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HomeMy WebLinkAboutContracts & Agreements_131-2014_CCv0001.pdf AGREEMENT TO PERFORM PROFESSIONAL SERVICES This agreement for the provision of services associated with Temporary Staffing ("Agreement") is made and entered in this July 1, 2014("Effective Date"), by and between the City of Redlands,a municipal corporation ("City)"and Employment Solutions ("Consultant"). City and Consultant are sometimes individually referred to herein as a"Party"and, together, as the"Parties."In consideration of the mutual promises contained herein, City and Consultant agree as follows: ARTICLE 1 —ENGAGEMENT OF CONSULTANT 1.1 City hereby engages Consultant to provide temporary staffing services (the"Services"). 1.2 The Services shall be performed by Consultant in a professional manner, and Consultant represents that it has the skill and the professional expertise necessary to provide the Services to City at a level of competency presently maintained by other practicing professional consultants in the industry providing like and similar types of Services. 1.3 The term of this Agreement shall commence on the effective date of this Agreement and terminate on September 30, 2014. ARTICLE 2—SERVICES OF CONSULTANT 2.1 The Services that Consultant shall perform are more particularly described in Exhibit "A,"which is attached hereto and incorporated herein by reference. 2.2 Consultant shall comply with applicable federal, state and local Iaws and regulations in the performance of this Agreement including, but not limited to State prevailing wage laws. ARTICLE 3—RESPONSIBILITIES OF CITY 3.1 City shall make available to Consultant information in its possession that may assist Consultant in performing the Services. 3.2 City designates the Human Resources/Risk Management Director,or authorized designee, as City's representative with respect to performance of the Services, and such person shall have the authority to transmit instructions, receive information, interpret and define City's policies and decisions with respect to performance of the Services. ARTICLE 4—PERFORMANCE OF SERVICES 4.1 Consultant shall perform and complete the Services in a prompt and diligent manner as described in Consultant's proposal to City which is attached hereto as Exhibit"A,"and incorporated herein by this reference. 4.2 If Consultant's Services include deliverable electronic visual presentation materials, such materials shall be delivered in a form,and made available to the City, consistent with ODocuments and SettingsVng\Local Settings\Temporary Internet Files\fontent.Outtook\D3BFLWVX\Employment Sottuions Agreement DRAFT(3).doc City Council adopted policy for the same. It shall be the obligation of Consultant to obtain a copy of such policy from City Staff. ARTICLE 5—PAYMENTS TO CONSULTANT 5.1 The total compensation for Consultant's performance of the Services shall not exceed the amount of Twenty Five Thousand Dollars($25,000).The City shall negotiate each temporary employee's hourly rate on a case by case basis with Consultant,and in addition to such hourly rate, pay the Consultant the percentage"mark up" as shown in Exhibit"A". 5.2 Consultant shall submit monthly invoices to City describing the Services performed during the preceding month. Consultant's invoices shall include a brief description of the Services performed,the dates the Services were performed,the number of hours spent and by whom,and a description of reimbursable expenses related to the project. City shall pay Consultant no later than thirty(30)days after receipt and approval by City of Consultant's invoice. 5.3 All notices shall be given in writing by personal delivery or by mail.Notices sent by mail should be addressed as follows: City Consultant Amy Martin, Director Sallie Hahn Human Resources Department Employment Solutions City of Redlands 420 E. Hospitality Lane#A-6 35 Cajon Street, Suite 222 San Bernardino, CA 92408 PO. Box 3005 (mailing) Redlands, CA 92373 When so addressed, such notices shall be deemed given upon deposit in the United States Mail. Changes may be made in the names and addresses of the person to whom notices and payments are to be given by giving notice pursuant to this section 5.3. ARTICLE 6—INSURANCE AND INDEMNIFICATION 6.1 Insurance required by this Agreement shall be maintained by Consultant for the duration of its performance of the Services. Consultant shall not perform any Services unless and until the required insurance listed below is obtained by Consultant.Consultant shall provide City with certificates of insurance and endorsements evidencing such insurance prior to commencement of the Services. Insurance policies shall include a provision prohibiting cancellation or modification of the policy except upon thirty(30)days prior written notice to City. 6.2 Workers' Compensation and Employer's Liability insurance in the amount that meets statutory requirements with an insurance carrier acceptable to City,or certification to City that Consultant is self-insured or exempt from the workers' compensation laws of the State of California. Consultant shall provide City with Exhibit"B," entitled CADocuments and Settingsltng%ocal Settingffemporary Internet Files\Iontent.Outlook\D3BFL\VVX\Employment Soltuions Agreement DRAFT(3).doc LrCK 11I'IL;A t C Ur LIAOILI I T 1NZ)UKANL.;C 03/04/2014 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: Jesse Viramontes JVRC Insurance Services A/CNoExI: 8187357600 Arc No):8186986401 5707 Corsa Ave,Suite 105 E-MAIL SS: jviramontes@jvrcinsurance.com Westlake Village,CA 91362 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:State Compensation Insurance Fund INSURED INSURER B: Employment Solutions, Inc. INSURER C: 10444 Magnolia Ave INSURER D: INSURER E: Riverside CA 92505 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. INTR TYPE OF INSURANCE NSDADDL WVD SUER POLICY NUMBER MM/DDPOL[ Y EFF MIW D EXP LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S DAMAGE TO RENTED CLAIMS-MADE DOCCUR PREMISES Ea occurrence $ MED ERCP(Any one person) S PERSONAL&ADV INJURY S GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE S POLICY PRO-JECT []LOC PRODUCTS-COMPIOP AGG S OTHER: S AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident) ANY AUTO BODILY INJURY(Per person) S ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY(Per accident) $ HIRED AUTOS NON OWNED PROPERTY DAMAGE S AUTOS Per accident $ UMBRELLA LIAR OCCUR EACH OCCURRENCE S EXCESS LIAB CLAIMS-MADE AGGREGATE S DED I I RETENTIONS S A WORKERS COMPENSATION 9035658-14 2/25/2014 2/25/2015 XS Y/N TATUTE ERH AND EMPLOYERS'LIABILITY ANY PROPRIETORIPARTNERIEXECUTIVE E.L.EACH ACCIDENT S 1,000,000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L DISEASE-FA EMPLOYE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT I S 1,000,000 DESCRIPTION OF OPERATIONS!LOCATIONS 1 VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION 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 f ©1988-2013 ACORD CORPORATION. All rights reserved. GhK I IHUA I L U1- LIAbIL1 i Y 1NSUHANGL 06!27/14 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 Phone:805-212-4890 CONTACT NAME: United Agencies,Inc.(A) Fax:805-212-4891 PHONE ! FAX CA License#0252636 AJC No.Ext): AI No): 638 Lindero Canyon Rd.,Ste 302 E-MAIL Oak Park,CA 91377 ADDRESS: PROD CER EMPLO-1 Tim Holland CUST MER ID t: INSURER(S)AFFORDING COVERAGE i NAIC.1 INSURED Employment Solutions,Inc. INSURER A:Zurich-American Insurance Cos. 420 E. Hospitality Lane#a-6i San Bernardino,CA 92408 INSURER B:HCC Surety Group INSURER C; INSURER D: INSURER E, 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 VVHICH 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 I bDL SUB POLICY EFF 1 MMIDDIYYYY I LIMITS LTR I TYPE OF INSURANCE IIN R I D POLICY NUMBER ,POLICY j GENERAL LIABILITY i T EACH OCCURRENCE I S 1,000,000 A X COMMERCIAL GENERAL LIABILITY I X IPRA9698882-02 ; 04/20/14 j 04/20/15 PREMISEES AIAAGE TOEaENTED occurrence s 100,000 'CLAVMS4N1AOE OCCUR i j MED EXP(Any one person) I S 100000 PERSONALBADV INJURY 1,000,000 F—ii iIl I' GENERAL AGGREGATE IS 2,000,000 I I I PRODUCTS-COMPIOP AGG I S 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: i i t-- I f` ! S X f POLICY IPE OT r� LOC 1 1 I I AUTOh1061LE LIABILITY I i I I COMBINED SINGLE LIMIT i I (Ea accident) S ANY AUTO f I i BODILY INJURY(Per person) is ALL OWNED AUTOS I i {BODILY INJURY(Per accident) S SCHEDULED AUTOSj i i I PROPERTY DAMAGE I S HIREDAUTOS I - j (Per accident) l NON-OWNEO AUTOS I I I I I S ^ ( I IS j I i i I I i UI EACH OCCURRENCE UMBRELLA LIAR S —J OCCUR j EXCESS LIAR I 'CLMMS-MADEJI i I AGGREGATE I S j fI i I DEDUCTIBLE j I S I i , RETENTION 5 I I i I $ WORKERS COMPENSATION j WC STATU- I 0TH-1 AND EMPLOYERS'LIABILITY I I I TORY LIMITS I I ER { I YJ N ANY PROPRIETORlPARTNERlEXECUTIVE ! I j ;E.L.EACH ACCIDENT $ OFFICERIMEMBEREXCLUDED? INIA I (Mandatory in NH) i i j E,L.DISEASE-EA EMPLOYEES$ I;yes,describe under j [nRSCRIPTION OF OPERATIONS belowi I I I E.L.DISEASE-POLICY LIMIT;5 cDoSCR P OvN OF P A NS J OCA')1ONS/VEHI LES(Att c CORD 101, dd'tional Rem rks Schedule,it Inure a e is r uired ntract .o� e��ands Is named as aai tlona� �nsurea a$ requlrea y writ en '"30 days ntoice of cancellation except 10 days for non-payment of premium. CERTIFICATE HOLDER CANCELLATION CITYRE3 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Redlands THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 35 Cajon St.,Ste 10 Redlands,CA 92373 AUTHORIZED REPRESENTATIVE �` C ` ©1988-2009 ACORD CORPORATION. All rights reserved. Notice of Afforded Insurance Coverage: ZURICH This notice is intended to provide your clients with confirmation that your Staffing Industry General Liability PoIicv 9698982 contains the following pertinent coverages_ Additional Insured: Paye 4 of U-SIL-I 05-A CW 10/I I Staffing- Industry Amendatory Endorsement: D. Section TI —'SZ Who Is An Insured is replaced by the followini7: Each of the follow ing_= is also an insured: knv person or ori_>>anization wbo you are required to add as an additional insured on this policy under a contractor agreement shall be an insured, but only with respect to that person's or or-anization's liability arising, out of your operations as a"staffing service" or premises owned by or rented to you. This paragraph a. shall include but is not limited to any specifically scheduled additional insured sho•"?n on an Additional Insured endorsement. "Workers' Compensation Insurance Certification,"which is attached hereto and incorporated herein by this reference prior to occupancy of the Premises. 6.3 Consultant shall secure and maintain comprehensive general liability insurance with carriers acceptable to City. Minimum coverage of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars($2,000,000) aggregate for public liability, property damage and personal injury is required. City shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance or self.-insurance maintained by City. 6.4 Consultant shall defend, indemnify and hold harmless City and its elected officials, employees and agents from and against any and all claims, losses or liability, including attorneys' fees, arising from injury or death to persons or damage to property occasioned by and negligent act or omission by,or the willful misconduct of, Consultant, or its officers,employees and agents in performing the Services. ARTICLE 7—CONFLICTS OF INTEREST 7.1 Consultant covenants and represents that it does not have any investment or interest in any real property that may be the subject of this Agreement or any other source of income, interest in real property or investment that would be affected in any manner or degree by the performance of Consultant's Services. Consultant further covenants and represents that in the performance of its duties hereunder, no person having any such interest shall perform any Services under this Agreement. 7.2 Consultant agrees it is not a designated employee within the meaning of the Political Reform Act because Consultant: A. Does not make or participate in: (i) the making of any City governmental decisions regarding approval of a rate, rule or regulation, or the adoption or enforcement of laws; (ii) the issuance, denial,suspension or revocation of City permits, licenses, applications, certifications,approvals,orders or similar authorization or entitlements; (iii) authorizing City to enter into, modify or renew a contract; (iv) granting City approval to a contract that requires City approval and to which City is a party, or to the specifications for such a contract; (v) granting City approval to a plan,design,report, study or similar item; (vi) adopting or granting City approval of policies, standards or guidelines for City or for any subdivision thereof. B. Does not serve in a staff capacity with City and in that capacity, participate in making a governmental decision or otherwise perform the same or substantially the same duties for City that would otherwise be performed by an individual holding a position specified in City's Conflict of Interest Code under Government Code section 87302. CADocuments and Settings\tng%ocai Settings\Temporary Internet Filestgontent.0utlook\D3BFLWVX1Employment Soltuions Agreement DRAFT(3).doc 7.3 In the event City officially determines that Consultant must disclose its financial interests, Consultant shall complete and file a Fair Political Practices Commission Form 700, Statement of Economic Interests,with the City Clerk's office pursuant to the written instructions provided by the City Clerk. ARTICLE 8—GENERAL CONSIDERATIONS 8.1 In the event any action is commenced to enforce or interpret any of the terms or conditions of this Agreement the prevailing Party shall, in addition to any costs and other relief, be entitled to the recovery of its reasonable attorneys' fees, including fees for the use of in-house counsel by a Party. 8.2 Consultant shall not assign any of the Services,except with the prior written approval of City and in strict compliance with the terms and conditions of this Agreement. 8.3 Records,drawings, designs,cost estimates,electronic data files,databases and any other documents developed by.Consultant in connection with its performance of the Services, and any copyright interest in such documents, shall become the property of City and shall be delivered to City upon completion of the Services, or upon the request of City.Any reuse of such documents, and any use of incomplete documents, shall be at City's sole risk. 8.4 Consultant is for all purposes under this Agreement an independent contractor and shall perform the Services as an independent contractor.Neither City nor its agents shall have control over the conduct of Consultant or Consultant's employees, except as herein set forth. Consultant shall supply all necessary tools and instrumentalities required to perform the Services.Assigned personnel employed by Consultant are for its account only, and in no event shall Consultant or personnel retained by it be deemed to have been employed by City or engaged by City for the account of,or on behalf of City. Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent, nor shall Consultant have any authority, express or implied,to bind City to any obligation. 8.5 Unless earlier terminated as provided for below,this Agreement shall terminate upon completion and acceptance of the Services by City. This Agreement may be terminated by City, in its sole discretion, by providing not less than five(5)days prior written notice to Consultant (delivered by certified mail, return receipt requested)of City's intent to terminate. If this Agreement is terminated by City, an adjustment to Consultant's compensation shall be made, but(1)no amount shall be allowed for anticipated profit or unperformed Services,and (2) any payment due Consultant at the time of termination may be adjusted to the extent of any additional costs to City occasioned by any default by Consultant. Upon receipt of a termination notice, Consultant shall immediately discontinue its provision of the Services and, within five(5) days of the date of the termination notice,deliver or otherwise make available to City, copies(in both hard copy and electronic form, where applicable) of project related data, design calculations, drawings,specifications, reports,estimates,summaries and such other information and materials as may have been accumulated by Consultant in performing the Services. C:\Documents and Settings\tng\Local SettingsWemporary Internet Fiiesl4ontent.Outlook\D38FLWVX\Employment Soltuions Agreement DRAFT(3).doc Consultant shall be compensated on a pro-rata basis for Services completed up to the date of termination. 8.6 Consultant shall maintain books, ledgers, invoices, accounts and other records and documents evidencing costs and expenses related to the Services for a period of three(3) years, or for any longer period required by law, from the date of final payment to Consultant pursuant to this Agreement. Such books shall be available at reasonable times for examination by City at the office of Consultant. 8.7 This Agreement, including the Exhibits incorporated herein by reference, represents the entire agreement and understanding between the Parties as to the matters contained herein,and any prior negotiations, written proposals or verbal agreements relating to such matters are superseded by this Agreement. Except as otherwise provided for herein, an amendment to this Agreement shall be in writing, approved by City and signed by City and Consultant. 8.8 This Agreement shall be governed by and construed in accordance with the laws of the State of California. 8.9 If one or more of the sentences, clauses, paragraphs or sections contained in this Agreement is declared invalid, void or unenforceable by a court of competent jurisdiction,the same shall be deemed severable from the remainder of this Agreement and shall not affect, impair or invalidate the remaining sentences, clauses, paragraphs or sections contained herein, unless to do so would deprive a Party of a material benefit of its bargain under this Agreement. IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have signed in confirmation of this Agreement. CITY OF REDLANDS EMPLOYMENT SOLUTIONS . �1 By: By: .� Pete Aguilar, Mayor Attest: Sam lrwi ity Clerk C\Documents and settingslmg4Local SettingslTemporary Intemet Files'Sontent.Outlook1D3BFLWVxTmployment soltuions Agreement DRAFT(3).doc EXHIBIT"A" Employment Solutions is pleased to offer City of Redlands the following rate schedule: Mark Up 36% Conversion—City of Redlands is free to hire an Employment Solutions employee after 520 hours worked on assignment at City of Redlands at no additional cost. Background and Drug Screens: Employment Solutions agrees to a background check, drug test for all employees pre-assignment at no additional cost. Warranty: Employment Solutions warrants and guarantees that all services performed hereunder for the City of Redlands shall be performed in a manner commensurate with the highest professional standards. Duration: Employment Solutions understands that the contract will be for a period of 90 days and that the contract is subject to a five day cancellation notice by the City of Redlands. Payment Terms: Net 10 day from receipt of invoice. Employment Solutions agrees to invoice the City of Redlands on a monthly basis on separate invoices for each City department utilizing temporary employees. All invoices will be addressed to the City's Human Resource Department. Skill Categories: Employment Solutions will provide payroll and placement services for the positions listed below: The City may require temporary staffing services for the skill categories and specialty disciplines listed below, but not limited to: M Accounting Clerical (Accounting Clerk,Accounts Payable Clerk, Purchasing Clerk) M General Clerical(Office Assistant,Office Specialist) M Skilled Clerical/Administrative (Administrative Assistant,Senior Administrative Assistant) M Accounting Technical (Accounting Technician,Accounts Payable Technician) M Customer Service Technical (Customer Services Representative) M Information Technology Technical(Client Services Specialist) M Geographic Information Systems(GIS) Professional (GIS Analyst, GIS Specialist) M Information Technology Professional (Database Analyst, Systems Analyst, Programmer) M Specialty Management (Public Sector Discipline e.g. Planning, Purchasing, Water Utilities, Engineering, Human Resources,Risk Management, Fire, Police, Public Works CMocuments and Settings\tng\Local SettingsWemporary Internet Files 6ontent.Outlook\D3BFLWVX\Employment Soltuions Agreement DRAFT(3).doc EXHIBIT "B" WORKERS' COMPENSATION INSURANCE CERTIFICATION Every employer, except the State, shall secure the payment of compensation in one or more of the following ways: (a) By being insured against liability to pay compensation by one or more insurers duly authorized to write compensation insurance in this State. (b) By securing from the Director of Industrial Relations, a certificate of consent to self-insure, either as an individual employer, or as one employer in a group of employers, which may be given upon furnishing proof satisfactory to the Director of Industrial Relations of ability to self-insure and to pay any compensation that may become due to his or her employees. CHECK ONE I am aware of the provisions of Section 3700 of the Labor Code which requires every employer to be insured against Iiability for Workers' Compensation or to undertake self- insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the work and activities required or permitted under this Agreement. (Labor Code §1861). I affirm that at all times, in performing the work and activities required or permitted under this Agreement, 1 shall not employ any person in any manner such that I become subject to the workers' compensation laws of California. However, at any time, if I employ any person such that I become subject to the workers' compensation laws of California, immediately I shall provide the City with a certificate of consent to self-insure, or a certification of workers' compensation insurance. I certify under penalty of perjury under the laws of the State of California that the information and representations made in this certificate are true and correct. A l� Name of Company Date: Name CMocuments and Settings\tng\Local Settings\Temporary Internet Fi]es\Iontent.Outlook\D3BFLW VX\Employment Soltuions Agreement DRAFT(3).doc