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HomeMy WebLinkAboutRachel Shaw Inc. - Missing Exhibit A - 2026 Docusign Envelope ID:C32EB6B4-A1B5-8B62-8086-8B12DE196602 SHORT FORM SERVICES AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND RACHEL SHAW INC. THIS AGREEMENT ("Agreement") is entered into by and between the CITY OF NATIONAL CITY, a municipal corporation ("CITY"), and RACHEL SHAW INC., a California corporation("CONSULTANT"). NOW,THEREFORE, CITY agrees to engage CONSULTANT to perform the services set forth herein in accordance with the following terms and conditions: 1. DESCRIPTION OF SERVICES. CONSULTANT shall provide services as outlined in attached proposal, Exhibit"A". 2. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement shall not become effective and binding until fully executed by both the CITY and CONSULTANT. The duration of this Agreement is from the effective date through August 20, 2026. 3. COMPENSATION. The total compensation to CONSULTANT for providing the services set forth herein shall not exceed a one-time cost of $8,500. The compensation for CONSULTANT'S work shall be based upon and not exceed the rates given in Exhibit"A"without prior written authorization from CITY. 4. PAYMENT SCHEDULE. CITY will make payment within thirty (30) days of receiving and approving a billing statement for the satisfactorily completed services of CONSULTANT. 5. ACCEPTABILITY OF WORK. The CITY shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance, and/or the compensation payable to the CONSULTANT. 6. INDEPENDENT CONTRACTOR. It is agreed that CONSULTANT is an independent CONSULTANT, and all persons working for or under the direction of CONSULTANT are CONSULTANT's agents, servants, and employees, and said persons shall not be deemed agents, servants, or employees of CITY. 7. DRUG FREE WORKPLACE. The CONSULTANT agrees to comply with the CITY's Drug-Free Workplace requirements.Every person awarded a contract by the CITY for the provision of services shall certify to the CITY that it will provide a drug-free workplace. Any subcontract entered into by the CONSULTANT pursuant to this Agreement shall contain this provision. 8. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or Standard Short Form Agreement Page 1 of 7 City of National City and 2025 Rachel Shaw Inc. Docusign Envelope ID C32EB6B4-A1B5-8B62-8086-8B12DE196602 medical condition. The CONSULTANT will take positive action to insure that applicants are employed without regard to their age,race,color,ancestry,religion,sex,sexual orientation,marital status,national origin,physical handicap, or medical condition. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training,including apprenticeship.The CONSULTANT agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 9. INDEMNIFICATION AND HOLD HARMLESS. To the maximum extent provided by law, the CONSULTANT agrees to defend, indemnify and hold harmless the City of National City, its officers, officials, agents, employees, and volunteers against and from any and all liability,loss,damages to property,injuries to,or death of any person or persons,and all claims, demands, suits,actions,proceedings,reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONSULTANT's performance or other obligations under this Agreement; provided, however, that this indemnification and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the CITY, its agents, officers, employees, or volunteers. CITY will cooperate reasonably in the defense of any action, and CONSULTANT shall employ competent counsel,reasonably acceptable to the City Attorney. The indemnity, defense, and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 10. EMPLOYEE PAYMENTS AND INDEMNIFICATION. 10.1 PERS Eligibility Indemnification. If CONSULTANT's employee(s) providing services under this Agreement claims, or is determined by a court of competent jurisdiction or the California Public Employees Retirement System ("PERS") to be eligible for enrollment in PERS of the CITY, CONSULTANT shall indemnify, defend, and hold harmless CITY for the payment of any employer and employee contributions for PERS benefits on behalf of the employee as well as for payment of any penalties and interest on such contributions which would otherwise be the responsibility of the CITY. CONSULTANT's employees providing service under this Agreement shall not:(1) qualify for any compensation and benefit under PERS; (2)be entitled to any benefits under PERS; (3)enroll in PERS as an employee of CITY; (4)receive any employer contributions paid by CITY for PERS benefits;or(5)be entitled to any other PERS-related benefit that would accrue to a CITY employee. CONSULTANT's employees hereby waive any claims to benefits or compensation described in this Section 10.This Section 10 applies to CONSULTANT notwithstanding any other agency, state,or federal policy, rule,regulation, law, or ordinance to the contrary. 10.2 Limitation of CITY Liability. The payment made to CONSULTANT under this Agreement shall be the full and complete compensation to which CONSULTANT and CONSULTANT's officers,employees, agents, and subcontractors are entitled for performance of any work under this Agreement. Neither CONSULTANT nor CONSULTANT's officers, employees, agents, and subcontractors are entitled to any salary or wages, or retirement, health, Standard Short Form Agreement Page 2 of 7 City of National City and 2025 Rachel Shaw Inc. Docusign Envelope ID:C32EB6B4-A1B5-8B62-8086-8B12DE196602 leave,or other fringe benefits applicable to CITY employees.The CITY will not make any federal or state tax withholdings on behalf of CONSULTANT.The CITY shall not be required to pay any workers' compensation insurance on behalf of CONSULTANT. 10.3 Indemnification for Employee Payments. CONSULTANT agrees to defend and indemnify the CITY for any obligation, claim, suit, or demand for tax, retirement contribution including any contribution to PERS, social security, salary or wages, overtime payment, or workers' compensation payment which the CITY may be required to make on behalf of (1) CONSULTANT, (2)any employee of CONSULTANT, or (3) any employee of CONSULTANT construed to be an employee of the CITY, for work performed under this Agreement. This is a continuing obligation that survives the termination of this Agreement. 11. INSURANCE. CONSULTANT shall obtain: A. ❑ If checked, Professional Liability Insurance(errors and omissions) with minimum limits of$1,000,000 per occurrence. B. Automobile Insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non-owned, and hired vehicles. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds,and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance,with minimum limits of either $1,000,000 per occurrence and $2,000,000 aggregate, covering all bodily injury and property damage arising out of its operations,work,or performance under this Agreement.The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this"project"or"location". The"project"or"location" should be noted with specificity on an endorsement that shall be incorporated into the policy. D. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of CONSULTANT'S employees and employers' liability insurance with limits of at least$1,000,000 per accident. In addition,the policy shall be endorsed with a waiver of subrogation in favor of the CITY. Said endorsement shall be provided prior to commencement of work under this Agreement. If CONSULTANT has no employees subject to the California Workers' Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said Declaration shall be provided to CONSULTANT by CITY. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers,employees,and volunteers,so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty(30)days prior written notice to the CITY's Risk Manager,at the address listed in subsection G below,of cancellation or material change. F. Said policies, except for the professional liability and workers' compensation policies,shall name the CITY and its officers, agents,employees,and volunteers as additional insureds,and separate additional insured endorsements shall be provided. G. The Certificate Holder for all policies of insurance required by this Section shall be: Standard Short Form Agreement Page 3 of 7 City of National City and 2025 Rachel Shaw Inc. Docusign Envelope ID:C32EB6B4-A1B5-8B62-8086-8B12DE196602 15. ADMINISTRATIVE PROVISIONS. A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday,or federal, state,or legal holiday,then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday, or federal, state, or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which,together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein,the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto,to any person or entity other than the parties hereto. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes.To the extent any exhibits,schedules, or provisions thereof conflict or are inconsistent with the terms and conditions contained in this Agreement,the terms and conditions of this Agreement will control. F. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. G. Assignment&Assumption of Rights. CONSULTANT shall not assign this Agreement, in whole or in part, to any other party without first obtaining the written consent of CITY. H. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. I. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. The venue for any legal action arising under this Agreement shall be in either state or federal court in the County of San Diego, State of California. The CONSULTANT shall comply with all laws, including federal, state, and local laws,whether now in force or subsequently enacted. J. Audit. If this Agreement exceeds ten-thousand dollars($10,000),the parties shall be subject to the examination and audit of the State Auditor for a period of three (3) years after final payment under the Agreement,per Government Code Section 8546.7. K. Entire Agreement. This Agreement supersedes any prior agreements, negotiations, and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof.No subsequent agreement,representation,or promise made by either party hereto,or by or to an employee,officer,agent,or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. L. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. M. Subcontractors or Subconsultants. The CITY is engaging the services of the CONSULTANT identified in this Agreement. The CONSULTANT shall not subcontract any portion of the work, unless such subcontracting was part of the original proposal or is allowed by the CITY. In the event any portion of the work under this Agreement is subcontracted, the Standard Short Form Agreement Page 5 of 7 City of National City and 2025 Rachel Shaw Inc. Docusign Envelope ID.C32EB6B4-A1B5-8B62-8086-8B12DE196602 subcontractor(s) shall be required to comply with and agree to, for the benefit of and in favor of the CITY, both the insurance provisions in Section 11 and the indemnification and hold harmless provision of Section 9 of this Agreement. N. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii)each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii)each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement,or any portions hereof,or any amendments hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year written below. CITY OF NATIONAL CITY RACHEL SHAW INC. (Corporation-signatures of two corporate officers required) (Partnership or Sole proprietorship-one signature) By• 216BA6BC8F0F44B... uglas e B I s y'ager Rach�.te��°ha� .�w,..cnei saw President/Principal Consultant APPROVE AS 0 FORM: Date: 7/28/2026 By: Heidi Skinner City Attorney Date: 27 s - 0 0 Standard Short Form Agreement Page 6 of 7 City of National City and 2025 Rachel Shaw Inc. Docusign Envelope ID:C32EB6B4-A1B5-8B62-8086-8B12DE196602 CONTACT INFORMATION CITY OF NATIONAL CITY RACHEL SHAW INC. 140 E. 12th Street, Suite A 107 N. Reino Rd, Suite 360 National City, CA 91950-4397 Newbury Park, CA 91320 Phone: (619)336-4309 Phone: (805)607-7170 Contact: Rex Sanders Contact: Rachel Shaw Title: Interim Human Resources Director Title: President/Principal Consultant Dept.: Human Resources Department Email: rachelarachelshaw.com Email: rsanders@nationalcityca.gov Taxpayer I.D.No.: 99-4026787 Standard Short Form Agreement Page 7 of 7 City of National City and 2025 Rachel Shaw Inc. Training Proposal Rev. 2 City of National City Page 1 of 2 June 19, 2026 City of National City Human Resources Department 1243 National City Blvd. National City, CA 91950 Attn.: Rex Sanders DISABILTY COMPLIANCE TRAINING PROPOSAL: CITY OF NATIONAL CITY Dear Rex: Thank you again for taking the time to speak with me regarding partnering with the City of National City to deliver disability compliance and education training. As discussed, please find the proposed training structure and pricing. I look forward to the opportunity to partner with you to build internal capacity, strengthen compliance practices, and support your supervisors and HR teams in this important work. FULL-DAY TRAINING OPTION: This full-day, on-site program includes one 2-hour supervisor training session and one 4-hour Human Resources team training, providing a total of 6 hours of live instruction tailored to the unique needs of the City. a.SUPERVISOR TRAINING (2-Hour Live Session) Disability Compliance Training for Supervisors and Managers Session Description: Supervisor actions are often the first and most influential touchpoint in both the disability interactive process and the leave-management experience. When supervisors understand their role, - and equally important, their role limits - they become one of the organization’s greatest assets. Without this understanding, even well- intentioned decisions can inadvertently create liability. This two-hour session equips supervisors with clear, practical guidance on how to recognize potential disability accommodation matters, what they can and cannot ask, how to appropriately escalate matters to HR, and how to support employees while staying within their professional lane. Topics include: •FMLA/CFRA rights and obligations •ADA/FEHA/PWFA leave and reasonable accommodation concepts •When disability and discipline intersect •Documentation expectations and escalation pathways •Their role within the City’s disability compliance programming b.SUPERVISOR TRAINING (One Live Remote or Recorded Session) Disability Compliance Training for Supervisors and Managers Session Description: This session duplicates the training presented under Section A above and may be delivered either live via Zoom, including a question-and-answer session, or as a recorded session for the City's use. The live Zoom training will Exhibit "A" Training Proposal Rev. 2 City of National City Page 2 of 2 need to be scheduled and delivered by December 31, 2026. If the recorded option is selected, the recording will be delivered within one month following the live session. c. HUMAN RESOURCES TEAM TRAINING (4 Hours) From “What and Why” to “How”: Applying the ADA/FEHA Interactive Process with Confidence Session Description: This session is designed specifically for HR, with options to invite your partners in leave management, workers’ compensation, labor relations, and legal personnel to attend. It builds on the foundational “what and why” presented to supervisors and shifts to the operational how of managing the ADA/FEHA leave and workplace accommodations. During this session, I will walk participants through her industry-recognized Disability Interactive Process Hallway® Protocol, providing a clear, step-by-step model for gathering appropriate data, evaluating essential functions, conducting legally compliant interactive meetings, coordinating ADA/FEHA with FMLA/CFRA and other statutory leaves, and documenting decisions in a consistent and defensible manner. Through real-world examples, scenarios, and practical tools, participants will learn to manage both routine and complex matters with clarity, confidence, and compassion—supporting legally compliant, equitable, and efficient outcomes across both organizations. PRICING The standard fee for this level of training (6 hours of on-site instruction, plus electronic tools and samples) is $12,500 plus travel. However, I am pleased to offer this training to the City for the flat rate of $8,500. This rate also includes the bonus content described under Section B above at no cost. DATE OPTIONS: Upon discussion, I am holding the following two dates for the live sessions. Please advise if you would like to explore alternatives: • August 6th • August 20th Thank you again for the opportunity to submit this proposal. Please do not hesitate to contact me if you have any questions, would like to discuss alternative formats, or require additional information. I can be reached at 805.607.7170, or at rachel@rachelshaw.com. Respectfully submitted, President/Principal Consultant Rachel Shaw, Inc.