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15-0421_KFORCE, INC_F10_Agenda Report 4/2112015 F10 City of San Juan Capistrano Ag nda Report TO: Karen Pru r� er e :. FROM: Tom Bokosk , uman Resoufces er DATE: April 21, 2015 SUBJECT: Consideration of Approving the Third Amendment to the Personal Services Agreement with KFORCE, Inc., to Provide Professional Staffing Services RECOMMENDATION: By motion, approve the third amendment to the Personal Services Agreement with KFORCE, Inc., to provide professional staffing services. EXECUTIVE SUMMARY: The City contracts with KFORCE, Inc., (KFORCE) to provide professional staffing services. Staff recommends that the City Council approve the third amendment to the Personal Services Agreement by increasing the total compensation amount from $45,000 to $55,000. This will allow the City to continue to contract for, as needed, professional staffing services with KFORCE for temporary help services through June 30, 2015. DISCUSSION/ANALYSIS: The City has been contracting with KFORCE, on an as needed basis, since July 1, 2012. KFORCE provides temporary staffing services to the City for budgeted temporary help and during vacancies and during employee leaves of absences. The City currently has a KFORCE associate working in the Public Works Division due to an Administrative Coordinator vacancy and a KFORCE associate in the Utilities Division providing temporary administrative support; both assignments will conclude by June 30, 2015. The total cost of services through June 30, 2015, is expected to be $52,690. The current Personal Services Agreement (Attachment 1) terminates on June 30, 2015, with a total compensation amount not to exceed $45,000. The proposed third amendment (Attachment 2) increases the total compensation amount not to exceed to $55,000. This will allow the City to continue to use KFORCE services through June 30, 2015, while Human Resources recruits to fill vacant positions. City Council Agenda Report April 21, 2015 Page 2 of 2 FISCAL IMPACT: Through March 5, 2015, the City has paid $23,832 towards the total compensation amount of $45,000 and the total expected cost through June 30, 2015, is $52,960. The proposed third amendment will increase the total compensation amount to $55,000. The costs are offset by salary and benefit savings from vacant positions; these salary and benefit costs are included in the Fiscal Year 2014-2015 Adopted Budget. ENVIRONMENTAL IMPACT: Not applicable. PRIOR CITY COUNCIL REVIEW: Not applicable. COMM ISS IONICOMMITTEEIBOARD REVIEW AND RECOMMENDATIONS: Not applicable. NOTIFICATION: KFORCE, Inc. ATTAC HME NT, S): Attachment 1 — Personal Services Agreement Attachment 2 — Third Amendment PERSONAL SERVICES AGREEME� 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 Kfevice Inc. RE TATS: 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, (0)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 ConsulVunt 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. Terre. This Agreement shall commence on the effective date and shall terminate, no later than June 30, 2013, subject to Section 13 (Termination). 1 ATTACHMENT 1 Section 3. C ampensation. 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 engage,-neat 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. e Wiled r`3t k 43�R i Ott 40- the Wsdj ti n . 'r ! tt Assi reed lnciividuai ma be re it d o he Ci s 9M work.s-6helgle. The work weep llorrda Thu da 7.3i A�.- 30 .1 :an d altercate Fdda s#rorty 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 {seep 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. lr.°Je endent 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 S. 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 third 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 S. Changes to Scope of Work. Icor 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 Fork sndtor Cone rction Site. Reserved. Section S. Time of_gsgs" % Reserved. Sa2tlon_9. C2g,!ollance with, 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. Confil is 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. Indernrilly. 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 ref 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, an6 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. Consult*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 wilt maintain workers' compensation Insurance In accordance with the Labor Code of Callfom►,i and covering all employees of the Contractor providing any service in the performance of this agreement. Such insurances shall be endorsed to: (1) Waive the insurer's right of Subrogation against the City and City Personnel. A statement on an Insurance cer0cate will not be accepted!n lieu ofthe actual endorsement 12.4 Proof of Insurance RequiremerntslEndoisement. Prior to beginning any worst 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. 12.6 Notice of Canes llationlTertmination 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 Terns 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. ConsultA�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. Te ninat<ion. This Agreement may be terminated by any Pally 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 Secy 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 I X01 East Palm Ave. Tampa, FL 33605 Attn: Contracts Management Secy 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. Endre 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 ether 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. Sects Referencia Che. Consultant checks references by asking specific questions to select past employers 6 with regard to skills and worse history before planing an individual on his or her first assignment and a completed Lime 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). SeResume,Confidentialibr. City agrees to hold In confidence the identity of Consultant's 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, C1TY OF SA JUAN I TRA O n Ey Kir rias ; City tanager KFORCE, INC. r ATT E- T- Maria 0 is, City Clerk APPROVED A a TO FORK' Exhibit A Consultant will provide professional staffing services as needed to the City. Bili 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. 9 First Amendment to Personal Services Agreement THIS AMENDMENT to the Personal Services Agreement between the City of San Juan Capistrano fCitn and KFORCE Inc., ("Consultant) is made and entered into, to be effective the 1 day of September 2014, as follows: RECITALS WHEREAS, City has retained the services of Consultant to provide professional staffing services pursuant to that Agreement dated as of July 1, 2012; 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 of mutual covenants contained therein, City and Consultant agree to amend the Agreement between City and Consultant as follows: Section 2. Terra. The term of the Agreement is hereby extended to June 30, 2015, All other provisions of the Agreement not amended hereunder shall remain in full ford and effect. (SIGNATURE PAGE FOLLOWS) 1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement. CIT OF S J A AP ANO seri P. Brust, ity Meneger CONSULTANT T r By KFORCE, Inc, ATTES IN APPROVE i AS TO RM: Hans Van Lige , pity Attorney 2 Second Amendment to Personal Services Agreement THIS AMENDMENT to the Personal Services Agreement between the City of San Juan Capistrano ("City") and KFORCE Inc,, ("Consultant") is made and entered into, to be effective the 16"' day of March 2015, as follows,- RECITALS ollows:RECITALS WHEREAS, City has retained the services of Consultant to provide professional staffing services pursuant to that Agreement dated as of July 1, 2012; 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 of mutual covenants contained therein, City and Consultant agree to amend the Agreement between City and Consultant as follows: Section 3. Compensation Consultant will provide professional staffing services as needed to the City. Bill rates will vary from $18.00 to $55,00 per hour based on the knowledge, skills and abilities of the temporary employees provided to the City. Actual bill rates will be negotiated at the time of placement, Total compensation for services hereunder shall not exceed $45,000. All other provisions of the Agreement not amended hereunder shall remain in full force and effect. (SIGNATURE PAGE FOLLOWS) IN WITNESS WHEREOF, the parties hereto have executed this Agreement. CIT O SA JU , CAP.-; RANO I a wren P. Brust,mmCi'ty Manager CON, UL .ANT By: K FORCE, Inc, ATTES MI~ ar' "e arr s,:City Clea APPROVE :..AS TO FORM: Hans Vary _gten, 64, rney 2 Third Amendment to Personal Services Agreement THIS AMENDMENT to the Personal Services Agreement between the City of San Juan Capistrano ("City„) and KFORCE, Inc., ("Consultant") is made and entered into, to be effective the 21" day of April 2015, as follows: RECITALS WHEREAS, City has retained the services of Consultant to provide professional staffing services pursuant to that Agreement dated as of July 1, 2012; 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 of mutual covenants contained therein, City and Consultant agree to amend the Agreement between City and Consultant as follows: Section 3. Compensation. Consultant will provide professional staffing services as needed to the City. Bill rates will vary from $18.00 to $55.00 per hour based on the knowledge, skills and abilities of the temporary employees provided to the City. Actual bill rates will be negotiated at the time of placement. Total compensation for services hereunder shall not exceed $55,000. All other provisions of the Agreement not amended hereunder shall remain in full force and effect. (SIGNATURE PAGE FOLLOWS) ATTACHMENT 2 IN WITNESS WHEREOF, the parties hereto have executed this Agreement. CITY OF SAN JUAN CAPISTRANO By: Derek Reeve, Mayor CONSULTANT By: ATTEST: Maria Morris, City Clerk APPROVED AS TO FORM: Cjty Attorney