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11-0801_MUNITEMPS_Agenda Report_D91111512011 By motion, authorize a second amendment (Attachment 1) for staffing services currently provided by Muni Temps with an extension of the current agreement not to exceed $68,000. :Z: On August 1, 2011, the City Manager approved an agreement (Attachment 2) 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. On October 4, 2011, the City Council approved an amendment to the agreement (Attachment 3) extending the term to November 30, 2011, and increasing the agreement compensation not to exceed $50,000., The position, which has been vacant since June 10, 2011, is currently being filled by a Certified Public Accountant with significant public sector financial experience. Staff is in the process of completing the Accounting Manager recruitment, which is projected to be finalized by mid-December. The extension of the current contract is not to exceed a total of $68,000 and shall terminate no later than December 16, 2011. The increase from $50,000 to $68,000 is a correction of the total amount necessary to fund the position through November 30, 2011, as well as extend to December 16, 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, Agenda Item Paqe 2 November 15, 2011 By motion, authorize a second amendment for staffing services currently provided by Muni Temps with an extension of the current agreement not to exceed $68,000. spectful su —i- d, ren P. Brust City Manager Cathy Salcedo Executive Services Manager Attachments: 1. Second Amendment to current agreement 2. Muni Temps, Inc. agreement dated August 1, 2011 3. First Amendment to current agreement dated October 4, 2011 no, 1 M4 1*1141 Z, F-11 THIS SECOND 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 1st day of December, 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. "I TIJ FA , 17 -0119 W, ! B NOW, THEREFORE, in consideration of the promises and mutual covenants contained therein, City and Consultant agree to amend Section 2 and 3 of the Agreement as follows: Section 2. Term. This agreement shall commence on the effective date and shall terminate, and all services required hereunder shall be completed, no later than December 16, 2011. Total compensation for the services hereunder shall not exceed a total of $68,000, 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) ATTACHMENT 1 Maria Morris, City Clerk LAI a a PT'fIVI 4#7 ,jW&f0TMT-.j an A: Sam Allevato, Mayor Omar Sandoval, City Attorney CONSULTANT- -2- U3 m to 7 mB� R M Y M M 0 4.0 Ba.I :3 m �gyWp.. aH ww �r�qq4^ iV e 0 M M 0 4.0 Ba.I :3 m �gyWp.. aH ww �r�qq4^ iV e 0 PERSONAL SERVICES AGREEMENT THIS AGREEMENT is made, entered into, and shall become effective this 1st 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"). RECITAL& 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. mope of Work. 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. Term. 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 2 3.3 Records of Expenses. Consultant shall keep complete and accurate records of all casts and expenses incidental to services covered by this Agreement. These records will be mads 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 U on 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 worts 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 ?. Parniiiarity_with Work and/or Construction Site. By executing this Agreement, Consultant warrants that: (1) it has investigated the worst 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 worst under this Agreement until written instructions are received from the City. Section 8. Time of Essence, Time is of the essence in the performance of this Agreement. Section 9, Compliance with Law,• 124eri 9A. Compliance with Law. 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 ht.tp://www.uscis.aov, or access the registration page at htt s://e-veri .uscis. ov/enroll/. Consultant shall certify its registration with -Verify and provide its registrations number within sixteen days of the effective -date of this Agreement. Failure 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. leo person having such interest shall be employed by or associated with Consultant. Section 11. Indemnity, 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 3 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 for the 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 Ovide 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 ($1,040,000,00), 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 (`p1,000,000,00). 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 El 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 PROFESSIONSlli ORK 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,O00,0O0). 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 Cancel lationlTermination 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, exceptthat ten (10) days' notice shall be given if there is a cancellation due to failure to pay a vemium. 92.7 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 diving 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 other 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 5 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 Adeianto San Juan Capistrano, CA 02675 Attu: Human Resources Department To Consultant: Muni Temps 2300 E, Katella Ave.. Suite .210 Anaheim, CA 92806 Section 15. Attorneys' Fees. 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 enure understanding and agreement between the parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. 0 IN WITNESS WHEREOF, the parties hereto have executed this Agreement. ATTES Maria Morris, CjtV'Clj APPROVED AS TO FORM, Omar SandoWal,-City Attorney C OF SAN JCAPISTRANO wren P. gust, ditrkanaqer CONSULTANT 0 7 IN WITNESS WHEREOF, , the parties hereto have executed this Agreement CITY OF SAN JUAN CAPISTRANO Karen P. Brust, City Manager CONSULTANT ATTEST: Marla Morris, City Clerk APPROVED AS TO FORM: Omar Sandoval, City Attorney ps Muniiclpai StaffingWuti€sns Municipal Staffing Agreement GOVERNMENT STAFFING SERVICES INC., DBA MUNITtEMPS, with its corporate office located at 2300 EAST KATELIA AVENUE, SUITE 230, ANAHEIM, CA 92806 ("STAFFING FIRM"), and the CITY OF SAN JUAN CMISTRANO with its principal office located at 32400 PASEO ADEI_ANTO, 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 supervisit:�n at the locations specified on Exhibit A; b. lay Assigned Employees' wages and provide therm 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 will; a. Properly supervise Assigned Employees performing its work and be responsible for its business operations, products, services, and intellectuat property, b, Property 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, casts, 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 jots description prov{ded to STAFFING FIRM; c. Employees of STAFFING FIRM 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 of the work site; EXHIBIT A Gover=ent Staffisag Services, in;;. r nwvMr eWo»E"'"{ Municipal st&ffirg Agraamant - City at SAN JUAN GAI'ISTRANO e. Not change Assigned Employeas' jab 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 Terms, Bill Bates, 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 costs or fees set forth in this Agreement. STAFFING FIRM will invoice CITY for services provided under this Agreement on a Semi -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 rnonthiy 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 ratted 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 work 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 CITY 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 lump sura 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 Employee 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 Assignee! Emptoyees' access to such information, 2 f Ciovlar=ent 8tsft�.u5 Services, Inc. � $111F3$" municival staffing Agreamovt - City of SAN cMAN MPTSTP-1WO owwwcwwm.:x,+ww,rt, Cooperation 7. The parties agree to cooperate fully and to provide assistance to the other party in the investigation.and resolution of any complaints, claims, actions, or proceedings that may be brought by or that may involve Assigned Employees. Indemnification and Limitation of Liability 8, To the extent permitted by law, STAFFING FIRM will defend, indemnify, and hold CITY and Its directors, officers, agents, representatives, and employees harmlees from afl 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, grass negligence, or willful misconduct of STAFFING FIRM or STAFFING FIRM officers, employees, or authorized agents In the discharge of those duties and responsibilities. 9, To the extent permitted by law, CITY will defend, Indemnify, and hold STAFFING FILM and its parent, subsidiaries, directors, officers, silents, representatives, and employees' harmless from all claims, losses, and liabilities (including reasonable attorneys' fees) 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 seeping 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 inderrin€fication or contribution claire 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 parf'ses, 14, Each provision of this Agreement will be cvr;sidered severable, such that if any one provision or clause conflicts with existing or future applicable law or may nQt be given full effect because of such law, no other provision that can operate without the conflicting provision or clause wilt 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. 1$. The provisions of this Agreement will inure to the benefit of and be binding on the parties and their respective representatives. successors, and assigns, Govery=ent Staffing Servicea, Inc. Municipal Staffing Agreement - City of SAN :M7tN CAVTXMAIT0 17. The failure of a party to enforce the provisions of this Agreement will not be a waiver of any prevision or the right of such party thereafter to enforce each and every provision of this Agreement. 18. Neither the CITY nor Staffing Firm will transfer or assign this Agreement without either party's written consent. 19. Any notice or other communication will be deemed to be property given only when sent via the United States Postai Service or a nationally recognized courier, addressed as shown on the first page of this Agreement, 20. Neither part' will be responsible for failure or delay in performance of this Agreement if the failure or delay is due to tabor 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 Caitfornia. Terra of Agreement 22. This Agreement will be for a term 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, Ci SA tlA C TRANO Si tore Pri ted Name Title GOVERNMENT STAFFING SERVICES, INC, Signature Tinted Marne Title Date gate FIRST AMENDMENT TO PERSONAL SERVICES AGREEMENT 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: RECITALS 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. AMENDMENT 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. T�arm. This agreement shall commence on the effective date and shall terminate, and all services required hereunder shall be completed, no later than November 30, 2011. Section 3. Compensation 3.1 Amount 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 3 CITY OF SAN JUAN CAPISTRANO Wa By: APPROVE© AS TO FORM: MEN I k, i!NO, "� _2_ CONSULTANT: Trope of Munidpal 5taffing Sufamtions Municipal Staffing Agreement GOVERNMENT STAFFING SERVICES INC., DBA MUNrrEMPS, with its corporate office located at 2300 EAST KATELLA AVENUE, SUITE 290, ANAHEIM, CA 82500 ("STAFFING FIRM"), and the CITY OF SAM JUAN GMJSTRANO, with its principal office located at 32400 PASEO ADELANTO, SAN JUAN CAPISTRANO, CA 82675 ("CITY") agree to the terms and conditions set forth In this Municipal Staffing Agreement (the °Agreement'), STAFFING FIRWs Duties and Responsibilities ?. 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 benefris that STAFFING FIRM offers to them; c. Pay, withhold, and transmit payroll taxes; provide unemployment Insurance and workers' compensation beneflls; and handle unemployment and workers' compensation claims involving Assigned Employees; CMTs Duties and Responsibilities 2. CITY will: 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 FIRWs express prior written approval or as strictly required by the job description provided to STAFFING FIRM; c. Employees of STAFFING FIRM 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 ANIPPILMW Govsrsmant Stalling Ssrvioaa, Inc. XUnLclyAX StAtting AgrOOMUt City at 9AW JUAR CAPISTRNNO e. Not change Assigned Employees' job duties without STAFFING FIRM's express prior written approval, and Exclude Assigned Employees from CITY's benefit pians, policies, and practices, and not make any offer or promise relating to Assigned Employees' compensation or benefits. Payment Terms, Sill Rates, and t=ees 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 Semi -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 Gay: (1) aExecutive' Employees are presumed to be exempt from laws requiring premium pay for overtime, holiday work, or weekend worts. 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 ars presumed to be nonexempt from laws requiring premium pay for overtime, holiday work, or weekend worts. STAFFING FIRM will charge CITY spacial 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 ig required to apply to the Assigned Employee's regular pay rate. (For example, when federal law requires 150% of pay for worts exceeding 40 tours In a week, CITY will be billed at 150% of the regular bill rate.) 5. if CITY 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 153 days after any assignment of the Assigned Employee to CITY from STAFFING FIRM, CITY must notify STAFFING FIRM and pay a lump sum equal to (a) 9% of the annual salary of Assigned Employee if that Employee has worked a minimum of 980 hours or (p) IS% of the annual salary of Assigned Employee if the Employee has worked less than 984 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 CrIY'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 ether 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. flmrrx0ot Staffing soma", %Be. X=Ialpal Staffing Aorooment - City of SAN 4VM. GXff9TRAN0 Cooperation T. The parties agree to cooperate fully and to provide assistance to the other party In the Investigation and resolution of any complaints, claims, actions, or proceedings that may be brought by or that may involve Assigned Employees. Indemniflcation and Limiiatlon of Liability 6. To tate 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. 9. 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 all claims, losses, and liabilities (including reasonable attorneys' fees) 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 16 business days after it receives notice of any clafm, 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 arty 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 c o mmon4aw indemnification or contribution claim against the other party, Mis"ltaneous 12. Notwithstanding any other provision of this Agreement to the contrary, the provisions of paragraphs 9 -13 shah 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 Agreernent will be considered severable, such that if any one provision or clause conflkfs with oxisfing 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. 16. 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 by binding on the parties and their respective representatives, successors, and assigns, !-;N111mullik NJ= p Government staffing sarviaea, Inc. municipal staffing x9rae*aeat - City at 9AN =AS CAPI9TRi O 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 party thereafter to enforce each and every provision of this Agreement. 18. Neither. the CITY nor Staffing Firm will 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, terrorlsrn,.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 CaUfoml& Term of Agreement 22. This Agreement will be for a term of 12 months irom 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. 00 irMiY A ■ In', GOVERNMENT STAFFING SERVICES, INC. Signature Printed Name - r l TTS IMA/_ra C-7 FOf Title Title Date Date (3 uj U uj ti3 z U- U— f-- t!g F^ - LU z x uj 0 (D OAF 0 C 0 6S _ 4°] 0 4) Q? � a. OW E h cQ x EXHIBIT B 2 en