resumes received. Initial screening shall be used based upon criteria contained in the Recruitment Brochure, information contained In the resumes submitted, and Contractor's knowledge of the people and organizations in which potential candidates work. Telephone screening shall be conducted with the most promising candidates to gain a better understanding of the candidates' backgrounds. Interim Reporting Upon completion of the initial screening Contractor shall assemble and submit to the City a report of the leading candidates. The report shall Include summary resumes, supplemental information; and the original resumes of those candidates believed to be best qualified for the Police Chief position. Candidate Assessment Contractor shall interview (either in person or via video -conference) candidates whose qualifications most closely match the criteria established by the City. Contractor shall examine candidates' qualifications and achievements, verify degrees and certifications, gather news articles via the Internet, and conduct credit/criminal/civil/litigation/motor vehicle record checks. Following interviews by the City, Contractor shall conduct references for the top one or two candidates. Client Interviewing Contractor shall assist the City in scheduling the final candidates for interview. Contractor shall provide the City with a brief written report, for those candidates most nearly meeting the City's specifications, interviewing/selection tips, suggested interview questions, and rating forms. Contractor shall conduct a "briefing session" immediately preceding interviews and will assist the City in a "debriefing" immediately following the interviews. Contractor shall finalize references on the top one or two candidates and provide the City with a detailed, supplemental written report. Additional Consultant Assistance Contractor shall: • Arrange the schedule of Interviews and the associated logistics for final candidates; . • Advise on starting salary, fringe benefits, relocation trends and employment packages; • Act as.a liaison between. the City and candidates in discussing offers and counter offers; • Conduct a final round of reference checking with current employers (if not previously done for reasons of confidentiality); and • Notifying unsuccessful candidates, who were not recommended for interview, of the decision. EXHIBIT B EXHIBIT B FEES Contractor shall be paid an amount not to exceed $25,000.00 to perform the Services described in Exhibit A. Contractor shall submit three (3) equal invoices for fees pursuant to the following schedule: • First invoice — shall be submitted along with the submission of the Recruitment Brochure draft. • Second invoice — shall be at the deadline for receipt of resumes. e Third invoice — shall be submitted upon presentation of the report on the first day of Interviews (or 90 days from the start of the recruitment, whichever comes first). Invoices shall include the period for which Services were provided, the dates of such Services, and a description of the Services provided for that billing period. Each invoice shall include copies of supporting documents as City may require. Payments of each invoice shall be made by City within thirty (30) days following receipt of each invoice as to all non -disputed fees. If City disputes any of Contractor's fees, It shall give written notice to Contractor within thirty (30) days of receipt of the disputed invoices. Any amounts in dispute shall be withheld until resolution. Guarantee: Contractor shall conduct the search again for expenses only should the hired candidate (other than an internal candidate and if recommended by Contractor) be terminated within one year pursuant to Section 1(b) of the agreement. . Candidate Travel Expenses Expenses for candidates who travel to the City for interviews shall be reimbursed directly by the City. EXHIBIT C EXHIBIT C CHANGE ORDER Exhibit C CITY OF VERNON CONTRACT CHANGE ORDER NO. SUPPLEMENT NO. SHEET OF SHEETS PROJECT: P.O. NO. TO: CONTRACTOR REQUESTED BY: City of Vernon You are hereby directed to make the herein described changes to the plans and specifications or do the following described work not previously included in the plans and specifications of this contract. Except as specifically modifiedherein, all terms and conditions of the original contract remain in full force and effect, and apply to the additional work as if said work was originally included in the contract. Contract Amount (Base Bid) ............................................... $ Amount of This Change Order I ................................................ $ Amount of Previous Change Orders I ......................................... $ Total Change Orders .................................................. $ Modified Contract Amount ......... :................................... $ By reason of this change order the time of completion will be adjusted as follows; - Approved: Date: Attest: Date: Willard Yamaguchi, City Clerk We, the undersigned Contractor, have given careful consideration to the change proposed and hereby agree, if this proposal is approved, that we will provide all labor, equipment end materials, including overhead, except as may otherwise be noted above, and perform all services necessary for the work above specified, end will accept as full payment therefore the prices shown above. Accepted Date: Contractor: By: Title: c: Project File/Contractor/Purchasing Rev. 03/10. EXHIBIT D EXHIBIT D LIVING WAGE PROVISIONS Minimum Living Wanes: A requirement that Employers pay qualifying employees a wage of no less than $10.30 per hour with health benefits, or $11.55 per hour without health benefits. Paid and Unpaid Days Off: Employers provide qualifying employees at least twelve compensated days off per year for sick leave, vacation, or personal necessity, and an additional ten days a year of uncompensated time for sick leave. No Retaliation: A prohibition on employer retaliation against employees complaining to the City with regard to the employer's compliance with the living wage ordinance. Employees may bring an action in Superior Court against an employer for back pay, treble damages for willful violations, and attorney's fees, or to compel City officials to terminate the service contract of violating employers. Juarez, Debbie From: Arriola; Justin Sent: Wednesday, July 18, 2012 10:17 AM To: Juarez, Debbie Subject: RE: Insurance Inquiry - Roberts Consulting Group, Inc. - Approved 07/17/12 - Res. No. 2012-118 The Hawkins Company— Insurance recently expired. I'll request the documents asap. Roberts Consulting Group - Provided acceptable insurance. Justin Arriola Risk Management Dpt. L: �Ja rriola@ci. ve rnon. ca. us 0(323) 583-8811 ext:315 CONFIDEN'pI',LIT'Y NTOTTCE: This e-mail transtission, and any documents, files or previous a -mail messiges attached to it may contain confidential information that is legally privileged. If you are not the untended recipient, or a person responsible for delivering it to the intended recipient, you are hereby notifiedthat any disclosure, copying, distribution or use of any of the information contained in. or attached to this transmission is STRICTLY PROHIBITED. If you have received this transmission in error, please immediately notify the sender. Please destroy the original transmission and its attachments xvithout reading or saving in any manner. From: Juarez, Debbie Sent: Wednesday, July 18, 2012 10:13 AM To: Arriola, Justin Subject: Insurance Inquiry - Roberts Consulting Group, Inc. - Approved 07/17/12 - Res. No. 2012-118 Please let me know if the above -referenced has valid insurance on file. Thank you. Deborali Juarez tiZ,erords 911anagenientAssistant City of Vernon - City CCerf s Office 4305Santa Te gvenne Vemon, (,A 900S8 (323) 583-8811 WIPAR �' ItoS� .a 1� y rP. JUL 12 l h CITY CLERK'S OFFICE STAFF REPORT CITY ADMINISTRATION DATE: July 11, 2012 TO: Honorable Mayor Pro Tem and City Council FROM: Mark C. Whitworth, City Administrator RE: Search Firms for Police Chief and Finance Director Recruitments Background On June 30, 2010, former Police Chief Steven Towles retired from the City of Vernon. Since that time, the position has been filled on an interim basis. In line with the good governance reforms, it is recommended that an executive recruitment be conducted by Roberts Consulting Group, hic. ("Roberts") to fill the position on a permanent basis. Roberts recently completed the City Attorney recruitment and did an outstanding job of presenting highly qualified candidates and was extremely professional throughout the entire process. Danny Calleros has been serving as the Interim Police Chief since November 2010 and has done an excellent job of fulfilling the duties during that time, including representing the City in Sacramento on several occasions during the AB 46 legislation in 2011. Prior to Mr. Calleros, Captain Jim Rodino proudly served the City as the Interim Police Chief and also did a commendable job fulfilling the duties during that time. Both are key assets to the Vernon team. Recently, the current Finance Director Rory Burnett has informed me of his intent to retire in February 2013. In order to have sufficient overlap time with a new Finance Director before Mr. Burnett retires, it is recommended that an executive recruitment begin now. Similar to Roberts, The Hawkins Company ("Hawkins") is currently in the final stages of the Human Resources Director recruitment, and has done an exemplary job of presenting highly qualified candidates while maintaining extreme professionalism throughout the entire process. As such, it is recommended that Hawkins be retained to conduct the Finance Director recruitment. Recommendations It is recommended that the proposed contract with Norm Roberts Consulting Group, Inc. for the Police Chief recruitment be approved. It. is further recommended that the proposed contract with The Hawkins Company for the Finance Director recruitment be approved.