11-0801_MUNITEMPS_Agenda Report_D1510!412011
TO: Mayor and City Council
FROM: Karen P. Brust, City an -'"
SUBJECT: Consideration of Extension of Personal Services Agreement _ Muni
Temps Municipal Staffing Solutions
By motion, authorize an amendment for staffing services currently provided by Muni
Temps with an extension of the current agreement not to exceed $50,000.
6A Ito fit fiQ
Can August 1, 2011, the City Manager approved an agreement with Muni Temps
Municipal Staffing Solutions in the amount of $25,000, to provide interim Accounting
Manager services to the Financial Services Department for the vacant position of
Accounting Manager.
Currently, the position is being filled by a Certified Public Accountant with significant
public sector financial experience. Staff is in the process of recruiting for the Accounting
Manager position, which is projected to be filled within the next 45 to 60 days. The
contract is not to exceed a total of $50,000 and shall terminate no later than November
30, 2011.
The temporary position is currently being funded through salary savings from the
permanent Accounting Manager position. There are sufficient funds to cover this cost.
Muni Temps, Inc.
By motion, authorize an amendment for staffing services currently provided by Muni
Temps with an extension of the current agreement not to exceed $50,000.
Agenda Item
I -NU
Pane 2
Attachments:
October 4, 2011
Prepared by,
Cathy Salcedo,
Executive Services Manager
1. Muni Temps, Inc. agreement dated August 1, 2011
2, First Amendment to current agreement dated October 4, 2011
PERSONAL SERVICES AGREEMENT
THIS AGREEMENT is made, entered into, and shall become effective this 1 st day
of August, 2011, by and between the San Juan Capistrano (hereinafter referred to as the
"City") and Muni Temps (hereinafter referred to as the "Consultant").
RECITALS:
WHEREAS, City desires to retain the services of Consultant regarding the City's
proposal professional staffing services; and
WHEREAS, Consultant is qualified by virtue of experience, training, education and
expertise to accomplish such services.
NOW, THEREFORE, City and Consultant mutually agree as follows:
Section 1. Scope of Mork.
The scope of work to be performed by the Consultant shall consist of those tasks as
set forth in Exhibit' A," attached and incorporated herein by reference. To the extent that
there are any conflicts between the provisions described in Exhibit "A" and those provisions
contained within this Agreement, the provisions in this Agreement shall control,
Section 2. Terra.
This Agreement shall commence on the effective date and shall terminate, and all
services required hereunder shall be completed, no later than October 31, 2011.
Section 3. Compensation.
3.1 Amount.
Total compensation for the services hereunder shall not exceed $25,000 as
set forth in Exhibit "B," attached and incorporated herein by reference.
3.2 Method of Payment.
Subject to Section 3.1, Consultant shall submit monthly invoices based on
total services which have been satisfactorily completed for such monthly period. The City
will pay monthly progress payments based on approved invoices in accordance with this
Section.
ATTACHMENT 1
3.3 Records of Expenses.
Consultant shall keep complete and accurate records of all costs and
expenses incidental to services covered by this Agreement. These records will be made
available at reasonable times to the City. Invoices shall be addressed as provided for in
Section 16 below.
Section 4. Independent Contractor.
It is agreed that Consultant shall act and be an independent contractor and not an
agent or employee of the City, and shall obtain no rights to any benefits which accrue to
Agency's employees.
Section 6. Limitations Upon Subcontracting and Assignment.
The experience, knowledge, capability and reputation of Consultant, its principals
and employees were a substantial inducement for the City to enter into this Agreement,
Consultant shall not contract with any other entity to perform the services required without
written approval of the City. This Agreement may not be assigned, voluntarily or by
operation of law, without the prior written approval of the City. if Consultant is permitted to
subcontract any part of this Agreement by City, Consultant shall be responsible to the City
for the acts and omissions of its subcontractor as it is for persons directly employed.
Nothing contained in this Agreement shall create any contractual relationships between
any subcontractor and City. All persons engaged in the work will be considered employees
of Consultant. City will deal directly with and will make all payments to Consultant.
Section 6. Changes to—Scope of Work.
For extra work not part of this Agreement, a written authorization from City is
required prior to Consultant undertaking any extra work. In the event of a change in the
Scope of Work provided for in the contract documents as requested by the City, the Parties
hereto shall execute an addendum to this Agreement setting forth with particularity all
terms of the new agreement, including but not limited to any additional Consultant's fees.
Section 7. Familiarity with Work and/or Construction Site.
By executing this Agreement, Consultant warrants that: (1) it has investigated the
work to be performed; (2) if applicable, it has investigated the work site(s), and is aware. of
all conditions there; and (3) it understands the facilities, difficulties and restrictions of the
work to be performed under this Agreement. Should Consultant discover any latent or
unknown conditions materially differing from those inherent in the work or as represented
by City, it shall immediately inform the City of this and shall not proceed with further work
under this Agreement until written instructions are received from the City.
V,
Section 9. Time of Essence.
Time is of the essence in the performance of this Agreement.
Section 9. Compliance with Law; E -Verify.
9.1. Compliance with Lave.
Consultant shall comply with all applicable laws, ordinances, codes and regulations
of federal, state and local government.
9.2. E -Verify.
If Consultant is not already enrolled in the U -S. Department of Homeland Security's
E -Verify program, Consultant shall enroll in the E -Verify program within fifteen days of the
effective date of this Agreement to verify the employment authorization of new employees
assigned to perform work hereunder. Consultant shall verify employment authorization
within three days of hiring a new employee to perform work under this Agreement,
Information pertaining to the E -Verify program can be found at http.//www.uscis.gov, or
access the registration page at https://e-verify.uscis.gov/enroll/. Consultant shall certify its
registration with E -Verify and provide its registration number within sixteen days of the
effective date of this Agreement, f=ailure to provide certification will result in withholding
payment until full compliance is demonstrated.
Section 10. Conflicts, of Interest.
Consultant covenants that it presently has no interest and shall not acquire any
interest, direct or indirect, which would conflict in any manner or degree with the
performance of the services contemplated by this Agreement. No person having such
interest shall be employed by or associated with Consultant.
Section 11. Indemni .
To the fullest extent permitted by law, Consultant agrees to protect, defend, and
hold harmless the City and its elective and appointive boards, officers, agents, and
employees from any and all claims, liabilities, expenses, or damages of any nature,
including attorneys' fees, for injury or death of any person, or damages of any nature,
including interference with use of property, arising out of, or in any way connected with the
negligence, recklessness and/or intentional wrongful conduct of Consultant, Consultant's
agents, officers, employees, subcontractors, or independent contractors hired by
Consultant in the performance of the Agreement. The only exception to Consultant's
responsibility to protect, defend, and hold harmless the City, is due to the negligence,
recklessness and/or wrongful conduct of the City, or any of its elective or appointive
boards, officers, agents, or employees.
This hold harmless agreement shall apply to all liability regardless of whether any
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insurance policies are applicable. The policy limits do not act as a limitation upon the
amount of indemnification to be provided by Consultant.
Section 12. Insurance.
On or before beginning any of the services or work called for by any term of this
Agreement, Consultant, at its own cost and expense, shall carry, maintain forthe duration
of the agreement, and provide proof thereof that is acceptable to the City, the insurance
specified below with insurers and under forms of insurance satisfactory in all respects to
the City. Consultant shall not allow any subcontractor to commence work on any
subcontract until all insurance required of the Consultant has also been obtained for the
subcontractor. Insurance required herein shall be provided by Insurers in good standing
with the State of California and having a minimum Best's Guide Rating of A- Class VII or
better.
12.1 Comprehensive General Liability.
Throughout the term of this Agreement, Consultant shall maintain in full force
and effect Comprehensive General Liability coverage in an amount not less than one
million dollars per occurrence ($1,000,000.00), combined single limit coverage for risks
associated with the work contemplated by this agreement. If a Commercial General
Liability Insurance form or other form with a general aggregate limit is used, either the
general aggregate limit shall apply separately to the work to be performed under this
agreement or the general aggregate limit shall be at least twice the required occurrence
limit.
12.2 Comprehensive Automobile Liability.
Throughout the term of this Agreement, Consultant shall maintain in full force
and effect Comprehensive Automobile Liability coverage, including owned, hired and non -
owned vehicles in an amount not less than one million dollars per occurrence
($1,000,000.00).
12.3 'Worker's Compensation.
If Consultant intends to employ employees to perform services under this
Agreement, Consultant shall obtain and maintain, during the term of this Agreement,
Worker's Compensation Employer's Liability Insurance in the statutory amount as required
by state law.
12.4 Proof of Insurance Requirements/Endorsement.
Prior to beginning any work under this Agreement, Consultant shall submit
the insurance certificates, including the deductible or self -retention amount, and an
additional insured endorsement naming .City, its officers, employees, agents, and
volunteers as additional insureds as respects each of the following: Liability arising out of
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activities performed by or on behalf of Consultant, including the insured's general
supervision of Consultant; products and completed operations of Consultant; premises
owned, occupied or used by Consultant; or automobiles owned, leased, hired, or borrowed
by Consultant. The coverage shall contain no special limitations on the scope of protection
afforded City, its officers, employees, agents, or volunteers.
12.5 Errors and Omissions Coverage [FOR PROFESSIONSIWORK
EXCLUDED FROM GENERAL LIABILITY]
Throughout the term of this Agreement, Consultant shall maintain Errors and
Omissions Coverage (professional liability coverage) in an amount of not less than One
Million Dollars ($1,000,000). Prior to beginning any work under this Agreement, Consultant
shall submit an insurance certificate to the City's General Counsel for certification that the
insurance requirements of this Agreement have been satisfied.
12.6 Notice of Cancellation/Termination of Insurance.
The above policy/policies shall not terminate, nor shall they be cancelled, nor
the coverages reduced, until after thirty (30) days' written notice is given to City, except that
ten (10) days' notice shall be given if there is a cancellation due to failure to pay a
premium.
12.7 Terms of Compensation_
Consultant shall not receive any compensation until all insurance provisions
have been satisfied.
12.8 Notice to Proceed.
Consultant shall not proceed with any work under this Agreement until the
City has issued a written "Notice to Proceed" verifying that Consultant has complied with all
insurance requirements of this Agreement_
Section 13. Termination.
City shall have the right to terminate this Agreement without cause by giving thirty.
(30) days' advance written notice of termination to Consultant.
In addition, this Agreement may be terminated by any party for cause by providing
ten (10) days' notice to the other party of a material breach of contract. If the Cather party
does not cure the breach of contract, then the agreement may be terminated subsequent
to.the ten (10) day cure period.
Section 14. Notice.
All notices shall be personally delivered or mailed to the below listed addresses, or
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to such other addresses as may be designated by written notice. These addresses shall
be used for delivery of service of process
To City: City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Attn: Human Resources Department
To Consultant: Muni Temps
2300 E. Katella Ave., Suite 210
Anaheim, CA 92806
Section 15. Attorne s' bees.
If any action at law or in equity is necessary to enforce or interpret the terms of this
Agreement, the prevailing party shall be entitled to reasonable attorneys` fees, costs and
necessary disbursements in addition to any other relief to which he may be entitled.
Section 16. Dispute Resolution.
In the event of a dispute arising between the parties regarding performance or
interpretation of this Agreement, the dispute shall be resolved by binding arbitration under
the auspices of the Judicial Arbitration and Mediation Service ("JAMS").
Section 17. Entire Agreement.
This Agreement constitutes the entire understanding and agreement between the
parties and supersedes all previous negotiations between them pertaining to the subject
matter thereof.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
ATTES
Maria Morris, Ci
L�L jrwr�wlxo?
Omar Sando al, City Attorney
CM OF SAN J CAPISTRANO
wren P. Brust, Ci anager
CONSULTANT
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
CITY OF SAN JUAN CAPITRANO
By.
Karen P. Srust, City Manager
CONSULTANT
ATTEST:
Maria Morris, City Cleric
APPROVED AS TO FORM:
Omar Sandoval, City Attorney
11 VVI " 1-1 ie mRY
fir&tl Munitipai Staffing Solutions
Municipal Staffing Agreement
GOVERNMENT STAFFING SERVICES INC., DBA MUNITEMPS, with its corporate office
located at 2300 EAST KATELLA AVENUE, SUITE 210, ANAHEIM, CA 92806 ("STAFFING
FIRM"), and the CITY OF SAN JUAN CAPISTRANO with its principal office located at
32400 PASEO ADIELANTO, SAN JUAN CAPISTRANO, CA 92675 ("CITY") agree to the
terms and conditions set forth in this Municipal Staffing Agreement (the "Agreement").
STAFFING FIRM's Duties and Responsibilities
1. STAFFING FIRM will.,
a. Recruit, screen, interview, and assign its employees ("Assigned Employees") to
perform the type of work described on Exhibit A under CITY's supervision at the
locations specified on Exhibit A;
b. Pay Assigned Employees' wages and provide them with the benefits that STAFFING
FIRM offers to them;
c. Pay, withhold, and transmit payroll taxes; provide unemployment insurance and
workers' compensation benefits; and handle unemployment and workers'
compensation claims involving Assigned Employees;
CITY's Duties and Responsibilities
2. CITY wilt:
a. Properly supervise Assigned Employees performing its. work and be responsible for
its business operations, products, services, and intellectual property;
.b. Properly supervise, control, and safeguard its premises, processes, or systems, and
not permit Assigned Employees to operate any vehicle or mobile equipment, or
entrust them with unattended premises, cash, checks, keys, credit cards„
merchandise, confidential or trade secret information, negotiable instruments, or
other valuables without STAFFING FIRM's express prior written approval or as
strictly required by the job description provided to STAFFING FIRM;
c. Employees of STAFFING FILM will not drive CITY vehicles unless the CITY covers
these employees under its general and auto liability insurance policy. CITY shall
provide STAFFING FIRM a certificate of insurance naming STAFFING FIRM as
additionally insured before STAFFING FIRM employees drive CITY vehicles.
d. Provide Assigned Employees with a safe work site and provide appropriate
information, training, and safety equipment with respect to any hazardous
substances or conditions to which they may be exposed at the work site;
EXHIBIT A
Government Staffisag Services, Inc.
�. nn :unaserax,, a K=icipal Staffing Agreement - City of SATs )VAN CAPSSTRFw*10
e. Not change Assigned Employees' job duties without STAFFING FIRM's express prior
written approval; and
f. Exclude Assigned Employees from CITY's benefit plans, policies, and practices, and
not make any offer or promise relating to Assigned Employees' compensation or
benefits.
Payment Teras, Bili Rates, and Fees
3. CITY will pay STAFFING FIRM for its performance at the rates set forth on Exhibit A for
each Assigned Employee and will also pay any additional casts or fees set forth in this
Agreement. STAFFING FIRM will invoice CITY for services provided under this
Agreement on a Serpi-Monthly basis. Payment is due on receipt of invoice. Invoices will
be supported by the pertinent time sheets or other agreed system for documenting time
worked by the Assigned Employees. CITY's signature or other agreed method of
approval of the work time submitted for Assigned Employees certifies that the
documented hours are correct and authorizes STAFFING FIRM to bill CITY for those
hours, If a portion of any invoice is disputed, CITY will pay the undisputed portion.
4. STAFFING FIRM may assign two classes of Employees at CITY: (1) "Executive"
Employees are presumed to be exempt from laws requiring premium pay for overtime,
holiday work, or weekend work. These Employees are assigned on a fixed monthly
salary contract which will be paid and pro rated on a bi-weekly pay cycle. When
assigned Employee completes project at CITY, CITY will be required to pay the pro rated
amount of the monthly salary contract agreed to in Exhibit Aa as of the full week ending
last day worked at the CITY. (2) "Non -Executive" Employees are presumed to be
nonexempt from laws requiring premium pay for overtime, holiday work, or weekend
work. STAFFING FIRM will charge CITY special rates for premium worts time only when
an Assigned Employee's work on assignment to CITY, viewed by itself, would legally
require premium pay and CITY has authorized, directed, or allowed the Assigned
Employee to work such premium work time. CITY's special billing rate for premium hours
will be the same multiple of the regular billing rate as STAFFING FIRM is required to
apply to the Assigned Employee's regular pay rate. (For example, when federal law
requires 150% of pay for work exceeding 40 hours in a week, CITY will be billed at 150%
of the regular bill rate.)
5. If CIT( uses the services of any Assigned Employee as its direct employee, as an
independent contractor, or through any person or firm other than STAFFING FIRM
during or within 183 days after any assignment of the Assigned Employee to CITY from
STAFFING FIRM, CITY must notify STAFFING FIRM and pay a lurnp sum equal to (a)
9% of the annual salary of Assigned Employee if that Employee has worked a minimum
of 980 hours or (b) 18% of the annual salary of Assigned Employee if the Employer: has
worked less than 980 hours for CITY.
Confidential Information
6, Both parties may receive information that is proprietary to or confidential to the other
party or its affiliated companies and their CITY's, Both parties agree to hold such
information in strict confidence and not to disclose such information to third parties or to
use such information for any purpose whatsoever other than performing under this
Agreement or as required by law. No knowledge, possession, or use of CITY's
confidential information will be imputed to STAFFING FIRM as a result of Assigned
Employees' access to such information.
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Gover=ent Staffing Services, Inc.
a Telil�5` Municipal Staffing Agreasaeat - City of SAN JUAN CA€ISTR-WO
Cooperation
7. The parties agree to cooperate fully and to provide assistance to the other party in the
investigationand resolution of any complaints, claims, actions, or proceedings that may
be brought by or that may involve Assigned Employees.
Indemnification and Limitation of Liability
5. To the extent permitted by law, STAFFING FIRM will defend, indemnify, and hold CITY
and its directors, officers, agents, representatives, and employees harmless from all
claims, losses, and liabilities (including reasonable attorneys' fees) to the extent caused
by STAFFING FIRM's breach of this Agreement; its failure to discharge its duties and
responsibilities set forth in paragraph 1; or the negligence, gross negligence, or willful
misconduct of STAFFING FIRM or STAFFING FIRM's officers, employees, or authorized
agents in the discharge of those duties and responsibilities.
To the extent permitted by law, CITY will defend, Indemnify, and hold STAFFING FIRM
and its parent, subsidiaries, directors, officers, agents, representatives, and employees'
harmless from ail claims, losses, and liabilities (including reasonable attorneys' tees) to
the extent caused by CITY's breach of this Agreement; its failure to discharge its duties
and responsibilities set forth in paragraph 2; or the negligence, gross negligence, or
willful misconduct of CITY or CITY's officers, employees, or authorized agents in the
discharge of those duties and responsibilities,
10. As a condition precedent to indemnification, the party seeking indemnification will inform
the other party within 15 business days after it receives notice of any claim, loss, liability,
or demand for which it seeks indemnification from the other party; and the party seeking
indemnification will cooperate in the investigation and defense of any such matter.
11. The provisions in paragraphs 9 through 13 of this Agreement constitute the complete
agreement between the parties with respect to indemnification, and each party waives its
right to assert any common-law indemnification or contribution claim against the other
party,
Miscellaneous
12. Notwithstanding any other provision of this Agreement to the contrary, the provisions of
paragraphs 9 - 13 shall remain effective after termination or renewal of this Agreement.
13. No provision of this Agreement may be amended or waived unless agreed to in a writing
signed by the parties.
14. Each provision of this Agreement will be considered severable, such that if any one
provision or clause conflicts with existing or future applicable law or may not be given full
effect because of such law, no other provision that can operate without the conflicting
provision or clause will be affected..
15. This Agreement and the exhibits attached to it contain the entire understanding between
the parties and supersede all prior agreements and understandings relating to the
subject matter of the Agreement_
16. The provisions of this Agreement will inure to the benefit of and be binding on the parties
and their respective representatives, successors, and assigns.
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Mun&bal Si.fflnpSaN!!m�Government 3Cafi•9.ng Services, Inc.� a Muticipal Staffing Agreement - City of SAN JUAN CAPIST TO
17. The failure of a party to enforce the provisions of this Agreement will not be a waiver of
any provision or the right of such parry thereafter to enforce each and every provision of
this Agreement.
18. Neither the CITY nor Staffing Firm wi9l transfer or assign this Agreement without either
party's written consent.
19. Any notice or other communication will be deemed to be properly given only when sent
via the United States Postal Service or a nationally recognized courier, addressed as
shown on the first page of this Agreement.
20. Neither party will be responsible for failure or delay in performance of this Agreement if
the failure or delay is due to labor disputes, strikes, fire, riot, war, terrorism, acts of God,
or any other causes beyond the control of the nonperforming party.
21. The provisions of this agreement shall be entered into according to the laws of the State
of California.
Teras of Agreement
22. This Agreement will be for a teras of 12 months from the first date on which both parties
have executed it. This agreement may be extended for 12 additional months by mutual
agreement of both parties. The Agreement may be terminated by either party upon 24
hours written notice to the other party.
Authorized representatives of the parties have executed this Agreement below to
express the parties' agreement to its terms.
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GOVERNMENT STAFFING SERVICES, INC.
Cl gSAftUATRANO
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Title
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EXHIBIT B
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EXHIBIT B
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THIS FIRS AMENDMENT TO THE PERSONAL SERVICES AGREEMENT between
the CITY OF SAN JUAN CAPISTRANO ("City") and Muni Temps, ("Consultant") is made
and entered into, to be effective the 4th day of October, 2011, as follows:
WHEREAS, the City and Consultant have entered into that Personal Services
Agreement dated August 1, 2011, for professional staffing services (the "Agreement"); and
WHEREAS, the City and Consultant desire to amend the terms -of the Agreement as
provided hereunder.
f-111Tj I4?i Q NFA
NOW, THEREFORE, in consideration of the promises and mutual covenants
contained therein, City and Consultant agree to the amend Section 2 and 3 of the
Agreement as follows:
Section 2. Terra.
This agreement shall commence.on the effective date and shall terminate, and all
services required hereunder shall be completed, no later than November 30, 20311
Section 3. Compensation
,1 .; Mill
Total compensation for the services hereunder shall not exceed a total of $50,000,
including expenses, as set forth in Exhibit A, attached and incorporated herein by
reference.
All other provisions of the Agreement not amended hereunder shall remain in full
force and effect.
(SIGNATURE PAGE FOLLOWS)
_1_ ATTACHMENT 2
CITY OF SAN JUAN CAPISTRANO
In
Maria Morris, City Clerk
APPROVED AS TO FORM:
go
By.
Karen P. Brust, City Manager
Omar Sandoval, City Attorney CONSULTANT:
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