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14-0602_ROBERT HALF INTERNATIONAL_Personal Services AgreementPERSONAL SERVICES AGREEMENT THIS AGREEMENT is made, entered into, and shall become effective this 2nd day of June, 2014 (the "Effective Date"), 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 OfficeTeam, (hereinafter referred to as the "Consultant"). 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. Scoae 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, 2015, 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. 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. 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 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 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. Conversion fees, if any, will be owed and invoiced upon the hiring of Consultant's Assigned Individual, and payment is due within thirty (30) days of receipt of invoice. 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. 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 City's employees. E 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 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 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 interest, direct or indirect, which would conflict in any manner or degree with the performance of the services contemplated by this Agreement. 3 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 attorneys' fees, for personal injury or death of any person, or damages of any nature, 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, 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 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. 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). 12.3 Workers' Compensation. 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 V 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. 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. Either party shall have the right to terminate this Agreement without cause by giving thirty (30) days' advance written notice of termination to the other party. 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. 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: Accountemps 28202 Cabot Rd., 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 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, 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 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 entire understanding and agreement between the parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. 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. A 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 the City thirty (30) days advance 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 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. Consultant will direct Assigned Individual to complete a Department of Justice criminal background check (live scan) that will be performed by City. Section 20. Conversion. In the event that City wishes to convert any of Consultant's Assigned Individual within eight (8) months after the last day of the assignment, City agrees to pay a conversion fee. The conversion fee calculation is one percent (1%) for each thousand dollars of the annual compensation of Consultant's Assigned Individual (e.g. 30% for a $30,000 compensation package) multiplied by the aggregate annual compensation, to a maximum of thirty percent (30%) for OfficeTeam and thirty-five percent (35%) Accountemps. City agrees to pay a conversion fee if Consultant's Assigned Individual to City is hired by an affiliate or business entity as a result of City's subsequent referral of Consultant's Assigned Individual to that company. 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) 7 IN WITNESS WHEREOF, the parties hereto have executed this Agreement. ROBERT HALF INTERNATIONAL INC.EOE By. ATTEST: 4) -_. Maria WriijCitytlerk APPROVED AS TO FORM: H an Li en, City rney Exhibit A Consultant will provide professional staffing services, as needed by the City. Services shall consist of technical and professional accounting, financial, and administrative services. Consultant's hourly bill rate for services will vary based services to be performed and on the Assigned Individual's knowledge, education, experience, skills and abilities. Bill rates shall be negotiated at the time of placement. At the City's discretion, the Consultant's Assigned Individual(s) may be required to work the City's 9/80 work week, which is 7:30 AM to 5:30 PM Monday through Thursday and 7:30 AM to 4:30 PM on Friday, with the alternative Friday off. The City shall not be billed for overtime time, even in the event the Consultant is legally required to pay the Assigned Individual(s) overtime for working the 9/80 schedule.