RPVCCA_CC_SR_2014_06_17_L_Larson_Contract_ExtCrTYOF RANCHO PALOS VERDES
MEMORANDUM
TO:
FROM:
DATE:
SUBJECT:
REVIEWED:
HONORABLE MAYOR & CITY COUNCIL MEMBERS ~i'
SEAN M. ROBINSON, HUMAN RESOURCES MANAGER~~
JUNE 17, 2014
FIRST AMENDED AND RESTATED PROFESSIONAL
SERVICES AGREEMENT WITH STEVEN A. LARSON FOR
HUMAN RESOURCES MANAGEMENT SERVICES
CAROLYNN PETRU, ACTING CITY MANAGE~
RECOMMENDATION
Approve the First Amended and Restated Professional Services Agreement with Steven A
Larson, extending the contract to June 30, 2015, and authorizing Steven A Larson to
assist the City's lead labor negotiator (Mr. Peter Brown), in an amount not to exc:eed
$20,000.
BACKGROUND
Prior to the City hiring Human Resources Manager Sean M. Robinson, the City utilized Mr.
Steven A Larson as an interim HR professional from July 2012 through December 2012.
Upon the selection of Mr. Robinson as the interim and subsequent hiring of Mr. Robinson
as the permanent, full-time Human Resources Manager, Mr. Larson functioned, via a
Professional Services Agreement (PSA), as an assistant to lead labor negotiator Mr. Peter
Brown on behalf of the City and specialized human resources assistance services from
June 2013 through June 2014.
The initial PSA was executed in an amount not to exceed $25,000 annually. To date
approximately $10,000 has been expended from services provided by Mr. Larson for
FY13/14.
DISCUSSION
The terms of Mr. Larson's Professional Services Agreement (PSA) with the City executed
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First Amended and Restated Professional Services Agreement with Steven A. Larson
for Human Resources Management Services
June 17, 2014
Page 2 of 3
in 2013 detail his prov1s1on of specialized human resources consulting and labor
negotiation services. Following are the deliverables broken out as specific tasks for Mr.
Larson as part of his FY13/14 initial Agreement:
• Labor Negotiations: Provide labor negotiations and consulting services to
assist the City's lead negotiator in the negotiation of a baseline (status quo)
Memorandum of Understanding (MOU) and an initial MOU. Provide related
advice to City Council and the City Manager. Attend negotiation meetings and
City Council meetings, as needed.
• Workplace Safety: Advise the Human Resources Manager on the review and
update of the City Workplace Safety Plan, including the establishment of an
employee safety committee.
• Employee Benefits: Advise the Human Resources Manager and Finance
Director on the development of an investment policy and management
committee for the City's existing § 457 deferred compensation plan and retiree
health saving plan.
• Pay Plan: Advise the Human Resources Manager on revision of the City's merit
pay plan, in coordination with the City's outside consultant, Creative
Management Solutions.
Several of these tasks have been completed by Mr. Larson, while Staff managed other
tasks internally. At this time, Staff has no other tasks identified that cannot be completed
by existing staff or other third party vendors (for example: the classification and
compensation study). Therefore, the proposed First Amended and Restated Agreement
includes only Mr. Larson's assistance with the labor negotiations process for FY14/15 as
his deliverable. As such, the fiscal impact of the proposed First Amended and Restated
Agreement is $5,000 less than the $25,000 authorized for FY13/14.
ALTERNATIVES
The following alternatives are available for Council's consideration:
1. Extend the current arrangement with Mr. Larson via the First Amended and
Restated Professional Services Agreement, with anticipated funding of the not to
exceed amount of $20,000 for FY14/15;
2. Authorize the City's Human Resources Manager to assist Mr. Brown in the
negotiations process. This alternative would provide the City with a cost savings; or,
3. Direct staff to seek the services of a different outside consultant specializing in labor
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First Amended and Restated Professional Services Agreement with Steven A. Larson
for Human Resources Management Services
June 17, 2014
Page 3 of 3
negotiations and human resources functions. The fiscal impact of this alternative is
uncertain, but probably similar to the existing contract.
CONCLUSION
In February 2014, the City Council approved a Baseline MOU with the Employee
Association. Negotiations regarding the next MOU are currently pending the completion of
the classification and compensation study referenced earlier. Once that study is completed,
it is expected that the lead negotiator will continue to require support from a human
resources professional through the completion of the MOU. Therefore, should Council
desire to 9ontinue its professional agreement with Mr. Larson, Staff has prepared a First
Amended and Restated Professional Services Agreement (Attachment A) which has been
reviewed and approved by the City Attorney. Should Council prefer the direction that Staff
assist directly with the labor negotiations task outlined in the PSA Amendment, or seek
another third party consultant, Staff stands ready to implement either of these options as
well.
FISCAL IMPACT
The anticipated costs for Mr. Larson's assistance with the labor negotiating process are not
anticipated to exceed $20, 000 for FY 14/15. The funds for the extension of the
Professional Service Agreement are included in the draft FY14-15 Budget, which is also on
tonight's agenda for adoption.
Attachment: First Amended and Restated Professional Services Agreement for
Steven A. Larson
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CONSULTANT SERVICES AGREEMENT
THIS FIRST AMENDED AND RESTATED AGREEMENT ("Agreement") is made
at Rancho Palos Verdes, California, as of 2014, by and between the City of Rancho
Palos Verdes, a municipal corporation (the "CITY") and Steven A. Larson ("CONSUL TANT"), who
agree as follows:
1) SERVICES. Subject to the terms and conditions set forth in this Agreement,
CONSULTANT shall provide to the CITY the services described in Exhibit "A."
CONSULTANT shall provide said services at the time, place, and in the manner specified in
Exhibit "A."
2) PAYMENT. CITY shall pay CONSUL TANT for services rendered pursuant to this
Agreement at the times and in the manner set forth in Exhibit ''B." The payments specified in
Exhibit ''B" shall be the only payments to be made to CONSULTANT for services rendered
pursuant to this Agreement. CONSULTANT shall submit all billings for said services to the
CITY in the manner specified in Exhibit "B."
3) FACILITIES AND EQUIPMENT. CONSULTANT shall, at its sole cost and
expense, furnish all facilities and equipment which may be required for furnishing services
pursuant to this Agreement.
4) GENERAL PROVISIONS. The general provisions set forth in Exhibit "C" are part of
this Agreement. In the event of any inconsistency between said general provisions and any other
terms or conditions ofthis Agreement, the provisions set forth in Exhibit "C" shall control.
5) INSURANCE REQUIREMENTS. The insurance requirements set forth in Exhibit
"D" are part of this Agreement. In the event of any inconsistency between said insurance
requirements and any other terms or conditions of this Agreement, except the general
provision addressed in Paragraph 4 (immediately above), the requirements set forth in Exhibit
'D" shall control.
6) EXHIBITS. All exhibits referred to herein are attached hereto and are by this
reference incorporated herein.
EXECUTED as of the day first above stated.
City of Rancho Palos Verdes,
a municipal corporation
Mayor
CONSULTANT
Steven A. Larson
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EXHIBIT "A"
SCOPE OF SERVICE
CONSULTANT was previously employed (as an employee) by City to provide staff services
involving human resources and labor relations during a staff shortage and while the City
recruited for a regular Human Resources Manager. The City Manager has appointed a full time
employee as the Human Resources Manager who is now performing these staff functions.
CONSUL TANT's employment by the City for these purposes ended. CONSUL TANT was
engaged via an original Agreement in 2013 (as an independent contractor) to provide
specialized human resources consulting and labor negotiation services. This Agreement
continues those services forthe following project:
• Labor Negotiations: Provide labor negotiations and consulting services to assist the
City's lead negotiator in the negotiation of a baseline (status quo) Memorandum of
Understanding (MOU) and an initial MOU. Provide related advice to the City Manager
and City Council. Attend negotiation meetings and City Council meetings, as needed.
CONSUL TANT's services may include such additional human resources and labor relations
consulting services as CONSULTANT and CITY's City Council mutually agree.
Unless sooner terminated as provided in this Agreement, this Agreement will terminate on
June 30, 2015.
Manner of Providing Services
CONSULTANT shall be responsible for the successful completion of the tasks or projects
assigned to CONSULTANT under this Agreement. CONSUL TANT shall determine the
manner and means to be used, with CITY only interested in the results to be achieved.
CONSULTANT shall coordinate its activities with CITY, but shall not be required to account for
its actions and activities, except as to the results to be achieved. Except as otherwise provided in
this Agreement, CONSUL TANT shall furnish all tools and equipment and shall be responsible
for incidental business expenses (including office supplies, office space, travel and clerical
support services) incurred in connection with the services provided to the CITY. However, CITY
may temporarily provide incidental facilities and clerical support for CITY'S convenience while
CONSUL TANT is on site. City shall not use the provision of such incidental facilities and
clerical services to control the manner by which services are performed or to supervise
CONSULTANT. CONSULTANT shall pay all applicable self-employment taxes. Consistent
with CONSULTANT'S status as an independent contractor, CONSUL TANT shall not use
letterhead, business cards, job titles or any other indicia that may imply CONSUL TANT is an
employee of CITY.
The parties anticipate that the services will average substantially less than full-time work and that
CONSULT ANT will continue to perform similar consulting work for other existing and future
clients. CONSULTANT is engaged in the business of human resources consulting and offers his
services to the relevant market for such services. CONSULT ANT will be free to offer services
and to perform similar consulting work for other clients, provided such work does not conflict
with CONSULTANT's services under this Agreement.
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EXHIBIT "B"
PAYMENT
1) The total contract price for services rendered by CONSULTANT under this
Agreement shall be as specified below:
Personnel Hourly Rate
Steven A. Larson $100.00
2) Payment shall be made to CONSULTANT on a time and materials basis, and
CONSULTANT shall submit monthly invoices to the City with any special address or routing
information that is provided by the City Manager or Human Resources Manager for the same.
3) Any additional projects or work required beyond that set forth in Exhibit "A" shall be
mutually agreed to by the CITY and CONSULTANT, and shall be billed on a time and materials
basis to the City with any special address or routing information provided by the City Manager
or Human Resources Manager.
4) The total of all payments under this Agreement are not to exceed $20,000,
without prior written approval of the City Council. CONSULTANT shall monitor the hours that
are spent to assure compliance.
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EXHIBIT "C"
GENERAL PROVISIONS
I) INDEPENDENT CONSULTANT. At all times during the term of this Agreement,
CONSULTANT shall be an independent contractor and shall not be an employee of CITY.
CITY shall have the right to control CONSUL TANT only insofar as the results of
CONSULTANT's services rendered pursuant to this Agreement; however, CITY shall not
have the right to control the means by which CONSULTANT accomplishes services rendered
pursuant to this Agreement.
2) LICENSES; PERMITS; ETC. CONSULTANT represents and warrants to CITY that
CONSUL TANT has all licenses, permits, qualifications, and approvals of whatsoever nature
which are legally required for CONSUL TANT to practice CONSUL TANT's profession.
CONSULTANT represents and warrants to CITY that CONSUL TANT shall, at its sole cost and
expense, keep in effect at all times during the term of this Agreement, any licenses, permits, and
approvals which are legally required for CONSUL TANT to practice his profession.
3) TIME. CONSULTANT shall devote such services pursuant to this Agreement
as may be reasonably necessary for satisfactory performance of CONSUL TANT's
obligations pursuant to this Agreement.
4) CONSULTANT NOT AN AGENT. Except as CITY may specify in writing,
CONSULTANT shall have no authority, express or implied, to act on behalf of CITY in any
capacity whatsoever as an agent. CONSUL TANT shall have no authority, express or implied,
pursuant to this Agreement, to bind CITY to any obligation whatsoever.
5) ASSIGNMENT PROHIBITED. No party to this Agreement may assign any right or
obligation pursuant to this Agreement. Any attempted or purported assignment of any right or
obligation pursuant to this Agreement shall be void and of no effect.
6) PERSONNEL. CONSULTANT shall assign only competent personnel to perform
services pursuant to this First Amendment. In the event that CITY, in its sole discretion, at any
time during the term of this Agreement, desires the removal of any person or persons assigned
by CONSULTANT to perform services pursuant to this Agreement, CONSULTANT shall
remove any such person immediately upon receiving notice from CITY of the desire of CITY
for the removal of such person or persons.
7) STANDARD OF PERFORMANCE. CONSULTANT shall perform all services
required pursuant to this Agreement. Services shall be performed in the manner and according
to the standards observed by a competent practitioner of the profession in which
CONSUL TANT is engaged in the geographical area in which CONSULT ANT practices his
profession. All products which CONSULTANT delivers to CITY pursuant to this Agreement
shall be prepared in a worker-like manner, and conform to the standards of quality normally
observed by a person practicing in CONSULTANT's profession. CITY shall be the sole judge as
to whether the product of the CONSULTANT's work is satisfactory.
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8) CANCELLATION OF AGREEMENT. This Agreement may be canceled at any
time by the CITY at its discretion upon written notification to CONSULTANT.
CONSUL TANT is entitled to receive full payment for all services performed and all costs
incurred up to and including the date of receipt of written notice to cease work on the project.
CONSULTANT shall be entitled to no further compensation for work performed after the date of
receipt of written notice to cease work. All completed products up to the date of receipt of
written notice to cease work shall become the property of CITY.
9) PRODUCTS OF CONSULTING. All final products of the CONSULTANT
provided under this Agreement shall be the property of the CITY.
10) INDEMNIFY AND HOLD HARMLESS.
a) CONSULTANT shall indemnify, defend, and hold harmless the .CITY, its
officers, ~gents, employees and volunteers from all claims, suits, or actions of every name, kind
and description, brought forth on account of injuries to or death of any person or damage to
property arising from or connected with the willful misconduct, negligent acts, errors or
omissions, ultra-hazardous activities, activities giving rise to strict liability, by CONSULT ANT
or any person directly or indirectly employed by or acting as agent for CONSUL TANT in the
performance of this Agreement, including the concurrent or successive passive negligence of the
CITY, its officers, agents, employees or volunteers.
Acceptance of insurance certificates and endorsements required under this Agreement
does not relieve CONSUL TANT from liability under this indemnification and hold harmless clause.
This indemnification and hold harmless clause shall apply whether or not such insurance policies are
determined to be applicable to any such damages or claims for damages.
11) PROHIBITED INTERESTS. No employee of the CITY shall have any direct
financial interest in this Agreement. This Agreement shall be voidable at the option of the
CITY if this provision is violated.
12) CONSULTANT NOT A PUBLIC OFFICIAL. CONSULTANT is not a "public
official" for purposes of Government Code §§ 87200 et seq. CONSULTANT conducts research
and arrives at his or her conclusions, advice, recommendation, or counsel independent of the
control and direction of the CITY or any CITY official, other than normal contract monitoring.
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In addition, CONSULT ANT possesses no authority with respect to any CITY decision beyond
these conclusions, advice, recommendation, or counsel.
13)EMPLOYMENT DEVELOPMENT DEPARTMENT REPORTING REQUIREMENTS.
When the CITY executes an agreement for or makes payment to CONSUL TANT in the amount
of $600 (six hundred dollars) or more in any one calendar year, CONSULTANT shall provide the
following information to CITY to comply with Employment Development Department (EDD)
reporting requirements:
a) Whether CONSULTANT is doing business as a sole proprietorship, partnership,
limited liability partnership, corporation, limited liability corporation, non-profit corporation or
other form of organization.
b) IfCDNSULTANT is doing business as a sole proprietorship, CONSULTANT
shall proyide the full narre, ~ and social security mnnber or federal tax identification
number of the sole proprietor.
c) If CONSULTANT is doing business as other than a sole proprietorship,
CONSUL TANT shall provide CONSUL TANTs federal tax identification number.
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EXHIBIT "D"
INSURANCE REQUIREMENTS
CONSULTANT shall, for the duration· of the Agreement, procure and maintain insurance against
claims for injuries to persons or damages to property which may arise from or in connection with
the performance of the work hereunder by the CONSULTANT, its agents, representatives, or
employees.
1) MINIMUM SCOPE AND LIMITS OF INSURANCE
a) Commercial General Liability coverage (occurrence Form CG 00 01) with
mm1mum limits of $1,000,000 per occurrence for bodily injury, personal injury, products and
completed operations, and property damage. If Commercial General Liability or other form with
a general· aggregate limit is used, either the general aggregate limit shall apply separately to this
project/location or the general aggregate limit shall be twice the required occurrence limit.
b) Automobile Liability coverage (Form CA 00 01 with Code 1 -any auto) with
minimum limits of $1,000,000 per accident for bodily injury and property damage. In lieu of the
specified automobile liability coverage, CONSUL TANT may substitute personal automobile
liability coverage meeting California minimum requirements for any vehicle CONSULTANT
will use exclusively for personal transportation and which will not be used in connection with
CONSULTANT's work (including that CONSULTANT will not transport passengers) under this
Agreement. The City Manager or Human Resources Manager may adjust the requirements of
this Exhibit as necessary for personal automobile liability coverage.
c) Workers' Compensation insurance in the form and with limits as required by the
State of California and Employers' Liability insurance in the amount of $1,000,000 per accident
for bodily injury or disease. In lieu of Workers' Compensation and Employers' Liability
coverage, CONSULTANT may certify, on a form provided by CITY, that CONSULTANT has
no employees and is not required to maintain Workers' Compensation coverage under California
law.
2) INDUSTRY SPECIFIC COVERAGES
If checked below, the following insurance is also required.
D Professional Liability Insurance I Errors and Omissions Liability in the minimum amount of
$1,000,000 per occurrence.
D Pollution Liability Insurance in the minimum amount of $1,000,000 per occurrence
D Garage Keepers Insurance in the minimum amount of $1,000,000 per occurrence
D Fidelity I Crime /Dishonesty Bond in the minimum amount of$ ___ _
Q MCS-90 Endorsement to Business Automobile insurance for transportation of
hazardous materials and pollutants
Q Builder's Risk/Course of Construction Insurance in the minimum amount of ----
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3) INSURANCE PROVISIONS
a) DEDUCTIBLES AND SELF-INSURED RETENTIONS. Any deductibles or self-
insured retentions must be declared to and approved by the CITY. At the option of the CITY,
either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects
the CITY, its officers, officials, employees and volunteers; or the CONSUL TANT shall procure
a bond guaranteeing payment of losses and related investigations, claim administration and
defense expenses.
b) The general and automobile liability policies (and if applicable, pollution liability, garage
keepers liability and builder's risk policies) are to contain, or be endorsed to contain, the
following provisions:
i). The CITY, its officers, officials, employees and volunteers are to be covered as insureds
as respects: liability arising out of work or operations performed by or on behalf of the
CONSUL TANT; products and completed operations of the CONSUL TANT; premises
owned, occupied or used by the CONSULTANT; or automobiles owned, leased, hired
or borrowed by the CONSULT ANT. The coverage shall contain no special limitations
on the scope of protection afforded to the CITY, its officers, officials, employees or
volunteers.
ii) For any claims related to this project, the CONSULTANT's insurance coverage shall be
primary insurance as respects the CITY, its officers, officials, employees and volunteers.
Any insurance or self-insurance maintained by the CITY, its officers, officials,
employees or volunteers shall be excess ofthe CONSULTANT's insurance and shall
not contribute with it.
iii) Any failure to comply with reporting or other provisions of the policies including
breaches of warranties shall not affect coverage provided to the CITY, its officers,
officials, employees orvolunteers.
iv) The CONSUL TANT' s insurance shall apply separately to each insured against whom
claim is made or suit is brought, except with respect to the limits of the insurer's
liability.
v) Each insurance policy required by this clause shall be endorsed to state that coverage
shall not be suspended, voided, canceled by either party, reduced in coverage or in limits
except after thirty (30) days' prior written notice by certified mail, return receipt
requested, has been given to the CITY.
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vi) The policy limits of coverage shall be made available to the full limits of the policy.
The minimum limits stated above shall not serve to reduce the CONSUL TANT's policy
limits of coverage.
c) ACCEPT ABILITY OF INSURER. Insurance is to be placed with insurers admitted or authorized to
do business in California with a current A.M. Best's rating of no less than A:VII, unless otherwise
acceptable to the CITY. ·
d) VERIFICATION OF COVERAGE. CONSULTANT shall furnish the CITY with original
endorsements effecting coverage required by this Exhibit D. The endorsements are to be signed by
a person authorized by that insurer to bind coverage on its behalf. The endorsements are to be on
forms provided by the CITY or on forms equivalent to CG 20 10 11 85, subject to CITY approval.
All insurance certificates and endorsements are to be received and approved by the CITY before
work commences. At the request of the CITY, CONSULTANT shall provide complete, certified
copies of ap required insurance policies, including endorsements effecting the coverage required by
these specifications.
e) SUB-CONTRACTORS. CONSULTANT shall require all subcontractors to procure and
maintain insurance policies subject to the requirements of Exhibit D. Failure of CONSULTANT to
verify existence of sub-contractor's insurance shall not relieve CONSUL TANT from any claim
arising from sub-contractor'!'> work on behalf of CONSULTANT.
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