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15-0818_QUADRANT LAW GROUP LC_Personal Services Agreement PERSONAL SERVICES AGREEMENT THIS AGREEMENT is made, entered into, and shall become effective this 16th day of August 2015, by and between the San Juan Capistrano (hereinafter referred to as the "City") and Quadrant Law Group LC (hereinafter referred to as the "Consultant"). RECITALS: WHEREAS, City desires to retain the services of Consultant to perform strategic consulting services; and WHEREAS, Consultant is qualified by virtue of experience, training, education and expertise to accomplish such services. NOW, THEREFORE, City and Consultant mutually agree as follows: Section 1. Scoff of Mork. The scope of work to be performed by the Consultant shall consist of those tasks as set forth in Exhibit"A," attached and incorporated herein by reference. To the extent that there are any conflicts between the provisions described in Exhibit"A"and those provisions contained within this Agreement, the provisions in this Agreement shall control. Section 2. Tera. This Agreement shall commence on the effective date and shall terminate, and all services required hereunder shall be completed, no later than June 30, 2016. Section 3. Compensation. 3.1 Amount. Total compensation for the services hereunder shall not exceed $12,000 as set forth in Exhibit"A," attached and incorporated herein by reference. 3.2 Method of Payment. Subject to Section 3.1, Consultant shall submit invoices as described in Exhibit"A," attached and incorporated herein by reference. 1 3.3 Records of Expenses. Consultant shall keep complete and accurate records of all costs and expenses incidental to services covered by this Agreement, These records will be made available at reasonable times to the City. Invoices shall be addressed as provided for in Section 16 below. Section 4. Independent Contractor. It is agreed that Consultant shall act and be an independent contractor and not an agent or employee of the City, and shall obtain no rights to any benefits which accrue to Agency's employees. Section 5. Limitations Upon Subcontracting and Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Consultant shall not contract with any other entity to perform the services required without written approval of the City. This Agreement may not be assigned, voluntarily or by operation of law, without the prior written approval of the City. If Consultant is permitted to subcontract any part of this Agreement by City, Consultant shall be responsible to the City for the acts and omissions of its subcontractor as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. All persons engaged in the work will be considered employees of Consultant. City will deal directly with and will make all payments to Consultant. Section 6. Changes to Scope of Work. For extra work not part of this Agreement, a written authorization from City is required prior to Consultant undertaking any extra work. In the event of a change in the Scope of Work provided for in the contract documents as requested by the City,the Parties hereto shall execute an addendum to this Agreement setting forth with particularity all terms of the new agreement, including but not limited to any additional Consultant's fees. Section 7. Time of Essence. Time is of the essence in the performance of this Agreement. Section 8. Compliance with Law. Consultant shall comply with all applicable laws, ordinances, codes and regulations of federal, state and local government. 2 Section 9. Conflicts of Interest. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of the services contemplated by this Agreement. No person having such interest shall be employed by or associated with Consultant. Section 10. Copies of Work Product. At the completion of the work, Consultant shall have delivered to City at least one (1) copy of any final reports and/or notes or drawings containing Consultant's findings, conclusions, and recommendations with any supporting documentation. All reports submitted to the City shall be in reproducible format, or in the format otherwise approved by the City in writing. Section 11. Ownership of Documents. All reports, information, data and exhibits prepared or assembled by Consultant in connection with the performance of its services pursuant to this Agreement are confidential to the extent permitted by law, and Consultant agrees that they shall not be made available to any individual or organization without prior written consent of the City, except to the extent required by applicable law, rule, or regulation. All such reports, information, data, and exhibits shall be the property of the City and shall be delivered to the City upon demand without additional costs or expense to the City. Consultant shall be entitled to keep a copy of all such information in connection with its routine backups and disaster recovery protocols, and to comply with applicable law and professional responsibilities. The City acknowledges such documents are instruments of Consultant's professional services. Section 12. Indemnity. To the fullest extent permitted by law, Consultant agrees to protect, defend, and hold harmless the City and its elective and appointive boards, officers, agents, and employees from any and all claims, liabilities, expenses, or damages of any nature, including attorneys' fees, for injury or death of any person, or damages of any nature, including interference with use of property, arising out of, or in any way connected with the negligence, recklessness and/or intentional wrongful conduct of Consultant, Consultant's agents, officers, employees, subcontractors, or independent contractors hired by Consultant in the performance of the Agreement. The only exception to Consultant's responsibility to protect, defend, and hold harmless the City, is due to the negligence, recklessness and/or wrongful conduct of the City, or any of its elective or appointive boards, officers, agents, or employees. This hold harmless agreement shall apply to all liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Consultant. 3 To the fullest extent permitted by law, City agrees to protect, defend, and hold harmless Consultant from any and all claims, liabilities, expenses, or damages of any nature, including attorneys' fees, for injury or death of any person, or damages of any nature arising out of, or in any way connected with the negligence, recklessness and/or intentional wrongful conduct of City, City's agents, officers, employees, subcontractors, or independent contractors. Section 13. Insurance. On or before beginning any of the services or work called for by any term of this Agreement, Consultant, at Its own cost and expense, shall carry, maintain for the duration of the agreement, and provide proof thereof that is acceptable to the City, the insurance specified below with insurers and under forms of insurance satisfactory in all respects to the City. Consultant shall not allow any subcontractor to commence work on any subcontract until all insurance required of the Consultant has also been obtained for the subcontractor. Insurance required herein shall be provided by Insurers in good standing with the State of California and having a. minimum Best's Guide bating of A- Class V11 or better. 13.1 Comprehensive General Liability. Throughout the term of this Agreement, Consultant shall maintain in full force and effect Comprehensive General Liability coverage in an amount not less than one million dollars per occurrence ($1,000,000.00), combined single limit coverage for risks associated with the work contemplated by this agreement. If a Commercial General Liability Insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this agreement or the general aggregate limit shall be at least twice the required occurrence limit. 13.2 Comprehensive Automobile Liability. Throughout the term of this Agreement, Consultant shall maintain in full force and effect Comprehensive Automobile Liability coverage, including owned, hired and non- owned vehicles in an amount not less than one million dollars per occurrence ($1,000,000.00). 13.3 W'orker's Compensation. If Consultant intends to employ employees to perform services under this Agreement, Consultant shall obtain and maintain, during the term of this Agreement, Worker's Compensation Employer's Liability Insurance in the statutory amount as required by state law. ....... ............. ....... 4 Section 14. Termination. City shall have the right to terminate this Agreement without cause by giving thirty (30) days' advance written notice of termination to Consultant. In addition, this Agreement may be terminated by any party for cause by providing ten (10) days' notice to the other party of a material breach of contract. If the other party does not cure the breach of contract, then the agreement may be terminated subsequent to the ten (10) day cure period. Section 15. Notice. All notices shall be personally delivered or mailed to the below listed addresses, or to such other addresses as may be designated by written notice. These addresses shall be used for delivery of service of process: To City: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attention: City Manager To Consultant: Quadrant Law Group LC 300 Irvine Center Drive, Suite 300 Irvine, CA 92618 Attention: Robert Kling Section 16. Attorneys'_Fees_. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys'fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. Section 17, Dispute Resolution. In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"). Section 18, Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. 5 IN WITNESS WHEREOF, the parties hereto have executed this Agreement. CITY OF SAN J AN CAPISTRANO By: 4__ j Keith Till, Interim City Manager QUADRANT LAW GROUP LC By. Robert Ming, Pre ident& Founding Partner f ATTEST. Maria ,,rris'� City Clerk APPROVED AS TO FORM: Jeff B aWn g6 r, City AIA&ney . ... ......... ........ 6 Exhibit A Alk Aid QUADRANT LAW GROUP Righ,t ppople, Right tasks. Right approach, City of San Juan Capistrano City Manager Selection Process Strategic Facilitation Consulting Scope of Work August 13, 2015 .... ...... ... ........ ........ ......... ............... .... .. ...... ... . ........ ......... ................................... ......................... ........ 7 I. Introduction The City of San Juan Capistrano(the"City") is in a period of transition and has begun the process of searching for and selecting a new City Manager. The City would benefit from a detailed analysis of the ideal City Manager in view of the Council's long range goals. Ilo Proposal Quadrant Law Group("Quadrant")proposes to provide strategic consulting to facilitate alignment of the city manager selection process with the council's long-range goals, as follows: • Produce a report suggested process considerations and guidance for its search firm, suggesting characteristics of an ideal City Manager for consideration by the counciland proposing a weighting rubric for scoring those characteristics. • Attend and facilitate an open council workshop to discuss the characteristics,weighting rubric and ideal City Manager description. • Summarize the council's direction derived from the workshop in a final report. ® Attend the meeting when the council adopts the framework and provide any supporting information or testimony as necessary. This process will create a tool forthe search firm to use that will result in a predictable narrowing of candidates and will focus the search firm on the key areas the council is concerned with for its long terra strategic growth. III. Project Staffing This assignment will be serviced primarily through the efforts of Robert Ming, our Founding Partner. Mr. Ming has a unique skill set and experience which make him particularly well suited to working with cities to help build consensus and address issues in a collaborative way. Other Quadrant staff may participate as needed. Robert Ming, Founding Partner Founding President of the Association of California Cities Former President of the California League of Cities—©range County Division. Former Managing Director and Associate General Counsel at Jefferies Former General Counsel at BeXcom,a 13213 e-commerce procurement provider 8 ® Two time Former Mayor of Laguna Niguel,councilmember for eight years,board member of the Transportation Corridor Agency,the Orange County Vector Control District,and the California Joint Powers Insurance Authority. ® Former Chair of the ACC-OC Economic Development Best Practices Committee, during which time the committee developed best practice guidelines for cities seeking to encourage local economic development, public collaboration and enhanced customer service. 0 Former Chair of the ACC-OC Pension Reform Committee,during which time the committee developed best practice guidelines for pension reform that were unanimously adopted by member cities. w 2018 Collaborative Policymaker of the Year Award M Fees Quadrant proposes a fixed fee for this process based on the following assumptions: A. Research and Presentation of Report 1.5-20 hours B. Facilitate an Open Meeting Council Workshop _ 2-5 hours C. Prepare Final Report 6-8 hours D. Council Adoption of the Goal or Objective 2 hours Total 25-35 hours Quadrant will perform each issue analysis for a fixed fee of $12,000, payable 50% upon commencement of the issue analysis and 50%upon presentation of the Final Report to the City. Actual out of pocket expenses will be billed at cost. V. Term and Termination The council may terminate this SOW at any time,and in such event,shall pay Quadrant its normal hourly rates for hours expended prior to the termination date. if this SOW accurately reflects your understanding of our agreement, please sign in the space provided below. 9