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12-0701_KFORCE, INC_Personal Services AgreementPERSONAL SERVICES AGREEMENT THIS AGREEMENT is made, entered into, and shall become effective this 1st day of July, 2012 (the "Effective Date"), by and between the City of San Juan Capistrano (hereinafter referred to as the "City") and KFORCE INC. (hereinafter referred to as the "Consultant"). The terms of this Agreement shall apply to staffing services provided by the Irvine, CA office of Kfc,-ce Inc. RECITALS: WHEREAS, the City currently desires to retain the services of the Consultant regarding the City's proposal for professional staffing services; and WHEREAS, the 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 Work. The scope of work to be performed by the Consultant shall consist of professional staffing services as set forth in Exhibit "A," attached and incorporated herein by reference. City agrees that it is responsible for supervising Consultant's temporary employees ("Assigned Individual"). City shall not permit or require an Assigned Individual (i) to perform services outside of the scope of his or her assignment, (ii) to sign contracts or statements (including SEC documents), (iii) to make any management decisions, (iv) to sign, endorse, wire, transport or otherwise convey cash, securities, checks, or any negotiable instruments or valuables, (v) to perform services remotely (e.g., on premises other than City's or City's customer's premises), or to use computers, software or network equipment owned or licensed .by the Assigned Individual or (vi) to operate machinery (other than office machines) or automotive equipment. Since Consultant is not a professional accounting firm, City agrees that it will not permit or require Consultant's Assigned Individual (a) to render an opinion on behalf of Consultant or on City's behalf regarding financial statements, (b) to sign the name of Consultant on any document or (c) to sign their own names on financial statements or tax returns. 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, no later than June 30, 2013, subject to Section 13 (Termination). Section 3. Compensation. 3.1 Amount Total compensation for the services hereunder shall not exceed $25,000 at the rate set forth in Exhibit 'A" attached and incorporated. herein by reference. Consultant shall have no obligation to continue performance once the not to exceed dollar amount limitation of $25,000 has been attained. Furthermore, City shall have the responsibility to monitor fees charged in relation to the not to exceed amount. City will either terminate the assignment or increase the not -to -exceed amount prior to attainment of the not -to -exceed dollar amount limitation. 3.2 Method of Payment Subject to Section 3.1, Consultant's Assigned Individual will submit a time sheet for City's verification and approval at the end of each week. City's approval thereby will indicate its acceptance of the terms provided in Consultant's job arrangement letter confirming the engageLrent of that Assigned Individual. Consultant shall submit monthly invoices based on total services which have been completed for such preceding monthly period and Consultant's invoices are due within thirty (30) days of receipt. Legally -rewired oveFtime (fedeFal !a exress of 40 hours a week, state law YaFies) will be billed a . At the City's discretion, Contractor's Assigned Individual may be re uired to work the City's 91$0 work schedule. The work week is Monday—Thursday 7:30 A.M. —5:30 A.M. and alternate Fridays from 7:30 A.M. to 4:30 P.M. The City will pay monthly invoices in accordance with this Section. 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 during normal business hours to the City. Invoices shall be addressed as provided for in Section 14 below. Section 4. Ic ieoendent 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 City's employees. 2 Section 5. 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, with the exception of Consultant's thins party background check vendor. 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 negligent 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. Reserved. Section 8. Time of Essence. Reserved. Section 9. Compliance with Law. Consultant shall comply with all applicable laws, ordinances, codes and regulations of federal, state and local government directly related to the provision of services under this Agreement. Section 10. Conflicts of Interest. Consultant covenants, to the best of its ability, that it presently has no interest and shall not acquire any 1'nterest, direct or indirect, which would conflict in any manner or 3 degree with the performance of the services contemplated by this Agreement. Section 11. Indemnity. To the fullest extent permitted by law, Consultant agrees to hold harmless the City and its elective and appointive boards, officers, and employees from any and all third party liabilities, expenses, or damages of any nature, including reasonable attomeys' fees, for bodily injury or death cf third party person, or physical damage to tangible property, only to the extent directly arising out of, the negligence, 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 and to the extent not caused by or resulting from the negligence, recklessness and/or wrongful conduct of the City, or any of its elective or appointive boards, officers, agents, employees, subcontractors, or independent contractors. The Consultant shall have no responsibility for negligence, recklessness and/or wrongful conduct of the City, or any of its elective or appointive boards, officers, agents, employees, subcontractors, or independent contractors. 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, anc 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 VI or better. 12.1 Comprehensive General Liability. 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), combined single limit coverage for risks associated with the work contemplated by this agreement. 12.2 Comprehensive Automobile Liability. Consulti� nt 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). 12.3 Workers' Compensation. 4 Consultant will maintain workers' compensation insurance in accordance with the Labor Code of California and covering all employees of the Contractor providing any service in the performance of this agreement. Such insurance shall be endorsed to: (1) Waive the insurer's right of Subrogation against the City and City Personnel. A statement on an insurance certificate will not be accepted In lieu of the actual endorsement 12.4 Proof of Insurance Requirements/Endorsement. Prior to beginning any work under this Agreement, Consultant shall submit the insurance certificates, 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 activities performed by or on behalf of Consultant, including the premises owned, occupied or used by Consultant; or automobiles owned, leased, hired, or borrowed by Consultant. 12.5 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. 12.6 Terms of Compensation. Consultant shall receive compensation as set forth in Section 3.2. Consultant shall comply with City's request to provide certificate of insurance demonstrating Consultant's compliance with all of City's insurance provisions requirements prior to the assignment of Consultant's Assigned Individual. 12.7 Notice to Proceed. Consult,-nt 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. This Agreement may be terminated by any party by providing ten (10) days' notice to the other party. Any respective obligations of Consultant or City hereunder which by their nature would continue beyond the termination, cancellation or expiration of this Agreement shall survive such termination, cancellation or expiration. 5 Section 14. Notice. All notices shall be personally delivered or mailed to the below listed addresses, or 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: KFORCE 1001 East Palm Ave. Tampa, FL 33605 Attn: Contracts Management Section 16. 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, and costs. Section 16. Dispute Resolution. In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute may 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. Notwithstanding any language to the contrary contained in this Agreement or attachment hereto with regard to fixed-price, deliverables, acceptance of deliverables, or milestones, Consultant shall be compensated on an hourly basis only. Section 18. Pricing. Consultant may increase its rates for the services provided under this Agreement to reflect increases in Consultant's own costs of doing business, including costs associated with higher wages for workers and/or related tax, benefit and other costs. Consultant will provide written notice of any increase in its rates for the services, and such increase will be prospective, starting as of the effective date Consultant specifies. Section 19. Reference Checks. Consultant checks references by asking specific questions to select past employers D with regard to skills and work history before placing an individual on his or her first assignment and a completed Live Scan confirming no criminal history. Section 20. Conversion. In the event that City wishes to convert any of Consultants Assigned Individual, after 1040 hours of billed .services, the City agrees to pay a conversion fee of $0.00 (zero dollars). Section 21. Resume Confidentiality. City agrees to hold in confidence the identity of Consultants candidates and their resume, social security number and other legally protected personal information. (SIGNATURE PAGE FOLLOWS) 7 IN WITNESS WHEREOF, the parties hereto have executed this Agreement. CITY OF S JUAN ISTRANO C' Ka rus ,City Manager KFORCE INC. l� Ofiar 8a7nffovaf, City Attorney Exhibit A Consultant will provide professional staffing services as needed to the City. Bill rates will vary from $18.00 to $50.00 per hour based on the knowledge, skills and abilities of the temporary employees provided to City. Actual bill rate will be negotiated at time of placement. E 32400 PASEO AOELANTO SAN JUAN CAPISTRANO. CA 92675 (949) 4931171 (949) 4931053 FAX mim sanJNGOCapLSfrano. OIg TRANSMITTAL TO: KFORCE Attn: Contracts Management 1001 East Palm Ave. Tampa, FL 33605 DATE: July 23, 2012 FROM: Christy Jakl, Deputy City Clerk (949) 443-6310 MEMBERS OF 1NE CITY COUNCIL SAMALLEVATO uURAFREESE .RYKRAMER DEREK REEVE JOHN TAYLOR RE: Personal Services Agreement — Professional Staffing Services Thank you for providing documentation confirming compliance with the terms of the agreement related to insurance. Please keep in mind this documentation must remain current with our office during the term of the agreements. If you have questions related to insurance requirements, please call me at (949)443-6310. If you have questions concerning the agreement, please contact Tom Bokosky, Human Resources Manager at (949) 443-6321. Enclosed is an original agreement for your records. Cc: Tom Bokosky, Human Resources Manager San Juan Capistrano: Preserving the Past to Enhance the Future Christy Jakl From: Michelle Bannigan Sent: Thursday, July 19, 201212:16 PM To: Wang, Barnaby (BWang@kforce.com) Cc: Tom Bokosky; Christy Jakl Subject: FW: Kforce: Proof of Insurance Hi, Barnaby — Please work directly with Christy Jakl in our City Clerk's office to provide the required information. Any questions can be directed to her or Tom. Thanks, Michelle Bannigan Assistant Finance Director (949) 443-6307 From: Christy Jakl Sent: Thursday, July 19, 2012 12:13 PM To: Michelle Bannigan Cc: Tom Bokosky Subject: RE: Kforce: Proof of Insurance Thank you Michelle! They will also need to provide the General liability Endorsement naming the City of San Juan Capistrano as additionally ensured and the certificate needs to indicate the City of San Juan Capistrano as the Certificate Holder. Thank you! Christy Jakl Deputy City Clerk City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 (949)443-6310 1 (949)493-1053 fax From: Michelle Bannigan Sent: Thursday, July 19, 2012 11:42 AM To: Christy Jakl Subject: FW: Kforce: Proof of Insurance Michelle Bannigan Assistant Finance Director (949) 443-6307 From: Wang, Barnby fmaiito:BWang(ftforce.coml Sent: Thursday, July 19, 2012 8:53 AM To: Tom Bokosky; Michelle Bannigan Cc: Udink, Kevin Subject: Kforce: Proof of Insurance Good Morning Michelle & Tom, Please find our proof of insurance attached in PDF format. Please let me know if any additional information is required in order for us to be an approved vendor. Thank you for your help with this process. Take care, Barnaby Wang Field Director - Finance & Accounting Kforce Professional Staffing 949.223.1463 Direct 626.378.5126 Mobile ®bwanoCNkforclL�© e.com m ,nwwmiieen Linked® Great People Great Results• Com' denpellty Notice: This email message, Including any attachments. Is for the sole use of the Intended recipients) and may contain confidential and/or prnilesed Information. Any unauthorized review, use, disclosure or distribution Is prohibited It you are not the intended recount. please came the sender by reply email and destroy all copies of the aritfu 1. Christy Jakl From: Sent: To: Cc: Subject: Attachments: Good Afternoon, Christy Jakl Monday, July 23, 2012 3:03 PM Tom Bokosky Michelle Bannigan; Lori Doll KForce PSA 12-0701 KFORCE PSA.pdf For your records, attached is the executed Personal Services Agreement with KForce. Thanks! C;hrisN IAA Deputy City Clerk City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 (949)443-6310 1 (949)493-1053 fax