CONTRACT 6797 Professional Services AgreementAgreement No. 6797
' PROFESSIONAL SERVICES AGREEMENT
` BETWEEN
w
THE CITY OF EL SEGUNDO AND
HR DYNAMICS & PERFORMANCE MANAGEMENT, INC.
This AGREEMENT is entered into this 6th day of November 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 a sum not
to exceed $50,000.00 for CONSULTANT's services, for any and all fiscal
years. 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 fifteen (15) days after such notification to
Agreement No. 6797
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
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. FAMILIARITY WITH WORK..
A. By executing this Agreement, CONSULTANT agrees that it has:
i. 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.
7. TERM. The term of this Agreement will be from November 6, 2023, to June 30,
2026. 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.
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Agreement No. 6797
8. TIME FOR PERFORMANCE.
A. CONSULTANT will not perform any work under this Agreement until:
CONSULTANT furnishes proof of insurance as required under
Section 23 of this Agreement; and
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 Manager within
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 Manager will 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 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:
A. Exhibit A: Scope of Work; and
B. Exhibit B: Budget
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 credit to 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
Agreement No. 6797
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.
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 under this 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 CONSULTANT for 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 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.
16.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.
17. 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 CITY without CITY's prior written approval. All press releases,
Agreement No. 6797
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:
L 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 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 qualify the liabilities and obligations otherwise assumed by
CONSULTANT pursuant to this Agreement, including, without limitation, to
the provisions concerning indemnification.
Agreement No. 6797
19.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.
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.
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, CONSULTANT will procure and
maintain the following types of insurance with coverage limits complying,
at a minimum, with the limits set forth 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 or 88. 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
Agreement No. 6797
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 after this
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.
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 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
update.
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:
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Agreement No. 6797
If to CONSULTANT:
Attention: Henry Garcia
HR Dynamics & Performance
Management, Inc.
461 Green Orchard Place
Riverside, CA 92506
(951) 905-0025
henrytgarcia@live.com
If to CITY:
Attention: Rebecca Redyk
City of El Segundo
350 Main Street
El Segundo, CA 90245
(310) 524-2381
rredyk@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.
26. CONFLICT OF INTEREST. CONSULTANT will 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 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.
28. 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.
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. This Agreement will bind and inure to
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Agreement No. 6797
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 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 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
Agreement No. 6797
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]
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Agreement No. 6797
IN WITNESS WHEREOF the parties hereto have executed this contract the day
and year first hereinabove written.
CITY OF EL SEGUNDO
Darrell George
City Manager
ATTE T:
Tracy Weaver,
City Clerk
APPROVED AS TO FORM:.
MARK D. HEt SLEY, City Attorney
0
HR Dynamics & Performance
Management, Inc.
By: Henry T. Garcia
Title: Chief Executive Officer
By: Rhonda D. Garcia
Title: Chief Financial Officer/Secretary
Taxpayer ID No. YG - sy*7 7
Joaquin Vazquez, Assistant City Attorney
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Agreement No. 6797
Exhibit A
HR Dynamics & Performance Management, Inc.
461 Green Orchard Place
Riverside, CA 92506
Email: henn/tgiarcia@live,.com
SCOPE OF WORK
PROPOSAL FOR ORGANIZATIONAL DEVELOPMENT SUPERVISORY AND
MANAGEMENT LEADERSHIP DEVELOPMENT ACADEMY
HR Dynamics & Performance Management, Inc. has prepared a training solution
for the City of El Segundo. The City has expressed the need to institute a program
that will assist in performance management, team dynamics, problem solving,
accountability, and cultural change leading towards increased organizational
effectiveness.
The proposed Leadership Academy is designed for all supervisory and
management employees. Typically, employees who are currently in a leadership,
supervisory or management role are included. Additional employees may be
added in order to provide career development for those not currently supervising or
leading others.
The instructor will use a variety of methods and techniques to engage the
participants and provide meaningful dialogue, and will provide applied practicality
to various concepts introduced, case studies, and group exercises. Academy class
sizes are recommended for up to twenty-five (25) participants.
The Consultant has successfully delivered leadership training with other local
public agencies, most recently the City of Bell (2 programs and additional hot
topics sessions), City of Gardena (2 programs, and additional sessions scheduled for
2024), Western Region Council of Governments (WRCOG), San Bernardino
Municipal Water Department (2 programs), Beaumont -Cherry Valley Water District,
and the City of Palm Springs (3 programs). The Consultant has also conducted prior
leadership academy programs for the City of El Segundo (2 programs).
The proposal reflects the proposed courses, format, and costs for training delivery.
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Agreement No. 6797
SUPERVISORY AND MANAGEMENT LEADERSHIP
DEVELOPMENT ACADEMY
Session #1- Turn,ing People into Dynamic Teams
Learning Objectives:
Understand how teams are complex.
Learn the types of teams.
• Understand how to identify when your team is not working.
Understand the elements of team behavior that matter.
Learn how the team should hold itself accountable.
Understand that dynamic teams require constant evaluation and
reflection.
Session #2 - High Performance Teams/High Performance Habits
Learning Objectives:
• Learn why some teams succeed more quickly than others.
M Learn why some teams have great team chemistry and others do not.
• Understand why and what motivates people/teams to reach a high
level of performance.
• Learn which habits can achieve long term success.
• Learn about performance habits to help succeed with your team.
Session #3 - How to Analyze e and Determine Effective Managerial Systems
(What Works... and What Doesn't Work)
Learning Objectives:
Understand how we see government
Understand what we mean by systems
0 Learn strategies to improve your systems
a Learn that "mold" is in every organization
0 Learn how to eradicate the "mold"
• Learn management elements to help you accomplish results
• Learn strategies if you're the boss
Session #4 - How to Manage Issues and Solve Problems
Learning Objectives:
Understand the complexity and speed of today's world, and the effect
on the management of ideas and decision making
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Agreement No. 6797
Understand the dynamics of how the mind processes problems
• Learn theories of decision management
Learn theories of attention management
Learn how to optimize and maximize
Learn how to plan, organize and master your day
• Learn how to create balance among the roles and responsibilities you
have
Learn how to identify and define what a problem is
Understand problem -solving approaches and methodologies
Learn effective problem -solving techniques
Session #5 - Navigating the 7 Habits of Highly Effective Peo le
Learning Objectives:
• Learn and understand the keys for successful living
Learn and understand the power of a paradigm
Learn and understand the principles of personal leadership
• Learn, understand and apply the concepts of the 7 Habits and
the characteristics of successful and unsuccessful people
Session #6 - How to Create and Build a W6►innin Team.
Learning Objectives
Learn how to create a winning culture
• Learn that success can be contagious
• Learn how to be a consistent teammate
• Learn how to communicate
• Learn how connect
Understand commitment
+► Learn that caring is a strategy
Learn how to make greatness attainable by all
Session #7 - Make -Up Session
Format:
• One hour scheduled per topic
• Small group discussions covering highlights of course
• Six (6) sessions, four -hours each, and one (1) day for make-up
sessions.
Training delivery will take place on the agreed upon schedule with
sessions approximately twice monthly.
A total of twenty-four (24) hours of training per participant over a
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Agreement No. 6797
three (3) month period.
Group size maximum of twenty-five (25)
The Consultant also offers mentoring/coaching via phone to all participants while
enrolled in the Academy.
Consultant shall provide all materials including PowerPoint presentations and
exercises in electronic format, and City shall provide binders and duplicate hard
copies for participants.
Certificates of completion will be provided to all participants.
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Agreement No. 6797
Agreement No.
Exhibit B
HR Dynamics & Performance Management, Inc.
461 Green Orchard Place
Riverside, CA 92506
Email: hen t arcia live.corn
BUDGET AND CONSIDERATION
For the services described above, the fees shall consist of the flat rate of $14,200
per group (up to 25 participants), plus a maximum of $1,500 in reimbursements for
lodging expenses.
The total cost for two (2) back-to-back programs, with same -day morning and
afternoon sessions is $26,372 plus $1,500 in reimbursements for lodging
expenses. A savings is realized by conducting only one (1) day of make-up
sessions rather than two (2) in this back-to-back/same-day training format.
PROPOSED TENTATIVE SCHEDULE- TBD
Session
#1
Dates
January 10 2024
#2
#3
#4
JanuaT 24 2024
February 7 2024
February 21, 2024
#5
Aril 3, 2024
#6
Aril 17, 2024
#7 Make-up
May 1, 2024
*A longer period between courses is due to pre -planned travel commitment in March,
2024.
-16- Rev 3/28/23