15-0813_ROBERT HALF INTERNATIONAL_Professional Services Agreement PROFESSIONAL. SERVICES AGREEMENT
THIS AGREEMENT is made, entered into, and shall become effective this 13th
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 1. 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 Clerk position, and
consultant's business procedures, herein presented as Exhibit "A," attached hereto 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, 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, 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 October 30, 2015,
subject to Section 13 (Termination).
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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 Assi nment.
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
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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. Chan es 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.
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.
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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 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 VI1 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 ($'1,0000000.00), combined single limit coverage for
risks associated with the work contemplated by this agreement. If a Commercial
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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, 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
One Million Dollars ($1 ,000,000). Prior to beginning any work under this Agreement,
Consultant shall submit an insurance certificate to the City's General Counsel for
certification that the insurance requirements of this Agreement have been satisfied.
14.6 Notice of Cancellation/Termination of Insurance.
The above policy/policies shall not terminate, nor shall they be cancelled,
nor the coverages reduced, until after thirty (30) days' written notice is given to City,
except that ten (10) days' notice shall be given if there is a cancellation due to failure to
pay a premium.
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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 compiled
with all insurance requirements of this Agreement.
Section 15. Termination.
This agreement will be terminated when: the City completes the recruitment for
the Accounting Clerk 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.
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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 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. Deference 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 Confidentiality.
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]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
CITY OF SAN JUAN CAPISTRANO
By:
Cindy Russell, F4/City Treasurer
Rabe Half International c. °
B ,
ATTEST: ,
S�a..
�r
e.....ria Morris,`CiyClerk
APPROVED AS TO FORM:
Jefftallinger, City kfi6r�ney
CITY OF SAN JUAN CAPISTRANO
AccoUNTING CLERK
Essential Functions:
1. Enters and batches water refund claim information into the accounts payable module of the
City's accounting system and processes refunds for payment.
2. Enters and posts cash receipts into the cash receipts module of the City's accounting
system.
3. Enters and posts adjustments to utility customer accounts.
4. Performs a variety of technical and clerical accounting functions in the area assigned;
processes accounts payable; handles Water payments and water account adjustments.
5. Performs a variety of general clerical duties including: typing, scans and files documents
and forms related to customer service, accounts payables and cash receipts.
6. Provides additional support for customer service, accounts payable, and administration
functions as needed.
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EXHIBIT A
Buyout Fee Chart
Hogs from employee start date Conversion flee (percentage of annual salary)
0 - 200 35%
201 - 350 30%
351 - 600 20%
601 - 800 10%
801 - above 5%
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EXHIBIT B