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HomeMy WebLinkAboutA6753 - HR/PAYROLL CONSULTING SERVICES - DAWNA T. WHALEY i CONSULTING SERVICES AGREEMENT Human Resources/Payroll Consulting Services and Dawna T. Whaley THIS AGREEMENT FOR CONSULTING SERVICES ("Agreement") is made and entered into on September 2, 2015, by and between the City of Palm Springs, a California charter city and municipal corporation ("City"), and Dawna T. Whaley, a Human Resources Consultant, ("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 a Human Resources Consultant, for test, upgrade, implement Human Resource and Payroll software, ("Project"). B. Consultant has submitted to City a proposal to provide Human Resources and Payroll Consulting Services, 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. In consideration of these promises and mutual agreements, City agrees as follows: AGREEMENT 1. CONSULTANT SERVICES 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide Human Resources and Payroll Consulting, 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 all services and work shall be performed in a competent, professional, and satisfactory manner consistent with prevailing industry standards. 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 services rendered under this Agreement shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations. 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. Revised'.6/16/10 720S99.I 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." Consultant shall not be accountable for delays in the progress of its work caused by any condition beyond its control and without the fault or negligence of Consultant. 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 $25,000.00. 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 hourly rates 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. 4. PERFORMANCE SCHEDULE 4.1 Time of Essence. Time is of the essence in the performance of this Agreement. 2 Revised:6/16/10 720i99.i 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 unforeseeable causes beyond the control and without the fault or negligence of Consultant, if Consultant notifies the Contract Officer within ten (10) days of the commencement of such condition. Unforeseeable causes include, but are not limited to, acts of God or of a public enemy, acts of the government, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, and unusually severe weather. 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. 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 9 months, commencing on September 3, 2015, and ending on June 30, 2016, unless extended by mutual written agreement of the parties. 4.5 Termination Prior to E%Dlration 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. Consultant may terminate this Agreement, with or without cause, upon thirty (30) days written notice to City. 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: Dawna T. Whaley, Human Resources 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 3 Revised:6116110 7�2019).1 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. Therefore, 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. 5.4 I_ndependent Contractor. 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 contractor of City and shall not be an employee of City and shall remain at all times as to City a wholly independent contractor 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. 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 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: Dawna T. Whaley Human Resources Consultant 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, 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, from any violation of any federal, state, 4 Revised:6116110 720SO U or local law or ordinance, and from errors and omissions committed by Consultant, its officers, employees, representatives, and agents, that arise out of or relate to Consultant's performance under this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the City, its elected officials, officers, employees, agents, and volunteers. 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. This provision is intended for the benefit of third party Indemnified Parties not otherwise a party to this Agreement. 7.2 Design Professional Services Indemnification and Reimbursement. If the Agreement is determined to be a "design professional services agreement" and Consultant is a "design professional" under California Civil Code Section 2782.8, then: A. To the fullest extent permitted by law, Consultant shall indemnify, defend (at Consultant's sole cost and expense), protect and hold harmless City and its elected officials, officers, employees, agents and volunteers and all other public agencies whose approval of the project is required, (individually "Indemnified Party"; collectively "Indemnified Parties") against any and all liabilities, claims,judgments, arbitration awards, settlements, costs, demands, orders and penalties (collectively "Claims"), including but not limited to Claims arising from injuries or death of persons (Consultant's employees included) and damage to property, which Claims arise out of, pertain to, or are related to the negligence, recklessness or willful misconduct of Consultant, its agents, employees, or subcontractors, or arise from Consultant's negligent, reckless or willful performance of or failure to perform any term, provision, covenant or condition of this Agreement ("Indemnified Claims"), but Consultant's liability for Indemnified Claims shall be reduced to the extent such Claims arise from the negligence, recklessness or willful misconduct of the City and its elected officials, officers, employees, agents and volunteers. B. The Consultant shall require all non-design-professional sub-contractors, used or sub-contracted by Consultant to perform the Services or Work required under this Agreement, to execute an Indemnification Agreement adopting the indemnity provisions in sub- section 7.1 in favor of the Indemnified Parties. In addition, Consultant shall require all non- design-professional sub-contractors, used or sub-contracted by Consultant to perform the Services or Work required under this Agreement, to obtain insurance that is consistent with the Insurance provisions as set forth in this Agreement, as well as any other insurance that may be required by Contract Officer. 8. 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. 5 Revised 6/16/10 120599.1 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. 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 Cost Records. Consultant shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred while performing under this Agreement. Consultant shall make such materials available at its offices at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment for inspection by City and copies shall be promptly furnished to City upon request. 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. 6 Revised:6116/10 720�99.1 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. 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. 10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 10.1 Non-Liability of City 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. No officer or employee of the City shall have any direct or indirect financial interest in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects their financial interest or the financial interest of any corporation, partnership, or association in which he/she is, directly or indirectly, interested in violation of any state statute or regulation. 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. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination or segregation in the performance of or in connection with this Agreement regarding any person or group of persons on account of race, color, creed, religion, sex, marital status, disability, sexual orientation, national origin, or ancestry. 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 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. Revised'.6/16110 120599.1 To City: City of Palm Springs Attention: City Manager/ City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 To Consultant: Dawna T. Whaley Human Resources Consultant 1785 Kenneth Way Pasadena, CA 91103 11.2 Integrated Agreement. This Agreement contains all of the agreements of the parties and supersedes all other written agreements. 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. 8 Revised 6/16/10 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. "CITY" City of Palm Springs Date: fo f9 Z0f,5 Y� David H. Ready City Manager APPROVED 8Y CITY MANAGER t -�1Y>moc:po DOM APPROVED AS TO FORM: ATTEST By: —v By: — Do glas C. Holland, [v'— ames Thompson, Ci Attorney City Clerk "CONSULTANT" Dawna T. Whaley Date: ! / oZ a0 5 By G— Frawna T. Whaley (president) Date: (name) (secretary) Not to Exceed $ Without The Expr ss Written Authorization Of The City Manager 9 Revised-6/16/10 720590_I CALWOMM ALL4"JrAM lE ACIUIOVAEDGMEMi gvYYL CODE;1180 A roomy puck w odtw dice cough"tm cwffm a vmRra a*the Kb"of 8u idvida who agmd the dacwwtwwtchthmcerbkM a amded end ndthevt*#jkew.amaagc wvafydthmdomrwL See Of()eibrrtia ) Cwrdy of ) On before am, Oaa Hera 6awt Nl aad T78e of ow OAioar pwoo mly app mmd AkmaN d SbowN who proved to ms m the lbe of aa8sfactory emimm to be the ponion(a) whm r alma subscribed to the wtho iubtarurd and advnw Wclgad to ma that 1wYdmdhey eaecnded the amrm in hmAmAhei eWtonmel eapaNy(ma and thdby ha4mrAhw aigtehae(a)m the iookmerd the peraaga). w the entity upat behalf of wdach the person(a)aced.a mated the rwtr nt I cw*undw PENALTY OF PERJURY radar the lmaa of the Bete of CmNkm s lhd the foregwg pwagaph is true and mnw;L VWT E83 rrly trd and of icW sea. Squkae of NoAwy PLb& Place Notary Seel Abovw OPIIOMAL Though Has aschm b ophbraa,oonylairg Leo ador"wUmr can dOw aLwobm of fee Waenart w 8auddant raa/adarrert of Nia tam b m uririnded dmanwtL DmwryMm of Atedmd Douaawd Tdla w Typo of Doaanmt Documwt Dada: Nunbw of Pap®: 8gner(s) Othw Thmt Nmrned Abow- Ceped4fm e)Coined by ll8r-" Signm'a Nome: ta8rtw'a Name: ❑owpmft Olfiear—To*)- ❑Capa>da Olfc-—T 111 W: ❑Partnw— O Lined ❑(Germ ❑Parktw— ❑Lined ❑Gonarei ❑bxlwdml ❑Atb nsy in Fad ❑ktdvmtw ❑Atbrney in Fact ❑Trwee p ljuwxkm w Carmervabf ❑Tnmbm ❑Otmrdrt w Cwaavakw ❑Oatr. ❑omtr Sow Is ": Sigrw k RopmaanbW CM4IJatinnel Notwy Amocmbm-eww.Nebmvff*A ry.og-l-OOD- 8 NOTARY(1-000.876-0M7) Mom MW 10 Revised:6/16/10 73f1599 l EXHIBIT "A" CONSULTANT'S SCOPE OF SERVICES/WORK Including, Schedule of Fees And Schedule of Performance Revised:6116/10 73U)99J PROPOSAL To Provide Human Resources/Payroll Consulting Services For the City of Palm Springs Submitted by Dawna T. Whaley Human Resources Consultant August 19, 2015 TABLE OF CONTENTS 1. COMPANY BACKGROUND AND REFERENCES ......................... 3 1.1 Contractor Information/Background and History ....................... 3 1.2 Scope of Services and Time Frame.......................................... 4 1.3 References................................................................................ 5 2. COST ............................................................................................. 6 2.1 Fixed Costs............................................................................... 6 2.2 Hourly Rate............................................................................... 6 3. INSURANCE................................................................................... 7 CERTIFICATE OF PROFESSIONAL LIABILITY..........Attachment A INSURANCE CERTIFICATE OF GENERAL LIABILITY ....................Attachment B INSURANCE CERTIFICATE FOR WORKERS' COMP.....................Attachment C INSURANCE i of Palm Springs osal from Dawna "Tai" Whaley Page 2 1. COMPANY BACKGROUND AND REFERENCES 1.1 Contractor Information Dawna T. Whaley (Tai Whaley) is an Independent Human Resources Consultant. She is a sole proprietor with one (1) employee, operating her business in Pasadena, California. There are no other business locations. Both Ms. Whaley's and her employee's work assignments are coordinated from her Pasadena home office. Consultant, Tai Whaley, will be performing all work and assignments in the performance of this contract. No employees and no one else other than Tai Whaley will provide services to the City of Palm Springs during the course of this contract. Contact information for a contract resulting from this Proposal and all other business relations is: Point of Contact: Dawna T. Whaley Address: 1785 Kenneth Way Pasadena, California 91103 Telephone: (626) 483-7373 Fax: (800) 998-3177 Background and History Dawna "Tai" Whaley(Consultant), has over 25 years of Human Resources experience. She has been offering her consulting services to public and private sector clients since 1997. Relevant to this proposal she has worked as an independent consulting on High Line Corporation's Human Resources/Payroll software products for the City of Santa Ana and the City of Pasadena. Her work with High Line products began in the 1990's while employed with the Community Development Commission, County of Los Angeles. Ms. Whaley has been working on various projects related to the City of Santa Ana's HR/Payroll system since participating on their Personality implementation team in 1998. Most recently she has assisted with testing their 4.50 upgrade, implementing the Employee and Manager Self Service module, and testing/implementation of the Forecasting and Costing module. She also participated in the beta testing for the new Extended Markup Language (XML) files with the mylCalPERS system with the City of Santa Ana and High Line Corporation. Ms. Whaley's strengths are her analytical abilities, oral and written communication skills, and attentiveness to the details. Her approach to City of Palm Springs Proposal from Dawna "Tai"Whaley Page 3 working with High Line products is to be thorough in testing and timely with solutions. She loves working with User Calcs and has been able to configure benefit and attendance plans, and various payroll calculations to meet the client's needs. Ms. Whaley has an extensive knowledge of HR and Payroll practices, FLSA, FMLA, benefits administration, employee leave programs, various personnel policies and procedures, and bargaining units' Memorandums of Understandings. This also includes sick time for part time employees (AB 1522), and the Affordable Care Act. 1.2 Scope of Services and Time Frame Consultant, Dawna "Tai" Whaley, will assist the City of Palm Springs (City) with their Human Resource/Payroll software system, ePersonality. Currently the City is on ePersonality version 4.10 and desires to upgrade to the 4.50 version. Most importantly, the City needs to implement the 4.50 version in order to utilize the system's capability of complying with the Affordable Care Act's annual reporting responsibilities for the 2015 calendar year. Consultant will assist the City staff with assessing their current Human Resource/Payroll software needs as it relates to ePersonality. Consultant will assist with 4.50 testing in order to upgrade to this version of the software. Consultant will assist in determining what is needed to implement the Affordable Care Act (ACA) process on ePersonality. Consultant will assist with system setups, testing, and implementation for the ACA, generating the CalPERS XML file, and other functions as time permits. Consultant will work with Human Resources to determine their needs and assist with increasing the systems functionality for the identified Human Resources processes and reporting. In addition to the 4.50 upgrade and ACA, Consultant may work on the following items or others as identified by the HR/Payroll Team: • AB1522 — Sick Pay for Temporary employees • SCODC — Occupational Injury • FMLA—Assist HR with writing the specification to re-implement FMLA tracking. • Separation from Service — Final pay leave accruals and benefits need to adjusted utilizing the systems processes to minimize manual calculations and entries. • Leave Banks — Hours paid out or donated need to be shown as time taken on the employee's paystub. City of Palm Springs Proposal from Dawna "Tai" Whaley Page 4 Time Frame This contract is not to exceed $25,000.00 during Fiscal Year 15-26 (June 30, 2016) inclusive of all expenses. 1.3 References Client Name: City of Santa Ana Project Description & Environment: Ms. Whaley has provided on-going human resources consulting services to the City of Santa Ana for their Human Resources and Payroll software system since 1998. In this role she has interacted with employees throughout all levels of their organization including union, non-union and management employees. She has provided oral and written reports, as well as employee trainings and presentations. As part of the services she provides, Ms. Whaley is often required to understand and interpret union contracts, federal and state regulations as it relates to collecting, maintaining and retrieving the appropriate and accurate information in the City's HR and Payroll computer system. This contract requires her to work in an office environment. Project Dates: 1998 to present Client Project Manager: Fran Gutierrez, Finance Director (714) 647-5422 Client Name: Equal Employment Opportunity Office Human Resources Department City of Long Beach Project Description & Environment: Ms. Whaley has conducted discrimination and sexual harassment complaint investigations for several departments throughout the City of Long Beach. Investigations have been conducted in a variety of work environments, such as workshops, libraries, offices, and off-site project areas; involving union, non-union, classified, unclassified, part-time, full-time, non-management and management employees. The most recent investigations were conducted for the Health and Human Services, Library, Public Works, and Water departments. Project Dates: January 1998 to January 2014 Client Proiect Manager: Sherriel Murry, Human Resources Officer (562) 570-6304 City of Palm Springs ge 5 Proposal from Dawna "Tai"Whaley Pa Personal/Professional Reference: Irma Granger Human Resources Information Systems Consultant (213) 200-5726 (cell) Project Description & Environment: Ms. Whaley and Ms. Granger met when Ms. Granger was hired as a consultant on the Community Development Commission's implementation of Personality. Ms. Granger was hired to assist with Santa Ana's implementation from 1999 to 2002. 2. COST 2.1 Fixed Costs If Ms. Whaley is requested to develop and conduct training programs as a part of the services provided to the City, the fixed prices are: Half-Day or Less Training Program: $800.00 per session Full-Day Training Program: $1,600.00 per session Training sessions and materials will be provided for no more than 30 participants per session. If training sessions are scheduled for more than 30 participants, the cost of materials will be billed at the Vendor's actual cost, not to exceed $20.00 per participant. 2.2 Hourly Rate The cost of professional consulting services is billed on an hourly basis at the rate of$100.00 per hour. The hourly rate of$100.00, plus expenses previously approved by the Director of Finance and Treasurer, not to exceed $25,000.00, will be charged for the review of information associated with the requested services to be provided, meetings and interaction with City of Palm Springs employees regarding project needs, testing, implementation, training, telephone calls or discussions regarding the assigned tasks and associated matters approved in advance by the City. This contract is not to exceed $25.000.00 for Fiscal Year 15-16 (June 30, 2016) inclusive of all expenses. City of Palm Springs Proposal from Dawna "Tai" Whaley Page 6 3. INSURANCE 3.1 General Liability Insurance: $1 Million per occurrence $2 Million aggregate 3.2 Errors and Omissions: $1 Million per occurrence $1 Million aggregate 3.3 Workers' Compensation: $1 Million per occurrence $1 Million policy limit City of Palm Springs Proposal from Dawna "Tai"Whaley Page 7 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) 12 Revised:6116/10 7'0599 1 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: 1. 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; 2. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00) per occurrence; 3. 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 is not required; 4. 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 13 Revised 6116110 720599_I contribution it may have against City, its elected officials, officers, employees, agents, and volunteers. 4. Errors and Omissions Covera e. If Errors & I Omissions n n 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: 1. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured... " ("as respects City of Palm Springs Contract Na" or 'for any and all work performed with the City"may be included in this statement). 2. "This insurance is primary and non-contributory over any insurance or self- insurance the City may have..." ("as respects City of Palm Springs Contract Na" or for any and all workperformed with the City" may be included in this statement). 3. "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. 14 Revised:6/16110 720i99.1 4. 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 agentibroker 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. Severabilit_y 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. 15 Revised:6/16110 720z99.1