CONTRACT 6435 Professional Services Agreement CLOSEDAgreement No. 6435
AGREEMENT NO.
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF EL SEGUNDO AND
KRAMER WORKPLACE INVESTIGATIONS
FOR PROFESSIONAL CONSULTANT SERVICES
THIS AGREEMENT is entered into this 27th day of June 2022, by and between the
CITY OF EL SEGUNDO, a municipal corporation organized under the laws of the state
of California ("CITY") and KRAMER WORKPLACE INVESTIGATIONS, a California
corporation ("CONSULTANT").
1. CONSIDERATION.
A. As partial consideration, CONSULTANT agrees to perform the work listed
in Section 2, below;
B. As additional consideration, CONSULTANT and CITY agree to abide by the
terms and conditions contained in this Agreement
C. As additional consideration, CITY agrees to pay CONSULTANT a sum not
to exceed $25,000 for CONSULTANT's services. CITY may modify this
amount as set forth below. Unless otherwise specified by written
amendment to this Agreement, CITY will pay this sum as specified in the
attached Exhibit 'A" which is incorporated by reference.
2. SCOPE OF SERVICES,.
A. CONSULTANT will perform services listed in the attached Exhibit "A," which
is incorporated by reference.
B. CONSULTANT will, in a professional manner, furnish all of the labor,
technical, administrative, professional and other personnel, all supplies and
materials, equipment, printing, vehicles, transportation, office space and
facilities, and all tests, testing and analyses, calculation, and all other means
whatsoever, except as herein otherwise expressly specified to be furnished
by CITY, necessary or proper to perform and complete the work and provide
the professional services required of CONSULTANT by this Agreement.
3. PERFORMANCE STANDARDS. While performing this Agreement, CONSULTANT
will use the appropriate generally accepted professional standards of practice existing at
the time of performance utilized by persons engaged in providing similar services. CITY
will continuously monitor CONSULTANT's services. CITY will notify CONSULTANT of
any deficiencies and CONSULTANT will have 15 days after such notification to cure any
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shortcomings to CITY's satisfaction. Costs associated with curing the deficiencies will be
borne by CONSULTANT.
4. PAYMENTS. For CITY to pay CONSULTANT as specified by this Agreement,
CONSULTANT must submit a detailed invoice to CITY which lists the hours worked and
hourly rates for each personnel category and reimbursable costs (all as set forth in Exhibit
"A') the tasks performed, the percentage of the task completed during the billing period,
the cumulative percentage completed for each task, the total cost of that work during the
preceding billing month and a cumulative cash flow curve showing projected and actual
expenditures versus time to date.
5. NON -APPROPRIATION OF FUNDS. Payments due and payable to CONSULTANT
for current services are within the current budget and within an available, unexhausted
and unencumbered appropriation of the CITY. In the event the CITY has not appropriated
sufficient funds for payment of CONSULTANT services beyond the current fiscal year,
this Agreement will cover only those costs incurred up to the conclusion of the current
fiscal year.
6. ADDITIONAL WORK.
A. CITY's City Manager ("Manager") may determine, at the Manager's sole
discretion, that CONSULTANT must perform additional work ("Additional
Work") to complete the Scope of Work. If Additional Work is needed, the
Manager will give written authorization to CONSULTANT to perform such
Additional Work.
B. If CONSULTANT believes Additional Work is needed to complete the Scope
of Work, CONSULTANT will provide the Manager with written notification
that contains a specific description of the proposed Additional Work,
reasons for such Additional Work, and a detailed proposal regarding cost.
C. Payments over $25,000 for Additional Work must be approved by CITY's
city council. All Additional Work will be subject to all other terms and
provisions of this Agreement.
7. POLITICAL REFORM ACT. CONSULTANT agrees that it will be considered a public
official subject to the Political Reform Act of 1974 for purposes of this Agreement.
CONSULTANT agrees and warrants that it has no financial interests which may be
materially affected by the project for which the Initial Study, as specified in the scope of
services, is being prepared. Such financial interests may include, without limitation,
interests in business entities, real property, or sources of income exceeding $500
received within the past year. CONSULTANT further warrants that, before executing this
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Agreement, it reviewed the Political Reform Act of 1974 and the Fair Political Practices
Commission regulations, including, without limitation, Chapter 7 of Title 2 of the California
Code of Regulations, Section 18700, et seq., in order to determine whether any conflict
of interest would require CONSULTANT to refrain from performing the professional
services contemplated herein or in any way attempting to use its official position to
influence the governmental decisions underlying the subject environmental clearances.
8. FAMILIARITY WITH WORK.
A. By executing this Agreement, CONSULTANT agrees that it has:
Carefully investigated and considered the scope of services to be
performed;
Carefully considered how the services should be performed; and
iii. Understands the facilities, difficulties, and restrictions attending
performance of the services under this Agreement.
B. If services involve work upon any site, CONSULTANT agrees that
CONSULTANT has or will investigate the site and is or will be fully
acquainted with the conditions there existing, before commencing the
services hereunder. Should CONSULTANT discover any latent or unknown
conditions that may materially affect the performance of the services,
CONSULTANT will immediately inform CITY of such fact and will not
proceed except at CONSULTANT's own risk until written instructions are
received from CITY.
9. TERM. The term of this Agreement will be from June 27, 2022 to June 30, 2023.
Unless otherwise determined by written amendment between the parties, this Agreement
will terminate in the following instances:
A. Completion of the work specified in Exhibit "A";
B. Termination as stated in Section 17.
10. TIME FOR PERFORMANCE.
A. CONSULTANT will not perform any work under this Agreement until:
CONSULTANT furnishes proof of insurance as required under
Section 24 of this Agreement; and
CITY gives CONSULTANT a written notice to proceed.
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B. Should CONSULTANT begin work on any phase in advance of receiving
written authorization to proceed, any such professional services are at
CONSULTANT's own risk.
11. TIME EXTENSIONS. Should CONSULTANT be delayed by causes beyond
CONSULTANT's control, CITY may grant a time extension for the completion of the
contracted services. If delay occurs, CONSULTANT must notify the Manager within 48
hours, in writing, of the cause and the extent of the delay and how such delay interferes
with the Agreement's schedule. The Manager will extend the completion time, when
appropriate, for the completion of the contracted services.
12. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the
main body of this Agreement takes precedence over the attached Exhibits; this
Agreement supersedes any conflicting provisions. Any inconsistency between the
Exhibits will be resolved in the order in which the Exhibits appear below:
Exhibit "A" - CONSULTANT's June 27, 2022 proposal.
13. CHANGES. CITY may order changes in the services within the general scope of this
Agreement, consisting of additions, deletions, or other revisions, and the contract sum
and the contract time will be adjusted accordingly. All such changes must be authorized
in writing, executed by CONSULTANT and CITY. The cost or credit to CITY resulting from
changes in the services will be determined in accordance with written agreement between
the parties.
14. TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a
Taxpayer Identification Number.
15. PERMITS AND LICENSES. CONSULTANT, at its sole expense, will obtain and
maintain during the term of this Agreement, all necessary permits, licenses, and
certificates that may be required in connection with the performance of services under,
this Agreement.
16. WAIVER. CITY's review or acceptance of, or payment for, work product prepared by
CONSULTANT under this Agreement will not be construed to operate as a waiver of any
rights CITY may have under this Agreement or of any cause of action arising from
CONSULTANT's performance. A waiver by CITY of any breach of any term, covenant, or
condition contained in this Agreement will not be deemed to be a waiver of any
subsequent breach of the same or any other term, covenant, or condition contained in
this Agreement, whether of the same or different character.
17. TERMINATION.
A. Except as otherwise provided, CITY may terminate this Agreement at any
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time with or without cause.
B. CONSULTANT may terminate this Agreement at any time with CITY's
mutual consent. Notice will be in writing at least 30 days before the effective
termination date,
Upon receivingonnotice, ! + immediately
Performance de thisAgreement otherwise provided
terminationprovided in the termination
any additional a performed by CONSULTANTreceiving
noticetermination be performed at CONSULTANT"own c�ost; CITY
not be obligated to compensate CONSULTANT for such work, I
D. Should termination occur, all finished or unfinished documents, data,
studies, surveys, drawings, maps, reports and other materials prepared by
CONSULTANT will, at CITY's option, become CITY's property, and
CONSULTANT will, receive just and equitable compensation for any work
satisfactorily, completed up to the effective date of notice of termination, not
to exceed the total costs under Section 1('C),
E. Shouldthe Agreement be terminated pursuant to this Section, CITY may
procure on its own terms services similar to those terminated.
F. By executing this document, CONSULTANT waives any and all claims for
damages that might otherwise arise from CITY's termination under this
Section.
18. OWNERSHIP OF DOCUMENTS. All documents, data, studies, drawings, maps,
models, photographs and reports prepared by CONSULTANT under this Agreement are
CITY's property. CONSULTANT may retain copies of said documents and materials as
desired, but will deliver all original materials to CITY upon CITY's written notice. CITY
agrees that use of CONSULTANT's completed work product, for purposes other than
identified in this Agreement, or use of incomplete work product, is at CITY's own risk.
19. PUBLICATION OF DOCUMENTS. Except as necessary for performance of service
under this Agreement, no copies, sketches, or graphs of materials, including graphic art
work, prepared pursuant to this Agreement, will be released by CONSULTANT to any
other person or public agency without CITY's prior written approval. All press releases,
including graphic display information to be published in newspapers or magazines, will
be approved and distributed solely by CITY, unless otherwise provided by written
agreement between the parties.
20. INDEMNIFICATION.
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A. CONSULTANT agrees to the following:
Indemnification for Professional Services. CONSULTANT will save
harmless and indemnify and at CITY's request reimburse defense
costs for CITY and all its officers, volunteers, employees and
representatives from and against any and all suits, actions, or claims,
of any character whatever, brought for, or on account of, any injuries
or damages sustained by any person or propertyresulting or arising
from any negligent or wrongful act, error or omission by
CONSULTANT or any of CONSULTANT's officers, agents,
employees, or representatives, in the performance of this
Agreement, except for such loss or damage arising from CITY's sole
negligence or willful misconduct.
Indemnification for other Damages. CONSULTANT indemnifies and
holds CITY harmless from and against any claim, action, damages,
costs (including, without limitation, attorney's fees), injuries, or
liability, arising out of this Agreement„ or its performance, except for
such loss or damage arising from CITY's ,sole negligence or willful
misconduct. Should CITY be named in any suit, or should any claim
be brought against it by suit or otherwise, whether the same be
groundless or not, arising out of this Agreement, or its performance,
CONSULTANT will defend CITY (at CITY's request and with counsel
satisfactory to CITY) and will indemnify CITY for any judgment
rendered against it or any sums paid out in settlement or otherwise.
B. For purposes of this section "CITY" includes CITY's officers, officials and
employees.
C. It is expressly understood and agreed that the foregoing provisions will
survive termination of this Agreement.
D. The requirements as to the types and limits of insurance coverage to be
maintained by CONSULTANT as required by Section 24, and any approval
of said insurance by CITY, are not intended to and will not in any manner
limit or qualify the liabilities; and obligations otherwise assumed by
CONSULTANT pursuant to this Agreement, including, without limitation, to
the provisions concerning inderanification.
21. ASSIGNABILITY. This Agreement is for CONSULTANT's professional services.
CONSULTANT's attempts to assign the benefits or burdens of this Agreement without
CITY's written approval are prohibited and will be null and void.
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22.INDEPENDENT CONTRACTOR. CITY and CONSULTANT agree that
CONSULTANT will act as an independent contractor and will have control of all work and
the manner in which is it performed. CONSULTANT will be free to contract for similar
service to be performed for other employers while under contract with CITY.
CONSULTANT is not an argent or employee of CITY and is not entitled to participate in
any pension plan, insurance, bonus or similar benefits CITY provides for its employees.
Any provision in this Agreement that may appear to give CITY the right to direct
CONSULTANT as to the details of doing the work or to exercise a measure of control
over the work means that CONSULTANT will follow the direction of the CITY as to end
results of the work only.
23. AUDIT OF RECORDS. CONSULTANT will maintain full and accurate records with
respect to all services and matters covered under this Agreement. CITY will have free
access at all reasonable times to such records, and the right to examine and audit the
same and to make transcript therefrom, and to inspect all program data, documents,
proceedings and activities. CONSULTANT will retain such financial and program service
records for at least three years after termination or final payment under this Agreement.
24. INSURANCE.
A. Before commencing performance under this Agreement, and at all other
times this Agreement is effective, CONSULTANT will procure and maintain
the following types of insurance with coverage limits complying, at a
minimum, with the limits set forth below:
Type of Insurance Limits
Commercial general liability: $2,000,000
Professional Liability $1,000,000
Business automobile liability $1,000,000
Workers compensation Statutory requirement
B. Commercial general' liability insurance will meet or exceed the requirements
of the most recent ISO-CGL Form. The amount of insurance set forth above
will be a combined single limit per occurrence for bodily injury, personal'
injury, and property damage for the policy coverage. Liability policies will be
endorsed to name CITY, its officials, and employees as "additional
insureds"" under said insurance coverage and to state that such insurance
will be deemed "primary" such that any other insurance that may be carried
by CITY will be, excess thereto. Such insurance will be on an "occurrence,"''
not a claims made," basis and will not be cancelable or subject to reduction
except upon 30 days prior written notice to CITY.
C. Professional liability coverage will be on an "occurrence basis" if such
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coverage is available, or on a "claims made" basis if not available. When
coverage is provided on a "claims made basis," CONSULTANT will continue
to renew the insurance for a period of three gears after this Agreement
expires or is terminated. Such insurance will have the sane coverage and
limits as the policy that was in effect during the term of this Agreement and
will cover CONSULTANT for all claims made by CITY arising out of any
errors or omissions of CONSULTANT, or its officers, employees or agents
during the time this Agreement was in effect,
D. Automobile coverage will be written on ISO (Business Auto Coverage Form
CA 00 01 06 92, including symbol 1 (Any Auto),
E. CONSULTANT will furnish to CITY duly authenticated Certificates of
Insurance evidencing maintenance of the insurance required under this
Agreement and such other evidence of insurance or copies of policies as
may be reasonably required by CITY from time to time. Insurance must be
placed with insurers with a current A.M. Best Company Rating equivalent
to at least a Rating of "A:VII."
F. Should CONSULTANT, for any reason, fail to obtain and maintain the
insurance required by this Agreement, CITY may obtain such coverage at
CONSULTANT's expense and deduct the cost of such insurance from
payments due to CONSULTANT under this Agreement or terminate
pursuant to Section 17.
G. Self -Insured Retention/Deductibles. All policies required by this Agreement
must allow CITY, as additional insured, to satisfy the self -insured retention
("SIR") and deductible of the policy in lieu of CONSULTANT (as the named
insured) should CONSULTANT fail to pay the SIR or deductible
requirements. The amount of the SIR or deductible is subject to the approval
of the City Attorney and the Finance Director. CONSULTANT understands
and agrees that satisfaction of this requirement is an express condition
precedent to the effectiveness of this Agreement. Failure by CONSULTANT
as primary insured to pay its SIR or deductible constitutes a material breach
of this Agreement. Should CITY pay the SIR or deductible on CITY's behalf
upon the CONSULTANT'S failure or refusal to do so in order to secure
defense and indemnification as an additional insured under the policy, CITY
may include such amounts as damages in any action against
CONSULTANT for breach of this Agreement in addition to any other
damages incurred by CITY due to the breach.
25. USE OF SUBCONTRACTORS. CONSULTANT must obtain CITY's prior written
approval to use any consultants while performing any portion of this Agreement. Such
approval must approve of the proposed consultant and the terms of compensation.
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26. INCIDENTAL TASKS. CONSULTANT will meet with CITY monthly to provide the
status on the project, which will include a schedule update and a short narrative
description of progress during the past month for each major task, a description of the
work remaining and a description of the work to be done before the next schedule update.
27. NOTICES. All communications to either party by the other party will be deemed made
when received by such party at its respective name and address as follows:
If to CONSULTANT:
Attention: Karen Kramer,
Kramer Workplace Investigations
P.O. Box 266
Danville, California 94526
(925) 838-6435
karen@kramerlaw.net
If to CITY:
Attention: Human Resources Dept.
City of El Segundo
350 Main Street
El Segundo, California 90245
(310) 524-2339
hr@elsegundo.org
Any such written communications by mail will be conclusively deemed to have been
received by the addressee upon deposit thereof in the United States Mail, postage
prepaid and properly addressed as noted above. In all other instances, notices will be
deemed given at the time of actual delivery. Changes may be made in the names or
addresses of persons to whom notices are to be given by giving notice in the manner
prescribed in this paragraph.
28. CONFLICT OF INTEREST. CONSULTANT will comply with all conflict of interest
laws and regulations including, without limitation, CITY's conflict of interest regulations.
2.9.. SOLICITATION. CONSULTANT maintains and warrants that it has not employed nor
retained any company or person, other than CONSULTANT's bona fide employee, to
solicit or secure this Agreement. Further, CONSULTANT warrants that it has not paid nor
has it agreed to, pay any company or person, other than CONSULTANT's bona fide
employee, any fee, commission, percentage, brokerage fee, gift or other consideration
contingent upon or resulting from the award or making of this Agreement. Should
CONSULTANT breach or violate this warranty, CITY may rescind this Agreement without
liability.
30. THIRD PARTY BENEFICIARIES. This Agreement and every provision herein is
generally for the exclusive benefit of CONSULTANT and CITY and not for the benefit of
any other party. There will be no incidental or other beneficiaries of any of
CONSULTANT's or CITY's obligations under this Agreement.
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31. INTERPRETATION. This Agreement was drafted in, and will be construed in
accordance with the laws of the State of California, and exclusive venue for any action
involving this agreement will be in Los Angeles County.
32. COMPLIANCE WITH LAW. CONSULTANT agrees to comply with all federal, state,
and local laws applicable to this Agreement.
33. ENTIRE AGREEMENT. This Agreement, and its Attachments, sets forth the entire
understanding of the parties. There are no other understandings, terms or other
agreements expressed or implied, oral or written. There is one Attachments to this
Agreement. This Agreement will bind and inure to the benefit of the parties to this
Agreement and any subsequent successors and assigns.
34. RULES OF CONSTRUCTION. Each Party had the opportunity to independently
review this Agreement with legal counsel. Accordingly, this Agreement will be construed
simply, as a whole, and in accordance with its fair meaning; it will not be interpreted strictly
for or against either Party.
35. SEVERABILITY. If any portion of this Agreement is declared by a court of competent
jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to
the extent necessary in the opinion of the court to render such portion enforceable and,
as so modified, such portion and the balance of this Agreement will continue in full force
and effect.
36. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary
action has been taken by the Parties to authorize the undersigned to execute this
Agreement and to engage in the actions described herein. This Agreement may be
modified by written amendment. CITY's Manager, or designee, may execute any such
amendment on behalf of CITY.
37.ELECTRONIC SIGNATURES. This Agreement may be executed by the Parties on
any number of separate counterparts, and all such counterparts so executed constitute
one Agreement binding on all the Parties notwithstanding that all the Parties are not
signatories to the same counterpart. In accordance with Government Code § 16.5, the
Parties agree that this Agreement, Agreements ancillary to this Agreement, and related
documents to be entered into in connection with this Agreement will be considered signed
when the signature of a party is delivered by electronic transmission. Such electronic
signature will be treated in all respects as having the same effect as an original signature.
38. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience
of reference only and will not affect the interpretation of this Agreement.
39. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this
Agreement.
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40. FORCE MA.IEURE. Should performance of this Agreement be prevented due to fire,
flood, debris flow, explosion, acts of terrorism, war, embargo, government action, civil or
military authority, the natural elements, or other similar causes beyond the Parties'
reasonable control, then the Agreement will immediately terminate without obligation of
either party to the other.
41. STATEMENT OF EXPERIENCE. By executing this Agreement, CONSULTANT
represents that it has demonstrated trustworthiness and possesses the quality, fitness
and capacity to perform the Agreement in a manner satisfactory to CITY. CONSULTANT
represents that its financial resources, surety and insurance experience, service
experience, completion ability, personnel, current workload, experience in dealing with
private consultants, and experience in dealing with public agencies all suggest that
CONSULTANT is capable of performing the proposed contract and has a demonstrated
capacity to deal fairly and effectively with and to satisfy a public CITY.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the
day and year first hereinabove written.
CITY OF EL SEGUNDO
KRAMER WORKPLACE INVESTIGATIONS
Reb doca Y
Human Resources Director CEren ramer,
O
ATTEST:
Tracy Weaver,
City Clerk
APPROVED AS TO FORM:
MARK D. HENSLEY, CITY ATTORNEY
.boa uin Vazquez,
Dep , ty City Attorney
INSURANCE APPROVAL:
Hank Lu'
Risk Man
er
Taxpayer ID No. 85 780154
K i
RAMER
WORKPLACE INVESTIGATIONS
Rebecca Redyk
Human Resources Director
City of El Segundo
350 Main Street
El Segundo, CA 90245
EXHIBIT A
June 27, 2022
Re: Engagement Letter— Personnel Investigation
Dear Ms. Redyk:
Agreernent No 435
Karen Kramer,, Esq.
Kramer Workplace Investigations is very pleased to have the opportunity to render services to City of El
Segundo ("City"). This letter will serve to record our Agreement of the terms and conditions of Kramer
Workplace Investigations' retention.
1. Kramer Workplace Investigations agrees to investigate allegations of harassment
made by a City employee. The investigation will be conducted primarily by Karen Kramer. Kramer
Workplace Investigations will provide the City with findings of fact as to each of the allegations identified as
being within the scope of this investigation set forth by the City's attorney, Liebert Cassidy Whitmore.
Unless we make a different agreement in writing, this Agreement will govern all services Kramer Workplace
Investigations and Ms. Kramer will perform for the City related to this investigation.
2. This agreement creates an attorney/client relationship between Kramer Workplace
Investigations and the City. On matters covered by this Agreement, Kramer Workplace Investigations will
provide legal services to the City by conducting an impartial workplace investigation. Kramer Workplace
Investigations will make factual findings utilizing our skills, knowledge and experience in doing so. The
scope of this retention is limited, in that Kramer Workplace Investigations and Ms. Kramer will not provide
legal advice to the City regarding the scope of the investigation, the confidentiality of the investigation and/or
how to admonish witnesses regarding confidentiality, or other legal matters related to the investigation,
including but not limited to interim measures concerning witnesses, privacy issues, the duty to preserve
evidence, wage and hour issues, and employment consequences, if any, for uncooperative witnesses.
Furthermore, Kramer Workplace Investigations and Ms. Kramer will not act as an advocate, provide advice
to the City with respect to what employment action, if any, should be taken as a result of Kramer Workplace
Investigations' findings, or represent the City in any legal action or proceeding, including pre/post-
investigation litigation strategy and advocacy with respect to responding to subpoenas, discovery requests,
and/or actions of any kind, including motions to compel production of Kramer Workplace Investigation's
file(s) as well as any other legal issues that may arise during the course of the investigation or subsequent
to the investigation.
3. It is understood that our legal advice is the performance of the investigation itself
and decisions made relating to the investigation, including whom to interview, what documents to review,
and analyzing the facts as presented during the investigation. Kramer Workplace Investigations' services
are protected by the attorney/client and work product privileges, unless the City waives these privileges.
KRAMER WORKPLACE INVESTIGATIONS
PO Box 266 • Danville, CA 94526 • Tel 925.838.6435 * Fax 925.838.7564 a karen@kramerlaw.net
Agreement No. 6435
4. Kramer Workplace Investigations is retained by the City for the purpose of
conducting a confidential fact-finding review and providing a confidential report that will be used for
employment -related purposes. Unless otherwise requested, the final report and attached exhibits will be
sent electronically. Upon request, a hard copy of the report and attached exhibits with an original signature
will be sent via overnight mail.
5. Fees for services provided to the City pursuant to this Agreement will be calculated
and billed at Ms. Kramer's hourly rate of $345 per hour for services related to conducting a workplace
investigation and $445 per hour for testimony. The hourly rate for paralegal services, which may include
document review and organization, and/or assistance with report -writing, is $150 per hour. Statements for
services will contain a description of the services performed, the date they were performed, and the time
devoted to this matter. The foregoing hourly rates apply to all time spent reviewing the above -referenced
matter, including, but not limited to, traveling to/from and conducting interviews; personal and telephone
conferences; preparing, analyzing and reviewing correspondence; analyzing and reviewing documents;
preparing reports and memoranda.
6. Kramer Workplace Investigations will incur various costs and expenses or will
provide certain in-house services while performing investigative services for the City. The City agrees to
pay for these items in addition to fees for investigative services, The costs, expenses, and in-house
services may include, but will not necessarily be limited to, out-of-town travel expenses; messenger and
other delivery services; photocopying and other reproduction services; transcription of taped interviews;
and similar items. External costs and expenses will be charged at Kramer Workplace Investigations' cost.
Kramer Workplace Investigations will not charge the City for word processing; overtime expenses
associated with administrative personnel; local telephone charges; and similar items; and Kramer
Workplace Investigations will not add a "handling" charge for costs and expenses incurred on Kramer
Workplace Investigations' behalf. Kramer Workplace Investigations shall not be required to advance
payment for major external expenses, which the City shall pay directly. Without prior approval, Kramer
Workplace Investigations will not incur on the City's behalf any such major external expenses.
7. Kramer Workplace Investigations will submit monthly statements to the City for
fees and costs incurred each month. Unless otherwise requested, invoices will be sent electronically.
Invoices must be paid within 30 days.
8. This engagement and our attorney/client relationship shall be considered
concluded after Kramer Workplace Investigations has provided an investigation report to the City. After
conclusion of the investigation, should a need arise for Kramer Workplace Investigations and/or Ms. Kramer
to respond to any subpoena, or otherwise provide testimony in connection with this matter, the City shall
compensate Kramer Workplace Investigations at Ms. Kramer's hourly rate set forth above. The City shall
compensate Kramer Workplace Investigations for Ms. Kramer's time expended responding to any
subpoena, including document production, and preparing for testimony, in addition to the actual time spent
testifying. The City will also represent Ms. Kramer when testifying or provide Ms. Kramer with an attorney
of her choice. Furthermore, the City shall be procedurally and financially responsible for addressing and
responding to any subpoena, discovery request, and/or action of any kind, including a motion to compel
production of Kramer Workplace Investigation's file(s) and any fee and/or cost attendant thereto. Should
the City expect Kramer Workplace Investigations to object to a subpoena for investigation file(s) and/or Ms.
Kramer's testimony, the City will compensate Kramer Workplace Investigations for all attorney's fees
incurred in responding to the subpoena and/or motion to compel production.
9. The City agrees to defend, indemnify and hold Kramer Workplace Investigations
and Ms. Kramer harmless for and against all actions, claims, and complaints, whether formal or informal,
actual or threatened, arising from or related to the investigation brought or asserted against Ms. Kramer or
Kramer Workplace Investigations by any investigation interviewee, City employee or official, or anyone
claiming through them. The City will provide a defense for Kramer Workplace Investigations and Ms.
Kramer at its expense through its legal counsel. The City will also indemnify and hold Ms. Kramer and
Agreement No. 6435
Kramer Workplace Investigations harmless with respect to any judgment entered against it and/or with
respect to any and all terms of settlement of any third -party claims relating to the services rendered under
this Agreement. This right of defense indemnification, or to be held harmless, shall not extend to any loss,
liability, damage, or expense resulting from Ms. Kramer's negligence or other misconduct. In accordance
with California Rule of Professional Conduct 3-400, this provision is not intended to apply to any potential
professional malpractice action brought by the City against Ms. Kramer or Kramer Workplace
Investigations.
10. The City may discharge Kramer Workplace Investigations as its attorney at any
time. Kramer Workplace Investigations may withdraw as the attorney in the above -referenced matter for
good cause. Good cause includes, but is not limited to, the following: the City's breach of this Agreement;
the City's failure to pay bills on time; the City's refusal to cooperate with Ms. Kramer; the development of
an irreconcilable conflict between the City and Kramer Workplace Investigations and Ms. Kramer as to how
to conduct the investigation.
11. Nothing in this Agreement and nothing in statements made to the City should be
construed as a guarantee or promise about the outcome of the investigation or any phase thereof.
12. Upon conclusion of the investigation, you may request that Kramer Workplace
Investigations' paper file related to this investigation will be sent to you for the City to maintain as it deems
appropriate. Kramer Workplace Investigations will also provide you with all audio recordings and other
electronic documents obtained during the course of the investigation. Alternatively, the file will remain with
Kramer Workplace Investigations for five years, at which time you will be given the option of receiving the
file or authorizing Kramer Workplace Investigations to purge the file.
13. The City agrees to cooperate with Kramer Workplace Investigations, Ms. Kramer,
to keep Ms. Kramer informed of developments, to abide by this Agreement, and to ensure that the City
pays Kramer Workplace Investigations' invoices in a timely manner.
14. This engagement letter supersedes all other prior and contemporaneous written
and oral agreements and contains the entire agreement between Kramer Workplace Investigations and the
City. If any section or portion of these terms is determined by any Court or arbitrator to be illegal or invalid,
the validity of the remaining terms shall not be affected and will be given full force and effect.
This agreement will take effect when approved by the City of El Segundo, but its effect will be retroactive
to the date Kramer Workplace Investigations first performed services on behalf of the City. Pleas sign and
return a copy of the Acceptance to Kramer Workplace Investigations. If you have any questions about this
agreement, please contact Ms. Kramer immediately.
Very truly yours,
Karen B. Kramer
Agreement No. 6435
City of El Segundo has read and understood the foregoing terms and agrees to them as of the date
Kramer Workplace Investigations first provided services.
Dated: June—, 2022 City of El Segundo
By:
Title:
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