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HR Educational Training 2017CONSULTING SERVICES AGREEMENT This Agreement was entered into on October 9 , 2017, by and between 34th Street, Inc. ("COMPANY'), located at 3332 Heights Drive, Suite 215, Cameron Park, California 95682 and City of San Rafael ("CLIENT"), located at 1400 Fifth Avenue, San Rafael, California 94901. WITNESSETH WHEREAS, CLIENT wishes to retain COMPANY, for itself or a subsidiary, for professional and technical services as set forth below; and WHEREAS, COMPANY wishes to provide the aforesaid services; NOW THEREFORE In consideration of the foregoing and the promises and undertakings set forth herein, the parties agree as follows: 1. CONTRACT TERM This contract period shall be from the commencement of work on October 12, 2017 through October 12, 2017, or through date of extension by mutual written agreement for continued services. 2. GENERAL COMPANY hereby agrees to provide CLIENT with services as set forth in Exhibit A hereto (Scope of Services). The services will be provided at mutually agreeable locations in the City of San Rafael, the scope of which may change during the term of this Agreement. CLIENT hereby agrees to pay COMPANY and COMPANY agrees to accept in full satisfaction for its services rendered hereunder, compensation in accordance with the fees specified in the Scope of Services. The terms of this Agreement and its Exhibits, shall constitute the entire contract between the parties. This Agreement may be amended or modified only in writing if agreed to and signed by COMPANY and CLIENT. 3. INDEPENDENT CONTRACTOR COMPANY agrees that its relationship to CLIENT is that of an independent contractor and, as such, that COMPANY is wholly responsible for all of its own taxes, withholdings and/or similar matters. It is agreed and understood that COMPANY has no authority or power to act for, enter into contracts of any type or incur any liability or obligation on behalf of or for CLIENT. 4. CLIENT RESPONSIBILITIES A. Client shall provide the data and access to personnel necessary to assist COMPANY in performing the Services, including but not limited to those listed in Exhibit A Attached. B. CLIENT acknowledges that in performing the Services, COMPANY shall rely on all information furnished by CLIENT and on any decisions made or approvals given by Client in connection with the Services. COMPANY shall be under no obligation to verify or investigate the accuracy or completeness of the data and information provided by CLIENT, and COMPANY shall have no liability or responsibility for any inaccuracies in the data or information and/or for any reports, services, materials, or documents prepared or provided to CLIENT based on such inaccurate or incomplete data or information. 5. DEFEND & INDEMNIFY A. CLIENT shall indemnify, defend and hold harmless COMPANY, its directors, officers, agents and employees from any and all causes of actions, claims, damage loss, costs, and expenses attributable to the negligent or otherwise wrongful acts or omissions of CLIENT or CLIENT's employees, agents, representatives or contractors. Lt. , 3 - �p LP lv B. COMPANY shall indemnify, defend, and hold harmless CLIENT, its directors, officers, agents and employees from any and all causes of actions, claims, damage, loss, costs and expenses resulting from COMPANY's failure to protect against disclosure of Confidential Information, as defined in Section 6, as well as for COMPANY's misappropriation of Confidential Information, as defined in Section 6. C. COMPANY shall defend and indemnify CLIENT from and against all claims, damage, liability and expenses (including but not limited to court costs and reasonable attorney's fees) related to or arising out of allegations that the services rendered by COMPANY infringe on any patent, copyright or other intellectual property right enforceable in the United States. D. The above defense, indemnification and hold harmless undertakings by the parties shall survive the termination of this Agreement. 6. CONFIDENTIALITY COMPANY, or anyone acting on its behalf, acknowledges that it may receive CLIENT's confidential or proprietary business information or trade secrets of CLIENT in the course of rendering its services. In addition, COMPANY, or anyone acting on its behalf, acknowledges that CLIENT has in its possession insurance claim files of others, and that those files contain non-public personal information protected against disclosure by the Gramm -Leach -Bliley Act, 15 U.S.C. 6801- 6809, et. seq and/or personal health information protected against disclosure by the Health Insurance Portability and Accountability Act, 42 U.S.C. 1301, et. seq. ("HIPAA" ). The information in those files and CLIENT's confidential or proprietary business information or trade secrets are collectively referred to as "Confidential Information". As between CLIENT and COMPANY and for purposes of this Agreement, all Confidential Information shall be deemed owned by CLIENT. COMPANY, or anyone acting on its behalf, agrees to hold such Confidential Information in confidence and to protect such Confidential Information with at least the same degree of care as it normally exercises to protect its own confidential or proprietary information or trade secrets of a similar nature. COMPANY, or anyone acting on its behalf, further agrees to not disclose such Confidential Information to any third party without the prior written approval of CLIENT. COMPANY shall promptly notify CLIENT in the event of a failure to comply with its obligations under this Section 4. To the extent required by law, this Agreement shall be a "Business Associate Agreement" as defined and required by HIPAA. COMPANY agrees that all CLIENT data provided to COMPANY under this Agreement shall be received in confidence and shall not be disclosed to any third parties, except as reasonably necessary for COMPANY to perform its services hereunder or to comply with any validly issued subpoena or court order; provided, that to the extent not prohibited by law, COMPANY shall provide prior written notice of such disclosure to CLIENT so that CLIENT may have a chance to review such disclosure, object to such disclosure, and, if applicable, seek confidential treatment of any data to be included in such disclosure. The Services and work product provided by COMPANY hereunder are provided for the exclusive use of CLIENT. Notwithstanding the foregoing, nothing contained herein shall prohibit COMPANY from using any of COMPANY's general knowledge or knowledge acquired under this Agreement to perform similar services for others; provided however, that COMPANY shall not use any of CLIENT's confidential information in providing services to others. 7. TERMINATION OF AGREEMENT CLIENT and COMPANY shall have the right to terminate this Agreement, with or without cause, at any time upon 30 days' prior written notice to the other. After this agreement is terminated, CLIENT shall compensate COMPANY for professional time provided and expenses incurred up to and including the date of termination. All CLIENT Documents secured to the point of contract termination shall be returned to CLIENT upon request. 8. INSURANCE A. To the extent required by law, COMPANY will obtain and maintain Workers' Compensation Insurance for its employees, with policy limits no less than the minimum statutory requirements. COMPANY will provide CLIENT with a Waiver of Subrogation in accordance with the aforementioned Page 2of5 Workers' Compensation Insurance. COMPANY will provide CLIENT with a Certificate of Insurance which reflects the aforesaid coverage. B. COMPANY will obtain and maintain Commercial General Liability (CGL) Insurance, with broad form coverage, and Professional Liability Insurance specific to the services provided under this Agreement. COMPANY will provide CLIENT with Certificates of Insurance which reflect the approved limits of liability. The policy limits shall not be less than one million dollars ($1,000,000) in CGL, and not less than two million dollars ($2,000,000) in Professional Liability Insurance coverage. 9. REPRESENTATIONS The services to be provided by COMPANY are not of a legal or accounting nature and COMPANY shall in no event give, or be required to give, any legal opinion or provide any legal or accounting representation to CLIENT. 10. INTELLECTUAL PROPERTY RIGHTS CLIENT acknowledges that COMPANY's processes, know-how, materials, and computer systems (hereinafter collectively referred to as "Works") are proprietary. Neither CLIENT nor anyone acting on its behalf will acquire any rights of any kind whatsoever in COMPAMNY's Works or any part thereof. To the extent or anyone acting on its behalf provides services, whether related to COMPANY's Works or otherwise, all such services and anything COMPANY or anyone acting on its behalf develops in connection with this Agreement shall be considered a work for hire and shall be the sole and exclusive property of COMPANY. To the extent CLIENT has any rights in anything developed under this Agreement, notwithstanding the foregoing, this Agreement constitutes an assignment to COMPANY of all patent, copyright, and all other intellectual property developed during the assignment, including without limitation, all rights in flow charts, code, descriptive materials, data structures, screen layouts and business processes and CLIENT hereby grants and shall grant a perpetual, exclusive, fully -paid, transferable, worldwide license in and to such intellectual property. 11. WARRANTIES In addition to all warranties, expressed or implied, established by statutes or common law, or elsewhere set forth. COMPANY warrants that all goods provided and/or services rendered will conform to all specifications, drawings, samples and any other description, furnished or adopted by CLIENT, and will be of best quality and fit and sufficient for the purposes intended. COMPANY warrants that it possesses proper rights to provide services and that said services are free from any lien or encumbrance of any kind. COMPANY warrants that it and its employees have secured and possess all required licenses necessary to provide the agreed upon goods and/or services. COMPANY warrants that all goods provided and services rendered comply with all applicable laws, regulations and codes. 12. ASSIGNABILITY This Agreement, in its entirety and each and every provision hereto, shall inure to the benefit of COMPANY and CLIENT. Neither COMPANY nor CLIENT may assign this Agreement without written consent from both parties and any such assignment shall be null and void. 13. WAIVER Any failure by either party to enforce or require strict performance of any terms or conditions of this Agreement shall not constitute a waiver thereof by such and party may at any time avail itself of the remedies it may have for any breach of the terms hereof. 14. PRIOR AGREEMENTS The terms and conditions of this Agreement, including those terms and conditions set forth in the Scope of Services, shall supersede any and all prior agreements between CLIENT and COMPANY and render those prior agreements null and void. Page 3 of 5 15. GOVERNING LAW This Agreement shall be governed by the laws of the State of California, without giving effect to any Conflict of Laws principles. 16. DISPUTES In the event of a dispute between the parties leading to litigation, the parties agree and stipulate that such litigation shall be resolved in the Superior Court of the State of California. In the event of a dispute between the parties resulting in litigation, the prevailing party may, in addition to any other relief obtained, recover its court costs and reasonable attorney's fees. 17. NAME USAGE Except as necessary for CLIENT to perform its duties as set forth in this Agreement, CLIENT shall not utilize COMPANY's trade names, logos, trademarks, service marks or other identification in any press release, advertisement, marketing material, promotional literature, article, presentation or other type of communication, without the prior written consent of COMPANY, which consent may be withheld or denied in COMPANY's sole discretion. 18. NON -SOLICITATION CLIENT shall not hire any employee of COMPANY or induce any employee of COMPANY to terminate his or her employment (or encourage, and aid or abet any third party to do the same) at any time during which this Agreement or any extension or renewal thereof is in effect and for a period of twelve (12) months thereafter. CLIENT agrees and acknowledges that COMPANY has invested time and resources in training its personnel and that COMPANY will suffer harm, the extent of which is difficult to quantify, should CLIENT directly or indirectly cause COMPANY's employee to terminate their employment with COMPANY. Therefore, in the event that CLIENT violates this provision, CLIENT shall be liable to COMPANY for liquidated damages in a sum equal to the employee's salary for two (2) years based on the employee's salary over the two (2) months prior to the termination of that employee's employment with COMPANY. CITY OF SAN RAFAEL N., -,V& JI S UTZ, City an er ATTEST: ESTHER BEIRNE, City Clerk APPROVED AS TO FORM: J'Ji'A_ riff— ROBERT F. EPST IN, Cik Attorn Execution Date: OCTOBER _, 2017 34TH STREET, INC. GERRY PRECIADO, President Execution Date: OCTOBER _Z-, 2017 Page 4 of 5 Exhibit A COMPANY shall provide to CLIENT ONE education session focused on communication, sensitivity, conflict resolution and creating an inclusive workplace environment. The session will be interactive with the participants and provide opportunity for the participants to engage the presenter with questions and queries. The session will be conducted on October 12, 2017 by Gerry Preciado at a location to be determined by the CLIENT. The cost of the session shall be Two Thousand One Hundred and Fifty Dollars ($2,150.00). Payment should be delivered to client upon completion of presentation. Page 5 of 5 ACORO® CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DDYYY) /Y TO WHICH THIS 09/02/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Hiscox Inc. d/b/a/ Hiscox Insurance Agency in CA ac No. Ertl. (888) 202-3007 _La Nal. 520 Madison Avenue E-MAIL ADDRESS: contact@hiscox.com 32nd Floor INSURERS AFFORDING COVERAGE NAIC # _ INSURER A: Hiscox Insurance Company Inc 10200 New York, NY 10022 INSURER 8 INSURED INSURER C: 34th Street Inc. INSURER D: 3332 Heights Dr #215 GEN.L AGGREGATE LIMIT APPLIES PER: INSURER E: k Cameron Park CA 95682 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ACCORDANCE WITH THE POLICY PROVISIONS. INSR ADDLTYPE OF INSURANCE INSD MD POLICY NUMBER MM POLICY MMIDD EXP LTR LIMITS X COMMERCIAL GENERAL LIABILITY _ CLAIMS -MADE !_ OCCUR %� EACH OCCURRENCE S 2,000,000 DAMAGE TO RENTED PREMISES Ea occurrence S 100,00 MED EXP (Any one person) S. 5,000 PERSONAL a ADV INJURY S 2,000,000 A UDC -2055336 -CGL -17 09/01/2017 09/01/2018 GEN.L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE S 2,000,000 _ X POLICY JECOT- LOC PRODUCTS -COMP/OP AGG S SIT Gen. Agg. S OTHER: _ _ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident S BODILY INJURY (Per person) S ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) S NON -OWNED :I HIRED AUTOS AUTOS �.:j .. PROPERTY DAMAGE Per accident S S 1] UMBRELLALIAB OCCUR EACH OCCURRENCE S AGGREGATE S EXCESS LIAB CLAIMS -MADE DED RETENTION $ S WORKERS COMPENSATION PEROTH- AND EMPLOYERS' LIABILITY YIN STATUTE ER ANYPROPRIETORIPARTNERIEXECUTIVE E.L. EACH ACCIDENT S OFFICERIMEMBER EXCLUDED? ❑' N I A E.L. DISEASE - EA EMPLOYEE S (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT S DESCRIPTION OF OPERATIONS/ LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached If more space Is required) CERTIFICATE HOLDER CANCELLATION @ 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE @ 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD ACOR" CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DDfYYYY) CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, 09/02/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Hiscox Inc. d/b/a/ Hiscox Insurance Agency in CA PHCNNo Ex : (88OE 8) 202-3007 iaCyN 520 Madison Avenue E-MAIL ADDRESS: contact@hISCOX.COm 32nd Floor INSURERS AFFORDING COVERAGE NAIC # INSURER A: Hiscox Insurance Company Inc 10200 New York, NY 10022 INSURED INSURER B: _ 34th Street Inc. INSURERC: 3332 Heights Dr #215 INSURER D: INSURER E : Cameron Park CA 95682 1 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. _ INSR rypE OF INSURANCE ADDL SUER POLICY EFF POLICY EXP LIMITS LTR POLICYNUMBER MM/DDIYYYY MM/DD ACCORDANCE WITH THE POLICY PROVISIONS. COMMERCIAL GENERAL LIABILITY AUTHORIZED REPRESENTATIVE r EACH OCCURRENCE S CLAIMS -MADE OCCUR DAMAG O RENT D PREMISES Ea occurrence S MED EXP (Any one person) s ILI PERSONAL 8 ADV INJURY S GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ JECT POLICY r7 PRO —]LOC PRODUCTS - COMP/OP AGG S S OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident BODILY INJURY (Per person) $ ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS NON -OWNED HIREDAUTOS AUTOS BODILY INJURY (Per accident) S Per ac den DAMAGE $ S UMBRELLA LIAB OCCUR EXCESS LIAB CLAIMS -MADE EACH OCCURRENCE S AGGREGATE s s DED T RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N PER OTH- STATUTE I I ER ANYPROPRiETORIPARTNER/EXECUTIVE E.L. EACH ACCIDENT s ❑' N / A OFFICER'MEMBER EXCLUDED? E.L. DISEASE - EA EMPLOYEE S (Mandatory In NH) If yes, describe Under DESCRIPTION OF OPERATIONS below I I E.L. DISEASE -POLICY LIMIT s Professional Liability Each Claim: $ 2,000,000 A UDC -2055336 -EO -17 09/01/2017 09/01/2018 Aggregate: $ 2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) CERTIFICATE HOLDER CANCELLATION ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE r ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD RA Fq�` A 2 y0 ,TY wiTH N CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Human Resources Project Manager: Stacey Peterson Extension: x3069 Contractor Name: 34`h Street, Inc. Contractor's Contact: Gerry Preciado Contact's Email: gerrypreciado@gmail.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 N/A ❑ 9/25/2017 j b. Email contract (in Word) & attachments to City City Attorney Atty c/o Laraine.Gittens@cityofsanrafael.org ❑ 2 a. Review, revise, and comment on draft agreement 9/26/2017 and return to Project Manager N/A ❑ 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 9/27/2017 ❑ 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 _ I Forward signed original agreements to City 10/5/17 Attorney with printed copy of this routing form 6 City Attorney Review and approve hard copy of signed ) /D/g _ City Attorney agreement /`7 7 Review and approve insurance in PINS, and bonds (for Public Works Contracts) 8 City Manager/ Mayor Agreement executed by Council authorized official p 1-7 f l 9 City Clerk Attest signatures, retains original agreement and __. _... forwards copies to Project Manager l o /ro Jt ��3