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HomeMy WebLinkAboutA8919 - HR DYNAMICS & PERFORMANCE MANAGEMENTTHE HARTFORD BUSINESS SERVICE CENTER THE 3600 WISEMAN BLVD HARTFORD SAN ANTONIO TX 78251 City of Palm Springs 3200 E TAHQUITZ CANYON WAY PALM SPRINGS CA 92262-6959 Account Information: Policy Holder Details: HR DYNAMICS & PERFORAMANCE MANAGEMENT July 28, 2021 %Q Contact Us Business Service Center Business Hours: Monday - Friday (7AM - 7PM Central Standard Time) Phone: (866) 467-8730 Fax: (888) 443-6112 Email: aaencv.servicesD-thehartford.com Website:,httl2s://business.thehartford.com Enclosed please find a Certificate Of Insurance for the above referenced Policyholder. Please contact us if you have any questions or concerns. Sincerely, Your Hartford Service Team WLTRO05 AC'C?I� CERTIFICATE OF LIABILITY INSURANCE DATE{MM/ADIYYYY) 07/28/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATIONIS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT HAYS COMPANIES INC/OHS 41716730 The Hartford Business Service Center NAME, PHONE (866)467-8730 (AIC, No, Ed); FAX (888)443-6112 (AlC, No) - 3600 Wiseman Blvd E-MAIL San Antonio, TX 78251 ADDRESS: INSURER(S) AFFORDING COVERAGE NAICII INSURED INSURERA; Sentinel Insurance Company Ltd. + 1000 HR DYNAMICS & PERFORAMANCE & MANAGEMENT INSURER B : 461 GREEN ORCHARD PIL INSURER C RIVERSIDE CA 92506-7590 INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER! REVISIAN NIIMRERr THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSA TYPE OF INSURANCE ADDL SUER POLICY NUMBER POLICY EFF POLICY EXP LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $2.000,000 CLAIMS-MADEE OCCUR DAMAGE TO RENTED $1.000,000 X General Liability 1 MED EXP (Any one person) $10,000 A X 41 SBA NN0763 01/09/2021 01/09/2022 I PERSONAL & ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4.000.000 POLICY ❑ PRO LOC JECT Fx1 PRODUCTS- COMPIOP AGG $4,000,000 OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Me accident) $2,000,000 ANY AUTO BODILY INJURY (Per person) A ALL OWNED SCHEDULED AUTOS AUTOS 41 SBA NN0763 01/09/2021 01/09/2022 BODILY INJURY (Per accident) HIRED NON -OWNED X AUTOS F AUTOS PROPERTY DAMAGE (Per accident) UMBRELLA LAB OCCUR EACH OCCURRENCE EXCESS LIAR CLAIMS - MADE AGGREGATE ED RETENTION $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS' LIABILITY STATUTE I ER E.L. EACH ACCIDENT ANY YM PROPRIETORIPARTNERIEXECUTIVE OFFICERIMEMBER EXCLUDED? NIA E.L. DISEASE -EA EMPLOYEE (Mandatory In NH) If yes, describe under E.L. DISEASE- POLICY LIMIT DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS/LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached N more space is required) Those usual to the Insured's Operations. The City of Palm Springs, its officials, employees, and agents are named as an additional insured per the Business Liability Coverage Form SS0008 attached to this policy. Coverage is provided for all operations of the named insured per the Business Liability Coverage Form SS0008, attached to this policy. 3200 E TAHQUITZ CANYON WAY PALM SPRINGS CA 92262-6959 POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE E 01988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD Form W- V (Rev. November2017) Department of the Treasury IntemeA Revenue Service 7' Request for Taxpayer Identification Number and Certification ► Go to www.frs gov1FormM for instructions and the latest information. 1 Name (as shown on your income Inc. entity name, if on this line; do not 3 Check appropriate box for federal tax classlfication of the person whose name is entered on line 1. Check only one of the following seven Boxes. ❑ lndivlduallsole proprietor or ❑ C Corporation 21 S Corporation ❑ Partnership ❑ Trustlestate single -member LLC ❑ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) ► Note: Check the appropriate box in the line above for the tax classification of the single -member owner. Do not check LLC if the LLC is classified as a single -member LLC that is disregarded from the owner unless the owner of the LLC is another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single -member LLC the Is disregarded from the owner should check the appropriate box for the tax classification of its owner. U Other (see instructions) 0- 5 Address (number. street. and aot. or 461 Green Orchard Place 8 City, state, and ZIP code CA 92506 Number Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employer identification number (EIN). If you do not have a number, see Now to get a TIN, later. Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and Number To Give the Requester for guidelines on whose number to enter. Give Form to the requester. Do not send to the IRS. 4 Exemptions (codes apply only to certain entities, not Individuals; see instructions on page 3): Exempt payee code (f any) Exemption from FATCA reporting code (if any) 64POW to •ocara noint.x,ed anasids w• U.S.- name and address (optionai) Social or 3"0©0M"©0IE Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3. 1 am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later. Sign I re at w "/ �dHere U.S. person 0- GI_-t� Date ► General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov1FormW9. Purpose of Form An individual or entity (Form W-9 requester) who Is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer Identification number (ITIN), adoption taxpayer identification number (ATIN), or employer Identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an Information return. Examples of information returns include, but are not limited to, the following. • Form 1099-INT (interest earned or paid) • Form 1099-DIV (dividends, including those from stocks or mutual funds) • Form 1099-MISC (various types of income, prizes, awards, or gross proceeds) • Form 1099-B (stock or mutual fund sales and certain other transactions by brokers) • Form 1099-S (proceeds from real estate transactions) • Form 1099-K (merchant card and third party network transactions) • Form 1 D98 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition) • Form 1099-C (canceled debt) • Form 1099-A (acquisition or abandonment of secured property) Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later. Cat. No. 10231X Form W-9 (Rev. 11-2017) CONSULTING SERVICES AGREEMENT HR DYNAMICS & PERFORMANCE MANAGEMENT, INC. THIS AGREEMENT FOR CONSULTING SERVICES ("Agreement") is made and entered into on July 26, 2021, by and between the City of Palm Springs, a California charter city and municipal corporation ("City"), and HR DYNAMICS & PERFORMANCE MANAGEMENT, an S-Corporation, ("Consultant'). City and Consultant are individually referred to as "Party" and are collectively referred to as the "Parties". RECITALS A. City requires the services of an Organizational Development Leadership Academy for Department Heads, Managers, and Supervisors ("Project'). B. Consultant has submitted to City a proposal to provide an Organizational Development Leadership Academy, to City under the terms of this Agreement. C. Based on its experience, education, training, and reputation, Consultant is qualified and desires to provide the necessary services to City for the Project. D. City desires to retain the services of Consultant for the Project. NOW, THEREFORE, in consideration of the promises and mutual obligations, covenants, and conditions contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: AGREEMENT 1. CONSULTANT SERVICES 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide Organizational Development Leadership Academy Training services to City as described in the Scope of Services/Work attached to this Agreement as Exhibit "A" and incorporated by reference (the "Services" or "Work"). Exhibit "A" includes the agreed upon schedule of performance and the schedule of fees. Consultant warrants that the Services shall be performed in a competent, professional, and satisfactory manner consistent with the level of care and skill ordinarily exercised by high quality, experienced, and well qualified members of the profession currently practicing under similar conditions. In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terms set forth in this Agreement, the terms set forth in this Agreement shall govern. 1.2 Compliance with Law. Consultant shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations when performing the Services. Consultant shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement. 1 Revised: 611 /20 55575.18165\32900156 2 1.3 Licenses and Permits. Consultant shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the Services required by this Agreement. 1.4 Familiarity with Work. By executing this Agreement, Consultant warrants that it has carefully considered how the Work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the Work under this Agreement. 2. TIME FOR COMPLETION The time for completion of the Services to be performed by Consultant is an essential condition of this Agreement. Consultant shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit "A." Neither Party shall be accountable for delays in performance caused by any condition beyond the reasonable control and without the fault or negligence of the non -performing Party. Delays shall not entitle Consultant to any additional compensation regardless of the Party responsible for the delay. 3. COMPENSATION OF CONSULTANT 3.1 Compensation of Consultant. Consultant shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit "A". The total amount of Compensation shall not exceed $18,250. 3.2 Method of Payment. In any month in which Consultant wishes to receive payment, Consultant shall submit to City an invoice for Services rendered prior to the date of the invoice, no later than the first working day of such month, in the form approved by City's finance director. Payments shall be based on the fees set forth in Exhibit "A" for authorized services performed. City shall pay Consultant for all expenses stated in the invoice that are approved by City and consistent with this Agreement, within thirty (30) days of receipt of Consultant's invoice. 3.3 Changes. In the event any change or changes in the Scope of Services/Work is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents, work product, or Work, when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Consultant's profession. 3.4 Appropriations. This Agreement is subject to, and contingent upon, funds being appropriated by the City Council of City for each fiscal year. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City. 2 Revised: 5/1/20 55575 18165132900156.2 4. PERFORMANCE SCHEDULE 4.1 Time of Essence. Time is of the essence in the performance of this Agreement. 4.2 Schedule of Performance. All Services rendered under this Agreement shall be performed under the agreed upon schedule of performance set forth in Exhibit "A." Any time period extension must be approved in writing by the Contract Officer. 4.3 Force Maieure. The time for performance of Services to be rendered under this Agreement may be extended because of any delays due to a Force Majeure Event, if Consultant notifies the Contract Officer within ten (10) days of the commencement of the Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Consultant's performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the Work); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, "orders of governmental authorities," includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a municipal authority. After Consultant notification, the Contract Officer shall investigate the facts and the extent of any necessary delay, and extend the time for performing the Services for the period of the enforced delay when and if, in the Contract Officer's judgment, such delay is justified. The Contract Officer's determination shall be final and conclusive upon the Parties to this Agreement. The Consultant will not receive an adjustment to the contract price or any other compensation. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement. 4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of six months, commencing on August 2, 2021, and ending on February 1, 2022, unless extended by mutual written agreement of the parties. 4.5 Termination Prior to Expiration of Term. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Consultant. Where termination is due to the fault of Consultant and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Consultant shall immediately cease all Services except such as may be specifically approved by the Contract Officer. Consultant shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer after such notice. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed Services, and shall not be entitled to damages or compensation for termination of Work. If the termination is for cause, the City shall have the right to take whatever steps it deems necessary to correct Consultant's deficiencies and charge the cost thereof to Consultant, who shall be Iiable for the full cost of the City's corrective action. Consultant may not terminate this Agreement except for cause upon thirty (30) days written notice to City. 3 Revised: 5/1/20 55575 18165\32900156.2 5. COORDINATION OF WORK 5.1 Representative of Consultant. The following principal of Consultant is designated as being the principal and representative of Consultant authorized to act and make all decisions in its behalf with respect to the specified Services and work: Rhonda D. Garcia, Principal Consultant. It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the Services under this Agreement. The foregoing principal may not be changed by Consultant without prior written approval of the Contract Officer. 5.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Consultant shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the Services. Consultant shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer. 5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Consultant, its principals and employees, were a substantial inducement for City to enter into this Agreement. Consultant shall not contract with any other individual or entity to perform any Services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Subcontracts, if any, shall contain a provisions making them subject to all provisions stipulated in this Agreement including without limitation the insurance and indemnification requirements. If Consultant is permitted to subcontract any part of this Agreement by City, Consultant shall be responsible to City for the acts and omissions of its subcontractor(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. 5.4 Independent Consultant. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Consultant, its agents or employees, perform the Services required, except as otherwise specified. Consultant shall perform all required Services as an independent Consultant of City and shall not be an employee of City and shall remain at all times as to City a wholly independent Consultant with only such obligations as are consistent with that role; however, City shall have the right to review Consultant's work product, result, and advice. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. Consultant shall pay all wages, salaries, and other amounts due personnel in connection with their performance under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers' compensation insurance. Consultant shall not have any authority to bind City in any manner. 5.5 Personnel. Consultant agrees to assign the following individuals to perform the Services in this Agreement. Consultant shall not alter the assignment of the following personnel 4 Revised: 511120 55575.18165\32900156.2 without the prior written approval of the Contract Officer. Acting through the City Manager, the City shall have the unrestricted right to order the removal of any personnel assigned by Consultant by providing written notice to Consultant. Name: Title: N/A N/A 5.6 California Labor Code Requirements. A. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects ("Prevailing Wage Laws"). If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). B. If the Services are being performed as part of an applicable "public works" or "maintenance" project and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant's sole responsibility to comply with all applicable registration and labor compliance requirements. 6. INSURANCE Consultant shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Exhibit "B", incorporated herein by reference. 7. INDEMNIFICATION. 7.1 Indemnification. To the fullest extent permitted by law, Consultant shall defend (at Consultant's sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, g Revised: 511120 55575.1 S 165\32900156.2 judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of persons (Consultant's employees included), for damage to property, including property owned by City, for any violation of any federal, state, or local law or ordinance or in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct committed by Consultant, its officers, employees, representatives, and agents, that arise out of or relate to Consultant's performance of Services or this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the Indemnified Parties. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Consultant's indemnification obligation or other liability under this Agreement. Consultant's indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. 7.2 Design Professional Services Indemnification and Reimbursement. If Consultant's obligation to defend, indemnify, and/or hold harmless arises out of Consultant's performance as a "design professional" (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant's indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant in the performance of the Services or this Agreement, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant's liability for such claim, including the cost to defend, shall not exceed the Consultant's proportionate percentage of fault. S. RECORDS AND REPORTS 8.1 Reports. Consultant shall periodically prepare and submit to the Contract Officer reports concerning the performance of the Services required by this Agreement, or as the Contract Officer shall require. 8.2 Records. Consultant shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Consultant shall keep such books and records as shall be necessary to properly perform the Services required by this Agreement and enable the Contract Officer to evaluate the performance of such Services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 8.3 Ownership of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of this Agreement shall be the property of City. Consultant shall deliver all above -referenced documents to City upon request of the Contract Officer or upon the termination of this Agreement. Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials. Consultant may retain copies of such documents for Consultant's own use. Consultant shall have an unrestricted right to use the concepts embodied in such documents. Revised 611120 55575.18165\32900156.2 8.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of Services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 8.5 Audit and Inspection of Records. After receipt of reasonable notice and during the regular business hours of City, Consultant shall provide City, or other agents of City, such access to Consultant's books, records, payroll documents, and facilities as City deems necessary to examine, copy, audit, and inspect all accounting books, records, work data, documents, and activities directly related to Consultant's performance under this Agreement. Consultant shall maintain such books, records, data, and documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily accessible to such parties during the term of this Agreement and for a period of three (3) years from the date of final payment by City hereunder. 9. ENFORCEMENT OF AGREEMENT 9.1. California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 9.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs. 9.3 Waiver. No delay or omission in the exercise of any right or remedy of a non - defaulting party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of Consultant. Any waiver by either party of any default must be in writing. No such waiver shall be a waiver of any other default concerning the same or any other provision of this Agreement. 9.4 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative. The exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. T Revised: 517120 55575 18165W900156.2 9.5 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement. 9.6 Attorney Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any non judicial proceeding, the prevailing Party shall be entitled, in addition to such other relief as may be granted, to recover from the non -prevailing Party all reasonable costs and expenses. These include but are not limited to reasonable attorney fees, expert consultant fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding. 10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 10.1 Non -Liability of Cily Officers and Employees. No officer or employee of City shall be personally liable to the Consultant, or any successor -in -interest, in the event of any default or breach by City or for any amount which may become due to the Consultant or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 Conflict of Interest. Consultant acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement nor shall Consultant enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one (1) year thereafter. Consultant warrants that Consultant has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. 10.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Consultant shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin ( i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a "prohibited basis"). Consultant shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City's lawful capacity to enter this Agreement, and in executing this Agreement, Consultant certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Consultant activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Consultant is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non- discrimination in city contracting. 11. MISCELLANEOUS PROVISIONS 11.1 Notice. Any notice, demand, request, consent, approval, or communication that either Party desires, or is required to give to the other Party or any other person shall be in g Revised: 5/1120 55575.18165U2900156.2 writing and either served personally or sent by pre -paid, first-class mail to the address set forth below. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. Either Party may change its address by notifying the other Party of the change of address in writing. To City: City of Palm Springs Attention: City Manager,' City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 To Consultant: HR Dynamics & Performance Management Attention: Rhonda D. Garcia 461 Green Orchard Place Riverside, CA 92506 11.2 Integrated Agreement. This Agreement constitutes the entire understanding between the Parties and supersedes and cancels all prior negotiations, arrangements, agreements, representations, and understandings, if any, made by or among the Parties with respect to the subject matter in this Agreement. 11.3 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement by all Parties. 11.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the parties. 11.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties' successors and assignees. 11.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third -party beneficiary or otherwise, upon any entity or person not a party to this Agreement. 11.7 Recitals. The above -referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same. 11.8 Authority. The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement. g Revised. 5I1120 55575 18165\32900156.2 11.9 Counteraarts. shall constitute an original. This Agreement may be signed in counterparts, each of which [SIGNATURES ON NEXT PAGE] to Revised: 5/1120 55575.18165N32900156.2 SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND HR DYNAMICS & PERFORMANCE MANAGEMENT, INC. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. Date: APPROVED AS TO FORM: By: _ Jet y S. all' er, City Attorney "CITY" City of Palm Springs By: r.. 411� Justin Mfton City Manager ATTEST Corporations require two notarized signatures. One signature must be from Chairman of Board, President, or any Vice President. The second signature must be from the Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or Chief Financial Officer. CONSULTANT NAME: Rhonda D. Garcia Check one _ Individual _ Partnership _x_ Corporation 461 Green Orchard Place Riverside, CA 92506 By (J • _ By Signature (Notarized) Signature (Notarized) ] 1 Revised: 511I20 55575 1 S 16SU2900156.2 CALWOFAc1A ALL44WSCM ACXMML awlL com i t t84 F.-ri�'4 r«..r..r.,r.r_.i.�r,.�.-s.�.a.o.s,a�r�ra....�..•.r_t.�.s /�, r..ti r,.-ti,-. �.c,..�.z.e�� A rAmy public ar ad w afty mtpl tp tl w oRte G* go tdst" of ttw std[rr&W %to spwd tlts door nott m wm* ft artl5cats s tmlitsd wd pat tlw tst slts. a mSdGy at that dotavertlrtt Beats of Ca faet:a ) G 7 2� ,202I Mo. A A rtk Hat�lne2 Potar �Wjc- DW„ f*wt.If�l wtd 7Tt of #W oakw o+awwor wtn proasd to mo oa ffts tms of vMmow m be nts woofs rtantepl t�rti to 00 Walk ambiffnert and mtt fftd eotaoui.a aw �, ■�rntariz.at ard�trdesy fhe' tt>bt�t,er'the p�«- ar wt�r ttpt n bdmf at wfttaf+ ar. taasoutsd ut. G. A. VERA MARTINEZ COMM. #2339189 s NOTARY PUBLIC CALIFORNIA F' RIVERSIDE COUNTY My Comm Expues Occ 5 ?1f?4 I am* uWw PENALTY OF MAW order to fstra ai the 8bb of Cso wnm tfmf tts >boragoittg p�txaptaph mtwstayom Or- ViRIPOM nV ttttrtd and attl=t assL _ Slgrso*r6 of Abby Pubilia Pb m Notoy 86s! Atom OPIRIAW 7Trorao M sscElon b aptiora oarnpdsfr v UA& 6*91n6on cm dgw dIsratfart of llrs domomtt or A=Kident jusamcb,poll of M Joan to mt urrbdsndsd dmxsn wrt D"=%Pbm ai Aftw tsd Do Tilts at Typo of Doaxnwtt j"IllishYyI CP. f1 Cap m t ypmo Chknod by Skpm#W ❑ owportsb ofllt,w — Tdlaplt ❑ Pwttwr — ❑ Liittdsd ❑ t3wwd ❑ Wividatd ❑ AtkmW m Fed ❑ Tnmtss ❑ amdmn ar Ooemwmdw ❑ OOrlr. Slgw b RmpmmnflnW 8lgrtd's m w: ❑ 00mards otsom — TRW* ❑ Partttar — ❑ Lwdtad ❑ GAnwd ❑ k d[v4dd ❑ M wnsy w FwA ❑ Tttmdts ❑ Oumden or Consmalor ❑ 0ow GWwb FkpmwdkV tea. .v 12 Revised, 5l1120 55575.18165L32900156.2 EXHIBIT "A" CONSULTANT'S SCOPE OF SERVICESIWORK Including, Schedule of Fees And Schedule of Performance 13 Revised: 511120 55575.18165L32900156.2 SCOPE OF WORK CITY OF PALM SPRINGS ORGANIZATIONAL DEVELOPMENT LEADERSHIP ACADEMY INZ-4 1FORW-.;d HR DYNAMICS & PERFORMANCE MANAGEMENT, INC. HENRY T. GARCIA, PRINCIPAL CONSULTANT HR Dynamics & Performance Management, Inc. has prepared a training proposal for the City of Palm Springs. The City has expressed interest in a training program that will assist in workforce development, succession planning, employee engagement, skills enhancement, and organizational effectiveness. The proposed Leadership Academy is designed for employees who are currently in a leadership, supervisory or management role; however, others may be included for career development and succession planning purposes. 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. The Leadership Academy class size is ideally suited for small groups, up to twenty (20) participants. Certificates of completion will be provided to all participants and it is recommended that the participants be recognized in a setting selected by the client (e.g. City Council meeting, reception, staff meeting, etc.) The Consultant has successfully delivered the Leadership Academy program to other local public agencies, most recently the City of Gardena, City of Bell, City of El Segundo, Western Region Council of Governments (WRCOG), and San Bernardino Municipal Water Department. The Cities of Gardena and El Segundo have engaged the Consultant for additional training groups, due to the popularity and success of the program! Beaumont -Cherry Valley Water District is scheduled to begin the program in Spring, 2021. 14 Revised: 511120 5 5575.18165132900156.2 This scope of work reflects the proposed courses, format, and costs for training delivery. ORGANIZATIONAL DEVELOPMENT LEADERSHIP ACADEMY PROGRAM AND COURSE CONTENT Session #1 - What is Effective Communication Leaming Objectives: • Develop an awareness of your personality and communication tendencies Learn how to listen more effectively to others • Learn how to express yourself • Learn about the impact of emotions Learn the principles of effective communication • Learn group dynamics and interaction models • Learn about synergistics — consensus decision making • Learn the characteristics of a team Session #2 - Learnino the Language of Leadership Leaming Objectives: • Understand and apply the characteristics of leadership • Learn and apply the foundations for effective leadership • Learn what types of leadership styles exist • Understand leadership traits • Learn Peter Drucker's advice, and that it still matters • Recognize how interpersonal effectiveness can assist or hurt you in your leadership style • Learn and apply the attributes of an effective leader and a recipe for success • Learn strategies to improve your leadership skills Session #3 - How to Successfully Communicate, Coach, and Give Feedback Leaming Objectives: • Understand people in organizations • Learn the concept of psychological contracts in the workplace • Learn about job satisfaction and employee morale • Learn and apply the theories of employee motivation • Learn the managerial styles of leadership • Learn the concepts and cycle of Performance Management • Understand how to develop SMART goals 15 Revised: 511/20 55575.18165W900156.2 • Recognize the benefits of coaching • Identify the role of the coach • Understand the techniques involved in successful coaching • Use coaching effectively to improve employee performance Session #4 - Navinatina the 7 Habits of Hichly Effective People Leaming Objectives: • Learn and understand the key 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 #5 - How to Analyze and Determine Effective Managerial Systems (What Works, and What Doesn't Work] Leaming Objectives: • Understand how we see government • Understand what we mean by systems • Learn strategies to improve your systems • Learn that "mold" is in every organization • Learn how to eradicate the "mold" • Learn management elements to help you accomplish results • Learn strategies if you're the boss Session #6 - How to Manage Issues and Solve Problems Leaming Objectives: • Understanding the complexity and speed of today's world, and the effect on the management of ideas and decision -making • 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 • Identify and define what a problem is • Identify problem solving approaches and methodologies • Identify effective problem solving techniques 16 Reused: 5/1120 55575.18165U2900156.2 Session #7 - Understandina the Roles of Supervision and Mananement Leaming Objectives: • Develop an understanding of the traits that make up an effective supervisor • Develop an understanding of the characteristics of an effective supervisor • Understand and utilize the revolutionary insight shared by all great supervisors • Understand the causes of conflict • Learn the discipline training necessary to properly evaluate and give feedback to your key personnel Session #8 How to Create Culture, Build a Winnina Team and Achieve Results Leaming Objectives: • Learn how to create a winning culture • Learn that success can be contagious • Learn how to be a consistent team-mate • Learn how to communicate • Learn how connect • Learn commitment • Learn that caring is a strategy • Learn how to make greatness attainable by all Session #9 Make -Up Sessions • One hour scheduled per topic • Small group discussions covering highlights of course Leadership Academy Format Eight (8) sessions, four (4) hours each; and one (1) full day for make-up sessions. Training delivery will take place on the agreed upon schedule with sessions scheduled approximately bi-weekly. A total of thirty-two (32) hours of training per participant over a four (4) month period. • Group size recommended at a maximum of twenty (20) participants. 17 Revised: 511120 5 5575.18165 U2900156.2 Added Feature • As an additional service, the Consultant also via telephone to all participants while enrolled means of integrating the learning material into workplace. CONSIDERATION offers mentoringlcoaching in the Academy as another practical application in the For the services described above, the fees shall consist of the flat rate of $18,250 per group (up to 20 participants) which includes all consultant expenses for travel and lodging. The Consultant shall provide all binder materials including Cover Sheet, Index, PowerPoint Presentations and Exercises in electronic format. The City shall provide binders and duplicate hard copies for participants. Nn 0YNAMICS4& PERFORMANCE MANAGEMENT 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 is Revised: 511120 55575 18165W900156.2 EXHIBIT "B" INSURANCE PROVISIONS Including Verification of Coverage, Sufficiency of Insurers, Errors and Omissions Coverage, Minimum Scope of Insurance, Deductibles and Self -Insured Retentions, and Severability of Interests (Separation of Insureds) 9 Revised: 5/1120 55575.18165\32900156.2 INSURANCE 1. Procurement and Maintenance of Insurance. Consultant shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Consultant's performance under this Agreement. Consultant shall procure and maintain all insurance at its sole cost and expense, in a form and content satisfactory to the City, and submit concurrently with its execution of this Agreement. Consultant shall also carry workers' compensation insurance in accordance with California workers' compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extensions. Such insurance shall not be cancelable without thirty (30) days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of Services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Consultant's obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers. 2. Minimum Scope of Insurance. The minimum amount of insurance required under this Agreement shall be as follows: A. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars ($2,000,000) general aggregate; B. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00) per occurrence; C. Professional liability (errors and omissions) insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate is: _ required x is not required; D. Workers' Compensation insurance in the statutory amount as required by the State of California and Employer's Liability Insurance with limits of at least one million dollars $1 million per occurrence. If Consultant has no employees, Consultant shall complete the City's Request for Waiver of Workers' Compensation Insurance Requirement form. 3. Primary Insurance. For any claims related to this Agreement, Consultant's insurance coverage shall be primary with respect to the City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Consultant's insurance and shall not contribute with it. For Workers' Compensation and Employer's Liability Insurance only, the insurer shall waive all rights of subrogation and 20 Revised: 611120 5 5575.18165 U2900156.2 contribution it may have against City, its elected officials, officers, employees, agents, and volunteers. 4. Errors and Omissions Coverage. If Errors & Omissions Insurance is required, and if Consultant provides claims made professional liability insurance, Consultant shall also agree in writing either (1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of Consultant's Services under this Agreement, or (2) to maintain professional liability insurance coverage with the same carrier in the amount required by this Agreement for at least three years after completion of Consultant's Services under this Agreement. Consultant shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy. 5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best's Key Rating of B++, Class VII, or better, unless otherwise acceptable to the City. 6. Verification of Coverage. Consultant shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, effecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Consultant's insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers' Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: A. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured... " ("as respects City of Palm Springs Contract No. " or 'for any and all work performed with the City" may be included in this statement). B. "This insurance is primary and non-contributory over any insurance or self- insurance the City may have..." ("as respects City of Palm Springs Contract No. " or 'for any and all work performed with the City" may be included in this statement). C. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, "endeavor to" mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. 21 Revised; 5)1124 55575. l 8165M900156.2 D. Both the Workers' Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Consultant's obligation to provide them. 7. Deductibles and Self -Insured Retentions. Any deductibles or self -insured retentions must be declared to and approved by the City prior to commencing any work or Services under this Agreement. At the option of the City, either (1) the insurer shall reduce or eliminate such deductibles or self -insured retentions with respect to the City, its elected officials, officers, employees, agents, and volunteers; or (2) Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Certificates of Insurance must include evidence of the amount of any deductible or self -insured retention under the policy. Consultant guarantees payment of all deductibles and self -insured retentions. 8. Severability of Interests (Separation of Insureds). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer's liability. 22 Revised: 511I20 55575,18165\32900156.2