AGREEMENT
THIS AGREEMENT (the "Agreement"), dated for purposes of identification only this day of , 2024, is made and entered into by and between the CITY OF ANAHEIM, a municipal corporation, hereinafter referred to as "ANAHEIM,"
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THE SEGAL COMPANY (WESTERN STATES), INC., a Maryland corporation doing business as "Segal," hereinafter referred to as "CONSULTANT." ANAHEIM and CONSULTANT are sometimes individually referred to herein as "Party" and collectively as "Parties."
WITNESSETH:
WHEREAS, the parties have previously entered into a written agreement dated August 15, 2023, to conduct a citywide classification and compensation study and provide recommendations;
WHEREAS, the parties wish to enter into this Agreement (hereinafter, the "Agreement") for additional services related to the citywide classification and compensation study provided by CONSULTANT, including the completion of market data updates, an additional salary structure model, and implementation of the completed classification and compensation study. A more detailed scope is attached as Exhibit A; and WHEREAS, CONSULTANT represents that it is qualified to perform the professional consulting services described in this Agreement.
NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE MUTUAL
PROMISES, COVENANTS AND CONDITIONS CONTAINED HEREIN, THE PARTIES HERETO AGREE AS FOLLOWS:
1. SERVICES TO BE PROVIDED BY CONSULTANT
Except as otherwise specified in this Agreement, CONSULTANT shall provide to ANAHEIM the labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately provide services in accordance with the "Scope of Work" attached hereto as Exhibit A and incorporated herein by reference.
2. TERM
The term of this Agreement shall commence on the effective date of this Agreement and shall terminate upon completion of the "Scope of Work" attached hereto as Exhibit A and incorporated herein by reference.
3. COMPENSATION
3.1 For the services described in the Scope of Work at Exhibit A as "Market Data Updates/Additional Salary Structure Model," ANAHEIM shall pay CONSULTANT, for services satisfactorily performed pursuant to this Agreement, and pursuant to invoices submitted as stated below, two (2) monthly installments of twenty-five thousand dollars ($25,000) each, and final monthly installment of twenty-five thousand dollars ($25,000). CONSULTANT and ANAHEIM agree that no changes to the monthly rate shall be made during the term of this Agreement.
3.2 For the Services described in the Scope of Work at Exhibit A as "Implementation Assistance" ANAHEIM shall pay CONSULTANT, for services satisfactorily performed pursuant to this Agreement, and pursuant to monthly invoices submitted as stated below pursuant to monthly invoices submitted as stated below, on an hourly basis at the rates stated in the Scope of Work at Exhibit A, up to a total amount of fifty thousand dollars ($50,000). It is understood by and agreed between the Parties to this Agreement that full and complete payment 2 for all services billed as "Implementation Services" pursuant to this Agreement shall not exceed fifty thousand dollars ($50,000).
3.3 The Parties agree that the Contract Amount set forth below includes all out- of-pocket expenses of CONSULTANT, with the exception of extraordinary expenses or travel- related costs pre-approved by the City Manager. CONSULTANT shall not be reimbursed for any other expenses.
3.4 It is understood by and agreed between the Parties to this Agreement that full and complete payment for all services pursuant to this Agreement shall not exceed one hundred twenty-five thousand dollars ($125,000) ("Contract Amount"). ANAHEIM'S Human Resources Director, or his or her designee, may designate in writing additional work closely related to the Scope of Work in Exhibit A to be added to the Scope of Work, if such additional work is accepted in writing by CONSULTANT. However, it is understood and agreed between the Parties to this Agreement that the amount to be paid for such added services shall not exceed fifty thousand dollars ($50,000) such that the total amount paid under this Contract shall not, under any circumstances, exceed one hundred seventy-five thousand dollars ($175,000). The amount for any authorized additional work, described above, shall be billed and paid in such installments as may be agreed upon by CONSULTANT and ANAHEIM's Human Resources Director.
3.5 CONSULTANT shall submit monthly invoices to ANAHEIM for work performed during the billing period. ANAHEIM shall pay CONSULTANT within thirty (30) days after approval of the invoice by ANAHEIM staff by electronic funds transfer (e.g. ACH or wire) in immediately available funds, as specified in the applicable invoice.
4. RESERVED
3 5. STANDARD OF CARE
5.1 CONSULTANT shall perform all services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. CONSULTANT represents and maintains that it is skilled in the professional calling necessary to perform the services required by this Agreement. By delivery of completed work, CONSULTANT certifies that the work conforms to the requirements of this Agreement; all applicable federal, state and local laws; and the professional standard of care.
5.2 CONSULTANT represents and warrants to ANAHEIM that it has, shall obtain, and shall keep in full force in effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of CONSULTANT to practice its profession.
6. INDEPENDENT CONTRACTOR
6.1 Neither ANAHEIM nor any of its employees shall have any control over the manner, mode or means by which CONSULTANT performs the services required herein, except as otherwise set forth herein. Except as expressly provided herein, ANAHEIM shall have no voice in the selection, discharge, supervision or control of CONSULTANT or its representatives, contractors, or agents, or in fixing their number, compensation or hours of service.
CONSULTANT shall perform all services required herein as an independent contractor of ANAHEIM and shall remain at all times, as to ANAHEIM, a wholly independent contractor with only such obligations as are consistent with that role. CONSULTANT shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of ANAHEIM. ANAHEIM shall not in any way or for any purpose become or be deemed to be a 4 partner of CONSULTANT in its business or otherwise or a joint venture or a member of any joint enterprise with CONSULTANT.
6.2 In consideration for the compensation paid to CONSULTANT by ANAHEIM, CONSULTANT agrees that ANAHEIM shall not be liable or responsible for any benefits, including, but not limited to, worker's compensation, disability, retirement, life, unemployment, health or any other benefits, and CONSULTANT agrees that it shall not sue or file a claim, petition or application therefor against ANAHEIM or any of its officers, employees, agents, representatives or sureties.
7. INSURANCE
7.1 Without limiting ANAHEIM'S right to indemnification, it is agreed that CONSULTANT shall secure, prior to commencing any activities under this Agreement, and maintain, during the term of this Agreement, insurance coverage as follows:
.01 Workers' Compensation Insurance as required by California law and Employers Liability Insurance in an amount not less than One Million Dollars ($1,000,000) per occurrence/accident/illness/injury.
.02 Commercial General Liability Insurance, including coverage for Premises and Operations, Contractual Liability, Personal Injury Liability, Products/Completed Operations Liability, as well as Independent CONSULTANT'S Liability where appropriate, in an amount not less than Two Million Dollars ($2,000,000) per occurrence, Four Million Dollars ($4,000,000) annual aggregate, written on an occurrence form. Such insurance shall be written on a primary basis but may include a deductible or self-insured retention of more than Ten Thousand Dollars ($10,000) per occurrence, provided that such deductible or self-insured retention is disclosed to ANAHEIM, in writing, at the inception of this Agreement. 5 .03 Commercial Automobile Liability Coverage as required by California law including—as applicable—non-owned, and hired autos, in an amount not less than Two Million Dollars ($2,000,000) per occurrence, combined single limit, .04 Professional Liability Insurance, inclusive of Cyber Liability Insurance, where required in an amount not less than Two Million Dollars ($2,000,000) per claim.
Such insurance shall be written on a primary basis but may include a deductible or self-insured retention of more than Ten Thousand ($10,000) per occurrence or claim, provided that such deductible or self-insured retention is disclosed to ANAHEIM, in writing, at the inception of this Agreement.
7.2 Any required coverage written with primary and excess layers to satisfy the minimum requirements of this Agreement must be submitted for approval by ANAHEIM' s Risk Manager prior to the inception of the final Agreement.
7.3 CONSULTANT agrees that this insurance shall not be voluntarily cancelled by CONSULTANT or limited in scope or coverage by CONSULTANT until after thirty (30) days prior written notice has been given to the City Clerk, City of Anaheim, 200 S. Anaheim Blvd., Anaheim, CA 92805. This does not apply to cancellation for non-payment of premium, which requires notice of not less than ten (10) days.
7.4 Each insurance policy required by this Agreement, except policies for Professional Liability and Workers' Compensation, shall contain the following clauses or shall otherwise provide for the following conditions:
.01 "It is agreed that any insurance maintained by CONSULTANT pursuant to this Agreement shall be primary to, and not contribute with, any insurance or self- insurance maintained by the City of Anaheim."
6 .02 "The City of Anaheim, its officers, agents, employees, representatives and ANAHEIM- designated volunteers are added as additional insured as respects the acts, omissions, operations and activities of, or on behalf of, the named insured, in regard to products supplied to, or work or services performed for, or related to, the City of Anaheim."
7.5 Prior to commencing any work under this Agreement, CONSULTANT shall deliver to ANAHEIM insurance certificates confirming the existence of the insurance required under this Agreement, and including the applicable clauses referenced above. Also, within thirty (30) days of the execution date of this Agreement, CONSULTANT shall provide ANAHEIM (I) endorsements to the insurance policies that add to these policies the applicable clauses referenced above, or (ii) in lieu of said endorsements, documentation acceptable to ANAHEIM evidencing that the coverage, terms, and conditions set forth in the above-referenced clauses are otherwise included in said insurance policies. Insurance required hereunder shall be placed with insurers (i) admitted to write insurance in California, (ii) possessing an A. M Best's rating of A VII or higher, or (iii) otherwise acceptable to ANAHEIM, with prior written permission from ANAHEIM. In the event that a claim or other legal action is filed against ANAHEIM, and if ANAHEIM, in its good faith opinion, believes it may have coverage under any of the insurance required herein, then ANAHEIM has the right to demand, and to receive within a reasonable time period, copies of the insurance policies related to such required insurance; provided, however, that this provision shall not apply if the parties agree that CONSULTANT shall fully defend, hold harmless, and indemnify ANAHEIM against any such claim or other legal action.
In addition to other remedies ANAHEIM may have if CONSULTANT fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, ANAHEIM may, at its sole option:
7 .01 Order CONSULTANT to stop work under this Agreement and/or withhold any payment(s) that become due to CONSULTANT hereunder until CONSULTANT demonstrates compliance with the requirements hereof;
.02 Instruct CONSULTANT to stop work under this Agreement and/or withhold any payment(s) which become due to CONSULTANT hereunder until CONSULTANT demonstrates compliance with the requirements hereof;
.03 Terminate this Agreement.
Exercise of any of the above remedies, however, is an alternative to other remedies ANAHEIM may have and is not the exclusive remedy for CONSULTANT'S failure to maintain insurance or secure appropriate endorsements.
7.6 Nothing herein contained shall be construed in any way as limiting the extent that a CONSULTANT may be held responsible for payments of damages to persons or property resulting from CONSULTANT'S, (or CONSULTANT'S AGENT or SUB-AGENT, if any) performance of the work covered under this Agreement.
7.7 In the event CONSULTANT hires other persons or firms to perform some of the work related to this Agreement, CONSULTANT shall ensure (i) that the acts or omissions of such persons or firms are covered under the above-referenced liability insurance, or (ii) that such firms maintain insurance equal to or better than, and subject to the same limits, terms and conditions as, the insurance required of CONSULTANT under this Agreement (except for firms that are not performing professional services—such firms shall not be required to carry the above- referenced professional liability insurance); and in either instance, CONSULTANT shall provide, or cause to be provided, evidence of such insurance coverage, reasonably acceptable to ANAHEIM.
8 7.8 ANAHEIM'S Risk Manager is hereby authorized to amend the requirements set forth herein in the event such reduction is in ANAHEIM'S best interest.
8. INDEMNIFICATION
8.1 As respects acts, errors or omissions in the performance of professional services, CONSULTANT agrees to indemnify and hold harmless ANAHEIM, its officials, officers, and employees from and against any and all claims, losses, damages, defense costs, or liability, of any kind or nature, directly arising out of the negligent acts, errors or omissions of the CONSULTANT or any SUB-AGENT in the performance of professional services under this Agreement.
8.2 As respects all acts, errors or omissions that do not arise directly out of the performance of professional services, including but not limited to those acts, errors or omissions typically covered by general and automobile liability insurance, CONSULTANT agrees to indemnify, defend (at ANAHEIM'S option), and hold harmless ANAHEIM, its officials, officers, employees, agents, and representatives from and against any and all claims, losses, damages, defense costs, or liability, of any kind or nature (collectively referred to hereinafter as "Claims"), arising out of or in connection with CONSULTANT'S (or CONSULTANT"S AGENT or SUB- AGENT, if any) acts, errors, omissions, or work, relative to this Agreement, except for those Claims that arise out of the sole negligence or willful misconduct of ANAHEIM.
8.3 The obligations set forth in this indemnification provision (i) shall be in effect without regard to whether ANAHEIM, CONSULTANT or any other person or entity maintains or fails to maintain insurance coverage or a self-insurance program, for any such Claim(s); and (ii) shall survive the termination of this Agreement. 9 9. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
The Parties recognize that a substantial inducement to ANAHEIM for entering into this Agreement is the professional reputation, experience and competence of CONSULTANT.
Neither the whole nor any interest in, nor any of the rights or privileges granted under this Agreement shall be assigned, transferred or encumbered in any way without the prior written consent of ANAHEIM. CONSULTANT represents that it may request ANAHEIM' s consent to re-assign its rights or delegate performance to one of its affiliates that is wholly owned by the same parent company (The Segal Group, Inc.) and operating under the same trade name (Segal); provided that there is no change in primary personnel performing services or to the ownership structure of The Segal Group, Inc. Any such purported assignment, transfer, encumbrance, pledge, sub use, or permission given without such consent shall be void as to ANAHEIM. If ANAHEIM approves an assignment or transfer, this Agreement and the covenants and conditions contained herein shall be binding upon and inure to the benefit of and shall apply to the permitted successors and assigns of CONSULTANT.
10. SUBCONTRACTING
CONSULTANT warrants and represents that it shall not use any subcontractor to perform work or services required under this Agreement, unless approved in writing by ANAHEIM.
11. USE AND OWNERSHIP OF DOCUMENTS AND DATA
11.1 ANAHEIM shall furnish to CONSULTANT such documents and materials (collectively, "ANAHEIM Information") as may be relevant and pertinent to the provision of services hereunder as ANAHEIM may possess or acquire. CONSULTANT will have the right to reasonably rely on the accuracy and completeness of ANAHEIM Information and will have no 10 responsibility for independently verifying or checking ANAHEIM Information for accuracy or completeness. ANAHEIM acknowledges and agrees that CONSULTANT shall have no liability for errors resulting from latent defects in ANAHEIM Information or ANAHEIM's failure to notify CONSULTANT of changes to ANAHEIM Information.
11.2 All documents and materials furnished by ANAHEIM to CONSULTANT, pursuant to Section 11.1, shall remain the property of ANAHEIM and shall, be returned to ANAHEIM upon termination of this Agreement, for any reason. In addition to the Services, CONSULTANT is authorized to use ANAHEIM Information for internal purposes and may aggregate ANAHEIM Information with other data collected by CONSULTANT and distribute such data, or analysis of such data, to third parties, provided such distributed data does not identify ANAHEIM or any ANAHEIM participants or beneficiaries. For the avoidance of doubt, CONSULTANT will not sell or otherwise receive remuneration for ANAHEIM Information or materials derived from ANAHEIM Information.
11.3 ANAHEIM acknowledges that, in providing the Services, CONSULTANT will distribute or make available certain proprietary materials ("CONSULTANT' s Proprietary Information"), including, but not limited to, publications, software, know-how, techniques, methodologies and report formats. Except to the extent that they are or incorporate CONSULTANT' s Proprietary Information, all documents or material prepared or caused to be prepared by CONSULTANT in the course of implementing this Agreement (collectively, the "Deliverables"), shall become the exclusive property of ANAHEIM, and ANAHEIM shall have the sole right to use such materials in its discretion without further compensation to CONSULTANT or any other party. To the extent that CONSULTANT' s Proprietary Information is incorporated into such Deliverables, ANAHEIM will have a perpetual, fully paid, non-exclusive, 11 non-transferable and non-sublicensable right to use, copy, and modify CONSULTANT' s Proprietary Information as part of the Deliverables for their intended purpose. CONSULTANT will not have any responsibility or liability for use of any Deliverable in any manner other than for the intended purpose. CONSULTANT shall, at CONSULTANT' s sole cost and expense, provide copies of such documents and material to ANAHEIM upon prior written request.
11.4 CONSULTANT understands that ANAHEIM is a government agency subject to transparency and open government laws including, but not limited to, the Public Records Act. CONSULTANT further understands that ANAHEIM may release copies of the Deliverables, or any other communications or information provided by CONSULTANT in response to a request under any applicable public disclosure law.
12. CONFIDENTIALITY
All documents, including drafts, preliminary drawings or plans, notes, ideas and communications that result from the services provided under this Agreement, shall be kept confidential by CONSULTANT unless ANAHEIM authorizes, in writing, the release of said information.
13. INTELLECTUAL PROPERTY INDEMNITY
CONSULTANT shall defend and indemnify ANAHEIM, its agents, officers, representatives and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by CONSULTANT to ANAHEIM pursuant to this Agreement. Notwithstanding anything to the contrary herein, CONSULTANT shall not have any liability whatsoever for any claim of infringement based on (i) use of any of the Deliverables by the ANAHEIM in a manner contrary to their intended use if the infringement would have been 12 avoided by use of the in accordance with their intended use, (ii) modification of the Deliverables by any party other than CONSULTANT if the infringement would have been avoided without such modification, or (iii) the combination or use of the Deliverables with materials or intellectual property not furnished by CONSULTANT if such infringement would have been avoided by use of the Deliverables alone.
14. RECORDS
CONSULTANT shall keep records and invoices in connection with the work to be performed under this Agreement. CONSULTANT shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures and disbursements charged to ANAHEIM, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to CONSULTANT under this Agreement.
All such records and invoices shall be clearly identifiable. CONSULTANT shall allow a representative of ANAHEIM to examine, audit and make transcripts or copies of such records and any other documents created, pursuant to this Agreement, upon reasonable notice and during regular business hours. Subject to mutual agreement as timing and scope, CONSULTANT shall allow inspection of all work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to CONSULTANT under this Agreement.
15. WITHHOLDINGS
ANAHEIM may withhold payment to CONSULTANT of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. CONSULTANT shall not discontinue work as a result of such withholding. CONSULTANT shall have an immediate right 13 to appeal to the City Manager or his/her designee with respect to such disputed sums and his/her decision shall be final. CONSULTANT shall be entitled to receive interest on any withheld sums at the rate of return that ANAHEIM earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld.
16. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional inexperience of CONSULTANT which result in expense to ANAHEIM greater than what would have resulted if there were not errors or omissions in the work accomplished by CONSULTANT, the additional cost and expense shall be borne by CONSULTANT. Nothing in this paragraph is intended to limit ANAHEIM' s rights under the law or any other sections of this Agreement.
17. ANAHEIM'S RIGHT TO EMPLOY OTHER CONSULTANTS
CONSULTANT acknowledges and agrees that this Agreement and the provision of services hereunder are nonexclusive, and that ANAHEIM may enter into similar agreements with other entities for the provision of similar services.
18. CONFLICTS OF INTEREST
18.1 CONSULTANT represents that neither it nor any of its officers, partners or employees has a financial interest, as defined in Section 87103 of the Government Code, in the subject matter of this Agreement other than the right to receive payment from ANAHEIM for services rendered.
18.2 CONSULTANT agrees that it shall not make, participate in making, nor in any way attempt to use its position as consultant to influence any decision of ANAHEIM in which CONSULTANT knows, or has reason to know, that any of its officers, partners or employees has a financial interest as defined in Section 87103 of the Government Code. 14 18.3 CONSULTANT warrants that neither CONSULTANT nor any of its officers, partners or employees, has any financial interest in any real property, building or structure within 2,500 feet of the location of any project or assignment to which this Agreement may apply in the City of Anaheim. CONSULTANT agrees to disclose to ANAHEIM any financial interest in such property as may be acquired by its officers, partners or employees during the term of this Agreement.
19. NOTICES
All notices, demands or other writings to be made, given or sent hereunder, or which may be so given or made or sent by either ANAHEIM or CONSULTANT to the other shall be deemed to have been given when in writing and personally delivered or if mailed on the third (3rd) day after being deposited in the United States mail, certified or registered, postage prepaid, and addressed to the respective Parties at the following addresses:
If to ANAHEIM: ANAHEIM City Clerk
City of Anaheim
200 S. Anaheim Boulevard, 2nd Floor
Anaheim, California 92805
FAX No. (714) 765-4105
With copies to: Human Resources Director
City of Anaheim
201 S. Anaheim Blvd., 5th Floor
Anaheim, CA 92805
FAX No. (714) 765-5164
To CONSULTANT: General Counsel
The Segal Group
333 West 34th Street
New York, NY 10001-2402
Contract Notice(i -)t sezlco .com
With copies to: TL Cox
Segal
[email protected]
15 20. ENFORCEMENT OF AGREEMENT
20.1 Events of Default.
.01 For purposes of this Section 20, the word "Default" shall mean the failure of CONSULTANT to perform any of CONSULTANT's duties or obligations or the breach by CONSULTANT of any of the terms and conditions set forth in this Agreement. In addition, CONSULTANT shall be deemed to be in Default upon CONSULTANT's (i) application for, consent to, or suffering of, the appointment of a receiver, trustee or liquidator for all or a substantial portion of its assets; (ii) making a general assignment for the benefit of creditors; (iii) being adjudged bankrupt; (iv) filing a voluntary petition or suffering an involuntary petition under any bankruptcy, arrangement, reorganization or insolvency law (unless in the case of an involuntary petition, the same is dismissed within thirty (30) days of such filing); or (v) suffering or permitting to continue unstayed and in effect for fifteen (15) consecutive days any attachment, levy, execution or seizure of all or a substantial portion of CONSULTANT's assets or of CONSULTANT's interests hereunder.
.02 ANAHEIM shall not be deemed to be in Default in the performance of any obligation required to be performed by ANAHEIM hereunder unless and until ANAHEIM has failed to perform such obligation for a period of thirty (30) days after receipt of written notice from CONSULTANT specifying in reasonable detail the nature and extent of any such failure; provided, however, that if the nature of ANAHEIM' s obligation is such that more than thirty (30) days are required for its performance, then ANAHEIM shall not be deemed to be in Default if ANAHEIM shall commence to cure such performance within such thirty (30) day period and thereafter diligently prosecute the same to completion. 16 20.2 Immediate Termination for CONSULTANT's Default. In the event of any Default by CONSULTANT, ANAHEIM may immediately terminate this Agreement. Such termination shall be effective immediately upon receipt by CONSULTANT of written notice from ANAHEIM. In such event, CONSULTANT shall have no further rights hereunder, and ANAHEIM shall have all other rights and remedies as provided by law.
20.3 Termination Without Cause. Either of the Parties may terminate this Agreement at any time without the necessity of cause or Default by giving thirty (30) days written notice to the other Party.
21. COMPLIANCE WITH ALL LAWS
CONSULTANT shall at its own cost and expense comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted, and including, but not limited to, the laws and regulations that prohibit the use of public funds for campaign activities or personal use. In addition, all work prepared by CONSULTANT shall conform to applicable local, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the City Manager.
22. WAIVER
A waiver by either Party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character.
23. INTEGRATED CONTRACT
This Agreement and Exhibit A hereto contain the entire agreement of ANAHEIM and CONSULTANT with respect to the matters covered hereby, and no agreement, statement or 17 promise made by either ANAHEIM or CONSULTANT which is not contained herein, shall be valid or binding. No prior agreement, understanding or representation pertaining to any such matter shall be effective for any purpose.
24. CONFLICTS OR INCONSISTENCIES
In the event there are any conflicts or inconsistencies between this Agreement and Exhibit A, or any other documents attached hereto, the terms of this Agreement shall govern.
25. INTERPRETATION
Each Party acknowledges that he/she/it has had the benefit of advice of competent legal counsel with respect to its decision to enter this Agreement. The provisions of this Agreement shall be interpreted to give effect to their fair meaning and shall be construed as prepared by both Parties.
26. AMENDMENTS
This Agreement may be modified or amended only by a written document executed by both CONSULTANT and ANAHEIM and approved as to form by the City Attorney.
27. SEVERABILITY
If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, or the application of its terms and provisions to persons and circumstances other than those to which it has been held invalid or unenforceable shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
18 28. REMEDIES CUMULATIVE
The remedies given to ANAHEIM and CONSULTANT herein shall be cumulative and are given without impairing any other rights given ANAHEIM or CONSULTANT by statute or law now existing or hereafter enacted and the exercise on anyone (1) remedy by ANAHEIM or CONSULTANT shall not exclude the exercise of any other remedy.
29. NO THIRD-PARTY BENEFICIARIES
The Parties intend that neither rights nor remedies be granted to any third party as a beneficiary of this Agreement or of any covenant, duty, obligation or undertaking established herein.
30. CONTROLLING LAW AND VENUE
The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange.
31. DISCRIMINATION
CONSULTANT agrees not to discriminate against any person or class of persons by reason of sex, color, race, creed, religion, marital status, handicap, ancestry, national origin or other prohibited basis in its provision of services under this Agreement. To the extent this Agreement provides that CONSULTANT offer accommodations or services to the public, such accommodations or services shall be offered by CONSULTANT to the public on fair and reasonable terms.
32. AUTHORITY
Each individual executing this Agreement on behalf of a corporation, nonprofit corporation, partnership or other entity or organization, represents and warrants that it or she is 19 duly authorized to execute and deliver this Agreement on behalf of such entity or organization and that this Agreement is binding upon the same in accordance with its terms. CONSULTANT shall, at ANAHEIM' s request, deliver a certified copy of its governing board's resolution or certificate authorizing or evidencing such execution.
33. EFFECTIVE DATE
This Agreement shall be effective on the date it is signed by ANAHEIM ("Effective Date").
[SIGNATURES ON FOLLOWING PAGE]
20 APPROVED AS TO FORM:
By:
Dated:
Attachment: Exhibit A (Scope of Work)
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the dates hereinafter respectively set forth.
DATE OF EXECUTION: CITY OF ANAHEIM
a Municipal Corporation
By:
"ANAHEIM"
ATTEST:
By:
City Clerk of Anaheim
DATE OF EXECUTION: The Segal Company (Midwest), Inc.
_.---------
By:
Title: Vice President
Printed Name: TL Cox
"CONSULTANT"
21 EXHIBIT A
SCOPE OF WORK
Market Data Updates/Additional Salary Structure Model
I Assumes the following:
Update total compensation market assessment comparative analysis, in percentiles, as directed by the City representing the minimum, midpoint, and maximum. This includes a second set of detailed market data tables, as directed by the City, and updating six (6) separate total compensation reports (one each of Classic and PEPRA for general, police, and fire benchmark classifications). • A second salary structure model for pay ranges, as directed by the City, in percentiles to include no more than three (3) separate cost scenarios. • Amendment does not supersede original scope of work performance measures; to include any original scope of work is still in progress. $75,000
Implementation Assistance
• One (1) onsite meeting with stakeholders, as directed by the City. • Virtual meetings with stakeholders as directed by the City.
Analysis of and responses to classification/grade change requests made by the City. • City Council onsite presentation Cost includes all travel and related expenses. • Implementation assistance and training on Segal market database. $60,000
*Segal
City of Anaheim
Scope of Work for Market Data Updates/Additional
Salary Structure Model and implementation
TOTAL FIXED FEE I $125,000
1. Timing. September 1, 2024 through completion or through not-to-exceed amount.
2. Fees and Expenses.
(a) Professional Fees. Segal's fee for the scope described is $125,000.00. (b) Contingency Fee. Additional scope of work, as needed and requested by the City for any ad-hoc assistance or related implementation: $50,000.
3. Billing.
(a) Market Data Updates/Additional Salary Structure Model. Segal will bill its fees in two (2) equal installments of $25,000 and a final invoice of $25,000 upon project completion.
(b) Implementation Assistance. Segal will bill on an hourly, time charges basis, at the rates indicated below.
Vice President $475
Consultant $365
Associate Consultant $320
Senior Associate $280
Associate $235
*Segal 2