15-0804_ACCOUNTEMPS_Professional Services Agreement'ilk •' �.: : a _ k )' � }. _ '11k
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").
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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 't. 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).
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
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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.
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
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,
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hired and non -owned vehicles in an amount not less than one million dollars per
occurrence ($1,000,000.00).
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.
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.
Consultant shall not receive any compensation until all insurance
provisions have been satisfied.
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.
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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.
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
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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
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IN WITNESS WHEREOF, the p:_,f4jC � I Z's
a herv.�,,, have ex-ealted th.
GITY OF SAN JUAN CAI TRA NO
By:
Cindy Russel CFO/City Treasurer
Robert Ha[f Mmational
By'_ .. .. .. .....
ATTEST.
APPROVED AS TO FORM-,
Jeff 13al[6g-er, 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
N
CITY OF SAN JUAN CAPISTRANO
Accounting Specialist (Continued)
A 11
• 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.
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.
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�. •
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%
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