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CONTRACT 6615 Professional Services AgreementAgreement No. 6615 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF EL SEGUNDO AND HR DYNAMICS & PERFORMANCE MANAGEMENT, INC. This AGREEMENT is entered into this 7th day of March, 2023, by and between the CITY OF EL SEGUNDO, a municipal corporation and general law city ("CITY") and HR DYNAMICS & PERFORMANCE MANAGEMENT, INC., a California corporation ("CONSULTANT'). 1. CONSIDERATION. A. As partial consideration, CONSULTANT agrees to perform the work listed in the SCOPE OF SERVICES, 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 sum not to exceed $16,950 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 "B," 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 properto 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 CONSULTANTwill have fifteen (15) days after such notification to cure any 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 -I-- Rev 2/7/23 Agreement No. 6615 hourly rates for each personnel category and reimbursable costs (all as setforth 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 thatwork duringthe 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 eventthe CITY has not appropriated sufficientfunds for payment of CONSULTANT services beyond the current fiscal year, this Agreementwill cover only those costs incurred up to the conclusion of the current fiscal year. 6. FAMILIARITY WITH WORK. A. By executing this Agreement, CONSULTANT agrees that it has: Carefully investigated and considered the scope of services to be performed; ii. 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. 7. TERM. The term of this Agreement will be from March 6, 2023, 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 15. 8. TIME FOR PERFORMANCE. A. CONSULTANTwill not perform any work underthis Agreement until: i. CONSULTANT furnishes proof of insurance as required under Section 23 of this Agreement; and -2- Rev 2/7/23 Agreement No. 6615 ii. CITY gives CONSULTANT a written notice to proceed. 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. 9. 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 Managerwithin forty-eight hours (48 hours), in writing, of the cause and the extent of the delay and how such delay interferes with the Agreement's schedule. The Managerwill extend the completion time, when appropriate, for the completion of the contracted services. 10. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence overthe attached Exhibit.; this Agreement supersedes any conflicting provisions. Any inconsistency between the Exhibits will be resolved in the order in which the Exhibits appear below: A. Exhibit A: Proposal for Services. 11.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 creditto CITY resulting from changes in the services will be determined in accordance with written agreement between the parties. 12.TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a Taxpayer Identification Number. 13.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. 14.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. 15.TERMINATION. A. Except as otherwise provided, CITY may terminate this Agreement at any time with or without cause. -3- Rev 2/7/23 Agreement No. 6615 B. CONSULTANT may terminate this Agreement at any time with CITY's mutual consent. Notice will be in writing at least thirty (30) days before the effective termination date. C. Upon receiving a termination notice, CONSULTANT will immediately cease performance underthis Agreement unless otherwise provided in the termination notice. Except as otherwise provided in the termination notice, any additional work performed by CONSULTANT after receiving a termination notice will be performed at CONSULTANT' own cost; CITY will not be obligated to compensate CONSULTANTfor such work. 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. Should the Agreement be terminated pursuant to this Section, CITY may procure on its own terms services similarto 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. 16.OWNERSHIP OF DOCUMENTS. All documents, data, studies, drawings, maps, models, photographs and reports prepared by CONSULTANT underthis 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. 17. PUBLICATION OF DOCUMENTS. Except as necessary for performance of service underthis 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 CITY 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. 18.INDEMNIFICATION. 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, -4- Rev 2/7/23 Agreement No. 6615 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 property resulting 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. ii. 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. 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, employees, agents, representatives, and certified volunteers. 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 222, and any approval of said insurance by CITY, are not intended to and will not in any manner limit or qualifythe liabilities and obligations otherwise assumed by CONSULTANT pursuantto this Agreement, including, without limitation, to the provisions concerning indemnification. 19.ASSIGNABILITY. This Agreement is for CONSULTANTs 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. 20.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 agent 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. -5- Rev 2/7/23 Agreement No. 6615 21.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 (3) years after termination or final payment under this Agreement. 22.INSURANCE, A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, CONSULTANTwill procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits setforth below: Commercial general liability: Professional Liability Business automobile liability Workers compensation Limits $1,000,000 $1,000,000 $1,000,000 Statutory requirement B. Commercial general liability insurance will meet or exceed the requirements of ISO-CGL Form No. CG 00 01 11 85 or88. The amountof insurance setforth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage forthe 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 endorsement must be reflected on ISO Form No. CG 20 10 11 85 or 88, or equivalent. Such insurance will be on an "occurrence," not a "claims made," basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to CITY. C. Professional liability coverage will be on an `occurrence basis" if such 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 (3) years afterthis Agreement expires or is terminated. Such insurance will have the same 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. -6- Rev 2/7/23 Agreement No. 6615 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 underthis Agreement and such other evidence of insurance or copies of policies as maybe 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 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 15. 23. 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. 24.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 u pdate. 25.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: H R Dynamics & Performance Management, Inc 461 Green Orchard PI, Riverside, CA 92506 (951) 905-0025 hen rytgarcia@live.com Attention: Henry Garcia If to CITY: City of El Segundo 350 Main Street, El Segundo, CA 90245 (310)-524-2303 dgeorge@elsegundo.org Attention: Darrell George 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 -7- Rev 2/7/23 Agreement No. 6615 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. 26.CONFLICT OF INTEREST. CONSULTANTwill comply with all conflict of interest laws and regulations including, without limitation, CITY's conflict of interest regulations. 27.SOLICITATION. CONSULTANT maintains and warrants that it has not employed nor retained any company or person, other than CONSULTANT's bona fide employee, to solicitor secure this Agreement. Further, CONSULTANT warrants that it has not paid nor has it agreed to pay any company or person, other than CONSULTANTs 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. 28.THIRD PARTY BENEFICIARIES. This Agreement and every provision herein is generallyfor the exclusive benefit of CONSULTANT and CITY and notfor the benefit of any other party. There will be no incidental or other beneficiaries of any of CONSULTANT's orCITY's obligations under this Agreement. 29.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. 30. COMPLIANCE WITH LAW. CONSULTANT agrees to comply with all federal, state, and local laws applicable to this Agreement. 31.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 (1) Attachment to this Agreement. This Agreement will bind and inure to the benefit of the parties to this Agreement and any subsequent successors and assigns. 32. 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. 33.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. 34.AUTHORITY/MODIFICATION. The Parties representand warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this -8- Rev 2/7/23 Agreement No. 6615 Agreement and to engage in the actions described herein. This Agreement may be modified by written amendment. CITY's executive manager, or designee, may execute any such amendment on behalf of CITY. 35. 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. 36.CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of reference only and will not affect the interpretation of this Agreement. 37.TIME IS OF ESSENCE. Time is of the essence for each and every provision of this Agreement. 38. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire, flood, 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. 39.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. [Signatures on next page] -9- Rev 2n123 Agreement No. 6615 IN WITNESS WHEREOF the parties hereto have executed this contract the day and yearfirst hereinabove written. CITY OF EL SEGUNDO HR Dynamics & Performance Management, Inc. �X W ��� Darrel deore City Manager By: HENRY T. GARCIA Principal Consultant/Owner ATTE TaxpayerlD No. Tracy Weaver, City Clerk APPROVED AS TO FORM: MARK D. HENSLEY, City Attorney By. (✓� �L loquin 1i'azquez, Assistant City Attorney t� Ins Iran rovol H L Hank Risk Manager -10- Rev 2n123 Agreement No. 6615 IN WITNESS WHEREOF the parties hereto have executed this contract the day and yearfirst hereinabove written. CITY OF EL SEGUNDO Darrel!JGeorge City Manager ATTEST: Tracy Weaver, City Clerk APPROVED AS TO FORM: MARK D. HENSLEY, City Attorney HR Dynamics & Performance Management, Inc. By: << HENRY T. GARCIA Principal Consultant/Owner Taxpayer ID No. L16 — 5-1j' N,�- J '? By. _ Jo;,jquin Vazquez, Assistant City Attorney -1�- Rev 2/7/23 tg� P Agreement No. 6615 PROPOSAL FOR MAYOR AND CITY COUNCIL STRATEGIC PLANNING AND GOAL SETTING WORKSHOP UPDATE HR DYNAMICS & PERFORMANCE MANAGEMENT, INC. Website: HRDPM.COM Mobile: (951) 999-1617 or (951) 905-0025 March 6, 2023 HR Dynamics & Performance Management, Inc. is pleased to provide the City of El Segundo with a proposal for professional consulting services. The City of El Segundo has expressed the desire to conduct a workshop with the Mayor and City Council in order to revisit, update, and establish priorities within the current Strategic Plan. The consultants are uniquely qualified to perform the services desired, with successful backgrounds in public sector management. The consultants have served numerous public agencies in conducting Strategic Planning workshops in Southern and Northern California. The proposal/scope below may be further refined to meet the City's needs and expectations related to the process. SCOPE OF SERVICES 1 Discuss with the City Manager his views on the strategic planning process; establish expectations, intended outcomes, and agree upon the process for a half --day facilitated goal setting and consensus building workshop; receive various organizational updates and data. 2. Conduct an environmental scan via individual interviews with the Mayor, City Council Members, and a group interview with the executive team/department heads prior to the goal setting workshop; identify common goals, Agreement No. 6615 opportunities for consensus, conflicting issues to be addressed, and general perceptions of the City's performance. 3.. Prepare a summary of staff and City Council interview responses, identifying patterns and trends; analyze the results; share and discuss the summary with the City Manager prior to conducting the workshop. 4. Prepare the strategic planning update agenda, and related workshop/binder materials; coordinate with staff regarding logistics and venue. 5. Conduct the strategic planning update workshop with the Mayor, City Council, City Manager and Executive Team, facilitated by two (2) consultants, including the following key elements: Review agenda and discuss/define participant expectations and objectives for workshop. Provide over -view of the strategic planning process (power point). • Share the results of the interview process. • Facilitate, discuss, and achieve consensus on goals (update, add, delete). Facilitate, discuss, and achieve consensus on strategies (update, add, delete). 0 Facilitate a "dot" voting process to prioritize the goals. 6. Prepare an executive summary report recapping the workshop activities and the City Council identified priorities. 7. Facilitate discussion and provide guidance to the City Manager and Executive Team on development of the detailed action plans and timelines to achieve the newly established goals and priorities. PARTIAL CLEINT LIST FOR STRATEGIC PLANNING SERVICES* City of Azusa Chamber of Commerce City of Banning (Multiple) w City of Beaumont City of Bell (Multiple) City of Calexico (Multiple) City of Calimesa (Multiple) City of Cudahy 2 Agreement No. 6615 City of Desert Hot Springs (Multiple) • City of Duarte • City of Eastvale (Multiple) • City of Lathrop (Multiple) • City of La Puente • City of La Verne • City of Lemoore City of Lynwood • City of Ridgecrest (Multiple) • City of Rio Vista • City of Stockton (Multiple) • Full Circle Home Loans/Vista Realty • Mission Springs Water District • San Bernardino Municipal Water Department • Southern California Association of Governments (SCAG) • Transtech Engineering *References available upon request. CONSIDERATION 71 For the services described above, the fee shall consist of a flat rate of $15,750, plus reimbursement of $1,200 for lodging and travel expenses for a total of $16,950. The fee represents approximately 70 hours of work and lodging for four (4) on -site visits. Consultant shall coordinate with the City in the preparation of workshop binders, and shall provide all materials in electronic format forthe Cityto reproduce. In addition to the workshop preparation, and post -workshop development of the draft and final documents, the services shall include engagement with the City Manager, elected officials, and staff as follows: • Discussions with City Manager and/or designee for planning purposes. • Two (2) days in conducting the pre -workshop interviews to include the Mayor, City Council, City Manager, and key executive staff (typically department heads) - approximately fifteen in total. • One (1) day for facilitation of the Strategic Planning Workshop with two (2) consultants/facilitators (March 31st, 2023) in consultation with City Manager; and • One (1) day for facilitation and development of the Action Plans with the City Manager and Executive Team, with one (1) consultant. 3 Agreement No. 6615 AGREEMENT AR EL�GE4G,(E� d4 City Manager City of El Segundo Date HENRY T. GARCIA, Principal Consultant/Owner HR Dynamics & Performance Management, Inc. Date Dvnamics & Performance M A N A G E M E N T, I N C HR DYNAMICS & PERFORMANCE MANAGEMENT, INC. Henry T. Garcia, Principal Consultant Rhonda D. Strout -Garcia, Principal Consultant Premier Consulting Services provided by Seasoned Public Sector Professionals Customized to Meet the Client's Needs rd