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CM Human Resources ConsultingAGREEY1F,N I' FOR PROFESS IONA ISERVICES FOR HUMAN RFSOI RCES CONSULTING Bi✓ This A-reement is Tilade and entered Into this 4"' day of January, 3020 by and hC1xxeen the CI YY OF SAN RAFAIiI. ("hereinafter "CTFY"), and C'AR1�111N �,jALD-EZ (hereinafter "CONSULTANT"), RECITALS WHEREAS, CITY has need for pl'01(9SSlollal 11Unliln ['L'So(11'ce5 consulting seri ices: and «'HERE,AS.. CONSULTANT is tI►1 experienced litiman resollrccs consultant who i qualified and willing to provide the necessary services to CITY o11 the. terms set forth herein; AGREENVIENT i ONV`,'HIEREFORL, the parties hereby armee as ficllows: I. PROJECT MORDIN.A FION. A. CITY'S Project NTanager. The. Assistant C'il.y is herchy desi�„natCd the PROJLC"I' N.-IANAGER fir the CITY and said PROJFC 1 NfANA(_*FIsR shall supervise ,Ill aspcets of the protgress and execution ol-this Ao rcenlenl. B. CONSULTANT'S Project Director. CONSLIL'I'ANT shall assign a single PRO.IR-l' DIRWTOR to have ovxrall responsibility for the progress and exCcution of, this Agreeiiient for C'ONSI.it,TAN`I . C'armen V abler. is hereby dctiignated as the PROD E'U DiRl"("I'OR for CONSULTANT. Should circumstances or conditions subs(:(lucnt to [lie execution of this Agreement require. a substitute PROJECT DIRFICTOR. tier an; reason, the CONSULTANT LTANT shall notil'y the CI'T'Y within ten (10) business days of the substitution. DUTIES 0F.CONSULTANT. CONSULTANT will provide support alld human rCsouro:e scrviCes in the achllillistlation ofCITY'ti I lunlall RCS(1Ur(:eS 1.)cpartment in the areas of gencral human resourcCs, classification and compensation, recruitment and testing. policy development, executive searCll. negotiations pi-cparations and support, performance management. organizational development. discipline. and other employee relations activities, as appropriate and as rc(IuCsted by C'I'TY staff: _}. DUTIES 0F C'I'I Y. CITY $11,11 pay the compensation as provided in Paragraph =1. and provide CONSUL.TANI' with a wort: space at City I [all arid inlill-nlation, supplies, zinc] assistance rcquircd ]'or CONSLILTANT Lo per161-111 her dUtICS ander this Agreement. =t. C Oli 11'EMATIM. For the bill perlixtnance ol* the services described herein by CONS ULTA NT, CITY shall Pay CONSULTANT a flat monthly lice ol'S 1 1,621 plus reimbursement for expenses for mileage, bridge tolls and the cost of acconurloduLions when pre -approved by CITY and when her services require an overnight stay in local lodgirlp.s. not to esceed 1.2 niullts 1n ally 12 -month Period. Payment will be made lnontllly upon receipl. by PRU.I I_•C''I' N,1 ANAGFR ol' kelnired invoices suhnlitled by CONSULTANT. �. `1TFRM (_)h AGREEMENT. I he terin 01' this Agreement shall cottlnlertec un killrWl-y 18, 2021 and shali corltinlc for one month fi'olu that dale, and fironl month -tel -month thereafter until ternlillatCd by either party pursuant to Section 6 ol'this Agreement. T RN11NATION. A. Dlsemtional'y. Llther party Illay terminate (Ills Agrcement 4ti ithoul cause upon thirn (30) days written Iloticc mailed oI- personalty delivered to the other party. B. Cause. lalhei' party may, terminate this :Agreement (in• cause upon filteen (1-5) days written notice mailed or personally delivered to the other party, and tale notifies] party's failure to cure ell- correct tile cause of the termination. to the reasonable satis("Lrction 01'01e part;' ciVirlg Such notice, Within such f iftcen (15) day time period. C. Effect of Termination. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of tllls Agreement without the prior \vritten consent of the other. I). Return of Documents. upon tennimition. ally and all CITY documents or materials provided to CONSULTANT and any and all of CONS L'LTANT's documents and materials prepared lin- or relating to the performance of' its duties under this Agreement, shall be delivered to CITY as soon as possible, but not litter than thirty (10) days alter tenllination, OWNERSHIP OF M)C'UMENTS. The written doClnlentS anis materials prepared by the CONSULTANT in connection with the performance ol' its duties under this Agreement, shall be the sole property of CITY. CITY may use said property, lix any purpose, including projects not contemplated by this Agreement. 8. 11\Si'i.(_'"1'1UN ANl.):11.1AT, I [poll reasonable notice. CONSULTANT shall make available to C'ITV, or its -.1gent, till' inspection and audit. all (1000MC111S and material~ maintained by CONSULTANT in connection with its perlOrmance ofils duties under this Agrecnlent. CONSULTANT shall fully cooperale with C'iTV Or its agellt Ill aliN SlIC11 all(ht Or inspection. 9. ASSI(_TNABILI I Y. File parties agree that the} Shall not ltisitlll Or trallS16- illy interest ill this grccme.nt nor the performance of any of their respective obligations hereunder, without the prior written consent of the other parr'. and any attempt. to so assign this Agreenlent or any rights, dlltiCS (rt.' Obl►" ltions aris111-0 IM -CLI l(ICI-shall he void and ofno eltect. 10. iNSURANC'I-. A. Scope of Coverage. During; the terns of' this Agreenlent. CONSULTANT shall maintain, at no expense to Cf1TY, the li►Ilorvin0 insurance policies: 1. A commercial general liability police in the. rtlirlinlunl amount nl one million dollars (51,000,000) per OCCU1Telicerolle Million dollars ($1,000,000) aggregate, lar death. bcAily injury, personal altar}, or property damage. 2. An automobile liability (owncd, non -owned, anis hil'cd Whicics) insurance pOlIC% ill the IllI11111111111 amount of one million dollars ($ 1,000,000) dollars per occurrence. !. Il ails licensed prolIcssional perlbr-Ills any of the services required to be pel-lin-nled under this �AUIVcmcrlt, a proiiSSiOMII liability insurance policy ill the minimum amount O1 one million dollar's (S 1.000,000) per occurrcncelone million dollars ($1,000,000) aggregate, to cover any claims w -icing out 01' the CONSULTANT's performance of services under this Agreelllellt. \�Ihere. CONSULTANT is i► prol'essional nol required to have a prolcssicxlal license-, CITY reserves the richt to require. CONSULTANT to provide professional liability insurance. pulsllant to this section. 1. 11• it employs any person, CONSULTANT shall maintain worker's Compensation insuriulce, its required b` the State of California, With statutory limits, and emplover's liability insurance with linlits 01' no ICS. than 0110 11111/1011 dollars (~ 1,000.000) per accident for bodily injury or disease. CONS tILTANT's workcr's comp iltiilll011 llltillt't111CC shall be Specifically endorse(I to \vaive ani' tight ol•subrogation against CITY. R. Other Insurance Requirements. The insurance coverage required of the CONSULTANT in subparagraph A of this sLction above shall also meet the Billowing requirements: I. I:?xeept lilr professional liability insurance or worker's compensation instlranCe,. tile insurance. policies shall be specifically endon ed to include the CITY. its olticers, agents, employees, and vollrntcel:ti, as additional insureds (tor birth ongoing and completed Revised V29-2100 operations) under the Policie,,. ?. The additional insured coverage tinder C'ONSULTANT'S insurance policies shall be "prituary and noncontributory with respect to any insurance or awermgc maintained by CITY and shall not call upon CITY% insurance lir sell insurance coverage for any contribution. The ''pHmay and noncontribulorr" coverage in C:ONSUL7'Aorrs policies shall be at least as broad as Ise) form CG20 01 04 13. i. 1-.'xccpt for professional insurance, tile: insurance policies shall itlChtdc, contractual liability and personal injury. liability insurance or worker's compensation in their text or by endorsement, coverage for 4. lig- execution of this !\grecrtlent, CONS 11LTA NT hereby grants to CITY a waiver of any right to subrogation which any insurer of CONSULTANT may acdtlirc at'ains( CITY by virtue of the payment ofany loss under such insurallcc. CONSULTANT agrees to Obtain ally endorsement that may be necessary to effect this 4laiver of .subri)g.ation, but this provision applies regardless of'whether or not CITY has rcceivccl a Wdivcr of subrogation endorsement Ironi the insurer. 5. If the insurance is "Huen on a ('lainls Made Dorm, then, following termination of thus Ag.rcenlerin said insurance coverage shall survive for a period of not less than five years. (i. The insurance policies shall provide l'or a retroactive date of placement coinciding with the effective date ol'this Agreenwrit. 7. 'rhe limits of insurance required in this Agreement may he satisfied by a combination of primary and umbrella or excess insurance, r\ny umhrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis lin- the benefit orcal' (if agreed to in a written contract or Agreement) before CITY'S OW11 insurance or selfinsurance shall he called upon to protcet it as a named itlsured. 8. it shall be a requirement under this Agmement that any available insurance proceeds broacher than or in excess of the specified minimum insurance covcrage reiluirements and/or limits shall he avai lable to C'l'l'Y or any other acl(litional insurecl party, I� urthc:rmorc, the recluirements Or coverage and IMAM shall be: (I) the rnii-Amu 11 coverage and limits specilied in this Agreement: of (2) the broader coverage and maximum limits of coverage of any insurance police or proceeds available to the named insured: whichever is greater. No representation is made that the Illlllllnlllll Insurance requirements of this agrc;enlenl are sufficient to cover the obligations of the CONSULTANT LAND under this agreement. C'. Deductibles and tint's. :filly dcductibles or self insured retentions ill CONSULTANT's insurance policies must be declared to and approved by the I'IZOJi-C'-[- i1,tANAGLR and Cite Attorney and shall not reduce the lin)its of liahility. ['olicles comauung any self-insured retention (SHQ provishn shall provide or be endorsed to provide that the SI1: may he satisfied by either Be named insured or CiTY or other additional insured party. At CITY's option. the deductibles or sell' -insured retentions with respect to CITY shall be reduced or eliminated to Rc iscd L'29.2020 C'ITY's satisfaction, or CONSULTANT shall procure a hond guaranteeing payment of losses and related inyesticlaimsons. claims administration. attorney's lees and defense expenses. I). Proof of Insurance. CONSULTAl' T shall provide to the PROJECT NIANAGER or CITY'S City Attorney all of the hollowing: (1) (.'erliflCIUCS of111Sl1r'ar1CC evidcllcing the ilhtrrance coverage rcyuircd in tills Agreement: (_a.) a copy of the policy declaration page and/or endorsement page listing; all policy endorsements for the conlnlercial uncral liability policy, and (3) excerpts of policy lanUlagC or Speelllc erldOl:SC111et1IS e\ i&11 lrlg the olhcr insurance requirements set forth in this Agreement. CITY reserves the right to obtain a full certified copy ole any insurance policy and endorsements from CONSULTANT. I"' ile o xccc this rig shall not constitute a waiver of the right to exercise it later. *HIC IrlSllrance shall he approved as to florm anis sufficiency by PROJECT MANAGBR and the City Attorney'. 11. INL)1I�iNIf'1Cf1'I'1ON. A. Except as otherwise provided in Varagraph B., CONSULTANT shall, to the Fullest extent permitted by law, indemnity, release, defend with cotrnscl approved by CITY, and hold harmless CITY. its officers, agents, employees and volunteers (collectively, the --City' Indemnitees"), h-om and against ally claim, demand, Slllt, tl(drmicllt, loss, liability Or expense of any kind, Including blit not linliteCl to attorney's Ices, expert [ees and all other costs and Ices of litigation. (collectively "('I,A1MS*-). arising; out of C'ONSULTANT'S perfbrmmnce of its obli-ations or conduct of its operations urlClcr this A.11-celllclll. 'rhe C'ONSLII.,'1'AN'l"S oblit;atiolis apply reg_.ardless of whether or not a liability is caused or contributed to by the active or passive negligence of, the City Indetlillltees. 1101yeVer, to the extent that liability is caused by the active negligence or willful nlisconciuct. of the City Indemnitees. the CONSULTANT's indemnification obligation shall be reduced in proportion to (lie City Indemnifees' share of liability liar the active negligence 01. XvIllfill misconduct. In addition, the acceptance or approval of, the C'ONSULTAN'T's wort: or work product by the CITY or any of' its directors, officers or employees shall not relieve or reduce the CONSUL'I'AN'I's indcnlnifieation obligations. In the event the City Indemnitees are made a party to any action, lawsuit, of other adversarial proceeding arising from CONSULTANT'S perforlluulcc of or operations under this Agreement, CONSULTANT shall provide a defense, to the City Indemnitees or at CITY'S option reimburse the City Indemnitees their costs of defcnsc, iuclucliltt:: reasonable attorneys' fees, incurred in dclense.. of such claims. B. J lie defense and indeninillcation Obligations of tllis Agreerllellt are undertaken in addition to, and shall not in any N4ay be limited by, the insurance ohli,"ations contained in this Agreement. and sliall sur\ i\ e the termination or completion of. this Agreement lin- the (till period oftinle allowed by 11M. 12, NON 1)ISCRIMINA-ION. CONSULTANT shall not discriminate, in ally way, against any person on the basis of age, sex, race, color. religion. ancestry, national origin or disahlhty In connection ivitll of related to the performance ol'ils duties and obligations under this :'1g recment. tic%iscd 1"2N."2011) l +. CCOA-111LIANCE: WITH ALL LAWS. CONSULTANT shall obscrvc and comply with all applicable federal, state and local laws, ordinances, axles and regulations. in the perfi)rnlancc of its Clunes and obligations under this ALlree.ment. CONSULTANT shall herfilrm all sciwices under this Abrecnletlt ill accordance with these laws. ordinances. codes and regulations. CONSULT A NT shall release., defend, indeinniFy and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities. penalties. Fines and all other consequences fi'0111 an) nollconlpliance or violation of any laws. ordinances, codes or 1eoulations. In 14. NO Tl IIRD PARTY BCNl FlC1ARII,S. CITY and CONSULTANT do not intend, by any provision ol'this ;'���'l'eC1llelll, to Crean' in any third party, any benefit or right owed by one party, under the terms and conditions ol" this ApNCnlcnt, to the (11he1- party. 15. NC)TIC'FS_ All notices and other communications required or pernlitled to he riven under this Agreement, includiM), anw Ililtice 01 Change of address. shall he in \tiriting and given by personal delivery, or deposited with the I nited States Postal Service. postage prepaid, addressed to the parties intended to be notified. Notice shall he deemed given as of -the date ofpersonal delivery, or Il`Illalled. Upoil t1W date of deposit with the United States Postal Serviec. Notice shall he given as follows' TO CITY'S Project Manager: TO CONSUL.; CANT's Project Director 16. 1NDI 1 NDENT C'k-WI'RAC 010. C'ristine Alilovich, Assistant City Manager City of San Rafael 1400 Fifth Avenue San Ralacl. CA 91901 Coal-Illell Valder ! For(liethe purposes. and lirr the duration, ol" this Agreement. C:ONSUUFANT, its officers, agent~ and employees shall actin the capacity 01'an Independent Contractor. and not as employees of the CITY. CONSULTANT and CITY expressly intend and agree that the status of CONSULTANT, its officers, agent~ and employees be that of an Independent Contractor and not that of an employee of CITY. 17. ENTIRE AGREE,' IE.NT -- Ml ND_?'vlF.NTS. A. The terms and conclitions of this Agreement, all exhibits attached. and all documents expressly incorporated by relerencc, represent the entire Agreement ol�the partics mth respect to tilt: SUbJect matter ol'this Agreement. Revised 1•29.2020 B. This written i"Vnvement Shall Supersede any and all prior acreenlents, oral or written, regarding the subject matter between the CONSULTANT and the CRY C. No other mueci lent, promise: or statement, written or ural. relating to the Subject matter of this Agreement, shall be valid or binding. except by 4vay of a written amendment to this ;Agreement. D. The terms and Conditions ole tills Agreement shall nut he altered or modified except by a written anlend►llent to this ALrcenlent St`111ed by lhc. CONSULTANT and the CITY. L. Ir any conflicts arise between the terms and conditions of this Agreement. atilt the terms and conditions (W[he attached exhlbltS O!' the dOettl'llerlts expressly incorporated by relbrence, the terms and conditions orthis Agreement shall control. 13_ Sl: 22. SURVIVAL Of, TFRMS. Any terms of this Agreement that by their nature eXtend heyond the terns (or termination) of this Agreemem shall remain in eflcct until Iu1111Ied and shall apply! to both Parties` respective succcssrnN' and assigns. Lhc laws of -the State ofCalilorma shall Lovern this :1Lrectllent. 14. C0UN"1'I.RPARTS ANV) 13L.RCTRUNIC SICNA-1-(JRE. This A`,recnlent may be cXeruted [IV electronic S1QIlatLire and in any number orcounterparts. each of which Shall he dccnleil an original. huh all OF Which together shall constitute 011e document. Counterpart signature pales may be deli%cred by telecopier, email or other means of electronic U ansmistiion. IN WITNESS NN"FIF.RbOF, the parties have executed this ureenicnt as of the day, numth wid year First above written. CITY OF SAN RAFAl+.l. JIM � ATTEST: LINDS.-W LARA. City Clerk APPROVED AS TO FORM. L'"'41t IMBE'R C F. I PSTF1N. , 'it.y Attorney tteN k'M 1 ") 2020 CONSULTANT Name: ct 2 v ilw") �71Zj N -- 'I itle: 1411-1- 1 /fo;-c III C ONSW 1'AN 1' is it corputatiun, add sierrtture of second aullorme officerl E3v: Name: Title: 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: City of San Rafael Project Manager: Cristine Alilovich Extension: Contractor Name: Carmen Valdez Contractor's Contact: Contact's Email: cvaldez@solutions-mrg.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 NA ❑ Click here to b. Email contract (in Word) and attachments to City enter a date. Attorney c/o Laraine.Gittens@cityofsanrafael.org ❑ 2 City Attorney a. Review, revise, and comment on draft agreement 12/22/2020 ❑X LG and return to Project Manager 1/11/2021 ® LG b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor 3 Department Director Approval of final agreement form to send to Click or tai, ❑ contractor to enter a date. 4 Project Manager Forward three (3) originals of final agreement to ❑ contractor for their signature 5 Project Manager When necessary, contractor -signed agreement ❑X 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 PRINT Project Manager Date of City Council approval CONTINUE ROUTING PROCESS WITH HARD COPY 6 Forward signed original agreements to City City Attorney Attorney with printed copy of this routing form 7 Review and approve hard copy of signed 0y��,pzl agreement 8 City Attorney Review and approve insurance in PINS, and bonds 04 1021 / (for Public Works Contracts) 9 City Manager/ Mayor Agreement executed by City Council authorized iofficial 114 lull 10 City Clerk Attest signatures, retains original agreement and / / forwards copies to Project Manager 7,r