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HR Human Resources Consulting ServicesAGREEMENT FOR PROFESSIONAL SERVICES FOR HUMAN RESOURCES CONSULTING SERVICES A This Agreement is made and entered into this 6 9'd day of August 2020, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and ANIL COMELO (hereinafter "CONSULTANT"). RECITALS WHEREAS, the City of San Rafael desires additional support in human resources services related to all service offerings, and VMEREAS, the City desires to engage CONSULTANT to provide these services by reason of his qualifications, skills and experience to provide such services and CONSULTANT has offered to provide the required services on the terms and in the manner set forth herein. AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: PROJECT COORDINATION. A. CITY'S Project Manager. SHIBANI NAG is hereby designated the PROJECT MANAGER for the CITY and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this Agreement. B. CONSULTANT'S Project Director. CONSULTANT shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONSULTANT. ANIL COMELO is hereby designated as the PROJECT DIRECTOR for CONSULTANT. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR, for any reason, the CONSULTANT shall notify the CITY within ten (10) business days of the substitution. 2. DUTIES OF CONSULTANT. CONSULTANT shall perform the duties and/or provide services as follows: Human Resources services, just in time and as needed, per written direction from the PROJECT MANAGER. DUTIES OF CITY. CITY" shall pay the compensation as provided in Paragraph 4, provide pertinent information regarding its requirements for the project, and examine documents submitted by CONSULTANT rendering decisions pertaining thereto promptly, to avoid unreasonable delay in the progress of CONSULTANT'S work. 4. COMPENSATION. For the fiill performance of the services described herein by CONSULTANT, CITY shall pay CONSULTANT on a time and materials basis at the rate of $76/liour. Provided, however, that in no event shall the total amount of compensation payable to CONSULTANT for services provided pursuant to this Agreement exceed $10.000, including reimbursement of expenses. Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices submitted by CONSULTANT. TERM OF AGREEMENT. The tern of this Agreement shall commence on August 10, 2020 and end on February 28, 2021. Upon mutual agreement of the parties, and subject to the approval of the City Manager the term of this Agreement may be extended for an additional period of up to 6 months. 6. TERMINATION. A. Discretionary. Either party may terminate this Agreement without cause upon thirty (30) days written notice mailed or personally delivered to the other party. B. Cause. Either party may terminate this Agreement for cause upon fifteen (15) days written notice mailed or personally delivered to the other party, and the notified party's failure to cure or correct the cause of the termination, to the reasonable satisfaction of the party giving such notice, within such fifteen (15) day time period. C. Effect of Termination. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other. D. Return of Documents. Upon termination, any and all CITY documents or materials provided to CONSULTANT and any and all of CONSULTANT's documents and materials prepared for or relating to the performance of its duties under this Agreement, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after tennination. 7. OWNERSHIP OF DOCUMENTS. The written documents and materials prepared by the CONSULTANT in connection with the performance of its duties under this Agreement, shall be the sole property of CITY. CITY may use said property for any purpose, including projects not contemplated by this Agreement. INSPECTION AND AUDIT. Upon reasonable notice, CONSULTANT shall make available to CITY, or its agent. for inspection and audit, all documents and materials maintained by CONSULTANT in connection with Revised 1/29/2020 its performance of its duties under this Agreement. CONSULTANT shall fully cooperate with CITY or its agent in any such audit or inspection. 9. ASSIGNABILITY. The parties agree that they shall not assign or transfer any interest in this Agreement nor the performance of any of their respective obligations hereunder, without the prior written consent of the other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect. 10. INSURANCE AND INDEMNIFICATION. During the initial term of this Agreement, CONSULTANT will not be required to maintain insurance to meet CITY'S standard insurance requirements for consultant agreements. However, in the event the parties choose to extend the term of this Agreement, the CITY reserves the right to impose such insurance requirements as a condition of extension. Similarly, during the initial term of this Agreement, CONSULTANT will not be required to agree to indemnify the CITY, however, CITY reserves the right to impose indenulification requirements as a condition of extension. 11. NONDISCRIMINATION. CONSULTANT shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations wider this Agreement. 1?. COMPLIANCE WITH ALL LAWS. CONSULTANT shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement. CONSULTANT shall perform all services raider this Agreement in accordance with these laws, ordinances, codes and regulations. CONSULTANT shall release, defend, indemnify and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 13. NO THIRD PARTY BENEFICIARIES. CITY and CONSULTANT do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party. 14. NOTICES. All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to Revised 1/29/2020 be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: TO CITY's Project Manager: TO CONSULTANT's Project Director: 15. INDEPENDENT CONTRACTOR. Shibani Nag, Director of Employee Experience & Culture City of San Rafael 1400 Fifth Avenue, Suite 210 San Rafael, CA 94901 Shibani.na2talcityofsanrafael.or>? Anil Comelo Anil. comelo(arygmail.com (310) 403-1535 For the purposes, and for the duration, of this Agreement, CONSULTANT, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY. CONSULTANT and CITY expressly intend and agree that the status of CONSULTANT, its officers, agents and employees be that of an Independent Contractor and not that of an employee of CITY. 16. ENTIRE AGREEMENT -- AMENDMENTS. A. The tern -is and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. B. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the CONSULTANT and the CITY. C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. D. The terns and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the CONSULTANT and the CITY. E. If any conflicts arise between the terms and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. 17. SET-OFF AGAINST DEBTS. CONSULTANT agrees that CITY may deduct fiom any payment due to CONSULTANT under this Agreement, any monies which CONSULTANT owes CITY under any ordinance, Revised 1/29/2020 agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 18. WAIVERS. The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 19. COSTS AND ATTORNEY'S FEES. The prevailing party in any action brought to enforce the terms and conditions of this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action. 20. SURVIVAL OF TERMS. Any terms of this Agreement that by their nature extend beyond the term (or termination) of this Agreement shall remain in effect until fulfilled and shall apply to both Parties' respective successors and assigns. 21. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. 22. COUNTERPARTS AND ELECTRONIC SIGNATURE. This ACD greement may be executed by electronic signature and in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one document. Counterpart signature pages may be delivered by telecopier, email or other means of electronic transmission. Revised 1/29/2020 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL JIS UTZ, Ci tager ATTEST: .�„r LINDSAY LARA, City Clerk APPROVED AS TO FORM: °L ROBERT F. EPSTEIN. ty Attorney Revised 1 29 2020 CONSULTANT Bv: �% Name: -f7Ji1c Title: [If CONSULTANT is a corporation, add signature of second corporate officer] Name: Title: RAP. 1 Z 2 WITH p 5 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: Shibani Nag Extension: 3069 Contractor Name: Anil Comelo Contractor's Contact: (310) 403-1535 Contact's Email: Anil.comelo@gmail.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER + DEPARTMENT DATE Check/Initial a. Email PINS Introductory Notice to Contractor Click here ❑ 1 Project Manager enter a hate b. Email contract (in Word) and attachments to City 8/5/2020 Attorney c/o Laraine.Gittens@cityofsanrafael.org ❑x 2 City Attorney a. Review, revise, and comment on draft agreement 8/6/2020 ❑X LG and return to Project Manager 8/6/2020 ❑x LG b. Confirm insurance requirements, create Job on (N/A) Department Director PINS, send PINS insurance notice to contractor 3 Approval of final agreement form to send to 8/6/2020 NX SN contractor 4 Project Manager Forward three (3) originals of final agreement to 8/19/2020 ❑x contractor for their signature 5 Project Manager When necessary, contractor -signed agreement © N/A agendized for City Council approval * *City Council approval required for Professional Services ❑ Agreements and purchases of goods and services that exceed Or $75,000; and for Public Works Contracts that exceed $175,000 Click here to Date of City Council approval enter a date. PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 6 Project Manager Forward signed original agreements to City 8/19/2020 Attorney with printed copy of this routing form SN 7 City Attorney Review and approve hard copy of signed Vj)Z��2D 0-,J- agreement 8 City Attorney Review and approve insurance in PINS, and bonds / Z�1 Z I., P 11 (for Public Works Contracts) 9 City Manager/ Mayor Agreement executed by City Council authorized official 10 City Clerk Attest signatures, retains original agreement and Q �(f �►� forwards copies to Project Manager p L t-.