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Home My WebLink AboutHR DYNAMICS & PERFORMANCE MANAGEMENTINSURANCE NOT ON FILE MAYOR WORK MAY NOT PROCEED Miguel A Pulldo MAYOR PRO TEM LERK OF COUNCIL Juan illes COUNCILLMEMBER E• Cecilia Iglesias NOV 0 2019 David PenalT r Vicente Sarmiento (t� Jose Solorlo 0 D r~,r (�)Vl ° CITY OF SANTA ANA CITY ATTORNEY'S OFFICE 20 Civic Center Plaza • P.O. Box 1988 Santa Ana, California 92702 v .santa-ana.ora September 4, 2019 HR Dynamics &`Performbrice141anagdmeet, Inc. Rhonda D. Strout -Garcia, Principal Consultant Rhondana.HRDPM.com Re: Letter Agreement for Review and Assessment Services. Dear Ms. Strout -Garcia, N-2019-222 CITY MANAGER Kristine Ridge CITY ATTORNEY Soda R. Carvalho CLERK OF THE COUNCIL Daisy Gomez This letter shall be our Agreement ("Letter Agreement") regarding the information services ("Services') to be provided by HR Dynamics and Performance Management, Inc. ("Consultant") as an independent contractor to the City of Santa Ana (the "City') in relation to the City's desire for an independent third -party to provide as -needed review and assessment of employee complaint(s) against their supervisor(s). ("Project'). The Services are to be provided to the City Attorney's Office and the information is to be deemed confidential and privileged. When needed, a representative from the City Attorney's Office will reach out to Consultant and provide information about the nature of the specific Project including any written complaints. Once a Project has been assigned and accepted pursuant to this Agreement, the Services shall be completed within thirty (30) days, unless Consultant and City mutually agree to a different completion date. Consultant shall produce a written assessment to the City Attorney which assessment is intended to be used by the City Manager in responding to complaints made by employees. The term of this Letter Agreement shall be from September 4, 2019 to September 3, 2021, unless earlier terminated as provided herein. Consultant shall complete the Services within the period mutually agreed upon by Consultant and City, and shall meet any other established schedules and deadlines. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete any Services pending upon expiration of this Agreement. Consultant shall perform all Services under this Letter 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, and consistent with all applicable laws. Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services and shall be maintained throughout the term of this Letter Agreement. The Consultant shall bill at an hourly rate of $125.00 and the total compensation shall not exceed twenty thousand dollars ($20,000) without written approval of the City Manager and approval of the City Council. Letter Agreement with HR Dynamics &. Performance Management, Inc. September 4, 2019 Page 2 of 3 Consultant's invoices shall include a description of the Services performed. Invoices shall be submitted to the City Attorney's office as performance of the Services progresses. The City shall review and pay the approved charges on such invoices in a timely manner. This Agreement includes payment for services rendered since April 2019 under the previous Agreement (dated February 2018). The City may terminate this Letter Agreement at anytime with or without cause. If the City finds it necessary to terminate this Letter Agreement without cause before a pending Project completion, Consultant shall be entitled to be paid in full for those Services adequately completed prior to the notification of termination. Consultant may terminate this Letter Agreement only upon 30 calendar days' written notice to the City only in the event of City's failure to perform in accordance with the terms of this Letter Agreement through no fault of Consultant. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code, which require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. Finally, Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment in violation of state or federal law. As provided for in the indemnity obligations of this Letter Agreement, Consultant shall indemnify City against any alleged violations of this paragraph, including, but not limited to, any fines or penalties imposed by any governmental agency. This Letter Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Letter Agreement, the action shall be brought in a state or federal court situated in Orange County, State of California. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Consultant must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Consultant. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant shall be barred from bringing and maintaining a valid lawsuit against the City. If either Party commences an action against the other Party, either legal, administrative or otherwise, arising out of or in connection with this Letter Agreement, the prevailing Party shall be entitled to recover all reasonable fees and costs incurred, including reasonable attorneys fees, as determined by the court. Consultant shall not assign, sublet, or transfer this Letter Agreement or any rights under or interest in this Letter Agreement without the written consent of the City, which may be withheld for any reason. This Letter Agreement may not be modified or altered except in writing signed by both parties. Except to the extent expressly provided for in the termination paragraph, there are no intended third party beneficiaries of any right or obligation of the Parties. This is an integrated Letter Agreement representing the entire understanding of the parties as to those matters contained herein, and supersedes and cancels any prior oral or written understanding or representations with respect to matters covered hereunder. Since the Patties or their agents have participated fully in the preparation of this Letter Agreement, the language of this Letter Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. The captions of the various paragraphs are for convenience SANTA ANA CITY COUNCIL Utlq A l t= jo." i g. VCM.sxMn.w 0.Nd PC111YpZa J e$0.0 VBC®il Gain kp MAyN Afaym Pro Tem• WIM 5 WAM z WaM 2 WAM 3 Wa 4 WAM $ mw�•o>Zsnm. ma me ,h29989.'ID2tftaAns9 I4E^_3KA§ dMl_d29 AVN-922A=Am= Letter Agreement with HR Dynamics & Performance Management, Inc. September 4, 2019 Page 3 of 3 and ease of reference only, and do not define, limit, augment, or describe the scope, content or intent of this Letter Agreement. Consultant warrants that the individual who has signed this Letter Agreement has the legal power, right and authority to make this Letter Agreement and bind the Consultant hereto. If you agree with the terms of this Letter Agreement, please indicate by signing and dating two originals where indicated below and return both to the undersigned. Once the documents are fully executed, one original will be returned to you for your records. ATTEST: -L,Clerk of e Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: f�. lLOyt c Laura A. Rossini Senior Assistant City Attorney V- CITY OF SANTA ANA FMISTINE RIDGn City Manager HR DYNAMICS & PERFORMANCE, INC. Reviewed and Accepted by: Rhonda Stout -Garcia Owner Date: SANTA ANA CITY COUNCIL M�g.M A PY4fl0 J1 an W09. Viabn090,vna, D..d PM910. JO,! salwo Vacant C,tw. IgIyLJB Mayor Mayor Pro Tam. Wap 5 viano 1 Want 2 Woro 9 Ward 4 Wartl b M29Ua3JWene era i�Mlfyydy�i ama.aan as UX!1 p[&,Ea"M a9 a mduno&,anyydtyvg Mr,xianx•tr.va