Loading...
Contract - OC Sanitation - 2014-10-15SENIOR HUMAN RESOURCES ANALYST LENDING AGREEMENT This Agreement is made this IIcday of October 2014, by and between Orange County Sanitation District, a special district, (hereinafter, "OCSD ") with Costa Mesa Sanitary District, a special district, (hereinafter, "CMSD "). A. CMSD is a special district formed under the Sanitary District Act of 1923 (Health & Safety Code §§ 6400 et seq.). The CMSD boundaries encompass all of the City of Costa Mesa and portions of Newport Beach and unincorporated Orange County. The CMSD provides wastewater collection and transmission to Orange County Sanitation District facilities for treatment and disposal; B. OCSD is a special district formed under the County Sanitation District Act of 1939 (Health & Safety Code §§ 4700 et seq.) that provides wastewater collection, treatment, and disposal services for central and northwest Orange County. C. CMSD and OCSD desire to enter into an agreement wherein OCSD will assign an OCSD senior human resources analyst ( "HR Analyst ") to serve as the interim human resources manager for CMSD ('Position ") for up to six (6) months as a workforce development opportunity; D. The workforce development opportunity arrangement will benefit both CMSD and OCSD; and E. The purpose of this Agreement is to set forth the terms and conditions governing the understanding between the Parties. THE PARTIES AGREE AS FOLLOWS: GENERAL TERMS A. This Agreement shall be effective from October 20, 2014 through March 20, 2015, unless terminated earlier as provided below. B. The beginning date and ending date of the Position shall be mutually agreed by the parties prior to the HR Analyst beginning in the Position. C. Either party may terminate this Agreement without cause for any reason at any time upon giving at least thirty (30) days prior written notice to the other party. Such notice shall state the termination date. D. Either Party may immediately terminate this Agreement for cause including, but not limited to, the failure of the other Party to satisfy its obligations under this Agreement. E. In the event of termination of this Agreement, HR Analyst shall immediately cease all activities in the Position and return to OCSD. Additionally, any payments owed by either party to the other will immediately become due and outstanding. OCSD -CMSD Lending Agreement Page 2 of 5 F. In no event shall HR Analyst be considered an employee of CMSD. HR Analyst shall remain an employee of OCSD. F. Both Parties agree not to subcontract, assign, or otherwise transfer the Agreement or any part of the services to be performed under this Agreement without prior written consent and approval from the other Party. II. CMSD'S RIGHTS AND RESPONSIBILITIES A. CMSD shall comply with all applicable local, state, and federal labor laws as they apply to HR Analyst including, but not limited to the Fair Labor Standards Act, Family and Medical Leave Act, Americans with Disabilities Act, Title VII of the Civil Rights Act of 1964, California Labor Code, Fair Employment and Housing Act, and California Family Rights Act. B. CMSD shall reimburse OCSD at a rate of $72 per hour for all costs and payment of salary, wages, and benefits related to the continued employment of HR Analyst during the period HR Analyst works in the Position. This hourly rate includes, but is not limited to salary, wages, healthcare benefits, retirement contributions, other vested benefits, and all payroll taxes and withholdings applicable to such payments. Aside from the $72 per hour payment, CMSD shall not be responsible to pay any compensation to OCSD or HR Analyst for work performed for CMSD. C. OCSD shall be the sole and exclusive Party responsible for determining and paying HR Analyst's rate of pay and amount of salary, wages, and benefits payable to HR Analyst during the period HR Analyst works in the Position. D. CMSD shall notify OCSD of HR Analyst's use of medical leave, personal leave, compensatory time off, administrative leave or floating holiday to allow OCSD to make necessary adjustments to invoice amounts caused by HR Analyst's use of paid or unpaid leave. E. CMSD shall pay all invoices within thirty (30) days of invoice date. F. CMSD agrees not to enter into any contract or agreement with any other party, agency, entity, or person which may have the effect of obligating OCSD in any way, except with the prior written consent of OCSD. G. CMSD, at its sole cost and expense, shall obtain, keep in force, and maintain any policy of insurance necessary or appropriate to provide coverage, defense, or indemnification of OCSD as it relates to HR Analyst or HR Analyst's performance during the period HR Analyst works in the Position. H. CMSD agrees and covenants that they will maintain a work environment free from unlawful discrimination and /or harassment in compliance with federal and state law. J. CMSD will, at its sole cost, provide HR Analyst with Workers' Compensation coverage during the period HR Analyst works in the Position. Should CMSD fail to provide proper Workers' Compensation coverage to HR Analyst, CMSD agrees to defend, indemnify, and reimburse OCSD for any and all costs associated with Workers' Compensation coverage to HR Analyst during the period HR Analyst works in the Position. OCSD -CMSD Lending Agreement Page 3 of 5 K. CMSD may remove HR Analyst from the Position in its sole discretion and for any reason. Should CMSD remove HR Analyst from the Position prior to the agreed termination date, CMSD shall notify OCSD of the removal and this Agreement will be deemed terminated upon said notice. III. OCSD'S RIGHTS AND RESPONSIBILITIES A. OCSD shall assume sole and exclusive responsibility for the payment of HR Analyst's salary, wages, and benefits during the period HR Analyst works in the Position. OCSD shall be the sole and exclusive Party responsible for determining HR Analyst's rate of pay and amount of salary, wages, and benefits payable to HR Analyst during the period HR Analyst works in the Position. B. OCSD shall be solely responsible for the payment of any payroll taxes, withholdings, and any other insurance premiums and benefits of any kind owed to HR Analyst. C. OCSD shall invoice CMSD on a monthly basis for the hours HR Analyst works in the Position. D. OCSD shall be responsible for counseling and disciplining HR Analyst. CMSD may provide input on HR Analyst performance to OCSD and may request OCSD take disciplinary action against HR Analyst. OCSD shall maintain HR Analyst records, including but not limited to, personnel file, medical file, and discipline file. E. OCSD agrees that HR Analyst shall maintain information obtained at CMSD in confidence and shall indemnify, defend and hold CMSD harmless from and against all claims and damages arising from HR Analyst's breach of privacy laws arising from disclosure of information obtained from CMSD. IV. INDEMNIFICATION A. CMSD agrees to defend all claims of loss, indemnify and hold harmless OCSD and its officers, officials, agents, volunteers and employees from any and all claims for damage to property, personal injury, wrongful death or other losses and costs, including but not limited to reasonable attorney fees and defense costs, arising out of the negligent acts or omissions or willful misconduct of CMSD or its agents, employees, officers, officials, or volunteers in the performance of this Agreement. B. OCSD agrees to defend all claims of loss, indemnify and hold harmless CMSD and its officers, officials, agents, volunteers and employees from any and all claims for damage to property, personal injury, wrongful death or other losses and costs, including but not limited to reasonable attorney fees and defense costs, arising out of the negligent acts or omissions or willful misconduct of OCSD or its agents, employees, officers, officials, or volunteers in the performance of this Agreement. C. No employee benefits, except workers compensation, shall be available to HR Analyst from CMSD in connection with worked performed under this Agreement. Except for the hourly fees paid by CMSD to OCSD as provided for in this Agreement, CMSD shall not pay salaries, wages, benefits, or any other form of compensation to OCSD or HR Analyst for performing services hereunder. CMSD is not responsible for any taxes or government withholdings on behalf OCSD -CMSD Lending Agreement Page 4 of 5 of HR Analyst. OCSD agrees to defend, indemnity, and hold CMSD harmless against any claims for wages, salary, benefits, or withholdings, exempting only workers compensation benefits, made by or on behalf of HR Analyst or any government entity for work performed under this Agreement. C. CMSD agrees to defend all claims of loss, indemnify, and hold harmless OCSD and its officers, officials, agents, volunteers and employees from any and all claims for damage to property, personal injury, wrongful death or other losses and costs, including but not limited to reasonable attorney fees and defense costs, arising out of the negligent acts or omissions or willful misconduct of the HR Analyst and relating to work performed by HR Analyst pursuant to this Agreement during the period HR Analyst works in the Position. D. CMSD hereby releases, waives, and discharges OCSD its officers, officials, agents, volunteers and employees from, and covenants not to sue OCSD for, any and all claims for damage to property, personal injury, wrongful death or other losses and costs, including but not limited to reasonable attorney fees and defense costs, arising out of the negligent acts or omissions or willful misconduct of the HR Analyst and relating to work performed by HR Analyst pursuant to this Agreement during the period HR Analyst works in the Position. E. In the event that it is determined by a Court or similar judicial body that HR Analyst was subjected to discrimination, harassment, or retaliation at CMSD property or by a CMSD employee or official, under any local, state, or federal law during the time HR Analyst held the Position, CMSD shall pay the costs of OCSD's legal defense and fully indemnify OCSD against any and all claims asserted against OCSD or its officers, officials, agents, volunteers or employees per the terms of all indemnification provisions in this Agreement. F. CMSD and OCSD expressly agree that the foregoing Indemnification and Release provisions are intended to be as broad as possible and inclusive as is permitted by the laws of the State of California and that if any portion is held invalid, it is agreed that the balance shall, notwithstanding, continue in full legal force and effect. V. MISCELLANEOUS PROVISIONS A. Captions and headings in this Agreement are solely for the convenience of the parties, are not a part of this Agreement, and shall not be used to interpret or determine the validity of this Agreement or any of its provisions. B. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts together shall constitute one and the same instrument. C. This Agreement is the entire agreement between the parties. No other agreements, oral or written, have been entered into with respect to the subject matter of this Agreement. D. The validity, interpretation, and performance of this Agreement shall be governed by and construed in accordance with the laws of the State of California. VI. EXECUTION OCSD -CMSD Lending Agreement Page 5 of 5 By signing below, each of the following represent that they have authority to execute this Agreement and to bind the party on whose behalf their signature is made. COSTA MESA SANITARY DISTRICT ORANGE COUNTY SANITATION DISTRICT By: Name: Scott Carroll Name: James D. Herbert Title: General Manager Date: \ O - \3- i y Title: General Manager Date: &o e