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15-0804_ROBERT HALF INTERNATIONAL_Professional Services Agreement JCA 32400 PASEO ADELANTO MEMBERS OF THE CITY COUNCIL SAN JUAN CAPISTRANO,CA 92675 (949)493-1171 LJ i l (949)493.1053 FAx IIIIIIIIIIII SAM ALLEVATO 61111111111461 KERRY K.FERGUSON +++++vsanjuuncapistruno.vig 1776 PAM PATTERSON,ESQ. JOHN M.PERRY DEREK REEVE TRANSMITTAL TO: Accountemps Attn: Regional Manager 28202 Cabot Road, Suite 416 Laguna Niguel, CA 92677 DATE: August 13, 2015 FROM: Christy Jakl, Deputy City Clerk (949) 443-6310 RE: Professional Services Agreement Professional Staffing Services An original Professional Services Agreement is enclosed for your records. The certificate currently on file for Errors and Omissions Coverage (Professional Liability) does not meet the minimums of the agreement. Throughout the term of this Agreement, Consultant shall maintain an amount of not less than two million dollars ($2,000,000.00) for Errors and Omissions Coverage. Please provide the required insurance documentation as soon as possible. Any compensation will be withheld until the required insurance documentation has been provided. If you have questions related to insurance requirements, please call me directly at (949) 443-6310. If you have questions concerning the agreement, please contact Michelle Bannigan, Assistant Finance Director at (949) 443-6307. An original agreement is enclosed for your records. Cc: Michelle Bannigan, Assistant Finance Director Robert Half International Inc San Juan Capistrano: Preset-ving the Past to Enhance the Future 10 Printed an 100%recycled paper PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is made, entered into, and shall become effective this 4r" day of August, 2015, by and between the City of San Juan Capistrano (hereinafter referred to as the "City") and Robert Half International, Inc., through its divisions Accountemps and Office Team (hereinafter referred to as the "Consultant"). RECITALS: WHEREAS, City desires to retain the services of Consultant regarding the City's proposal for professional temp 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 'I. Scope of Work. The scope of work to be performed by the Consultant shall consist of professional temp staffing services as it relates to the Accounting Specialist position, and consultant's business procedures, presented as Exhibit "A," attached hereto and incorporated herein by reference. The City agrees that it is responsible for supervising Consultant's temporary employees ("Assigned Individual"). The 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 the City's or City's customer's premises), or to use computers, or other electronic devices, 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, the 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, and all services required hereunder shall be completed, no later than June 30, 2016, subject to Section 13 (Termination). i Section 3. Compensation. 3.1 Amount. Total compensation for the services hereunder shall not exceed $10,000 at an hourly rate mutually agreed to by the Consultant and the City. The hourly bill rate shall be negotiated on a case-by-case basis. Consultant shall have no obligation to continue performance once the not to exceed dollar amount limitation of $10,000 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. City shall be responsible for all charges for services in the event City fails to notify Consultant of termination of the assignment or fails to increase of the not- to-exceed amount. The City may hire (convert) any employee of the Consultant at a buyout fee based on the hours completed as listed in the chart in Exhibit "B" 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 engagement of that Assigned Individual. Consultant shall submit bi- weekly invoices based on total services which have been completed for such bi-weekly period and Consultant's invoices are due within thirty (30) days of receipt. legally required overtime (federal law requires in excess of 40 hours a week, state law varies) will be billed at one and one-half (1 '/2) times the normal billing rate. The City will pay monthly progress payments based on approved weekly timesheets 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 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 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. This Agreement may not be assigned, voluntarily or by operation of law, without the prior written approval of the 7 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 andlor Construction Site. [Reserved]. Section 8. Time of Essence. Time is of the essence in the performance of this Agreement. Section 9. Compliance with Law. Consultant shall comply with all applicable laws, ordinances, codes and regulations of federal, state and local government. 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. Section 11. Copies of Work Product. At the completion of the work, Consultant's Assigned Individual shall have delivered to City at least one (1) copy of any final reports and/or notes or drawings containing Consultant's Assigned Individual's findings, conclusions, and recommendations with any supporting documentation. All reports submitted to the City shall be in reproducible format, or in the format otherwise approved by the City in writing. Section 12. Ownership of Documents. All reports, information, data and exhibits prepared or assembled by Consultant in connection with the performance of its services pursuant to this Agreement are confidential to the extent permitted by law, and Consultant agrees that they shall not be made available to any individual or organization without prior written 5 consent of the City. All such reports, information, data, and exhibits shall be the property of the City and shall be delivered to the City upon demand without additional costs or expense to the City. The City acknowledges such documents are instruments of Consultant's professional services. Section 13. 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 sole 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 insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Consultant. Section 14. 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 Guide Rating of A- Class VII or better. 14.1 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. 14.2 Comprehensive Automobile Liability. Throughout the term of this Agreement, Consultant shall maintain in full force and effect Comprehensive Automobile Liability coverage, including owned, 4. hired and non-owned vehicles in an amount not less than one million dollars per occurrence ($1,000,000.00). 14.3 Workers' Compensation. If Consultant intends to employ employees to perform services under this Agreement, Consultant shall obtain and maintain, during the term of this Agreement, Workers' Compensation Employer's Liability Insurance in the statutory amount as required by state law. 14.4 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 insured as respects each of the following: Liability arising out of activities performed by or on behalf of Consultant, including the insured's 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. 14.5 Errors and Omissions Coverage Throughout the term of this Agreement, Consultant shall maintain Errors and Omissions Coverage (professional liability coverage) in an amount of not less than two million dollars ($2,000,000). 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. 14.6 Notice of CancellationlTermi nation 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. 14.7 Terms of Compensation. Consultant shall not receive any compensation until all insurance provisions have been satisfied. 14.8 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. 5 Section 15. Termination. This agreement will be terminated when: the City completes the recruitment for the Accounting Specialist position. At such time, the City will provide the Consultant with ten (10) days' notice to terminate the agreement. In addition, this Agreement may be terminated by any party with or without cause immediately by providing written notice (i.e. email) to the other party. Section 16. 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: Michelle Bannigan, Assistant Finance Director To Consultant: Accountemps 28202 Cabot Road, Suite 416 Laguna Niguel, CA 92677 Attn: Regional Manager With a copy to: Robert Half International Inc. 2613 Camino Ramon San Ramon, CA 94583-9128 Attn: Client Contracts Department (415) 402-6970 (facsimile) Section 17. 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 18. Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Orange County. Section 19. 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 with the exception of the Exhibit "A" discussed in Section 1. This Agreement is only applicable to, and the only Consultant branch and division 6 obligated under this Agreement are, the Accountemps and OfficeTeam divisions of the branch located at 28202 Cabot Road, Suite 416, Laguna Niguel, California 92677. 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. Consultant is in the business of providing temporary staff augmentation and does not provide project-based services or deliverables. Section 20. Reference Checks. Consultant checks references only by asking specific questions to select past employers with regard to skills and work history before placing an individual on his or her first assignment. Section 21. Resume Confidentialit 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 p:_,f4jC I I Z's a hereft, have ox-ealted th. GITY OF SAN JUAN CAPITRA NO By: Cindy Russel CFO/City Treasurer Robert Half I mational E0E "147 By, ATTEST. APPROVED AS TO FORM-, I 7 Jeff lqall6ger, City Attorney CITY OF SAN JUAN CAPISTRANO ACCOUNTING SPECIALIST Class specifications are intended to present a descriptive fist of the range of duties performed by employees in the class. Specifications are not intended to reflect all duties performed within the joh. DEFINITION To perform clerical and technical accounting functions involving payroll and accounts payable transactions and those related to City's developer deposit program; to maintain all vendor files and process purchase orders, to analyze trust accounts as assigned, and to perform a variety of technical tasks relative to assigned areas of responsibility. DISTINGUISHING CHARACTERISTICS This is the full journey level class within the Accounting Specialist series. Employees at this level receive only occasional instruction or assistance as new or unusual situations arise, and are fully aware of the operating procedures and policies of the work unit. This class is distinguished from the Senior Accounting Specialist in that the latter performs the most difficult and complex duties assigned including serving as liaison for computer hardware and software operations. SUPERVISION RECEIVED AND EXERCISED Receives direction from the Senior Accountant. ESSENTIAL FUNCTION STATEMENTS Essential responsibilities and duties may include, but are not limited to, the following: Essential Functions: 1. Performs a variety of technical and clerical accounting functions in the area assigned; processes accounts payable; processes payroll; handles water payments and water account adjustments. 2. Enters and creates purchase order information and send copies of purchase orders to appropriate departments; maintain purchase orders; modifies and provides information to vendors and departments as requested regarding order status. I Codes invoices with appropriate account numbers or purchase order information; sends invoices to appropriate departments. 4. Receives, sorts and batches invoices; enters invoice information into the computer and processes invoices for payment; balances computer entries with tape totals. EXHIBIT A CITY OF SAN JUAN CAPISTRANO Accounting Specialist (Continued) 5. Generates warrants for accounts payable, matches warrants with invoices and sends to vendors, prepares related reports. 6. Monitors department accounts payable, maintains accurate and complete records and provides information to higher level staff as requested. 7. Receives and records utility bills on spread sheets; maintains daily records; audits and reconciles accounts. 8. Sets up and maintains vendor files, history, status and reports; prepares reports, forms and documents for annual vendor auditing process. 9. Maintains payroll information by collecting, calculating; and entering data. 10. Prepares reports by compiling summaries of earnings, taxes, deductions, leave, disability, and nontaxable wages. 11. Determines payroll liabilities by calculating employee federal and state income taxes and employee and employer's retirement system payments. 12. Resolves payroll discrepancies by collecting and analyzing information. 13. Provides payroll information by answering questions and requests. 14. Maintains payroll operations by following policies and procedures; reporting needed changes. 15. Maintains employee confidence and protects payroll operations by keeping information confidential. 16. Prepares quarterly federal and state payroll reports. 17. Maintains trust accounts and developer deposit records. 18. Performs a variety of general clerical and/or customer service duties including receiving telephone calls, typing, and maintaining departmental files and records. 19. Operates a variety of office equipment including computers, adding machines, copiers, fax machines and related equipment. 20. Performs related duties and responsibilities as required. QUALIFICATIONS Knowledge of: Principles and practices of technical and clerical accounting and bookkeeping. ® Principles and practices of fiscal record keeping and reporting. ® Basic mathematical principles. ® Methods and techniques of preparing purchase orders. ® Modern office methods, procedures and computer equipment. ® Pertinent Federal; State and local laws, codes and ordinances. EXHIBIT A CITY OF SAN JUAN CAPISTRANO Accounting Specialist (Continued) Skill in: • Performing technical and clerical accounting functions related to accounts payable. • Accurately preparing purchase orders. • Maintaining a variety of financial records and files. • Working independently in the absence of supervision. • Preparing clear and concise reports. • Office organization and accurate record keeping. • Operating office equipment including computers and supporting word processing and spreadsheet applications and DOS based systems. • Communicating clearly and concisely, both orally and in writing. • Establishing and maintaining effective working relationships with those contacted in the course of work. EXPERIENCE AND TRAINING GUIDELINES Any combination of experience and training that would likely provide the required knowledge and abilities is qualifying. A typical way to obtain the knowledge and abilities would be.- Experience: e.Experience: Two years of clerical accounting experience. Training: Equivalent to the completion of the twelfth grade supplemented by college level course work in accounting, business administration or a related field. WORKING CONDITIONS Environmental Conditions: Office environment; exposure to computer screens. Physical Conditions: Essential functions may require maintaining physical condition necessary for sitting for prolonged periods of time; extensive use of computer keyboard; requires visual acuity for reading numerical figures. EXHIBIT A 3 Buyout Foe Chart Hours from employee start date Conversion fee (percentage of annul salary) 0 - 200 35% 201 - 350 30% 351 - 600 20% 601 - 800 10% 801 - above 5% Buyout Fee Chart Hours from employee start date Conversion fee (percentage of annual salary) 0 - 200 35% 201 - 350 30% 351 - 600 20% 601 - 800 10% 801 - above 5% EXHIBIT B