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HomeMy WebLinkAboutReso - CC - 128-1999RESOLUTION NO. 128-1999 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BURLINGAME APPROVING AGREEMENT WITH INDUSTRIAL EMPLOYERS AND DISTRIBUTORS ASSOCIATION (IEDA) AND CITY OF BURLINGAME RESOLVED, by the City Council of the City of Burlingame: WHEREAS, the City of Burlingame will be meeting and conferring with its employee organizations over the coming two years; and WHEREAS, many of the employee organizations have retained professional negotiators to conduct the meet and confer process; and WHEREAS, the Police Officers' Association wishes to meet and confer about an entirely new Memorandum of Understanding; and WHEREAS, it is no longer possible for the City Manager to conduct these meet and confer sessions because of their time-consuming and complex nature without jeopardizing the Manager's other responsibilities and programs; and WHEREAS, IEDA has a strong reputation in working with public agencies on collective bargaining matters and is qualified to represent the City in meet and confer matters, NOW, THEREFORE, IT IS RESOLVED AND ORDERED: 1. The City Manager is authorized and directed to execute the Agreement between the City and IEDA as contained in Attachment A hereto. 2. The Clerk is directed to attest to the signature of the Manager. R,0,4- h, • O '/y� MAYOR Cl I, JUDITH A. MALFATTI, City Clerk ofthe City ofBurlingame, do hereby certify that the foregoing resolution was introduced at a regular meeting of the City Council held on the 6th day of DECEMBER 1999, and was adopted thereafter by the following vote: AYES: COUNCILMEMBERS: COFFEY, GALLIGAN, JANNEY, O'MAHONY, SPINELLI NOES: COUNCILMEMBERS: NONE ABSENT: COUNC11,MEMBERS: NONE CITY CLERK AGREEMENT FOR CONSULTANT SERVICES BETWEEN INDUSTRIAL EMPLOYERS AND DISTRIBUTORS ASSOCIATION AND THE CITY OF BURLINGAME THIS AGREEMENT is entered into this day of 1999, by and between the City of Burlingame, State of California, herein called the "City", and Industrial Employers and Distributors Association, a non-profit corporation, herein called "IEDA." RECITALS A. The City has recognized a number of employee organizations pursuant to the Meyers-Milias- Brown Act (Government Code sections 3500 and following). B. The City Manager and his designated representatives are the City's representatives in employer-employee relations. C. The City Manager and his representatives will be meeting and conferring with representatives of various employee organizations with regard to matters subject to the meet -and -confer requirements of the Meyers-Milias-Brown Act. D. The City wishes to retain the services of qualified persons to consult with and advise the City in employer-employee relations, and to assist the City in meeting and conferring in good faith with representatives of certain employee organizations. E. IEDA represents that it is qualified and willing to provide these services to the City. NOW, THEREFORE, in consideration of the mutual terms and conditions set forth below, the City and IEDA agree as follows: Services to be Provided by IEDA. IEDA shall assign qualified persons to provide the following services to the City: a. Advise and consult with the City Council, the City Manager, and designated City officers at such times and places as may be mutually agreed upon by IEDA and the City on matters relating to employee conditions and employer-employee relations. b. Meet and confer in good faith for and on behalf of the City as a designated representative of the City with representatives of employee organizations of the City at such times and places as may be mutually agreed upon by IEDA and the City. Revised: November 19, 1999 Page 1 of 5 C:\W P51\FMZSWGREEMEMabomvc.CON.avpd C. Report to the City on the progress of meeting and conferring in good faith as requested by the City. d. Prepare written memoranda of understanding or amendments to memoranda of understanding in a form and manner subject to approval of the City. 2. Assignment to Subsidiary. It is agreed that IEDA shall have the right to assign its interest in this Agreement to its subsidiary, IEDA Inc., which is controlled and staffed by IEDA. Except for this specific assignment, the services to be performed under this Agreement are unique and personal to IEDA, and no portion of these services shall be assigned or subcontracted without the written consent of the City. 3. Fees. A. The City agrees to pay IEDA and IEDA agrees to accept in full and complete payment. for all services rendered under this Agreement the sum of Two Thousand Two Hundred Seventy -Two Dollars and Fifty Cents ($2,272.50) per month. This monthly fee may be adjusted at some time after June 1, 2000, in accordance with IEDA's Computation of Fees Schedule. IEDA shall notify the City of the new rate schedule in writing, at least sixty (60) days prior to the effective date of the new fee. 4. Term. This Agreement shall be effective December 1, 1999, and shall remain in effect until such time as either the City or IEDA exercises the termination provision set forth below. Termination. Either the City or IEDA may terminate this Agreement at any time upon giving sixty (60) days written notice to the other party. 6. Sole Responsibility. IEDA shall be responsible for employing or engaging all persons necessary to perform the services under this Agreement. 7. Information/Report Handling. All documents furnished to IEDA by the City and all reports and supportive data prepared by IEDA under this Agreement are the City's property and shall be delivered to the City upon Revised: November 19, 1999 Page 2 of 5 C:\ W P51TU EMGREEMENVaborsvc.CON.wpd the completion of IEDA's services or at the City's written request. All reports, information, data, and exhibits prepared or assembled by IEDA in connection with the performance of its services pursuant to this Agreement are confidential until released by the City to the public, and IEDA shall not make any of the these documents or information available to any individual or organization not employed by IEDA without the written consent of the City before such release. 8. Availability of Records. IEDA shall maintain records by client showing the time spent by IEDA providing services pursuant to this Agreement. These records shall be kept by IEDA for not less than three (3) years following completion of the work under this Agreement. IEDA shall make these records available to authorized personnel of the City at IEDA's offices during business hours upon written request of the City. 9. Persons Assigned by IEDA. Should the City object to the assignment of a particular person by IEDA to a service to be performed by IEDA under this Agreement, IEDA shall promptly assign a different person to the service. 10 Notices. Any notice required to be given shall be deemed to be duly and properly given if mailed postage prepaid, and addressed to: To City: City Manager City of Burlingame 501 Primrose Road Burlingame, CA 94010 To IEDA: President IEDA P.O. Box 8824 Emeryville, CA 94662 or personally delivered to IEDA to such address or such other address as IEDA designates in writing to City. 11. Independent Contractor. It is understood that IEDA, in the performance 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 Revised: November 19, 1999 Page 3 of 5 C:\W P51\f7LES41GREEMENVabomc.CON.wpd City. As an independent contractor, neither IEDA nor its employees shall not obtain any rights to retirement benefits or other benefits which accrue to City employee(s). With prior written consent of the City, IEDA may perform some obligations under this Agreement by subcontracting, but may not delegate ultimate responsibility for performance or assign or transfer interests under this Agreement. IEDA agrees to testify in any litigation brought regarding the subject of the work to be performed under this Agreement. IEDA shall be compensated for its costs and expenses in preparing for, traveling to, and testifying in such matters at its then current hourly rates of compensation, unless such litigation is brought by IEDA or is based on allegations of IEDA's negligent performance or wrongdoing. 12 Conflict of Interest. IEDA understands that its professional responsibilities under this Agreement are solely to the City. IEDA has and shall not obtain any holding or interest within the City of Burlingame. IEDA has no business holdings or agreements with any individual member of the Staff or management of the City or its representatives nor shall it enter into any such holdings or agreements. In addition, IEDA warrants that it does not presently and shall not acquire any direct or indirect interest adverse to those of the City 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 City's sole discretion, divest itself of such interest. IEDA shall not knowingly and shall take reasonable steps to ensure that it does not employ a person having such an interest in this performance of this Agreement. If after employment of a person, IEDA discovers it has employed a person with a direct or indirect interest that would conflict with its performance of this Agreement, IEDA shall promptly notify City of this employment relationship, and shall, at the City's sole discretion, sever any such employment relationship. 13 Egual Employment Opportunity. IEDA warrants that it is an equal opportunity employer and shall comply with applicable regulations governing equal employment opportunity. Neither IEDA 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. 14 Insurance. IEDA shall have and maintain Workers' Compensation insurance as required by California law and shall provide evidence of such policy to the City before beginning services under this Agreement. Further, IEDA shall ensure that all subcontractors employed by IEDA provide the required Workers' Compensation insurance for their respective employees. Revised: November 19, 1999 Page 4 of 5 C:\WP5I\FILESIAGREEMENUabo c.CON.wpd 15 Waiver. No failure on the part 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 does waiver of a breach or default under this Agreement constitute a continuing waiver of a subsequent breach of the same or any other provision of this Agreement. 16 Governing Law. This Agreement, regardless of where executed, shall be 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 San Mateo or Alameda. 17 Amendment. No modification, waiver, mutual termination, or amendment of this Agreement is effective unless made in writing and signed by the City and IEDA. 18 Entire Agreement. This Agreement constitutes the complete and exclusive statement of the Agreement between the City and IEDA. 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 City and IEDA have executed this Agreement as ofthe date indicated on page one (1). 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