HomeMy WebLinkAboutLipson & Berlin Inc; 2008-09-09;AGREEMENT FOR MEDICAL EVALUATION SERVICES
Lipson & Berlin, Inc.
THIS AGREEMENT is made and entered into as of the ^f^day ofJ^ynfeeOOS, by and
between the CITY OF CARLSBAD, a municipal corporation, ("City"), and Lipson & Berlin, Inc., a
professional corporation, ("Contractor").
RECITALS
City requires the professional services of a medical professional that is experienced in
fitness for duty evaluations. 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 one year from the date first above
written.
3. Compensation. The total fee payable for the Services to be performed will not exceed
four thousand nine hundred and fifty dollars ($4,950). 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 rating in the
Best's Key Rating guide of at least A-:VII OR with a surplus line insurer on the State of
City Attorney Approved Version #05.06.08
California's List of Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key
Rating Guide of at least "A:X", in an amount of not less than one million dollars ($1,000,000)
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 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 #05.06.08
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:
CITY OF CARLSBAD, a municipal
corporation of the State of California
By:
•^
City Manager or Mayor
ATTEST:
(sign here)
Glenn S. Lipson, Vice President
(print name/title)
off iceiov@pacbe 11. net
(e-mail address)
LORRAlblE M. WOOD
City Clerk•*• w
(sign here)
Glenn S. Lipson. Secretary
(print name/title)
off iceiov(5)pacbel I. net
(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:
RONALDS. BALL, City Attorney
City Attorney
City Attorney Approved Version #05.06.08
ACKNOWLEDGMENT
STATE OF CALIFORNIA )
COUNTY OF SAN DIEGO )
On ^"Z-Qo before me, QU^frV Arvrv MouA'Vow , Notary Public,
personally appeared
who 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.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
'^^Tim'Slolalj^A /fV^JUUA 41A7OOCVI *
—. • , f \ "* wris" j^Htf^vi *"***"'" * ****^*w vftLJiUnPllflSignature * >$!£$/ SAN DIEGO COUNTY
ACKNOWLEDGMENT
STATE OF CALIFORNIA )
COUNTY OF SAN DIEGO )
On ^-2-c>% before me, C^o^^ Arym Wlou.rt-ery Notary Public,
personally appeared £\e »m ScgtV L.\p$*~n ,
who 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.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
MMMMMMN
Signature <-> i fi&mji NOTARY PUBLIC • CALIFORNIA
«FK7*a™7 SAN DIEGO COUNTY
£T!^%$±t$l^™
EXHIBIT "A"
SCOPE OF SERVICES
Contractor will conduct fitness for duty examination(s) of City of Carlsbad employee(s) based on
referrals authorized by the City of Carlsbad Human Resources Director or his/her designee. For
each fitness for duty examination conducted, Contractor will provide City with a written report
outlining Contractor's professional opinion as to whether the referenced employee can perform
the essential functions of his/her assigned job classification.
Fees. The Fee for Services is three hundred and fifty dollars ($350) per hour, not to exceed four
thousand nine hundred and fifty dollars ($4,950).
Business License. Contractor will obtain and maintain a City of Carlsbad Business License for
the term of this Agreement. It is understood that Contractor will invoice the City for the cost of
obtaining such Business License as a reimbursable expense.
City Attorney Approved Version #05.06.08