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Staff ReportPREPARED BY: VILCIA RODRIGUEZ Human Resources Analyst Reviewed by: Assistant Town Manager Town Attorney Finance S:\COUNCIL REPORTS\2016\06-21-16\Renne Sloan Holtzman Sakai\Staff Report - Renn Sloan FINAL.doc MEETING DATE: 06/21/16 ITEM NO: 7 COUNCIL AGENDA REPORT DATE: JUNE 6, 2016 TO: MAYOR AND TOWN COUNCIL FROM: LAUREL PREVETTI, TOWN MANAGER SUBJECT: AUTHORIZE THE TOWN MANAGER TO EXECUTE AN SECOND AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH RENNE SLOAN HOTZMAN SAKAI TO EXTEND THE CONTRACT FOR ONE YEAR AND TO INCREASE TOTAL COMPENSATION BY AN ADDITIONAL $50,000 TO PERFORM LABOR RELATIONS AND EMPLOYMENT MATTERS RECOMMENDATION: Authorize the Town Manager to execute a third amendment to the professional services agreement with Renne Sloan Hotzman Sakai to extend the contract for one year and to increase total compensation by an additional $50,000 to perform labor relations and employment matters. BACKGROUND: The current contract between the Town and Renne Sloan Holtzman Sakai LLP has been in place in July 1, 2014 through June 30, 2016 to provide employment relations services such as labor negotiations, classification, and compensation (Attachment 1). Renne Sloan Holtzman Sakai was selected as a sole source provider for its specialized services. In March 2016, the Town amended the agreement to increase the contract amount by $30,000 for a total contract amount not to exceed $45,000. A one year contract extension through June 30, 2017, as well as an increase in the contract amount by $50,000 for a total contract amount of $95,000 is necessary for Renne Sloan Holtzman Sakai LLP to continue to assist the Town with in progress labor negotiations without interruptions while staff conducts a formal request for qualifications (RFQ) process (Attachment 1). DISCUSSION: The Town has three bargaining unions: the Town Employees’ Association (TEA); American Federation of State, County and Municipal Employees (AFSCME); and the Police Officers’ Association (POA). PAGE 2 MAYOR AND TOWN COUNCIL SUBJECT: AUTHORIZE THE TOWN MANAGER TO EXECUTE AN AMENDMENT TO THE CONSULTING SERVICE AGREEMENT WITH RENNE SLOAN HOTZMAN SAKAI DATE: JUNE 6, 2016 DISCUSSION (cont’d): The memoranda of agreements with the TEA and AFCSME expire on June 30, 2016, and on September 30, 2016 with the POA. Currently, the Town is in labor negotiations with all three Town bargaining unions. The Town planned to conduct a formal request for proposals (RFQ) before the expiration of the current contract, but due to staff transition in the Human Resources Department, this has not been feasible. Staff is requesting a one year contract extension through June 30, 2017 to allow staff sufficient time to conduct a formal RFQ process. CONCLUSION: Under the existing contract, Renne Sloan Hotzman Sakai LLP has been highly effective in assisting the Town with complex labor relations issues and labor negotiations support. Staff recommends that Renne Sloan Hotzman Sakai LLP continue to provide legal consulting services around labor relations and employment matters for an additional year, under the same terms as the original contract. This continuation will minimize disruption with in progress labor negotiations, and will allow Town staff to conduct a competitive bid process. COORDINATION: This report was coordinated with following departments: Finance Department and the offices of the Town Manager and Town Attorney. FISCAL IMPACT: Agreement amendment amount of $50,000 for FY 2016/17 is included in the Human Resources Department operating budget. ENVIRONMENTAL ASSESSMENT: This item is not a project defined under CEQA, and no further action is required. Attachments: 1. Proposed Second Amendment to the Agreement SECOND AMENDMENT TO AGREEMENT This SECOND AMENDMENT TO AGREEMENT is dated for identification this 13 day of June, 2016 and amends that certain CONSULTANT LEGAL SERVICES AGREEMENT dated July 1, 2014, made by and between the Town of Los Gatos, ("Town,") and RENEE SLOAN HOLTZMAN SAKAI, ("Consultant.") RECITALS A. Town and Consultant entered into a Consultant Services Agreement on July 1, 2014, ("Agreement"), a copy of which is attached hereto and incorporated by reference as Attachment 1 to this Amendment. B. The Town and Consultant entered into a First Amendment to Agreement on March 28, 2016, a copy of which is attached hereto and incorporated by reference as Attachment 1. C. The Town desires to extend the contract through June 30, 2017. AMENDMENT 1. Section 2.2 "Time of Performance" of the Agreement is hereby amended to provide that the term of the Agreement is for a period of one year, July 1, 2016 through June 30, 2017. 2. Section 2.6 Compensation is amended to read as follows: Compensation by the Town for the Consultants professional services shall increase by Fifty Thousand ($50,000) for a total amount not exceed Ninety Five Thousand ($95,000), inclusive of all cost. 3. All other terms and conditions of the Agreement remain in full force and effect. IN WITNESS WHEREOF, the Town and Consultant have executed this Amendment. Town of Los Gatos CONSULTANT By: By: Laurel Prevetti, Town Manager Charles D. Sakai, Managing Partner Renne Sloan Holtzman Sakai Department Approval: Human Resources Department Approved as to Form: Robert Schultz, Town Attorney 1 Attachment 1 tt.-.Pfittt DEPARTMENT At* Zk•t of ____ FIRST AMENDMENT TO AGREEMENT This FIRST AMENDMENT TO AGREEMENT is dated for identificationLII*2-0 day of March, 2016 and amends that certain CONSULTANT LEGAL SERVICES AGREEMENT dated July 1, 2014, made by and between the Town of Los Gatos ("Town") and RENNE SLOAN HOLTZMAN SAKAI ("Consultant"). RECITALS A. Town and Consultant entered into a Consultant Services Agreement on July 1, 2014, ("Agreement"), a copy of which is attached hereto and incorporated by reference as Attachment 1 to this Amendment. AMENDMENT 1. Section 2.6 Compensation is amended to read as follows: Compensation by the Town for the Consultant's professional services shall increase by Thirty Thousand ($30,000) for a total amount not to exceed Forty Five Thousand ($45,000), inclusive of all cost. 2. All other terms and conditions of the Agreement remain in full force and effect. IN WITNESS WHEREOF, the Town and Consultant have executed this Amendment. Town of Los Gatos By: CONSULTANT By: Laurel Prevetti, Town Manager Charles D. Sakai, ' anaging Partner Renne Sloan Holtzman Sakai Departm t Approval: l Hum n Resources Dep ��%Nment Approved as to Foil. s'1:` _ 4110 Rsbert Schultz. To rney Attachment 1 MEMORANDUM DATE: November 10, 2014 TO: Robert Schultz, Town Attorney FROM: Rumi Fortillo, Human Resources Director SUBJECT: Sole Source Approval by Attorney: Renee Sloan Holtzman Sakai BACKGROUND: The Town has contracted with Renne Sloan Holtzman Sakai law law firm since 2010 to provide employment relations services to include employment matters such as negotiations, classification, and compensation. They are familiar with our standards and have proven to be the most qualified for said services; staff recommends that Renne Sloan Holtzman Sakai provide this service to the Town. Recommend Bv: (ifibj1D!L( Date: ! Rob: Please review. sign document. and return to Clerk Department. Approved as to Form: Robert Schultz, T torney Date: A.+y ytYr►eni' ,y CLERK t) 'PA NT AGR jij, i ilf}i AGREEMENT FOR CONSULTANT SERVICES taRD RLC THIS AGREEMENT is made by and between TOWN OF LOS GATOS a Cdl' iimunieipal corporation, ("Town") and RENNE SLOAN HOLTZMAN SAKAI , ("Consultant"), whose address is 350 SANSOME STREET, SUITE 300, SAN FRANCISCO, CA 94104. This Agreanag is made with reference to the following facts. This contract will rain in effect from July 1, 2014 to June 30, 2016. I. RECITALS 1.1 The Town desire to engage Consultant to provide consulting services in connection with labor relations and employment manes because of Consultant's experience and qualifications to perform the desired work. 1.2 The Consultant represents and affirms that it is qualified and willing to perform the desired work pursuant to this Agmemcvt, 7I. AGREEMENT'S 2.1 Scope of Services, Consultant shall provide the followingservices: advice in connection with labor relations and employment representationingnenegotiations, add classification and compensationA ymettt matters, including aegotiatiotls, advice and negotiations support. 2.2 Time_of Performance. Consultant shall perform the services described in this agreement as follows: July 1, 2014 through June 30, 2016. 2.3 Cotttplieneae with Laws. The Consultant shall 1 with all ordinances, and regulations of Governing federal, state and local laws. Consultant tepresents and warrants to Town that it has all licenses, permits, qualifications and approvals of whatsoever nature which are legally required for Consultant to practice its profession. Consultant shall maintain a Town of Los Gatos business license puntuant to Chapter 14 of the Code of the Town of Los Gatos. 2.4 Sole Responsibility. Consultant shall be responsible for employingor en a necessaryto engaging all persons perform the services undo this Agreement. 2.5 lnfomati. .. Handlin . All documents furnished to Consultant by the Town and all reports and supportive data prepared by the Consultant under this Agment are the Town's property and shall be delivered to the Town upon the completiont f Consultant's services or at the Town's written request. 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 until released by the Town to the public, and the Consultant shall not make any of the these documents or information available to any individual or organization not employed by the Consultant or the Town without the written consent of the Town before such release. The Town acknowledges that the reports to be prepared by the Consultant pursuant to this Agreement are for the purpose of evaluating a defined project, and Town's use of the information contained in the reports prepared by the NJMASTEitrAOREE► ENTS/AgrermrffrmptatesANrrcmcetfor['onawitantS aicea.nf Page 0 of6 Consultant in oonneo<son with other projects shall be solely at Town's risk, unless Consultant expressly consents to such use in writing.. Town further agrees that it will not appropriate any methodology ar technique of Consultant which is and has been confirmed in writing by Consultant to be a trade secret of Consultant. 2.6 csonggimign. Compensation for Consultant's professional services S15,000, inclusive of all ems. Payment shall be based upon Town approval of tech task. 2.7 Dining. Billing shall be monthly by invoice within thirty (30) days of then resndetittg of the service and shall be accompanied by a detailed explanation of the work performed by whom at what rate and on what date. Also, plans, specifications, documents or other pertinent materials shall be submitted for Town review, even if only in partial or draft form. Payment shall be net thirty (30) days. All invoices and statements to the Town Alt be addressed as follow: Invoices: Town of Los Gatos Attn: Accounts Payable P.O. Box 655 Los Gatos, CA 95031-O655 2.8 Availability of lteconds. Consultant shall maintain the renrds supporting this billing for not less than three years following completion of the weak under this Agreement. Consultant shall make these rseu✓ords available to authorized personnel of the Town at the Consultant's offices during business hours upon written request of the Town. 2.9 Assianabi itv and ; tabaentra tiug. The services to be perforated under this Agreement are unique and personal to the Consultant No portion of these services shall be Resigned or subcontracted without the written consent of the Town. 2.10 fndepentent CCntraetgr. It is understood that the Consultant, in the parilumattee of the work and services agreed to be performed, shall act as and be an independent contractor and not an agent or employee of the Town, As an independent contractor he/she shall not obtain any rights to retirement benefits or other benefits which accrue to Town employee(s). With prior written consent, the Consultant may perform some obligations under this Agreement by subcontracting, but may not delegate ultimate responsibility for performance or assign or trnnsfer interests under this Agreement. Consultant agrees to testify in any litigation brought regarding the subject of the work to be performed under this Agreement, Consultant shall be compensated for its costs and expenses in preparing for, traveling to, and testifying in such mattes et its then current hourly rates of compensation, unless such litigation is brought by Consultant or is based on allegations of Consultanrs negligent performance or wrongdoing. 2.11 Conflict of lntereest. Consultant understands that its professional responsibilities are solely to the Town. The Consultant has and shall not obtain any holding or interest within the Town of Los Gatos Consultant has no business holdings or agreements with any individual N:'MASTERIAGREEMEWfS/AgvocmeniTesr.,lawAg;,cr timeurCnasult vivesx►f Page l of 6 member of the Staff or management of the Town or its representatives nor shall it eater into any such holdings or agreements. In addition, Consultant warrants that it does not presently and shall not acquire any direct or indirect intermit adverse to those of the Town in the subject of this Agreement, and it shall immediately disassociate itself from such an interest, should it discover it has done so and shall, at the Town's sole discretion, divest itself of such interest. Consultant shall not knowingly and shall take reasonable steps to ensure that it does not employ a parson having such an interest in this performance of this Agreement. If after employment of a person, Consultant discovers it has employed a parson with a dire t or indirect interest that would conflict with its performance of this Agreemean, Consultant shall promptly notify Town of this employment relationship, and shall, at Mc Town's sole discretion, sever any such employment relationship. 2.12 Ewa! Employment Opportunity. Consultant warrants that it is an equal opportunity employer and shall comply with applicable regulations governing equal employment opportunity. Neither Consultant nor its subcontractors do and neither shall discriminate against persons employed or seeking employment with them on the basis of age, sex, color, race, marital status, sexual orientation, ancestry, physical or mental disability, national origin, religion, or medical condition, unless based upon a bona fide occupational qualification pursuant to the California Fair Employment & Housing Act. ID. INSURANCE AND INDEMNIFICATION 3.1 Minimum Scope of Insuranne: Consultant agrees to have and maintain, for the duration of the contract, General Liability insurance policies insuring him/her and his/her firm to an amount not less than: one million dollars ($1,000,000) combined single limit per occurrence for bodily injury, personal injury and property damage. ii. Consultant agrees to have and maintain for the duration of the contract, an Automobile Liability insurance policy ensuring hitener and his./her stab' to an amount not less than one million dollars (51,000,000) combined single limit per accident for bodily injury and property damage. iii. Consultant shall provide to the Town all certificates of insurance, with original endorsements effecting coverage. Conaultacnt agrees that all certificates and endorsements are to be received and approved by the Town beforc work commences. iv. Consultant agroes to have and maintain, for the duration of the contract, professional liability insurance in amounts no: less than $1,000,000 which is sufficient to insure Consultant for professional errors or omissions in the pertormance of the particular scope of work under this agreement. General Liability: N:iMASTERJAGREPAFtii'SIA rce+nwtTempta;clAgreeffsmririv,CoasultantSaniccutt Page 2 of 6 The Town, its officers, officials, employees and volunteers are to be covered as insured es respects: liability arising out of activities performed by or Oil behalf of the Consultant; products and completed operations of Consultant, premises owned or used by the Consultant. This requirement does not apply to the professional liability insurance required for professional errors and omissions. ii. The Consultant's insurance coverage shall be primary insurance as respects the Town, its officers, officials, employees and volunteers. Any insurance or self -insurances maintained by the Town, its ofl;ican, officials, employees or volunteers shall be excess of the Consultant's insurance and shall not contribute with it, Any failure to comply with reporting provisions of the policies shall not aid coverage provided to the Town, its officers, officials, employees or volunteers, iv. The Consultant's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer's liability. 3.2 All Coverages. Each insurance policy required in this item shall be endorsed to state that coverage weall not be suspended, voided, cancelled, 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 Town. Current certification of such insurance shall be kept on file at all tunes during the term of this agreement with the Town Cie& 3.3 Workers' Compensation. In addition to these policies, Consultant shall have and maintain Worm' Compensation insurance as required by California law and shall provide evidence of such policy to the Town before beginning services under this Agreement. Further, Consultant shall ensure that all subcontractors employed by Consultant provide the required Workers' Compensation insurunce for their respective employees. 3.4 lndexnrtifieatipn, The Consultant shall save, key, hold harmless and indemnify and defend the Town its officers, agent, employees and volunteers from all damages, liabilities, penalties, costs, or expenses in law or equity that may at any time arise or be set up because of damages to property or personal injury received by reason of, or in the course of piefonni ng work which may be occasioned by a willful or negligent act or omissions of the Consultant, or any of the Consultant's officers, employees, or agents or any subconsultant. N1MASItsAGR.F:EMENTSIA;reemenfn'euapfntevAaatementiod' 13tataiServitxs.tN Page 3 of 6 IV. GENERAL TERMS 4. i Waiver. No failure on the pan of either party to exercise any right or remedy hereunder shall operate as a waiver of any other right or remedy that party may have hereunder, nor des waiver of a brew or default under this Agreement constitute a continuing waiver of a subsequent breach of the same or any other provision of this Agreement 4.2 Governing Law. This Agreetnent, regardless of where executed, shall he governed by and construed to the laws of the State of California. Venue for any action regarding this Agreement shall be in the Superior Court of the County of Santa Clara. 4.3 Termination of Aare. The Town and the Consultant shall have the right to terminate this agreement with or without cause by giving not less than fifteen days (15) written notice of termination. In the event of termination, the Consultant shall deliver to the Town all plans, files, documents, reports, performed to date by the Consultant. In the event of such termination, Town shall pay Consultant an amount that bears the same ratio to the maximum contract }rice as the work delivered to the Town bears to completed services contemplated under this Agreement, unless such termination is made for cause, in which event, compensation, If any, shall be adjusted in light of the particular faces and circumstances involved in such termination, 4.4 Amendment. No modification, waiver, mutual termination, or amendment of this Agreement is effective unless made in writing and signed by the Town and the Consultant, 4.5 Disputes. In any dispute over any aspect of this Agreement, the prevailing party shall be entitled to reasonable attorneys fees, including costs of appeal. 4.6 . Any notice required to be given shall be deemed to be dulyand properly P P Y SiVen if mailed postage prepaid, and addressed to: Town of Los Gatos Attn: Town Clerk 110 E. Main Strom Los Gatos, CA 95030 or personally delivered to Consultant Consultant designates in writing to Town. Renne Sloan Holtzman Sakai LLI' Attn: Sherry Kathleen Sly 350 Sansome Street, Suite 300 San Francisco, CA 94104 to such address or such other address as 4.7 Order of Precedence. In the event of any conflict, contradiction, or ambiguity between the tcrims and conditions of this Agreement in respect of the Products or Services and any attachments to this Agreement, then the terms and conditions of this Agreement shall prevail over attaclunents or other writings. N:IMAST1 R/AGREEMkViS+AgreementTarpietes+Ag►eannemfuretwibultentse}wicel..rtF Page 4 of 6 4.8 Entke Agreement. This Agreement, including all Exhibits, constitutes the complete and exclusive statement of the Agreement between the Town and Consultant. No terms, conditions, understandings or agreements purporting to modify or vary this Agreement, unless hereafter made in writing and signed by the party to be bound, shall be binding on either party. IN WITNESS WHEREOF, the Town and Consultant have executed this Agreement. Town of Los Gatos by: Consultant, by: Greg Larson, Town Manager mended Rurr ;Portil10 Hum Resources Director Approved as to Form; Charles D. Sakai, Managing Partner Renne Sloan Holtzman Sakai 4•iMAS1 .Rt AGREEMENTS AgrcenIcntTempiatc 'Agrccmc tfor( onsuluntSerkices fit Page 5 of 6 MEMORANDUM DATE: June 6, 2016 TO: Robert Schultz, Town Attorney FROM: Laurel Prevetti, Town Manager SUBJECT: Sole Source Approval by Attorney: Renne Sloan Holtzman Sakai BACKGROUND: The Town has contracted with Renne Sloan Holtzman Sakai law law firm since 2010 to provide employment relations services to include employment matters such as negotiations, classification, and compensation. They are familiar with our standards and have proven to be the most qualified for said services; staff recommends that Renne Sloan Holtzman Sakai provide this service to the Town. Recommend By: Laurel Prevetti, Town Manager Date: Rob: Please review, sign document, and return to Clerk Department. Approved as to Form: Robert Schultz, Town Attorney Date: