Contract - OC Sanitation - 2015-03-25OCSD -CMSD Lending Agreement
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SENIOR HUMAN RESOURCES ANALYST
LENDING AGREEMENT
This Agreement is made thisLDday of March 2015, 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 previously entered into an agreement wherein OCSD assigned an
OCSD senior human resources analyst ( "HR Analyst") to serve as the interim human resources
manager for CMSD ('Position') for six (6) months as a workforce development opportunity;
D. The workforce development opportunity arrangement benefitted both CMSD and OCSD;
E. CMSD requested to extend the terms of the Agreement through June 30, 2015, to which
OCSD was amenable; and
F. 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 March 21, 2015 through June 30, 2015, unless
terminated earlier as provided below.
B. 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.
C. 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.
D. 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.
E. In no event shall HR Analyst be considered an employee of CMSD. HR Analyst shall
remain an employee of OCSD,
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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.
B. 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 $73.30 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 $73.30 per hour payment, CMSD shall
not be responsible to pay any compensation to GCSD 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.
I. 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.
L 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
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date, CMSD shall notify OCSD of the removal and this Agreement will be deemed terminated
upon said notice.
III. OCSUS RIGHTS AND
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 work 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
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,
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made by or on behalf of HR Analyst or any government entity for work performed under this
Agreement.
D. 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.
E. 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.
F. In the event that it is determined by a Court or similarjudicial 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.
G. 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
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
Title: General Manager
Date: 3-30—!_'9_
ATTEST
By:
Name:
Title: District Clerk
Date: 03/30/2015
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ORANGE COUNTY SANITATION
DISTRICT
By:
Name: Tom Beamish
Title: Rnard Chair
Date: 3�85I Li
By
Name: Il Lo
Title: Amino Clete of the. Rnard
Date: ✓ IZJI I'
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Costa Mesa Sanitary District
...an Independent Special District
Memorandum
To: Board. of Directors
From: Scott Carroll, General Managej/
Date: March 26, 2015
Subject: Shared Services from Orange County Sanitation District (OCSD)
Human Resources & Risk Management
Summary
On October 18, 2014, CMSD and OCSD entered into an agreement where OCSD
assigned one of their senior human resources analyst to serve as CMSD's Interim
Administrative Services Manager. The approved agreement supports the Orange County
Local Agency Formation Commission (LAFCO) Shared Services Program. The
arrangement is working so well that staff requested an extension of the service through
June 30, 2015 in which OCSD has agreed to CMSD's request.
Staff Recommendation
That the Board of Directors approves the Agreement and authorizes the General Manager
to sign said Agreement.
Analysis
For the past six months the Interim Administrative Services Manager has performed the
following duties:
• Administer employee health, welfare, retirement benefits;
• Advise and assist employees and management in a variety of personnel matters
including the interpretation and application of personnel policies identified in the
Employee Handbook and Administrative Regulations;
• Supervise, mentor and coach the Administrative Assistant to have a successful
career in the human resources profession;
• Facilitate a classification and salary compensation survey;
Protecting our community's health and the environment by providing solid waste and sewer collection services.
www.crosdca.eov
Board of Directors
March 26, 2015
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• Recruit the Maintenance Assistant and Permit Technician positions;
Coordinate with managers and supervisors completing performance evaluations of
their subordinates;
• Updated policies in the Employee Handbook;
• Researched an analyzed the Affordable Care Act (ACA) "Cadillac Tax';
• Developed and implemented a coaching and mentoring program for all CMSD
employees;
• Process claims and litigation in conjunction with the District's claims administrator;
• Identify major areas of risk and risk control;
• Facilitate the coordination of safety committee meetings.
Staff requested a three month extension of the service so that the Interim Administrative
Services Manager can continue training and coaching CMSD's Administrative Assistant in
human resources responsibilities so that this employee can transition into the human
resources role for the organization on a permanent basis.
Strategic Plan Element & Goal
This item complies with Strategic Element 3.0., Partnerships, and Strategic Goal No. 3.2,
Strengthen our ties with local governments, special districts and educational institutions.
Legal Review
The attached agreement is nearly identical to the October 18, 2014 Agreement in which
Deputy District Counsel has reviewed and approved. The only difference in the new
agreement is the hourly rate. The hourly rate is increasing from $72.00 to $73.30.
Environmental Review
The consideration of sharing administrative services with another government agency is
an administrative matter and is not a disturbance of the environment similar to grading or
construction and is not a project under CEQA or the District's CEQA Guidelines.
Financial Review
As of the date of this report, the District has been invoiced for four months of Senior
Human Resource Analyst service (10/20/14 — 2/5/15) for a total of $27,864. There is
approximately $17,280 or 240 hours, left on the existing contract which ends March 20,
2015. The additional 576 hours to extend the contract through June 30, 2015 at the
increased rate of $73.30 would cost approximately $42,000. The entire cost of services
from October 20, 2014 through June 30, 2015 is estimated to be under $87,500. Staff
believes there is adequate budgeted funds available for this service due to the vacate
Administrative Services Manager position.
Board of Directors
March 26, 2015
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Public Notice Process
Copies of this report are on file and will be included with the entire agenda packet for the
March 26, 2015 Board of Directors regular meeting at District headquarters and on
District's website.
Alternative Actions
1. Do not approve the Agreement and direct staff to begin recruiting for a permanent
Administrative Services Manager.
Attachments A: Lending Agreement with OCSD
- B: Lending Agreement with OCSD dated October 18, 2014
Reviewed by:
Wendy Dav
Finance Manager