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HomeMy WebLinkAbout2013 CON City of Chula Vista - Human Resources ServicesAGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF CHULA VISTA AND THE CITY OF NATIONAL CITY THIS AGREEMENT is entered into by and between the City of Chula Vista ("CHULA VISTA"), a charter city and municipal corporation, and the City of National City ("NATIONAL CITY"), general law city and municipal corporation, effective on September 1, 2013, and is made in reference to the following facts: WHEREAS, NATIONAL CITY desires to employ the services of CHULA VISTA to provide professional human resource services to NATIONAL CITY. WHEREAS, CHULA VISTA is experienced in human resources and is fully qualified to provide the assistance sought by NATIONAL CITY. THEREFORE, IT IS AGREED AS FOLLOWS: 1. TERMS OF AGREEMENT 1.1 This AGREEMENT shall be effective on and from the day, month and year of the execution of this AGREEMENT by NATIONAL CITY'S City Manager. 1.2 CHULA VISTA shall commence the performance of its obligations under this AGREEMENT upon the effective date of this AGREEMENT and shall continue through August 31, 2014 unless this AGREEMENT is otherwise terminated or extended. 2. SCOPE OF WORK 2.1 Described Services. During the term of this AGREEMENT, CHULA VISTA will provide the following services under the general direction of NATIONAL CITY'S Director of Human Resources ("DESCRIBED SERVICES"): A. Plan and participate with NATIONAL CITY in the recruitment and selection of qualified candidates for employment in accordance with NATIONAL CITY'S Civil Service Rules. This includes: 1) Preparing job announcements, based on qualifications and job requirements provided by NATIONAL CITY, and advertising such announcements in professional publications, newspapers, job circulars, online publications/ websites and other listings. 2) Distributing job announcements. 3) Tracking applications. -1- 4) Recording applications in database files for permanent recruitments. 5) Filing all applications and forwarding application copies to the appropriate department for review. 6) Reviewing and assessing applications and supplemental materials for specified recruitments in order to determine whether applicants meet NATIONAL CITY'S minimum qualifications. 7) Recommending applicants to continue in selection process. 8) Contacting applicants and scheduling testing. 9) Determining appropriate testing procedures, based on standard tests used by the CHULA VISTA, which may be modified to accommodate specific requirements of the job for which the test will be used, which requirements will be identified during discussions with associated NATIONAL CITY departments. 10) Contacting appropriate members of outside agencies to determine their availability to participate on interview panels. Appropriate outside agencies from which members may be chosen will be based on direction or previous methods used by the relevant NATIONAL CITY department. NATIONAL CITY shall have final approval of the participants. 11) Coordinating, scheduling, proctoring and scoring employment examinations, panel interviews and performance tests; and notifying candidates by letter of application and examination status. 12) Preparing eligibility lists in compliance with NATIONAL CITY'S Civil Service Rules. 13) Performing other recruitment and selection related duties on an "as needed" basis. B. Respond to requests for information regarding job openings. C. Periodically, and at the request of NATIONAL CITY, provide the services listed above at facilities operated by NATIONAL CITY or at other sites designated by NATIONAL CITY within NATIONAL CITY'S borders. In the event that the provision of services requested by NATIONAL CITY create a scheduling conflict with CHULA VISTA, CHULA VISTA shall inform NATIONAL CITY that such conflict exists, and the parties shall schedule the provision of such services at a mutually convenient time. D. Provide professional assistance in the implementation of the Neo-Gov applicant tracking software program. -2- E. Periodically, and at the request of NATIONAL CITY, attend and participate in meetings involving recruitment and selection issues. NATIONAL CITY shall arrange such meetings, following consultation with CHULA VISTA, at mutually convenient times. 3. ADDITIONAL DUTIES CHULA VISTA shall not perform work in excess of the DESCRIBED SERVICES without the prior, written approval of NATIONAL CITY'S Director of Human Resources and CHULA VISTA'S Director of Human Resources. All additions to the Scope of Work shall be mutually agreed upon and in writing, signed by the appropriate parties prior to the commencement of any additional duties. 4. NO DUTY TO PERFORM FURTHER INVESTIGATION In performing the DESCRIBED SERVICES and any ADDITIONAL SERVICES, CHULA VISTA shall have no duty to perform additional investigation of applicants, nor verify the accuracy of information provided in applications and supplemental materials. 5. ASSIGNMENT OF DUTIES The duties in the described scope of work are personal to CHULA VISTA and may not be assigned or subcontracted to a third party without the prior written approval of NATIONAL CITY'S Director of Human Resources. CHULA VISTA shall provide the names of the individuals assigned to perform the work pursuant to this AGREEMENT. Any changes in the individual(s) who will be assigned by CHULA VISTA to perform these services shall be subject to approval by NATIONAL CITY'S Director of Human Resources. 6. CONFIDENTIALITY OF INFORMATION The parties recognize that much of the information to which access is granted may be confidential in nature. As such, CHULA VISTA agrees not to disclose this information to unauthorized persons without the prior written consent of the NATIONAL CITY'S Director of Human Resources. All work performed by CHULA VISTA including but not limited to all drafts, data, correspondence, proposals, reports, and estimates compiled or composed by CHULA VISTA pursuant to this AGREEMENT is for the sole use of NATIONAL CITY. 7. PAYMENT FOR DESCRIBED SERVICES NATIONAL CITY shall pay CHULA VISTA the sum of $100.40 per hour. In order for payment to be made, CHULA VISTA shall submit detailed monthly invoices to NATIONAL CITY the number of hours for which it has provided consulting services. Payment shall be made on a monthly basis within forty-five (45) days of NATIONAL CITY'S receipt of CHULA VISTA'S invoice. NATIONAL CITY has appropriated or otherwise duly authorized the payment of an amount not to exceed fifty thousand dollars ($50,000.00) for recruiting and testing services pursuant to this AGREEMENT. In no event shall the total fees plus out-of-pocket disbursements exceed this amount -3- without written authorization of NATIONAL CITY. 8. TERMINATION NATIONAL CITY may immediately terminate this AGREEMENT for cause at any time. In the event NATIONAL CITY terminates this AGREEMENT, CHULA VISTA shall submit a detailed invoice for services already performed. Payment for services performed shall be made within thirty (30) days of a receipt of CHULA VISTA'S invoice for services. Either NATIONAL CITY or CHULA VISTA may terminate this AGREEMENT with or without cause at any time by providing two weeks notice in writing to the other party. 9. STATUS OF CHULA VISTA NATIONAL CITY and the CHULA VISTA recognize and acknowledge the relationship as that of independent contractor. CHULA VISTA shall perform the DESCRIBED SERVICES in a manner of CHULA VISTA'S own choice, as an independent contractor, and not as an employee of NATIONAL CITY. Under no circumstances shall the designated employee from CHULA VISTA represent him/herself as an employee of NATIONAL CITY. 10. CONTROL Neither NATIONAL CITY nor its officers, agents or employees shall have any control over the conduct of CHULA VISTA or any of CHULA VISTA'S employees except as set forth in this AGREEMENT, and CHULA VISTA expressly agrees not to represent that CHULA VISTA or CHULA VISTA's agents, servants, or employees are in any manner agents, servants or employees of NATIONAL CITY, it being understood that CHULA VISTA, its agents, servants, and employees are as to NATIONAL CITY wholly independent and that CHULA VISTA's obligations to NATIONAL CITY are solely such as are prescribed by this AGREEMENT. 11. INDEMNITY 11.1 Claims Arising From Sole Acts or Omissions of NATIONAL CITY. NATIONAL CITY agrees to defend and indemnify CHULA VISTA, and its agents, officers and employees, from any claim, action or proceeding against CHULA VISTA, arising solely out of the acts or omissions of NATIONAL CITY in the performance of this AGREEMENT. At its sole discretion, CHULA VISTA may participate at its own expense in the defense of any claim, action or proceeding, but such participation shall not relieve NATIONAL CITY of any obligation imposed by this AGREEMENT. CHULA VISTA shall promptly notify NATIONAL CITY of any claim, action or proceeding and cooperate fully in the defense. 11.2 Claims Arising From Sole Acts or Omissions of CHULA VISTA. CHULA VISTA hereby agrees to defend and indemnify NATIONAL CITY, and its respective agents, officers and employees, from any claim, action or proceeding against NATIONAL CITY, arising solely out of the negligent acts or omissions or willful misconduct of CHULA VISTA in the performance of the SCOPE OF WORK or ADDITIONAL SERVICES covered by this AGREEMENT. At its sole discretion, NATIONAL CITY -4- may participate at its own expense in the defense of any claim, action or proceeding, but such participation shall not relieve CHULA VISTA of any obligation imposed by this AGREEMENT. NATIONAL CITY shall promptly notify CHULA VISTA of any claim, action or proceeding and cooperate fully in the defense. 11.3 Claims Arising From Concurrent Acts or Omissions. CHULA VISTA agrees to defend itself and NATIONAL CITY agrees to defend itself, from any claim, action or proceeding arising out of the concurrent negligent acts or omissions or willful misconduct of CHULA VISTA and NATIONAL CITY. In such cases, CHULA VISTA and NATIONAL CITY agree to retain their own legal counsel, bear their own defense costs, and waive their right to seek reimbursement of such costs, except as provided in subsection 11.5, below. 11.4 Joint Defense. Notwithstanding subsection 11.3, above, in cases where CHULA VISTA and NATIONAL CITY agree in writing to a joint defense, CHULA VISTA and NATIONAL CITY may appoint joint defense counsel to defend the claim, action or proceeding arising out of the concurrent acts or omissions of CHULA VISTA and NATIONAL CITY. Joint defense counsel shall be selected by mutual agreement of the parties. The parties further agree that no party may bind the other party to a settlement agreement without the written consent of the other party. 11.5 Reimbursement and/or Reallocation. Where a final judgment of a court award allocates or determines the comparative fault of the parties, CHULA VISTA and NATIONAL CITY may seek reimbursement and/or reallocation of defense costs, settlement payments, judgments and awards, consistent with such comparative fault 12. ATTORNEYS' FEES Should any party commence any legal action or proceeding against another based upon this AGREEMENT, the prevailing party shall be entitled to an award of reasonable attorneys' fees and all costs incurred in the investigation and prosecution or defense of any such action. 13. INSURANCE CHULA VISTA shall provide its own liability insurance, including automobile liability insurance, health, disability and other insurance. CHULA VISTA shall not be responsible for insurance coverage for NATIONAL CITY'S employees. CHULA VISTA shall provide its own workers compensation for any CHULA VISTA employee who performs services pursuant to this AGREEMENT. 14. FILES All of CHULA VISTA'S files for matters involving NATIONAL CITY, and works in progress therefor, are the property of NATIONAL CITY and, upon termination of this AGREEMENT, shall be immediately delivered to NATIONAL CITY. CHULA VISTA may retain copies of pertinent documents, unless expressly prohibited or restricted by NATIONAL CITY. -5- 15. ENTIRE AGREEMENT The text in this AGREEMENT constitutes the entire AGREEMENT between the parties. No verbal agreement or conversation with any officer, agent or employee of NATIONAL CITY, either before, during or after the execution of this AGREEMENT, shall effect or modify any of the terms or obligations herein contained nor shall such verbal agreement or conversation entitle CHULA VISTA to any additional payment whatsoever. 16. SEVERABILITY If any provision of this AGREEMENT is held to be invalid, or unenforceable, that provision shall be deemed severable. The remainder of this AGREEMENT, or portion thereof, shall not be affected and shall remain in full force and effect until the DESCRIBED SERVICES are completed or the AGREEMENT is terminated. 17. MISCELLANEOUS PROVISIONS. 17.1 Headings. All article headings are for convenience only and shall not affect the interpretation of this Agreement. 17.2 Gender & Number. Whenever the context requires, the use herein of (i) the neuter gender includes the masculine and the feminine genders and (ii) the singular number includes the plural number. 17.3 Reference to Paragraphs. Each reference in this Agreement to a section refers, unless otherwise stated, to a section this Agreement. 17.4 Incorporation of Recitals. All recitals herein are incorporated into this Agreement and are made a part hereof. 17.5 Covenants and Conditions. All provisions of this Agreement expressed as either covenants or conditions on the part of the City or the Consultant, shall be deemed to be both covenants and conditions. 17.6 Counterparts. This Agreement may be executed in more than one counterpart, each of which shall be deemed to be an original but all of which, when taken together shall constitute but one instrument. 17.7 Time of Essence. Time is of the essence for each provision of this AGREEMENT. 17.8 California Law. This AGREEMENT shall be construed and interpreted in accordance with the laws of the State of California. CHULA VISTA covenants and agrees to submit to the personal jurisdiction of any state court in the State of California for any dispute, claim, or matter arising out of or related to this AGREEMENT. 17.9 Waiver. The failure of NATIONAL CITY to enforce a particular condition or provision of this AGREEMENT shall not constitute a waiver of that condition or provision or its -6- enforceability. 17.10 No Obligations to Third Parties. Except as otherwise expressly provided, the execution and delivery of this AGREEMENT shall not be deemed to confer any rights upon, or obligate any of the parties, to any person or entity other than the parties to this AGREEMENT. 17.11 Construction. The parties acknowledge and agree that: (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this AGREEMENT, and (iii) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this AGREEMENT, or any portions, or amendments to the AGREEMENT. 17.12 Signing Authority. Each signatory and party hereto hereby warrants and represents to the other party that it has legal authority and capacity and direction from its principal to enter into this Agreement; that all resolutions or other actions have been taken so as to enable it to enter into this Agreement and agrees to hold the other Party or Parties hereto harmless if it is later determined that such authority does not exist. 17.13 Notices. All notices or other communications required or permitted by this AGREEMENT shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of: (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: To NATIONAL CITY: To CHULA VISTA: Stacey Stevenson, Director of Administrative Services City of National City 140 E. 12th Street, Suite A National City, CA 91950-4301 Irene Mosley, Assistant Human Resources Director Human Resources Department 276 Fourth Avenue Chula Vista, CA 91910-2631 - 7 - IN WITNESS WHEREOF, the parties have caused this AGREEMENT to be executed below. CITY OF CHULA VISTA Dated: CITY OF NATIONAL CITY Leslie Deese, City Manager Dated: 1011 113 APPROVED AS TO FORM: APPR By: By: -8- vj D AS TO FORM: Pfi r � s r ; .' . G. Silva, City Attorney RESOLUTION NO. 2013 — 153 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY APPROVING AND RATIFYING THE AGREEMENT WITH THE CITY OF CHULA VISTA, EXPIRING ON AUGUST 31, 2014, IN THE NOT TO EXCEED AMOUNT OF $50,000 FOR STAFF SUPPORT IN THE PERFORMANCE OF RECRUITMENT AND SELECTION OF CANDIDATES FOR CITY OF NATIONAL CITY EMPLOYMENT WHEREAS, the Human Resources ("HR") Department is responsible for performing a number of functions related to recruiting, testing, and retaining employees; and WHEREAS, the current staffing level of the HR Department is not sufficient to meet the demands of the numerous functions of the Department; and WHEREAS, the City of National City has negotiated an Agreement with the City of Chula Vista in an amount not to exceed $50,000 for staff support in the performance of recruitment and selection of candidates for City of National City employment, which expires on August 31, 2014; and WHEREAS, Chula Vista staff will be used primarily for complex testing processes for candidates, such as fire and police, that involves multi -phased processes requiring extensive staff time. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby approves and ratifies the Agreement with the City of Chula Vista in the not to exceed amount of $50,000 for staff support in the performance of recruitment and selection of candidates for City of National City employment, which expires on August 31, 2014. Said Agreement is on file in the Office of the City Clerk. PASSED and ADOPTED this 15th day of October, 2013. ATTEST: Michael R. Della, Cify Clerk ROVED TO FORM: C audia City Attorne ua Silva on Morrison, Mayor Passed and adopted by the Council of the City of National City, California, on October 15, 2013 by the following vote, to -wit: Ayes: Councilmembers Cano, Morrison, Natividad, Rios, Sotelo-Solis. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON Mayor of the City of National City, California City y atio C rk of the City of nal City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2013-153 of the City of National City, California, passed and adopted by the Council of said City on October 15, 2013. City Clerk of the City of National City, California By: Deputy CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT EETING DATE: October 15, 2013 AGENDA ITEM Na 10 ITEM TITLE: Resolution of the City Council of the City of National City ratifying and approving an agreement not to exceed $50,000 with the City of Chula Vista for staff support in the performance of recruitment and selection of candidates for City of National City employment. PREPARED BY: Stacey Stevenson DEPARTMENT: y_i Reso • es PHONE: 336-4308 APPROVED EXPLANATION: The City of National City Human Resources Department is responsible for performing a num.er of functions related to recruiting, testing and retaining employees. Those functions include employee benefits, equal employment opportunity, exam management (recruiting and testing), discipline, labor relations, rewards and recognition, and risk management. With a staff of 1.0 Management Analyst, 1.0 Administrative Secretary and 1.0 Office Assistant, from time to time the work load exceeds the capacity of staff. When that happens, every effort is made to prioritize service delivery. However there are occasions when critical demands cannot be shifted and deadlines are such that additional support is necessary. In response, staff has sought the support of our neighboring City to assist the Human Resources Department in the performance of recruitment and testing processes. The City of Chula Vista will be used primarily for complex testing processes such as fire and police safety which include multi -phased processes requiring extensive staff time. By utilizing the staff services of the City of Chula Vista, National City staff will be able to complete these processes in a timely manner without adding new on - ping costs as would be the case if additional HR staff was hired to meet this limited time spike in workload. This will be the second agreement with the City of Chula Vista for this scope of work. The first was in 2011 for Fire and Police testing processes. FINANCIAL STATEMENT: ACCOUNT NO. APPROVED: Finance APPROVED: 001-417-083-213 (recruitment services) 001-417-083-264 (testing) ENVIRONMENTAL REVIEW: This is not a project and, therefore, is not subject to environmental review. ORDINANCE: INTRODUCTION: FINAL ADOPTION: MIS STAFF RECOMMENDATION: Adopt the resolution, ratifying agreement with the City of Chula Vista for the performance of recruitment and selection of candidates for City of National City employment. BOARD / COMMISSION RECOMMENDATION: N/A 1TTACHMENTS: Agreement for Professional Services between the City of National City and the City of Chula Vista Resolution Q,F �UW1kC! v5c. �ae�2-v` AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF CHULA VISTA AND THE CITY OF NATIONAL CITY THIS AGREEMENT is entered into by and between the City of Chula Vista ("CHULA VISTA"), a charter city and municipal corporation, and the City of National City ("NATIONAL CITY"), general law city and municipal corporation, effective on September 1, 2013, and is made in reference to the following facts: WHEREAS, NATIONAL CITY desires to employ the services of CHULA VISTA to provide professional human resource services to NATIONAL CITY. WHEREAS, CHULA VISTA is experienced in human resources and is fully qualified to provide the assistance sought by NATIONAL CITY. THEREFORE, IT IS AGREED AS FOLLOWS: 1. TERMS OF AGREEMENT 1.1 This AGREEMENT shall be effective on and from the day, month and year of the execution of this AGREEMENT by NATIONAL CITY'S City Manager. 1.2 CHULA VISTA shall commence the performance of its obligations under this AGREEMENT upon the effective date of this AGREEMENT and shall continue through August 31, 2014 unless this AGREEMENT is otherwise terminated or extended. 2. SCOPE OF WORK 2.1 Described Services. During the term of this AGREEMENT, CHULA VISTA will provide the following services under the general direction of NATIONAL CITY'S Director of Human Resources ("DESCRIBED SERVICES"): A. Plan and participate with NATIONAL CITY in the recruitment and selection of qualified candidates for employment in accordance with NATIONAL CITY'S Civil Service Rules. This includes: 1) Preparing job announcements, based on qualifications and job requirements provided by NATIONAL CITY, and advertising such announcements in professional publications, newspapers, job circulars, online publications/ websites and other listings. 2) Distributing job announcements. 3) Tracking applications. -1- 4) Recording applications in database files for permanent recruitments. 5) Filing all applications and forwarding application copies to the appropriate department for review. 6) Reviewing and assessing applications and supplemental materials for specified recruitments in order to determine whether applicants meet NATIONAL CITY'S minimum qualifications. 7) Recommending applicants to continue in selection process. 8) Contacting applicants and scheduling testing. 9) Determining appropriate testing procedures, based on standard tests used by the CHULA VISTA, which may be modified to accommodate specific requirements of the job for which the test will be used, which requirements will be identified during discussions with associated NATIONAL CITY departments. 10) Contacting appropriate members of outside agencies to determine their availability to participate on interview panels. Appropriate outside agencies from which members may be chosen will be based on direction or previous methods used by the relevant NATIONAL CITY department. NATIONAL CITY shall have final approval of the participants. 11) Coordinating, scheduling, proctoring and scoring employment examinations, panel interviews and performance tests; and notifying candidates by letter of application and examination status. 12) Preparing eligibility lists in compliance with NATIONAL CITY'S Civil Service Rules. 13) Performing other recruitment and selection related duties on an "as needed" basis. B. Respond to requests for information regarding job openings. C. Periodically, and at the request of NATIONAL CITY, provide the services listed above at facilities operated by NATIONAL CITY or at other sites designated by NATIONAL CITY within NATIONAL CITY'S borders. In the event that the provision of services requested by NATIONAL CITY create a scheduling conflict with CHULA VISTA, CHULA VISTA shall inform NATIONAL CITY that such conflict exists, and the parties shall schedule the provision of such services at a mutually convenient time. D. Provide professional assistance in the implementation of the Neo-Gov applicant tracking software program. -2- E. Periodically, and at the request of NATIONAL CITY, attend and participate in meetings involving recruitment and selection issues. NATIONAL CITY shall arrange such meetings, following consultation with CHULA VISTA, at mutually convenient times. 3. ADDITIONAL DUTIES CHULA VISTA shall not perform work in excess of the DESCRIBED SERVICES without the prior, written approval of NATIONAL CITY'S Director of Human Resources and CHULA VISTA'S Director of Human Resources. All additions to the Scope of Work shall be mutually agreed upon and in writing, signed by the appropriate parties prior to the commencement of any additional duties. 4. NO DUTY TO PERFORM FURTHER INVESTIGATION In performing the DESCRIBED SERVICES and any ADDITIONAL SERVICES, CHULA VISTA shall have no duty to perform additional investigation of applicants, nor verify the accuracy of information provided in applications and supplemental materials. 5. ASSIGNMENT OF DUTIES The duties in the described scope of work are personal to CHULA VISTA and may not be assigned or subcontracted to a third party without the prior written approval of NATIONAL CITY'S Director of Human Resources. CHULA VISTA shall provide the names of the individuals assigned to perform the work pursuant to this AGREEMENT. Any changes in the individual(s) who will be assigned by CHULA VISTA to perform these services shall be subject to approval by NATIONAL CITY'S Director of Human Resources. 6. CONFIDENTIALITY OF INFORMATION The parties recognize that much of the information to which access is granted may be confidential in nature. As such, CHULA VISTA agrees not to disclose this information to unauthorized persons without the prior written consent of the NATIONAL CITY'S Director of Human Resources. All work performed by CHULA VISTA including but not limited to all drafts, data, correspondence, proposals, reports, and estimates compiled or composed by CHULA VISTA pursuant to this AGREEMENT is for the sole use of NATIONAL CITY. 7. PAYMENT FOR DESCRIBED SERVICES NATIONAL CITY shall pay CHULA VISTA the sum of $100.40 per hour. In order for payment to be made, CHULA VISTA shall submit detailed monthly invoices to NATIONAL CITY the number of hours for which it has provided consulting services. Payment shall be made on a monthly basis within forty-five (45) days of NATIONAL CITY'S receipt of CHULA VISTA'S invoice. NATIONAL CITY has appropriated or otherwise duly authorized the payment of an amount not to exceed fifty thousand dollars ($50,000.00) for recruiting and testing services pursuant to this AGREEMENT. In no event shall the total fees plus out-of-pocket disbursements exceed this amount - 3 - without written authorization of NATIONAL CITY. 8. TERMINATION NATIONAL CITY may immediately terminate this AGREEMENT for cause at any time. In the event NATIONAL CITY terminates this AGREEMENT, CHULA VISTA shall submit a detailed invoice for services already performed. Payment for services performed shall be made within thirty (30) days of a receipt of CHULA VISTA'S invoice for services. Either NATIONAL CITY or CHULA VISTA may terminate this AGREEMENT with or without cause at any time by providing two weeks notice in writing to the other party. 9. STATUS OF CHULA VISTA NATIONAL CITY and the CHULA VISTA recognize and acknowledge the relationship as that of independent contractor. CHULA VISTA shall perform the DESCRIBED SERVICES in a manner of CHULA VISTA'S own choice, as an independent contractor, and not as an employee of NATIONAL CITY. Under no circumstances shall the designated employee from CHULA VISTA represent him/herself as an employee of NATIONAL CITY. 10. CONTROL Neither NATIONAL CITY nor its officers, agents or employees shall have any control over the conduct of CHULA VISTA or any of CHULA VISTA'S employees except as set forth in this AGREEMENT, and CHULA VISTA expressly agrees not to represent that CHULA VISTA or CHULA VISTA's agents, servants, or employees are in any manner agents, servants or employees of NATIONAL CITY, it being understood that CHULA VISTA, its agents, servants, and employees are as to NATIONAL CITY wholly independent and that CHULA VISTA' s obligations to NATIONAL CITY are solely such as are prescribed by this AGREEMENT. 11. INDEMNITY 11.1 Claims Arising From Sole Acts or Omissions of NATIONAL CITY. NATIONAL CITY agrees to defend and indemnify CHULA VISTA, and its agents, officers and employees, from any claim, action or proceeding against CHULA VISTA, arising solely out of the acts or omissions of NATIONAL CITY in the performance of this AGREEMENT. At its sole discretion, CHULA VISTA may participate at its own expense in the defense of any claim, action or proceeding, but such participation shall not relieve NATIONAL CITY of any obligation imposed by this AGREEMENT. CHULA VISTA shall promptly notify NATIONAL CITY of any claim, action or proceeding and cooperate fully in the defense. 11.2 Claims Arising From Sole Acts or Omissions of CHULA VISTA. CHULA VISTA hereby agrees to defend and indemnify NATIONAL CITY, and its respective agents, officers and employees, from any claim, action or proceeding against NATIONAL CITY, arising solely out of the negligent acts or omissions or willful misconduct of CHULA VISTA in the performance of the SCOPE OF WORK or ADDITIONAL SERVICES covered by this AGREEMENT. At its sole discretion, NATIONAL CITY - 4 - may participate at its own expense in the defense of any claim, action or proceeding, but such participation shall not relieve CHULA VISTA of any obligation imposed by this AGREEMENT. NATIONAL CITY shall promptly notify CHULA VISTA of any claim, action or proceeding and cooperate fully in the defense. 11.3 Claims Arising From Concurrent Acts or Omissions. CHULA VISTA agrees to defend itself and NATIONAL CITY agrees to defend itself, from any claim, action or proceeding arising out of the concurrent negligent acts or omissions or willful misconduct of CHULA VISTA and NATIONAL CITY. In such cases, CHULA VISTA and NATIONAL CITY agree to retain their own legal counsel, bear their own defense costs, and waive their right to seek reimbursement of such costs, except as provided in subsection 11.5, below. 11.4 Joint Defense. Notwithstanding subsection 11.3, above, in cases where CHULA VISTA and NATIONAL CITY agree in writing to a joint defense, CHULA VISTA and NATIONAL CITY may appoint joint defense counsel to defend the claim, action or proceeding arising out of the concurrent acts or omissions of CHULA VISTA and NATIONAL CITY. Joint defense counsel shall be selected by mutual agreement of the parties. The parties further agree that no party may bind the other party to a settlement agreement without the written consent of the other party. 11.5 Reimbursement and/or Reallocation. Where a final judgment of a court award allocates or determines the comparative fault of the parties, CHULA VISTA and NATIONAL CITY may seek reimbursement and/or reallocation of defense costs, settlement payments, judgments and awards, consistent with such comparative fault 12. ATTORNEYS' FEES Should any party commence any legal action or proceeding against another based upon this AGREEMENT, the prevailing party shall be entitled to an award of reasonable attorneys' fees and all costs incurred in the investigation and prosecution or defense of any such action. 13. INSURANCE CHULA VISTA shall provide its own liability insurance, including automobile liability insurance, health, disability and other insurance. CHULA VISTA shall not be responsible for insurance coverage for NATIONAL CITY'S employees. CHULA VISTA shall provide its own workers compensation for any CHULA VISTA employee who performs services pursuant to this AGREEMENT. 14. FILES All of CHULA VISTA'S files for matters involving NATIONAL CITY, and works in progress therefor, are the property of NATIONAL CITY and, upon termination of this AGREEMENT, shall be immediately delivered to NATIONAL CITY. CHULA VISTA may retain copies of pertinent documents, unless expressly prohibited or restricted by NATIONAL CITY. -5- 15. ENTIRE AGREEMENT The text in this AGREEMENT constitutes the entire AGREEMENT between the parties. No verbal agreement or conversation with any officer, agent or employee of NATIONAL CITY, either before, during or after the execution of this AGREEMENT, shall effect or modify any of the terms or obligations herein contained nor shall such verbal agreement or conversation entitle CHULA VISTA to any additional payment whatsoever. 16. SEVERABILITY If any provision of this AGREEMENT is held to be invalid, or unenforceable, that provision shall be deemed severable. The remainder of this AGREEMENT, or portion thereof, shall not be affected and shall remain in full force and effect until the DESCRIBED SERVICES are completed or the AGREEMENT is terminated. 17. MISCELLANEOUS PROVISIONS. 17.1 Headings. All article headings are for convenience only and shall not affect the interpretation of this Agreement. 17.2 Gender & Number. Whenever the context requires, the use herein of (i) the neuter gender includes the masculine and the feminine genders and (ii) the singular number includes the plural number. 17.3 Reference to Paragraphs. Each reference in this Agreement to a section refers, unless otherwise stated, to a section this Agreement. 17.4 Incorporation of Recitals. All recitals herein are incorporated into this Agreement and are made a part hereof. 17.5 Covenants and Conditions. All provisions of this Agreement expressed as either covenants or conditions on the part of the City or the Consultant, shall be deemed to be both covenants and conditions. 17.6 Counterparts. This Agreement may be executed in more than one counterpart, each of which shall be deemed to be an original but all of which, when taken together shall constitute but one instrument. 17.7 Time of Essence. Time is of the essence for each provision of this AGREEMENT. 17.8 California Law. This AGREEMENT shall be construed and interpreted in accordance with the laws of the State of California. CHULA VISTA covenants and agrees to submit to the personal jurisdiction of any state court in the State of California for any dispute, claim, or matter arising out of or related to this AGREEMENT. 17.9 Waiver. The failure of NATIONAL CITY to enforce a particular condition or provision of this AGREEMENT shall not constitute a waiver of that condition or provision or its -6- enforceability. 17.10 No Obligations to Third Parties. Except as otherwise expressly provided, the execution and delivery of this AGREEMENT shall not be deemed to confer any rights upon, or obligate any of the parties, to any person or entity other than the parties to this AGREEMENT. 17.11 Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this AGREEMENT, and (iii) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this AGREEMENT, or any portions, or amendments to the AGREEMENT. 17.12 Signing Authority. Each signatory and party hereto hereby warrants and represents to the other party that it has legal authority and capacity and direction from its principal to enter into this Agreement; that all resolutions or other actions have been taken so as to enable it to enter into this Agreement and agrees to hold the other Party or Parties hereto harmless if it is later determined that such authority does not exist. 17.13 Notices. All notices or other communications required or permitted by this AGREEMENT shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of: (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: To NATIONAL CITY: Stacey Stevenson, Director of Administrative Services City of National City 140 E. 12th Street, Suite A National City, CA 91950-4301 To CHULA VISTA: Irene Mosley, Assistant Human Resources Director Human Resources Department 276 Fourth Avenue Chula Vista, CA 91910-2631 -7- IN WITNESS WHEREOF, the parties have caused this AGREEMENT to be executed below. CITY OF CHULA VISTA By: Dated: -f, APPROVED AS TO FORM: By: CITY OF NATIONAL CITY Leslie Deese, City Manager Dated: 011113 APPRtf D AS TO FORM: By: -8- G. Silva, City Attorney RESOLUTION NO. 2013 — RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY APPROVING AND RATIFYING THE AGREEMENT WITH THE CITY OF CHULA VISTA, EXPIRING ON AUGUST 31, 2014, IN THE NOT TO EXCEED AMOUNT OF $50,000 FOR STAFF SUPPORT IN THE PERFORMANCE OF RECRUITMENT AND SELECTION OF CANDIDATES FOR CITY OF NATIONAL CITY EMPLOYMENT WHEREAS, the Human Resources ("HR") Department is responsible for performing a number of functions related to recruiting, testing, and retaining employees; and WHEREAS, the current staffing level of the HR Department is not sufficient to meet the demands of the numerous functions of the Department; and WHEREAS, the City of National City has negotiated an Agreement with the City of Chula Vista in an amount not to exceed $50,000 for staff support in the performance of recruitment and selection of candidates for City of National City employment, which expires on August 31, 2014; and WHEREAS, Chula Vista staff will be used primarily for complex testing processes for candidates, such as fire and police, that involves multi -phased processes requiring extensive staff time. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby approves and ratifies the Agreement with the City of Chula Vista in the not to exceed amount of $50,000 for staff support in the performance of recruitment and selection of candidates for City of National City employment, which expires on August 31, 2014. Said Agreement is on file in the Office of the City Clerk. PASSED and ADOPTED this 15th day of October, 2013. Ron Morrison, Mayor ATTEST: Michael R. Dalla, City Clerk APPROVED AS TO FORM: Claudia Gacitua Silva City Attorney CITY OF NATIONAL CITY Office of the City Clerk 1243 National City Blvd., National City, California 91950 619-336-4228 phone / 619-336-4229 fax Michael R. Dalla, CMC - City Clerk CITY OF CHULA VISTA Human Resources Services Lilia Munoz (HR) Forwarded Copy of Agreement to City of Chula Vista