CC Resolution 13195 - Approving Amendment to Contract with Municipal Resource Group, LLC RESOLUTION NO. 13195
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CAMPBELL
DISPENSING WITH FORMAL BIDDING PROCEDURES, APPROVING AN
AMENDMENT TO A CONTRACT WITH MUNICIPAL RESOURCE GROUP, LLC FOR
ON-DEMAND HUMAN RESOURCES CONSULTING SERVICES, AND
AUTHORIZING THE CITY MANAGER TO EXECUTE THE AMENDED AGREEMENT
WHEREAS, on April 26, 2024, Municipal Resource Group, LLC ("MRG") submitted a
proposal to the City of Campbell ("City") to provide on-demand human resources
consulting services in light of recent Human Resource staff vacancies; and
WHEREAS, in response to the proposal, the City Manager approved and executed a
Consultant Services Agreement ("Agreement") with MRG with a not-to-exceed amount
within the City Manager's approval threshold for an initial contract term of three months
and had a scope of services that included assistance with employee recruitment and
selection, employee and labor relations, review of policies and procedures and leave
guidance, classification analysis, discipline and retention, organizational assessments
and change management, and other special projects relating to technology upgrades;
and
WHEREAS, on June 6, 2024, MRG submitted a request for an amendment to the
Agreement to add an additional 240 hours for on-demand human resources services at
$260 per hour, and to add 25 hours, plus expenses, for investigative services, at $350
per hour; and
WHEREAS, the total cost of the amendment request was $71,500 in addition to the
existing not-to-exceed amount, bringing the Agreement total to a not-to-exceed amount
of$121,500; and
WHEREAS, the purchasing procedures outlined in the Campbell Municipal Code
("CMC") Section 3.20.050 state that "purchases and contract for supplies, services and
equipment of estimated fair market value greater than fifty thousand dollars" shall be
made according to specified bidding procedures; and
WHEREAS, CMC Section 3.20.030 provides that the bidding procedures may be
dispensed with when any one of eight potential circumstances are found to exist; and
WHEREAS, the City Council has found the following circumstances as specified in CMC
Section 3.20.030 (4) to exist, thereby warranting the bidding procedures to be
dispensed with:
• The city seeks the special services, consultation or advice in financial,
economic, accounting, engineering, legal, administrative or other matters
from persons specially trained, experienced and competent to perform the
special services required; and
WHEREAS, the City Council has determined that MRG has specialized training and
extensive knowledge of Human Resources and has been able to address the City's
Human Resources Division needs due to this extensive and special knowledge;
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Campbell
hereby dispenses with the bidding procedures, as set forth in CMC Section
3.20.030 (4), approves the First Amendment to the consultant services agreement with
Municipal Resources Group, LLC to provide On-Demand Human Resources consulting
services, for a contract amount not to exceed $121,500, and authorizes the City Manager
to execute the amendment.
PASSED and ADOPTED this 20th day of August 2024, by the following roll call vote:
AYES: Councilmembers: Bybee, Furtado, Scozzola, Lopez, Landry
NOES: Councilmembers: None
ABSENT: Councilmembers: None
APPROVED:
Susan M. Lan ry, Mayor
ATTEST: h Gf%/Y�L%C�
Andrea Sanders, y Clerk
CITY OF CAMPBELL
CONSULTANT SERVICES AGREEMENT
•
This Agreement is entered into at Campbell, California on the • day of
rn - , 2024, by and between the CITY OF CAMPBELL (hereinafter referred to as
"City").an` Municipal Resource Group, LLC ("MRG")(hereinafter referred to as "Consultant").
WHEREAS, City desires to obtain On-Demand. Human Resources Consulting services;
and
WHEREAS, Consultant represents that it has the expertise, means, and ability to perform
said services;
NOW, THEREFORE, in consideration of each other's mutual promises, Consultant and
City agree as follows:
1. DUTIES OF CONSULTANT
1.1 Consultant agrees to perform services as set forth in Exhibit A - Scope of Services,
attached hereto and incorporated herein by reference, and which shall be interpreted together and
in harmony with this Agreement In the event of any conflict between Exhibit A and this
Agreement,this Agreement shall govern, control,and take precedence.
1.2 Consultant's project manager will meet with the City's project coordinator prior to
commencement of the project to establish a clear understanding of the working relationships,
authorities, and management philosophy of City as it relates to this Agreement
1.3 Consultant, working with The City, will gather available existing information
concerning the project, and shall review documents as necessary for compliance with the
project's objectives.
1.4 In performance of this Agreement by Consultant, time will be of the essence.
1.5 Notwithstanding Section 1..4, Consultant shall not be responsible for delay caused
by activities or factors beyond Consultant's reasonable control, including delays or by reason of
strikes, work slow-downs or stoppages, or acts of God.
1.6 Consultant agrees to perform this Agreement in accordance with the highest
degree of skill and expertise exercised by members of Consultant's profession working on
similar projects under similar circumstances.
1.7 Consultant shall cooperate in good faith with City in all aspects of the
performance of this Agreement.
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1.8 In the course of the performance of this Agreement, Consultant shall act in the
City's best interest as it relates to the project.
1.9 All activities of Consultant, its employees, subcontractors and/or agents will be
carried out in compliance with all applicable federal, state, and local laws and regulations.
1.10 The designated project manager(s) for Consultant shall be Ronda Riveria and Liz
Brown. The Consultant's project managers shall have all the necessary authority to direct
technical and professional work within the scope of the Agreement and shall serve as the
principal point of contact with the City and the City's project coordinator. The authorized
principal of Consultant executing this Agreement for the Consultant shall have authority to make
decisions regarding changes in services,termination and other matters related to the performance
of this agreement on behalf of Consultant.
1.11 The Consultant(and its employees, agents, representatives, and subconsultants), in
the performance of this Agreement, shall act in an independent capacity and not as officers or
officials or employees or agents of the City. The City shall not direct the work and means for
accomplishment of the services and work to be performed hereunder. The City, however, retains
the right to require that work performed by Consultant meet specific standards consistent with
the requirements of this Agreement without regard to the manner and means of accomplishment
thereof. Subcontractors shall assume all of the rights, obligations and liabilities, applicable to it
as an independent contractor hereunder. Consultant represents and warrants that it (i) is fully
experienced and properly qualified to perform the class of work and services provided for herein,
(ii) has the financial capability and shall finance its own operations required for the performance
of the work and services and (iii) is properly equipped and organized to perform the work and
services in a competent, timely and proper manner in accordance with the requirements of this
Agreement. Consultant agrees to comply with ABS, codified at Labor Code section 2750.3, and
shall indemnify, defend and hold hamiless the City, its officers, officials, directors, agents
representatives, volunteers, and employees against any claim or liability, including attorneys'
fees and costs, arising in any manner related to this Agreement that an employee, agent or others
under Consultant's supervision or control was misclassified.
1.12 This Agreement contains provisions that permit mutually acceptable changes in
the scope, character or complexity of the work if such changes become desirable or necessary as
the work progresses. Adjustments to the basis of payment and to the time for performance of the
work, if any, shall be established by a written contract amendment (approved and executed by
the City) to accommodate the changes in work.
2. DUTIES OF CITY
2.1 City shall furnish to Consultant all available and pertinent data and information
requested by Consultant to facilitate the preparation of the documents called for in this
Agreement. Consultant shall be entitled to reasonably rely on accuracy and completeness of such
information, provided that Consultant shall make any additional investigation reasonably
necessary to confirm such information and provide City prompt written notice of any known or
discovered defects in such data and information.
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2.2 City shall provide contract administration services. City shall notify Consultant of
required administrative procedures and shall name representatives, if any, authorized to act in its
behal
2.3 City shall review documents submitted by Consultant and shall render decisions
pertaining thereto as promptly as reasonably possible.
3. COMPENSATION
3.1 For the full performance of the services described herein by Consultant, City
agrees to compensate Consultant for all services and direct costs associated with the performance
of the project in an amount not to exceed $50,000, as follows:
a. Once each month, Consultant shall submit for payment by City, an itemized invoice for
services performed during the previous billing period. The invoice shall describe the services
rendered and the title of the item of work, and shall list labor hours by personnel classification.
Said invoice shall be based on all labor and direct expense charges made for work performed on
the project. Labor charges shall be in accordance with the fee schedule found in Exhibit B of
this Agreement. City shall pay Consultant for services rendered and approved by the City within
30 days from the date the itemized invoice is received by the City, subject to the maximum not to
exceed amount specified above and the City's right to object.
b. Direct costs are those outside costs incurred on or directly for the project, and
substantiated with invoices for the charges. Direct expenses include printing, reproduction, and
delivery charges.
3.2 If Consultant incurs other costs which arc not specifically covered by the terms of
this Agreement, but which are necessary for performance of Consultant's duties, City may
approve payment for said costs if authorized in writing by the City in advance.
3.3 City may order changes in the scope or character of services in writing, including
decreasing the amount of Consultant's services. In the event that the work is decreased,
Consultant is entitled to full compensation for all services performed and expenses incurred prior
to receipt of notice of change. Under no conditions shall Consultant make any changes to the
work, either as additions or deductions, without the prior written order of the City. In the event,
that the City determines that a change to the work or services from that specified in this
Agreement is required, the contract time and/or actual costs reimbursable by the City for the
project may be adjusted by contract amendment or change order to accommodate the changed
work. The maximum not to exceed total amount specified in this Article 3 (Compensation) shall
not be. exceeded, unless authorized by written contract amendment or change order, approved
and executed by the City. Consultant shall obtain prior written approval for a revised fee
schedule from the City before exceeding such fee schedule. Only City's authorized
representative(s) is authorized to approve changes to this Agreement on behalf of City.
3.4 In no event, will the Consultant be reimbursed for any costs or expenses at any
rates that exceed the rates for set forth in the fee schedule found in Exhibit B.
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3.5 Consultant agrees that the payments to Consultant specified in this Article 3
(Compensation) will constitute full and complete compensation for all obligations assumed by
Consultant under this Agreement. Where conflicts regarding compensation may occur, the
provisions of this section apply.
4. SURCONSULTANTS
4.1 Consultant may not subcontract any services required under this Agreement
without the prior written consent of the City.
4.2 Consultant shall be responsible to City for the performance of any and all
subconsultants who perform work under this contract, and any acts of negligence or misconduct
on their part. Consultant is solely responsible for all payments due to subconsultants.
4.3 Consultant shall require and verify that all subcontractors maintain insurance
meeting all of the requirements stated herein, including naming the City of Campbell, its
officers, officials, directors, agents representatives, volunteers, and employees as additional
insureds. Any modification to the insurance requirements for subcontractors must be agreed to
by the City in writing.
4.4 If at any time, the City determines any subcontractor is incompetent or
unqualified, Consultant will be notified and will be expected to immediately cancel the
subcontract.
5. OWNERS.HIi'OF DOCUMENTS AND MATERIALS
All original drawings, documents, papers, data, materials,photographs, negatives and other work
products prepared by the Consultant and/or its subconsultants in the performance of the services
encompassed in this.Agreement(whether in printed or electronic format) ("project-related
documents and materials")shall be the property of the City and may be used on this project
without the consent of the Consultant or its subcontractors. City acknowledges that such
drawings, documents, and other items are instruments of professional services intended for use .
only on the subject project. Consultant agrees that all copyrights which arise from creation of
the Project-related documents and materials pursuant to this Agreement shall be vested in the
City and waives and relinquishes all claims to copyright or other intellectual property rights in
favor of the City. Any project-related documents and materials related to this Agreement shall
be confidential, not to be used by the Consultant on other projects or disclosed to any third party,
except by agreement in writing by the City, or except as otherwise provided herein. Upon the
completion or termination of this Agreement for any reason, the City shall be entitled to receive,
and Consultant shall promptly provide to the City upon request, all finished and unfinished
project-related documents and materials,produced or gathered by or on behalf of Consultant that
are in Consultant's possession, custody or control. Consultant may retain copies of said
documents and materials for its files. In the event of termination, any dispute regarding
compensation or damages shall not hinder,prevent, or otherwise impact the City's right to
promptly receive and use such documents and materials which arc the sole and exclusive
property of the City.
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6. TERMINATION
6.1 Notwithstanding any other provision of this Agreement, City may terminate this
Agreement at any time, with or without cause,in its sole discretion, by giving notice in writing to
Consultant not less than 30 calendar days prior to an effective termination date. In the event of
such termination, Consultant shall have the right and obligation to immediately assemble the
work then in progress for the purpose of completing the work and turning over all materials and
documents to City.
6.2 In the event of such termination,Consultant shall be compensated for all work and
services performed to the point of termination in accordance with the payment provisions set
forth in Section 3.1, unless the termination is for cause, in which event Consultant need be
compensated only to the extent required by law.
6.3 Upon notice of termination by City, the Consultant will immediately act to not
incur any additional obligations, costs or expenses, except as may be reasonably necessary to
terminate its activities. All finished or unfinished work or documents procured or produced under
the Agreement will become property of the City upon the termination date. In the event of
Consultant's failure to perform pursuant to the Agreement, the City reserves the right to obtain
services elsewhere and Consultant will be liable for the difference between the prices set forth in
the terminated Agreement and the actual cost to the City. Termination of the Agreement pursuant
to this paragraph shall not relieve the Consultant of any liability to City for additional costs,
expenses, or damages sustained by City due to failure of the Consultant to perform pursuant to
the Agreement. City may withhold any payments to Consultant for the purpose of set off until
such time as the exact amount of damages due City from Consultant is determined. After the
effective date of termination, Consultant will have no further claims against the City under the
Agreement. No other compensation will be payable for anticipated profit on unperformed
services.
7. AUDIT AND INSPECTION
Consultant shall permit authorized representatives of City to inspect and audit all data and
records relating to its performance under this Agreement for a period of three years following
acceptance of the final study.
8. EQUAL EMPLOYMENT OPPORTUNITY
Consultant agrees to refrain from discriminatory employment practices on the basis of
race, religious creed, color, sex, national origin, handicap, sexual orientation, marital status,
medical condition, disability, ancestry, organizational a-ffiliation, military or veteran status, or
any other consideration made unlawful by local, State or Federal law, of any employee of, or
applicant for employment with, such Consultant or subcontractor. City requires Consultant to
comply with all applicable Federal and State and local equal employment opportunity laws and
regulations.
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9. INSURANCE AND INDEMNIFICATION
9.1 With respect to any design professional services provided by Consultant, the Consultant
agrees to indemnify, and hold harmless the City, its officers, and employees to the fullest extent
allowed by law from any and all claims, actions,causes of action, damages, liabilities and losses,
that arise out of, pertain to, or relate to the negligence,recklessness,or willful misconduct of the
Consultant, except for any claims, actions,causes of action, losses, damages or liabilities
proximately caused by the sole negligence or willful misconduct of City. City shall not be liable
for acts of Consultant in performing services described herein. Notwithstanding anything in this
paragraph to the contrary, any defense costs charged to the design professional under this
paragraph shall not exceed the design professional's proportionate percentage of fault, except:
a. That in the event one or more defendants is unable to pay its share of defense costs due to
bankruptcy or dissolution of the business, the design professional shall meet and confer with the
other parties regarding unpaid defense costs in good faith effort to agree on the allocation of
those costs amongst the parties; and
b. Where a project-specific general liability policy insures all project participants for general
liability exposures on a primary basis and also covers all design professionals for their legal
liability arising out of their professional services on a primary basis, then there shall be no
limitation on the design professional's duty to provide a defense and cover the City's cost of
defense.
With respect to all matters other than those covered by the foregoing paragraph, Consultant
agrees to indemnify, defend(with counsel reasonably satisfactory to the City) and hold harmless
the City, its officers, officials, directors, agents representatives, volunteers, and employees to the
fullest extent allowed by law from and against any and all claims, actions, causes of action,
losses, damages, liabilities and costs of every nature, including attorneys' fees and costs
(collectively, "Losses") including but not limited to all claims, actions, causes of action, losses,
damages, liabilities for property damage, bodily injury, or death, and all costs of defending any
claim, caused by or arising out of, or alleged to have been caused by or arise out of, in whole or
in part, Consultant's performance under this Agreement, except for any claims, actions, causes of
action, losses, damages, costs or liabilities proximately caused by the sole negligence or willful
misconduct of City. City shall not be liable for acts of Consultant in performing services
described herein.
In no event shall this section be construed to require indemnification by the Consultant to a
greater extent than permitted under the public policy of the State of California; and in the event
that this contract is subject to California Civil Code section 2782(6), the foregoing indemnity
provisions shall not apply to any liability for the active negligence of the City.
The defense and indemnity provisions obligations of this Agreement are undertaken in addition
to, and shall not in any way be limited by the insurance obligations contained in this Agreement.
The foregoing indemnity provisions are intended to fully allocate the parties' risk of liability to
third-parties; and there shall be no rights to indemnity or contribution, in law or equity or
otherwise between the parties that are not set forth in this section. Consultant waives all rights to
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subrogation for any matters covered by the provisions of this section. Consultant's responsibility
for such defense and indemnity obligations as set forth in this section shall survive the
termination or completion of this Agreement for the full period of time allowed by law.
9.2 Consultant shall maintain insurance conforming to the following specifications to the
fullest amount allowed by law for a minimum of three (3) years following the termination or
completion of this Agreement:
A. Types of Coverage
The policies shall:afford the following types of coverage:
1. Commercial General Liability
B. Minimum Scope of Insurance
Coverage.shall be at least as broad as:
1. For Commercial General Liability: Insurance Services Office (ISO) CGL
Form 00 01 11 85; and
C. Minimum Limits of Insurance
Consultant shall maintain limits no less than:
1. General Liability: $I,000,000 combined single limit per occurrence for
bodily, personal injury and property damage. If Commercial General Liability Insurance
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.
D. Deductible and Self-Insured Retention
Any deductibles or self-insured retention must be declared to and approved by the
City, and shall not reduce the limits of liability. At the option of the City, either: the
insurer shall reduce or eliminate such deductibles or self-insured retention as respects the
City, its agents, officers, attorneys, employees, officials and volunteers; or the Consultant
shall procure a bond guaranteeing payment of losses. related to investigations, claim
administration, and defense expenses. Policies containing any self-insured retention
provision shall provide or be endorsed to provide that the self-insured retention may be
satisfied by either the named insured or.the City.
E. Other Insurance Provisions
The policies.are'to contain;or be endorsed to contain,the following provisions:
1. General.Liability:
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a. The City, its agents, officers, attorneys, employees, officials and
volunteers are to be covered as additional insureds as respects: liability arising out
of this Agreement performed by or on behalf of the Consultant, products and
completed operations of the Consultant, premises owned, occupied or used by the
Consultant, or automobiles owned, leased, hired or borrowed by the Consultant. It
is a requirement of this Agreement that any available insurance proceeds broader
than or in excess of the specified minimum insurance coverage requirements
and/or limits set forth in this Agreement shall be available to the City as an
additional insured. Furthermore, the requirements for coverage and limits shall be
(1) the minimum coverage limits specified in this Agreement, or (2) the broader
coverage and maximum limits of coverage of any insurance policy or proceeds
available to the named insured, whichever is affords greater coverage.
b. The Consultant's insurance coverage shall be primary insurance as
respects the City, its agents, officers, attorneys, employees, officials and
volunteers. Any insurance or self-insurance maintained by the City, its agents,
officers, attorneys, employees, officials and volunteers shall be excess of the
Consultant's insurance and shall not contribute with it_
c. Any failure to comply with reporting provisions of the policies
shall not affect coverage provided to. the City, its agents, officers, attorneys,
employees, officials, and volunteers.
d. The Consultant'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.
2. All Coverages: Any unintentional failure to comply with reporting
provisions of the policies shall not affect coverage provided to the City;
and unless otherwise approved by the City, each insurance policy required
by this clause shall be endorsed to state that coverage shall not be canceled
by either party, except after thirty (30) days prior written notice by regular
mail has been given to the City, or ten (10) days for cancellation for non-
payment of premium.
F. Suspension or Cancellation
if any of the coverages required by this Agreement should be suspended, voided,
cancelled or reduced in coverage during the term of this Agreement, Consultant shall
immediately notify City and replace such coverage with another policy meeting the requirements
of this Agreement.
G. Subcontractors
Consultant agrees that any and all contracts with subcontractors for performance of any
matter under this Agreement shall require the subcontractors to comply with the same indemnity
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and insurance requirements.set forth in this Agreement to the extent that they apply to the scope
of the subcontractors' work. Subcontractors-are to be bound to contractor and to City in the same
manner and to the same extent as the Consultant is bound to City under this Agreement.
Subcontractors shall further agree to include these same provisions with any sub-subcontractor.
A copy of this Agreement will be furnished to the subcontractor on request. The Consultant shall
require all subcontractors to provide a valid certificate of insurance and the required
endorsements included in the Agreement prior to commencing any work, and will provide proof
of compliance to the City.
H. Acceptability of Insurers
Without limiting Consultant's indemnification provided hereunder, the policies of
insurance Iisted in Article 9.2 of this Agreement are to be issued by an issuer with a
current A.M. Best Rating of AN and who is authorized to transact business in the State of
California,unless otherwise approved by the City.
T. Verification of Coverage
Consultant shall furnish the City with endorsements and certificates of insurance
evidencing coverage required by this clause. The certificates for each insurance policy arc
to be signed by a person authorized by that insurer to bind coverage on its behalf. The
certificates are to be on forms acceptable to the City. Where required by statue, forms
approved by the Insurance Comhissioner are to be submitted. All certificates are to be
received and approved by the City before work'commences.
J. Special Risks/Circumstances
City reserves the right to Modify these requirements, including limits, based on the
nature of the risk, prior experience; insurer, coverage, or other special circumstances and
provide notice to Consultant.
10. MISCELLANEOUS
10.1. This Agreement shall be binding on the heirs, executors, assigns and successors of
Consultant.
10.2 Neither party may assign this Agreement, or any portion hereof, without the prior
written consent of the other.
10.3 This Agreement shall not be construed to alter, affect, or waive any lien or stop
notice rights, which. Consultant may have for the performance of services pursuant to this
Agreement.
10.4 Neither party's waiver of any term, condition or covenant, or breach of any term,
condition or covenant shall be construed as the waiver of any other term, condition or covenant
or waiver of the breach of any other term, condition or covenant.
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10.5 This Agreement contains the entire Agreement between City and Consultant
relating to the project and the provision of services to the project. Any prior agreements,
promises, negotiations, or representations not expressly set forth in this Agreement are of no
force or effect. Subsequent modifications to-this Agreement shall be in writing and signed by
both City and Consultant.
10.6 If any term, condition or covenant of this Agreement is held by a court of
competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this
Agreement shall be valid and binding on City and Consultant.
10.7 This Agreement shall be governed and construed in accordance with the laws of
the State of California.
10.8 All changes or amendments to this Agreement must be in writing and approved by
all parties.
10.9 The initial contract term shall commence upon execution of the contract by the
City and shall be for an approximate 3 month period, unless terminated sooner in accordance
with the contract. Any extension of the Agreement shall be mutually agreed upon in writing and
shall require an amendment to the Agreement signed by both parties.
10.10 Consultant owes the City a duty of undivided loyalty in performing the work and
services under this Agreement, including,but not limited to, the obligation to refrain from having
economic interests and/or participating in activities that conflict with the City's interests in
respect to the work and/or services and project. The Consultant shall list current clients who
may have a financial interest in the outcome of this. Agreement. The Consultant hereby certifies
that it does not now have, nor shall it acquire any' financial or business interest that would
conflict with the performance of services under this. agreement. Consultant shall not make or
participate in making or in any way attempt to use Consultant's position to influence a
governmental decision in which Consultant knows or has reason to know Consultant has a direct
or indirect financial interest other than the compensation promised by this Agreement.
Consultant will immediately advise the City if Consultant learns of a financial interest of
Consultant's during the term of this Agreement.
10.11 City is a public agency subject to the disclosure requirements of the California
Public Records Act("CPRA"). If Consultant's proprietary information is contained in documents
or information submitted to City, and Consultant claims that such information falls within one or
more CPRA exemptions, Consultant must clearly mark such information "Confidential and
Proprietary," and identify the specific lines containing the information. In the event of a request
for such information, City will make best efforts to provide notice to Consultant prior to such
disclosure- If Consultant contends that any documents are exempt from the CPRA and wishes to
prevent disclosure, it is required.to obtain a protective order, injunctive relief or other appropriate
remedy from a court of law in Santa Clara County before the City is required to respond to the
CPRA request. If Consultant fails to obtain such remedy within the time the City is required to
respond to the CPRA request, City may disclose the requested information without any liability
to Consultant. Consultant further agrees that it shall defend, indemnify and hold City harmless
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against any claim, action or litigation (including but not limited to all judgments, costs, and
attorney's fees) that may result from denial by City of a CPRA request for information arising
from any representation, or any action (or inaction), by the Consultant.
10.12 Neither party hereto shall be considered in default in the performance of its
obligation hereunder to the extent that the performance of any such obligation is prevented or
delayed by an act of God, natural disaster;pandemic, acts of terrorism, war,or other peril, which
is beyond the reasonable control of the affected party and without the negligence of the
respective Parties. Each party hereto shall give notice promptly to the other of the nature and
extent of any Force Majeure claimed to delay, hinder or prevent performance of the services
under this Agreement. Each Party will, however, make all reasonable efforts to remove or
eliminate such a cause of delay or default and will, upon the cessation of the cause, diligently
pursue performance of its obligations in this Agreement. In the event either party is prevented or
delayed in the performance of its respective obligation by reason of such Force Majeure, there
may be an equitable adjustment of the schedule and Consultant.compensation based on City's
sole discretion.
10.13 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. Consultant shall
have no authority, express or implied, pursuant to this Agreement to hind City to any obligation
whatsoever.
10.14 Consultant warrants that Consultant, its subcontractors and/or agents (if any)
has/have complied with any and all federal, state,and local licensing requirements
10.15 Each party acknowledges that it has reviewed this Agreement and that the normal
rule of construction to the effect that any ambiguities are to be resolved against the drafting party
shall not be employed in the interpretation of this Agreement.
10.16 The signatories to this Agreement warrant and represent that each is authorized to
execute this Agreement and that their respective signatures serve to legally obligate their
respective representatives, agents, successors and assigns to comply with the provisions of this
Agreement.
10.17 This Agreement is entered into; and to be performed in Santa Clara County,
California, and any action arising out of or related to this Agreement shall be maintained in a
court of appropriate jurisdiction in Santa Clara County,California.
10.18 This Agreement may be executed in counterparts which shall, in the aggregate, be
deemed an original but.all of which,,together, shall constitute one and the same instrument. A
scanned, electronic, facsimile or other copy of a parry's signature shall be accepted and valid as
an original.
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11. NOTICES
Notices required under this Agreement may be delivered by first class mail addressed to
the appropriate party at one of the following addresses:
CITY: City of Campbell
Attention: Brian Loventhal
70 North First Street
Campbell, CA 95008
CONSULTANT: Municipal Resource Group, LLC
Attention: Mary Egan,:CEO
P.O. Box 561
Wilton, CA 95693
Having read and understood the foregoing Agreement, the undersigned parties agree to be bound
hereby:
CONSULTANT CITY OF CAMPBELL
By ° By z.Fu..
Title t.__=`7) Title (,�4y 1'' 0"cl
Exhibit A - Scope of Services
Exhibit B —Fee Schedule
K:\Contracts-Standard Consultant Services
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EXIIIBIT"A"
SCOPE OF WORK; _ .
MRG proposes to provide the City with On-Demand HR Services performed by our team of
qualified Human Resources consultants. We can assist with virtually any Human Resources
issue including policy review and updates, compensation and classification studies, workplace
investigations, staff development programs, training, and coaching. MRG team members have
led successful Human Resources efforts and fully understand the real-world challenges
agencies face.
We are flexible. If our project's core team does not include the technical experience of a
department, we will augment the team as needed. We can easily zero in on a particular service
or function. We have a strong bias toward creating a sustainable organization versus one
supported by consultants. Toward this end, we would promote consultants working with staff
and not exclusively working for staff.
Serving as a trusted advisor to HR and executive leadership, MRG Consultant Liz Brown
provides guidance from simple to complex HR issues on a regular basis. With further review
and research, Liz assists organizations in determining which concerns are escalated for legal
review.
On-Demand HR Services
1. Recruitment and Selection
• Review job description and duties for possible updates.
• Prepare recruitment plan and outreach.
a Assist in the review process and candidate communications.
2. Employee and Labor Relations
• Liaison between employees and management, mediating and arbitrating
disputes and grievances.
• HR negotiations strategy, data collection, and negotiations support.
3. Policy/Procedures review and Leave guidance
• Review of HR policies and procedures.
• Reasonable Accommodation due process through interactive process
meetings as needed.
• Tracking of cases and status updates of issues.
4. Classification Analysis
• Provide project management support for total compensation study.
• Conduct job analysis, needs analysis, and reclassification evaluations.
• Train staff on Classification and Compensation general practices.
• Analyze data and information related to salary and compensation.
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• Develop new, compliant job descriptions and related application
materials, if necessary.
5. Discipline and Retention
• Consider implementation of Coaching program associated with
performance evaluation systems.
• Develop and administer performance improvement plans.
• Review current progressive discipline, employee, and city documents to
prepare disciplinary documentation.
6. Organizational Assessments/Change Management
• Department review for functional efficiencies, compliance, and best
practices recommendations.
• Prepare and facilitate an internal customer service survey to assess the
effectiveness of a department.
• Review the departmental structure, compare benchmarks to similar
agencies.
• Assist in the messaging and strategic planning for Change Management
in a city to align with Executive mission and vision.
7. Workplace Investigations
• Recommend initial intake and analysis of complaint to determine if an
investigation is warranted. Review with HR to determine the best course
of action.
• Coordinate with HR contact to schedule interviews with assigned
investigator.
8. Other Special Projects:
• Human Resources Technology upgrade support
■ Provide project support for NEOGOV system transition as needed.
PROJECT MANAGERS:
Project Co-Manager: Ronda Riveria •
E-Mail: rlsrconsuiting@gmaii.com
Telephone Number: (707) 386-9707
Project Co-Manager: Liz Brown
E-Mail: lizbrown.hrconsulting(cgmail.com
Telephone Number: (408)482-7713
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EXHIBIT"B"
FEE SCHEDULE
MRG will invoice on an hourly basis at$260 an hour for HR On-Demand services estimated
at 10-15 hours per week for 12-19 weeks (total 192 hours) not to exceed a project total of
$50,000.
MRG uses a variety of processes to ensure effective project communications and project
management. If preferred by the City, MRG will conduct regular project meetings via
conference/video call, and/or distribute a regular project report to update the City's
leadership.
Work will be performed and conducted remotely via virtual platforms. If on-site presence is
needed, MRG will seek advance approval from the City for anticipated costs to be incurred
for travel and travel-related expenses.
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Amended Exhibit " B" :
June 6, 2024
Brian Loventhal, City Manager
City of Campbell
70 N. First St.
Campbell, CA 95008
Re: 15t Amendment Request
Dear City Manager Loventhal:
Thank you for using Municipal Resource Group LLC (MRG) for a scope of work assisting the
City of Campbell with On-Demand Human Resources Consulting Services and additionally, with
an investigation matter. MRG HR will continue to work with the HR Department as described
below.
This scope of work is intended to be covered by the current On-Demand Human Resources
Consulting Services. We are requesting an additional 240 hours to complete the project
services, plus 25 hours plus expenses for investigative services and to extend the term through
September 30, 2024. The amendment will add $71,500 to the master contract, which will be
invoiced at$260 per hour for HR On-Demand Services and $350 for Investigative Services.
The City agrees to pay MRG at the rate of$350.00 per hour for investigative services. When
appropriate, MRG uses a research assistant at$125.00 per hour to handle work
commensurate with his/her experience and expertise. Employers have an obligation to
conduct a thorough investigation. Often new facts and witnesses are discovered through the
investigative process. As such, any estimates are for planning purposes. The estimate for the
requested matter is 25 hours plus expenses. We also understand the need to manage costs
and do all we can to balance these concerns. We will notify you if the scope or witness list
expands dramatically after the initial intake.Time charged will include, for example, time spent
interviewing witnesses, writing the report of findings, and performing necessary research.The
time charged will also include the time MRG spends on telephone calls relating to your matter,
including calls with witnesses, potential witnesses, or counsel representing any of the parties.
MRG will invoice for actual hours worked.
MRG may incur minor costs and expenses in performing services under this Agreement.The
invoice for this matter will include all costs and expenses incurred, in addition to the hourly
fee. Reimbursable expenses include but are not limited to; mileage reimbursement at the
current IRS rate per mile, postage, document production costs, transcripts, parking, tolls, and
travel accommodations (such as hotel and airfare) as needed, and electronic files (zip drive) as
needed. All costs and expenses will be charged at MRG's cost. MRG will invoice for all fees
upon delivery of the final written report or two weeks after delivery of the draft report,
whichever is sooner.
Each engagement shall be considered concluded after MRG has provided a final invoice for an
investigation. After the conclusion of each engagement, should a need arise for MRG to
8788 Elk Grove Blvd,Suite L Elk Grove, CA 95624 866-774-3222 www.Solutions-MRG.com
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, .,.,
MRG
respond to any subpoena, or to otherwise provide deposition or trial testimony about the
matter, the City shall compensate MRG at its then applicable rates for time expended,
including time involved in preparing for such deposition or testimony, or responding to any
subpoena.
Please sign below for approval to proceed with the project services as proposed. MRG will
invoice monthly for actual hours on the project services.
Sincerely,
Mary Egan, CEO
MRG, LLC
(916) 261-7547
egan@solutions-mrg.com
I am authorized to sign this letter of agreement. I have read and understand the terms of this
agreement. I hereby confirm the engagement of MRG to provide Human Resources Consulting
services in accordance with its terms.
Brian Loventhal, City Manager Date
8788 Elk Grove Blvd,Suite L Elk Grove, CA 95624 866-774-3222 www.Solutions-MRG.com