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HomeMy WebLinkAboutLifted Fog LLC; 2007-07-19;AGREEMENT FOR HUMAN RESOURCES CONSULTING SERVICES Lifted Fog, LLC THIS AGREEMENT is made and entered into as of the / i ~ day of ^' 2007, by and between the CITY OF CARLSBAD, a municipal corporation? ("City"), and Lifted Fog, LLC ("Contractor"). RECITALS City requires the professional services of a Human Resources consultant that is experienced in organizational design, strategic planning and staff reorganization. Contractor has the necessary experience in providing these professional services, has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. Scope of Work. City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in Exhibit "A", attached and incorporated by this reference in accordance with the terms and conditions set forth in this Agreement. 2. Term. This Agreement will be effective for a period of six (6) months from the date first above written. 3. Compensation. The total fee payable for the Services to be performed will be not to exceed five thousand dollars ($5,000.00). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or the Services specified in Exhibit "A." 4. Status of Contractor. Contractor will perform the Services as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under the control of City only as to the results to be accomplished. 5. Indemnification. Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 6. Insurance. Contractor will obtain and maintain policies of commercial general liability insurance, automobile liability insurance, a combined policy of workers' compensation, employers liability insurance, and professional liability insurance from an insurance company authorized to transact the business of insurance in the State of California which has a current City Attorney Approved Version #11.28.06 rating in the Best's Key Rating guide of at least A-:V in an amount of not less than five hundred thousand dollars ($500,000) each, unless otherwise authorized and approved by the City Attorney or the City Manager. Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. The insurance will be in force during the life of this Agreement and will not be canceled without thirty (30) days prior written notice to the City by certified mail. City will be named as an additional insured on General and Automobile liability. Contractor will furnish certificates of insurance to the Contract Department, with endorsements to City prior to City's execution of this Agreement. 7. Conflict of Interest. City will evaluate Contractor's duties pursuant to this Agreement to determine whether disclosure under the Political Reform Act and City's Conflict of Interest Code is required of Contractor or any of Contractor's employees, agents or subcontractors. Should it be determined that disclosure is required, Contractor or Contractor's employees, agents, or subcontractors will complete and file with the City Clerk those schedules specified by City and contained in the Statement of Economic Interests Form 700. 8. Compliance With Laws. Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment and will obtain and maintain a City of Carlsbad Business License for the term of this Agreement. 9. Termination. City or Contractor may terminate this Agreement at any time after a discussion, and written notice to the other party. City will pay Contractor's costs for services delivered up to the time of termination, if the services have been delivered in accordance with the Agreement. 10. Claims and Lawsuits. By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, Government Code sections 12650, et seq., and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for the City of Carlsbad to terminate this Agreement. 11. Venue and Jurisdiction. Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the State Superior Court, San Diego County, California. 12. Assignment. Contractor may assign neither this Agreement nor any part of it, nor any monies due or to become due under it, without the prior written consent of City. 13. Amendments This Agreement may be amended by mutual consent of City and Contractor. Any amendment will be in writing, signed by both parties, with a statement of estimated changes in charges or time schedule. City Attorney Approved Version #11.28.06 14. Authority. The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR "By: (sign here) (print name/title) (e-mail address) (sign here) (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: City Manager or Mayor ATTEST: LORRAINgjM. WOO City Clerk (e-mail address) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation, Agreement must be signed by one corporate officer from each of the following two groups. *Group A. Chairman, President, or Vice-President 'Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, Deputy CgyAttorney City Attorney Approved Version #11.28.06 EXHIBIT "A" SCOPE OF SERVICES Contractor agrees to assist the Human Resources Director in reviewing the duties and responsibilities of the management classifications in the HR Department in order to more equitably divide the workload that is currently shared by the HR Director and the five other managers in the department. Duties to be performed by the Contractor include: • Reviewing the current strategic plan. • Reviewing the current organizational structure (both City-wide and within the HR Department) and the job duties assigned to each HR management employee. • Partnering with the Human Resources Director to meet with stakeholders to assess business needs. • Developing candidate profile for an upcoming HR management vacancy. • Making recommendations to the HR Director concerning job duties and responsibilities, organizational structure, and workload. City Attorney Approved Version #11.28.06 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California i O K County of VJ PL r\ (• } I g /Date ' personally appeared ss. I 0 ,efore me,J3 J\ CommMon*164402t NofeyruMc-CaMomta San Otogo County MyComm. Expbwfob 18.2010 ame and Title ol Officer (e.g., "Jane Doe, Notaif Public")/ Name(s) of Signer(s) D personally known to me 5f proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. and and official sea 'C, Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document /? j Title or Type of Document: Document Date: _!. ~T ^ Signer(s) Other Than Named Above:^^ Capacity(ies) Claimed by Signer Signer's Name: —3 u P -—^/y i D Individual D Corporate Officer — Title(s): XT Partner—^Limited D General 'D Attorney-in-Fact D Trustee D Guardian or Conservator D Other: , — Signer Is Representifigr ^Number of Pages: RIGHT THUMBPRINT OF SIGNER Top of thumb here © 1999 National Nolaiy Association • 9350 De Soto Ave., P.O. Box 2402 • Ohatsworth, CA 91313-2402 • www.NationalNotary.ors Reorder: Call Toil-Free 1-800-876-6827