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HR Engagement Agreement - Personnel InvestigationKRAMER WORKPLACE INVESTIGATIONS April 4, 2017 Stacey Peterson Human Resources Director City of San Rafael 1400 Fifth Avenue, Room 210 San Rafael, CA 94915-1560 Re: Engagement Agreement —Personnel Investigation Dear Ms. Peterson: Karen Kramer, Esq. Kramer Workplace Investigations is very pleased to have the opportunity to render investigative services to the City of San Rafael. This letter will serve to record our Agreement of the terms and conditions of Kramer Workplace Investigations' retention. 1. Kramer Workplace Investigations agrees to investigate allegations of discrimination and hostile work environment. Ms. Kramer will provide the City of San Rafael with findings of fact as to each of the issues identified as being within the scope of this investigation set forth by the City's attorney, Liebert Cassidy Whitmore. Unless we make a different agreement in writing, this Agreement will govern all services Kramer Workplace Investigations will perform for the City of San Rafael. 2. On the matters covered by this Agreement, Kramer Workplace Investigations will provide legal services to the City of San Rafael in the form of an impartial workplace investigation. The purpose of this investigation is to facilitate the City's employment counsel in rendering legal advice to the City. Ms. Kramer will make factual findings utilizing her skills, knowledge and experience in doing so. The scope of this representation is limited, in that Ms. Kramer will not render a legal determination whether there was any violation of law or statute. Furthermore, Ms. Kramer will not act as an advocate, provide advice to the City of San Rafael with respect to what employment actions, if any, should be taken as a result of Ms. Kramer's findings, or represent the City in any legal action or proceeding. Ms. Kramer's services are protected by the attorney/client and work product privileges, unless these privileges are waived by the City of San Rafael. 3. Kramer Workplace Investigations is retained by the City of San Rafael for the purpose of conducting a confidential fact-finding investigation and providing a report that will be used for employment-related purposes. 4. Fees for services provided to the City of San Rafael pursuant to this Agreement will be calculated and billed at Ms. Kramer's regular hourly rate of $250 per hour for services related to conducting a workplace investigation and $395 per hour for testimony. Statements for services will contain a description of the services performed, the date they were performed, and the time devoted to this matter. The foregoing hourly rates apply to all time spent on investigating the above -referenced claim, including, but not limited to, travel to/from and attending witness interviews; personal and telephone conferences; preparing, analyzing and reviewing correspondence, analyzing and reviewing documents; and preparing reports and memoranda. KRAMER WORKPLACE INVESTIGATIONS PO Box 266 9 Danville, CA 94526 • Tel 925.838.6435 • Fax 925.838.7564 * karen@kramerlaw.net )� - ;, A /1% �_A 5. Kramer Workplace Investigations will ordinarily incur various costs and expenses or will provide certain in-house services while performing investigative services for the City of San Rafael. The City agrees to pay for these items in addition to fees for investigative services. The costs and expenses may include, but will not necessarily be limited to, out-of-town travel expenses; messenger and other delivery services; photocopying and other reproduction services; transcription of taped interviews; and similar items. External costs and expenses will be charged at Kramer Workplace Investigations' cost. Kramer Workplace Investigations will not charge the City for word processing; overtime expenses associated with administrative personnel; local telephone charges; and similar items; and Kramer Workplace Investigations will not add a "handling" charge for costs and expenses incurred on the City's behalf. Kramer Workplace Investigations shall not be required to advance payment for major external expenses, which the City shall pay directly. Without prior approval, Kramer Workplace Investigations will not incur on the City of San Rafael's behalf any such major external expenses. 6. Kramer Workplace Investigations agrees to provide proof of insurance, as required by the City's insurance requirements, a copy of which are attached to this letter as an Exhibit. 7. Upon conclusion of the investigation, Kramer Workplace Investigations will send the City of San Rafael a statement for fees and costs incurred. Invoices must be paid within 30 days. 8. This engagement shall be considered concluded after Kramer Workplace Investigations has provided an investigation report to the City of San Rafael. After conclusion of the investigation, should a need arise for Ms. Kramer to respond to any subpoena, or otherwise provide testimony in connection with this matter, the City shall compensate Ms. Kramer at her hourly rate set forth above ($395 per hour). The City shall compensate Ms. Kramer for time expended responding to any subpoena and preparing for testimony, in addition to the actual time spent testifying. 9. The City of San Rafael agrees to defend, indemnify and hold Karen Kramer dba Kramer Workplace Investigations harmless for and against all actions, claims, and complaints, whether formal or informal, actual or threatened, arising from or related to the investigation brought or asserted against Ms. Kramer or Kramer Workplace Investigations by any investigation interviewee, the City of San Rafael employee or official, or anyone claiming through them. The City of San Rafael will provide a defense for Kramer Workplace Investigations and Ms. Kramer at its expense through its legal counsel or, at Ms. Kramer's option, will provide reimbursement for legal counsel chosen by Ms. Kramer. The City of San Rafael will also indemnify and hold Kramer Workplace Investigations and Ms. Kramer harmless with respect to any judgment entered against it and/or with respect to any and all terms of settlement of any third party claims relating to the services rendered under this Agreement. This right of defense indemnification, or to be held harmless, shall not extend to any loss, liability, damage, or expense resulting from Ms. Kramer's negligence or other misconduct. In accordance with California Rule of Professional Conduct 3-400, this provision is not intended to apply to any potential professional malpractice action brought by the City of San Rafael against Kramer Workplace Investigations and Ms. Kramer. 10. The City of San Rafael may discharge Kramer Workplace Investigations as its attorney at any time. Kramer Workplace Investigations may withdraw as the attorney in the above -referenced matter for good cause. Good cause includes, but is not limited to, the following: the City's breach of this Agreement; the City's failure to pay bills on time; the City's refusal to cooperate with Ms. Kramer; the development of an irreconcilable conflict between the City of San Rafael and Ms. Kramer as to the conduct of a matter. 11. Nothing in this Agreement and nothing in statements made to you will be construed as a guarantee or promise about the outcome of the investigation or any phase thereof. The City of San Rafael acknowledges that the amount of investigative fees and costs that may be incurred pursuant to this Agreement are not capable of precise prediction, and that Kramer Workplace Investigations has made no guarantees or promises and has set no limits with regard to the cost of services she provides. 12. The City of San Rafael agrees to cooperate with Ms. Kramer, to keep Ms. Kramer informed of developments, to abide by this Agreement, and to pay Kramer Workplace Investigations' bills in a timely manner. This agreement will take effect when it is received by the City of San Rafael, but its effect will be retroactive to the date Kramer Workplace Investigations first performed services on behalf of the City. Ve truly yours, '&L ren B. Kra er KBK/hs EXHIBIT 1 A. Scope of Coverage. During the term of this Agreement, ATTORNEY shall maintain, at no expense to CITY, the following insurance policies: 1. A commercial general liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, for death, bodily injury, personal injury, or property damage. 2. An automobile liability (owned, non -owned, and hired vehicles) insurance policy in the minimum amount of one million dollars ($1,000,000) dollars per occurrence. 3. If any licensed professional performs any of the services required to be performed under this Agreement, a professional liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($1,000,000) aggregate, to cover any claims arising out of the Attorney's performance of services under this Agreement. Where ATTORNEY is a professional not required to have a professional license, CITY reserves the right to require ATTORNEY to provide professional liability insurance pursuant to this section. 4. If it employs any person, ATTORNEY shall maintain worker's compensation and employer's liability insurance, as required by the State Labor Code and other applicable laws and regulations, and as necessary to protect both ATTORNEY and CITY against all liability for injuries to Attorney's officers and employees. ATTORNEY'S worker's compensation insurance shall be specifically endorsed to waive any right of subrogation against CITY. B. Other Insurance Requirements. The insurance coverage required of the ATTORNEY in subparagraph A of this section above shall also meet the following requirements: 1. Except for professional liability insurance, the insurance policies shall be specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as additionally named insureds (for both ongoing and completed operations) under the policies. 2. The additional insured coverage under ATTORNEY'S insurance policies shall be primary with respect to any insurance or coverage maintained by CITY and shall not call upon City's insurance or self-insurance coverage for any contribution. The "primary and noncontributory" coverage in ATTORNEY'S policies shall be at least as broad as ISO form CG20 01 0413. 3. Except for professional liability insurance, the insurance policies shall include, in their text or by endorsement, coverage for contractual liability and personal injury. 4. The insurance policies shall be specifically endorsed to provide that the insurance carrier shall not cancel, terminate or otherwise modify the terms and conditions of said insurance policies except upon ten (10) days written notice to the PROJECT MANAGER. 5. If the insurance is written on a Claims Made Form, then, following termination of this Agreement, said insurance coverage shall survive for a period of not less than five years. 6. The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement 4 7. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of CITY (if agreed to in a written contract or agreement) before CITY'S own insurance or self-insurance shall be called upon to protect it as a named insured. 8. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to CITY or any other additional insured party. Furthermore, the requirements for coverage and limits shall be: (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. C. Deductibles and SIR's. Any deductibles or self-insured retentions in Attorney's insurance policies must be declared to and approved by the PROJECT MANAGER and City Attorney, and shall not reduce the limits of liability. Policies containing any self-insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or CITY or other additional insured party. At City's option, the deductibles or self- insured retentions with respect to CITY shall be reduced or eliminated to City's satisfaction, or ATTORNEY shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney's fees and defense expenses. D. Proof of Insurance. ATTORNEY shall provide to the PROJECT MANAGER or CITY'S City Attorney all of the following: (1) Certificates of Insurance evidencing the insurance coverage required in this Agreement; (2) a copy of the policy declaration page and/or endorsement page listing all policy endorsements for the commercial general liability policy, and (3) excerpts of policy language or specific endorsements evidencing the other insurance requirements set forth in this Agreement. CITY reserves the right to obtain a full certified copy of any insurance policy and endorsements from ATTORNEY. Failure to exercise this right shall not constitute a waiver of the right to exercise it later. The insurance shall be approved as to form and sufficiency by PROJECT MANAGER and the City Attorney. Acceptance UWe have read and understood the foregoing terms and agree to them as of the date Kramer Workplace Investigations first provided services. Dated: May_, 2017 City of San Rafael By: Title Approval as to form: City Attorney: I— -Fe- 'U b CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Human Resources Project Manager: Stacey Peterson Extension: x3069 Contractor Name: Karen Kramer Contractor's Contact: 925-838-6435 Contact's Email: jbs@adcl.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor b. Email contract (in Word) & attachments to City 4/19/2017 Atty c/o Laraine.Gittens@cityofsanrafael.org ®/ SP 2 City Attorney a. Review, revise, and comment on draft agreement 5/1/2017 and return to Project Manager 5/26/2017 b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor 3 Project Manager Forward three (3) originals of final agreement to 5/5/2017 contractor for their signature 4 Project Manager When necessary, * contractor -signed agreement ® N/A agendized for Council approval *PSA > $20,000; or Purchase > $35,000; or Or Public Works Contract> $125,000 Date of Council approval Click here to enter a date. PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City 5/26/17 SP Attorney with printed copy of this routing form 6 City Attorney Review and approve hard copy of signed h �agreement 7 City Attorney Review and approve insurance in PINS, and bonds (for Public Works Contracts) 8 City Manager/ Mayor Agreement executed by Council authorized official �'30,t 7 9 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager