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HomeMy WebLinkAbout2002-08-06; City Council; 16842; Temporary Employment Agency ContractsAB# 16,842 MTG. 08/06/02 DEPT. HR I CITY OF CARLSBAD -AGENDA BILL TEMPORARY EMPLOYMENT AGENCY CONTRACTS DEPT. HD. CITY ATTY. & CITY MGR % RECOMMENDED ACTION: City Council adopt Resolution No. 2002-234 approving temporary employment agency contracts. ITEM EXPLANATION: Since 1990, the Human Resources Department centralized the function of procuring temporary employment services for the City by consolidating the use of approved agencies. This was done in order to monitor costs more effectively, and to ensure consistency of rates and services. The City contracted with five agencies in 1998. Due to the termination of these contracts, Human Resources reopened the bidding process and interviewed a number of employment agencies for consideration. As a result, four temporary employment agencies are being recommended to Council for contract services. 1. Manpower 2. Eastridge 3. Randstad 4. Apple One It is necessary to have four agencies under contract with the City for a number of reasons. The fluctuation in unemployment rates can affect the supply and demand of temporary employees and the City may need to call several agencies to fill a position. This number also allows flexibility in utilizing those agencies based on their specialization in various service areas at the most reasonable cost. Each contract will be in effect for one year, and may be extended for three (3) additional one (1) year periods by the City Manager based on a review of satisfactory performance and not to exceed the amount appropriated in the current budget for temporary services. Temporary services are utilized on an as needed basis for limited or interim assignments. Typically, the needs arise as a result of an urgent or critical vacancy or when specialized skills are necessary for a specific assignment. FISCAL IMPACT: Consistent with past usage, each contract will be for an amount not to exceed $225,000. Funds for temporary employment services are included in individual departmental operating budgets for Fiscal Year 2002-2003. I PAGE 2 OF AGENDA BILL NO. 16r*42 EXHIBITS: 1. Resolution No. 2002-234 2. Four (4) contracts listed above. 1 2 3 4 5 6 7 8 s la 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 21 28 RESOLUTION NO. 2002-234 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING AGREEMENTS FOR TEMPORARY EMPLOYMENT AGENCY SERVICES. WHEREAS, the City Council has determined that it is desirable and necessary to retain temporary employment agency services for use throughout the City. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as follows: I. That the above recitations are true and correct. 2. That the City Council approves an agreement authorizing the retention of Manpower as a temporary employment agency. 3 That the City Council approves an agreement authorizing the retention of Eastridge as a temporary employment agency. 4 That the City Council approves an agreement authorizing the retention of Randstad as a temporary employment agency. 5 That the City Council approves an agreement authorizing the retention of Apple One as a temporary employment agency. 6 That funds are available in the departmental operating budgets for fiscal year 2002-2003. /I /I If If If 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 IS 2c 21 22 22 2r 2: 2t 2; 2) AYES: Council Members Lewis, Kulchin, Finnila, Nygaard, and Hall NOES: None ABSENT: None CLAUDE A. LEWIS, Mayor ATTEST: LORRAINE M. WOOD, City Clerk / (Seal) -2- RATIFICATION OF AGREEMENT FOR TEMPORARY STAFFING SERVICES CPM Limited a.k.a. Manpower, a Nevada Corporation THIS AGREEMENT is made and entered into as of the - gf9' day of , 2002, but is effective as of the 17'h day of February, 2002, by and OF CARLSBAD, a municipal corporation, ("City"), and CPM Limited a.k.a. Manpower, a Nevada Corporation, ("Contractor"). RECITALS A. City requires the professional services of a temporary employment agency B. Contractor has the necessary experience in providing professional C. Selection of Contractor is expected to achieve the desired results in an D. Contractor has submitted a proposal to City and has affirmed its E. Contractor has commenced work on the services required by the City F. The parties desire to ratify the work performed by contractor without the that is experienced in temporary staffing. services and advice related to temporary staffing. expedited fashion. willingness and ability to perform such work. without the benefit of an agreement. benefit of an agreement. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A, which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. - TERM The term of this Agreement will be effective for a period of one (1) year from the date first above written.-The City Manager may amend the Agreement to extend it for three (3) additional one (1) year periods or parts thereof in an amount not to exceed two hundred twenty-five thousand dollars ($225,000) per Agreement year. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. ~ ~~ 5. COMPENSATION The fees to be paid to the Contractor will be based upon the rates assigned for each of the following classification categories: Mark-up Rate CLERICAL 31.5% SKILLED MAINTENANCE 40% TECHNICAL 31.5% 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 2 City Attorney Approved Version #04.01.02 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused in whole or in part by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. IO. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:V". 10.1 Coveracles and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless City Attorney or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. 10.1.1 Commercial General Liability Insurance. $1,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 3 City Attorney Approved Version #04.01.02 'I 10.1.3 Workers' Compensation and Emplover's Liabilitv. Workers' Compensation limits as required by the California Labor Code and Employer's Liability limits of $1,000,000 per accident for bodily injury. Workers' Compensation and Employer's Liability insurance will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on General 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability. Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providinq Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coveraqe. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time, 4 City Attorney Approved Version #04.01.02 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City: For Contractor: Name Julie Clark Name A,4d1d5 %I~&D$& Title HR Director Title -%f‘?~&k &A& Department Human Resources Department r~kLS@fkb City of Carlsbad Address x@ & &kLIAJ” &+L 3s Address 1635 Faraday Avenue cttrLI5-w cft ?zoo8 Carlsbad, CA 92008 Phone No. @AD) ~~~-~~~~ Phone No. 760-602-2440 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST City will evaluate Contractor’s duties pursuant to this Agreement to determine whether disclosure under the Political Reform Act and City‘s Conflict of Interest Code is required of Contractor or any of Contractor’s employees, agents, or subcontractors. Should it be determined that disclosure is required, Contractor or Contractor’s affected employees, 5 City Attorney Approved Version #04.01.02 Y agents, or subcontractors will complete and file with the City Clerk those schedules specified by City and contained in the Statement of Economic Interests Form 700. Contractor, for Contractor and on behalf of Contractor's agents, employees, subcontractors and consultants warrants that by execution of this Agreement, that they have no interest, present or contemplated, in the projects affected by this Agreement. Contractor further warrants that neither Contractor, nor Contractor's agents, employees, subcontractors and consultants have any ancillary real property, business interests or income that will be affected by this Agreement or, alternatively, that Contractor will file with the City an affidavit disclosing this interest. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants that the services required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (IO) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 6 City Attorney Approved Version #04.01.02 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor 7 City Attorney Approved Version #04.01.02 acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement or any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. a City Attorney Approved Version #04.01.02 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent aid warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR 1, *BY: i 1 .: . ) c I ; Lib '(sign he@) hn Itw y 5 EVF~S-N t p 0 (print nameltitle) / If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation, Agreement must be signed by one corporate officer from each of the following two groups. *Group A. Chairman, President, or Vice-president **Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, City Attorney Deputy City Attorney 9 City Attorney Approved Version #04.01.02 EXHIBIT “A” SCOPE OF SERVICES CLERICAL SKILLED MAINTENANCE TECHNICAL 10 Mark-up Rate 31.5% 40% 31.5% City Attorney Approved Version #04.01.02 \I: County of 50 D;ew On mq 22, 24dZ before me, I Date ' N~~~ and me 01 oncer 1e.g , "J& me, NO~~V Publa'') personally appeared 04% onq Jt EV~,IISO/I n personally known to me - OR -waved to me on the basis of satisfactory evidence to be the person(s) whose name(?.) isiare subscribed to the within instrument and acknowledged to me that heisheithey executed the same in hisiheritheir authorized capacity(ies), and that by hisiheritheir signature(s) on the instrument the person(s). or the entity upon behalf of which the person(s) acted, executed the instrument. Namc(5) 01 Lgner(s1 OPTIONAL Thougll the informahon below is not required by law, if may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer@) Signer's Name: + il Corporate Officer I Individual Title(s): - I~I Attorney-in-Fact 3 Trustee Signer's Name: A Individual Title(s): L: Corporate Officer L1 Partner - 'i Limited General ~ I Attornev-in-Fact J n Trustee n Guardian or C servator lLi Other: '/ Signer s Representing: r CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT Name and Tlile 01 Onlcer (e g , "Jane Doe, Nhtary P~blld'] d personally appeared Nameis) 01 S8gnerlri whose nameM is/Wsubscribed to the within instrument and acknowledged to me that he/&"ey executed the Notary Public - Cplirnia 5 executed the instrument. or the entity upon behalf of which the person@ acted, Slgnalure 01 Notary Public Though the information below is not required by law, it may prove valuable to persons relying on rhe document and could prevent lraudulenr removal and reattachment 01 this form to another document. Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) IL Individual .2 Corporate Officer 87 Attorney-in-Fact Prod No 5907 ~~~~n~~ C~IIT~II~F~~~ ~~800~~16.~8z7 i Signer's Name: L Individual D Corporate Officer Title(s): i, Attorney-in-Fact L7 Trustee Signe s Representing: il I I I I Aon Risk Services, Inc. of Wlsconsin Sute 450 330 E. Kilbourn Avenue Mlluaukee WI 53202-3179 USA ~uum.14141 211-6420 1414) 271-4103 INSURERS AFFORDING COVERAGE MSURED CPM Ltd., Inc. dba Manpower of San Diego 101 W Broadway, Sute 1400 San Dieqo CA 92101 USA INSURER A Federal Insurance Company INSURER 8 Firemans Fund Ins Co MSURERD Great American Assurance Company MAYBEISSUEDOR MAYPERTAIN,~INSURANCEAFFORDEDBYTHE~I JTRACT OR OTI ! .WY .<"TO EXCESS LIABILLTY EXC5905003 OCCUR 0 CLAIMSMADE Excess Liabilltv 10/1/2001 10/1/2001 3/1/2002 1/1/2002 I I OTHER I I I DESCRLPTlON Of OPERATIONSROCAI IONSNElflCLES~XCLVSIONS ADDED BY ENDORSEMENT /SPECIAL PROWS1 10/1/2002 EACHOCCLRRENCE I $5,000,000 FIRE DAMAOElAnv one fir4 Mu) EXP 1Aw one ocrsonl GENERAL AGGREGATE $5,000,000 OTHERTW EAACC I I Am0 OMY ACG 3 I1 / 2003 EACH OCCURRENCE I $25,000,000 AGGREGATE $25,000,000 1/1/2003 MH- X C STAN- EL. EACH ACCIDENT EL DISEASE-POLICY LMT $1,000,000 EL DISEASE-EA EMPLOYEE $1,000,000 RYIIMIIS iR $1,000,000 Attachment to Acorn Certificate for CPM Ltd., Inc. dba Manpower of San Dieqo The tams conditions and provisions noted below are hereby attached to the captioned Certificate as additional description of the coverage afforded by the insurer(s). This attachment does not contain all terms, conditions, coverages or exclusions contained in the policy. INSURED INSURER 1 CFM Ltd., 1°C. dba Manpower of Sa" Diego Sa" Diego CA 92101 USA 101 w Broadway, Suite 1400 INSURER If a policy below does not include limit information, refer u) the corresponding policy on the ACORD poL1cIEs cerfificate form for policy bib. INSR TWE OF LNSURANCE rnmY lOLlCYNUmBrR EPWFCTNE POLICY LTImATX)N LTI PoLICYDESCRm?IOPI o*n DATE Lrn ~ Certificate No : 570002996573 \ ! KEEP FOR YOUR RECORDS BUSINESS Th RECEIPT BUS. NO. 11 95637 DATE ISSUED 04/05/2802 08.010(40) 994.20 BALANCE o.oa TAXES PAID IN ACCORDAWE WlTH ClTYBUSINESSTIU(ORO(N&NCE CITY OF CARLSBAD AGREEMENT FOR TEMPORARY STAFFING SERVICES The Eastridge Group of Staffing Companies, a California Corporation THIS AGREEMENT is made and entered into as of the of , 2002, but is effective as of the 17'h day of February, 2002, by and bet een the CITY OF CARLSBAD, a municipal corporation, ("City"), and The Eastridge Group of Staffing Companies, a California Corporation, ("Contractor"). % RECITALS A. City requires the professional services of a temporary employment agency 6. Contractor has the necessary experience in providing professional C. Selection of Contractor is expected to achieve the desired results in an D. Contractor has submitted a proposal to City and has affirmed its E. Contractor has commenced work on the services required by the City F. The parties desire to ratify the work performed by contractor without the that is experienced in temporary staffing. services and advice related to temporary staffing. expedited fashion. willingness and ability to perform such work. without the benefit of an agreement. benefit of an agreement. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: I. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A, which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. - TERM The term of this Agreement will be effective for a period of one (1) year from the date first above written. The City Manager may amend the Agreement to extend it for three (3) additional one (1) year periods or parts thereof in an amount not to exceed two hundred twenty-five thousand dollars ($225,000) per Agreement year. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The fees to be paid to the Contractor will be based upon the rates assigned for each of the following classification categories: Mark-up Rate CLERICAL 36% SKILLED MAINTENANCE 38% TECHNICAL 60% 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 2 City Attorney Approved Version #04.01.02 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused in whole or in part by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. IO. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:V". 10.1 Coveraqes and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless City Attorney or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. 10.1.1 Commercial General Liability Insurance. $1,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 3 City Attorney Approved Version #04.01.02 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code and Employer's Liability limits of $1,000,000 per accident for bodily injury. Workers' Compensation and Employer's Liability insurance will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on General 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability. Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providina Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coveraae. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 4 City Attorney Approved Version #04.01.02 f 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 14. COPYRIGHTS Contractor aarees that all Copyrights that arise from the services will be vested in City and Contractk relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. .. - For City: For Contractor: Name Julie Clark Name /fardl P9rnfaguE Title HR Director Title 4&Z @#@Q$- Department Human Resources Department 4 &U,d f- /& City of Carlsbad Address 2.355 Nh%5d~ ar Address 1635 Faraday Avenue Sam a/rp (‘4 v c Carlsbad, CA 92008 Phone No. 5‘60 “f38 /8o4 Phone No. 760-602-2440 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST City will evaluate Contractor’s duties pursuant to this Agreement to determine whether disclosure under the Political Reform Act and City’s Conflict of Interest Code is required of Contractor or any of Contractor‘s employees, agents, or subcontractors. Should it be determined that disclosure is required, Contractor or Contractor’s affected employees, 5 City Attorney Approved Version #04.01.02 agents, or subcontractors will complete and file with the City Clerk those schedules specified by City and contained in the Statement of Economic Interests Form 700. Contractor, for Contractor and on behalf of Contractor's agents, employees, subcontractors and consultants warrants that by execution of this Agreement, that they have no interest, present or contemplated, in the projects affected by this Agreement. Contractor further warrants that neither Contractor, nor Contractor's agents, employees, subcontractors and consultants have any ancillary real property, business interests or income that will be affected by this Agreement or, alternatively, that Contractor will file with the City an affidavit disclosing this interest. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants that the services required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy Qf such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (IO) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 6 City Attorney Approved Version #04.01.02 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor City Attorney Approved Version #04.01.02 7 acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement or any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. a City Attorney Approved Version #04.01.02 .! 'E l/i 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation, Agreement must be signed by one corporate officer from each of the following two groups. *Group A. Chairman, President, or Vice-president **Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, City Attorney By: GLqAtL && Deputy City Attorney 9 City Attorney Approved Version #04.01.02 WRITTEN CONSENT ACTION OF THE BOARD OF DIRECTORS OF THE EASTRIDGE GROUP, INC. April 1,2002 The undersigned, constituting the President of the Board of Directors of The Eastridge Group, Inc., a California corporation (the "corporation"), acting pursuant to Section 307 of the California General Corporation Law, and Section 11 of Article I1 of the bylaws of the corporation, hereby adopts the following resolutions and consent to the actions authorized thereby: 1. Authority to Bind the Corporation RESOLVED: That Kathy A. Breedlove, General Counsel for The Eastridge Group, Inc. is hereby qualified as an Executive Officer of the corporation, and is authorized to sign on behalf of the Corporate Secretary and to bind the corporation to matters of contract. IN WITNESS WHEREOF, the undersigned has executed this Written Consent of Action of the Board of Directors of the corporation, effective as of April 1, 2002. EXHIBIT "A" SCOPE OF SERVICES CLERICAL SKILLED MAINTENANCE TECHNICAL 10 Mark-up Rate 36% 38% 60% City Attorney Approved Version #04.01.02 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California personally appeared &personally known to me E proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) idare subscribed to the within instrument and acknowledged to me that he/she/they executed the same in hislherltheir authorized capacity(ies). and that by his/her/their signature(s) on the instrument the person(s), or acted, executed the Though the jnformalion below is not requjred by law, it may prove valuable lo persons relying on the documenl and could prevent fraudulent removal and realtachment of this form to another document. Description of Attached Title or Type of Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer ( 1 Individual Signer's Name: U Corporate Officer - Title(s): rl Partner - D Limited 0 General U Attorney in Fact Ll Trustee I~~I Guardian or Conservator L1 Other: Signer Is Representing: -! AdHBRlBe CERTIFICATE OF INSURANCE ISSUE DATE (MMIDDNV 'RODUCER THIS cE~T~&% ?2& AS A KTTER" i;%dG&A' %Ly AN0 CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE Barney & Barney, LLC-CA LlCoc03950 DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE Barney & Barney, Inc-CA LicOC24310 PoLICESBELoW. P.O. Box 85638 COMPANIES AFFORDING COVERAGE San Diego, CA 92186-5638 (858) 457-3414 Mst#: 4878 ~~ ~ ~ ~~ COMPANY A WORLDWIDE FACILITIES - NATIONAL ~~ UNION FIRE INSURANCE CO. ~ ~ ~~ LETTER THE EASTRIDGE GROUP, INC., ETLEmER .. ~. .. .. COMPANY B NO COVERAGE ON THIS DOCUMENT AL ~ ~~ ~~~ ~ ~~ ~ ~ ~~ COMPANY c NO COVERAGE ON THIS DOCUMENT LETTER ~ ~~~ ~ ~ ~ COMPANY D NO COVERAGE ON THIS DOCUMENT 2355 NORTHSIDE LJRIVE, STE. 160 LETTER SAN DIEGO CA 92108 COMPANY E NO COVERAGE ON THIS DOCUMENT >OVERAGES ~~~ ~~ ~ ~ ~~ ~ ~~ ~ LElTER THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF sucn POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ... :0 TR ~~ ~~ ~ ~ ~~ ~~~. .~ .~ .~ ~ .. NPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION DATE (MMiDDNV DATE (MMIDDIYY! LIMITS GENERAL LIABILIN 'GENERAL AGGREGATE ......... X COMMERCIAL GENERAL LIABILIN . ~. '~*.?..,PO.O,.~OO( ......... ................ ,PROOUCTS~COMPIOP AGG $ INCLUDEQ A CAMSMADE X OCCUR SSL9512653 10/13/01' 10/13/02 PER~So~NAL~a~ADV'NJ~uRY .. .$~*~1, OOO,.OO( .... OWNER'S a CONTRACTOR'S PROT. ~ .. .... ...... XSTAFFING ~C~OGC~RRENCE FIRE DAMAGE (Any one ilre) "*~L oee..oo< ~. ........ .~ ~~~. $***1POr9.0( nUTOMOBlLE LIABILIN SERVICES LIAB.* MID. EXPENSE (Any one person!'$ * * * * * 5 0 0 ( COMBINED SINGLE $ ANY AUTO 4LL OWNED AUTOS BODILY INJURY SCHEDULEDAUTOS LIMIT .............. ...; *~l,.oOo.,oQ< *********( *********( [Per person) $ A x HIRED AUTOS SSL9512653 ~. ~ ~ 10/13/01 10/13/02 BOOILYINJURY x ~ NON-OWNED AUTOS [Psr accident) '6 ..... ........... GARAGE LIABILITY PROPERTI OAMAGE $ *********( '*5., ees, ooc $*********( EXCESS LIABILITY EACH OCCURRENCE ........ & ,x , UMBRELMFORM BE1390005 10/13/01 10/13/02 AGGREGATE OTHER THAN UMBnEu FORM WORKER'S COMPENSATION EMPLOYERS' LIABILITY AND STATUTORY LIMITS ........ EACH ACCIDFNT DISEASE - POLICY LIMIT $ * * * * * * * * ( .......... $*********[ ~. ~ ~~ ~ ~ ~.~ . ESCRlPTlONOFOPERATIONSiLOCATIONSIVEHlCLES/SPECIALlTEMS RE: TEMPORARY HELP SERVICE AND EMPLOYMENT 4GENCY FIRM. *PROFESSIONAL LIABILITY INCLUDED IN GENERAL AGGREGATE LIMIT. ERTlFlCATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE THE CITY OF CARLSBAD, ITS 3FFICIALSr EMPIJOYEES & VOLUNTEERS LEFT, BUT FAILURE TO MAIL sucn NOTICE SHALL IMPOSE NO OBLIGATION OR 4TTN: FERNANDA HASSE, HR DEPT. LIABILITY OF ANY KIND UPON THE COMPANY. ITS AGENTS OR REPRESENTATIVES. EXPIRATION DATE THEREOF. THE ISSUING COMPANY WILL ENDEAVOR TO MAIL DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE 16 3 5 FARDAY AVENI~JE ZARLSBAD AUTHORIZED REPRESENTATIVE CA 52008 CORD 25-5 17/90) cc &* THE CERTIFICATE HOLDER IS NAMED AS ADDITIONAL INSURED PER THE RTTACHED ENDORSEMENT. aA ORD CORPORATION 1990 This enaorsemenf, effecrlve 12:Ol A.M. policy NO, SSL 9512653 BY NallOnal unlon Flre Insurance Company THIS ENDORSEMENT CHANGES THE PC 10/13/01 rorms a part of Issuea IO: The Easvldge Group, Inc. ILICY. PLEASE READ IT CAREFl JLLY. A check in the box indicates that this Endorsement shall apply to that Coverage. 0 COVERAGE A - WRONGFUL ACTS, ERRORS AND OMISSIONS El COVERAGE B - BODILY INJURY AND PROPERTY DAMAGE LIABILITY [XI COVERAGE C - PERSONAL INJURY AND ADVERTISING INJURY LIABILITY BLANKET ADDITIONAL INSURED ENDORSEMENT Section VIII. Who Is An Insured is amended by adding the following: Any person or organizatlon as required by your contract or agreement shall be an Insured but only with respect to that you. person or organization's liability ansing out of your operations as a rtafflng sewlce or premises owned by or rented by 4 other tams, conditions, and exclusions shall remain unchanged. - ." . Client# 3071 EASTRIGRO ACORD.. CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDNY) PRODUCER John Burnham Insurance Svcs. 750 B Street, Ste. 2400 San Diego, CA 92101 619 231-1010 ~~~~ ~~~ ~ ~ ~ INSURED ~~~~p~ ~~ ~~ ~ The Eastridge Group Eastridge Personnel of LV 2355 Northside Or, Ste 160 San Diego, CA 92108 ~ ~~ ~~ COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDIN ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED C MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUC POLICIES AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. . ~. i ALL OWNEOAUTOS SCHEDULEDAUTOS HIREDAUTOS L-~ NON~OWNED AUTOS i ii ! I -1 I (Per perran) BODILY INJURY pi BODILY INJURY (Per accident) I ~. ~~~~ ~~~ i8 ! ! (Peraccident) 0 PROPERW DAMAGE I GARAGE LIABILITY I AUTOONLY -EAACCIDENT S~ ~ ~ p~~ ~ ~ !ANY AUTO I ~~ ! i OTHERTHAN EAAcc $ ~ p~~ ~ ~ ~~ AUTO ONLY. AGG $ EXCESS LIABILITY I - ~~, OCCUR ~~ i CLAIMS MADE , EACHO~CUR-RENCF~~ i $ ~ ~~ ~ I I AGGREGATE ~~ ~. $ ~~ DEDUCTIBLE ~ -~ ~~~~ ~ ~ $ ~~~ ~~ 1 ! RETCSTiOX $ EMPLOYERS LIABILITY I ! t~ ~~~ ~ 1s ~~~ 4 WORKERSCOMPENSATION AND 5BA13009102 '$ 07/01/02 07/01/03 WC STATU- OTH- I i x iTORYLlMlTS LEA , L. DISEASE -EA EMP ClN OF CARLSBAD DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TDMAlL3QpD ATTN: FERNANDA HASSE NOTCETOTHE CERTIFICATE HOLDERNAMEDTOTHELEFT BUTFNLURE TODOSOSHALL 1635 FARADAY AVENUE CARLSBAD, CA 92008 REPRESENTATIVES. ~~~ ~~ IMPOSENOOBLIGATIONORLIABILITYOFANYKlNDUPONTHEINSURER,ITSAGENTSOR 30RD 25-5 (7/97) 1 of 2 #S3154/M121 CAL @ ACORD CORPORATION 1988 .a, L ': If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsernent(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsernent(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. BUS. NUMBER BUSINESS REGISTRATION CERTIFICATE i 11 96044 DATE ISSUED 07/11/2002 SIC CODE 7361 OWNER FlRM OR CORPORATION NAME BUSINESS NAME MAILINGADDRESS CITY AND STATE SIC DESCRIPTION Employment Agencies EASTRIDGE TEMPS EASTRIDGE TEMPS DEBORAH REID 2355 NORTHSIDE DR STE 120 SAN DIEGO, CA 92108-2706 BUSINESS LOCATION 5650 EL CAMINO REAL STE 101 I I SIC CODE 7361 OWNER FIRM OR CORPORATION NAME BUSlNEW NAME MAILING ADDRESS CITY AND STATE SIC DESCRIPTION Employment Agencies EASTRIDGE PERSONNEL SERVICES EASTRIDGE PERSONNEL SERVICES DEBORAH REID 2355 NORTHSIDE DR STE 120 SAN DIEGO, CA 92108-2706 AGREEMENT FOR TEMPORARY STAFFING SERVICES Randstad US, LP, a Limited Partnership is made and entered into as of the A day of 6 , 2002, but is effective as of the day of May, 2002, by and a municipal corporation, ("City"), and Randstad US, LP, a Limited Partnership, ("Contractor"). RECITALS A. City requires the professional services of a temporary employment agency that is experienced in temporary staffing. B. Contractor has the necessary experience in providing professional services and advice related to temporary staffing. C. Selection of Contractor is expected to achieve the desired results in an expedited fashion. submitted a proposal to City and has affirmed its willingness and ability to perform such D. Contractor has work. E. Contractor has commenced work on the services required by the City F. The parties desire to ratify the work performed by contractor without the without the benefit of an agreement. benefit of an agreement. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A, which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one (1) year from the date first above written. The City Manager may amend the Agreement to extend it for three (3) additional one (1) year periods or parts thereof in an amount not to exceed two hundred twenty-five thousand dollars ($225,000) per Agreement year. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The fees to be paid to the Contractor will be based upon the rates assigned for each of the following classification categories: Mark-up Rate CLERICAL 33% SKILLED MAINTENANCE 35% TECHNICAL 37% 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 2 City Attorney Approved Version #04.01.02 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused in whole or in part by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:V". 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless City Attorney or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. 10.1.1 Commercial General Liabilitv Insurance. $1,000,000 combined single- limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. The City of Carlsbad agrees not to have temporary staff drive in the course of their work for the City. 3 Clty Attorney Approved Version #04.01.02 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code and Employer's Liability limits of $1,000,000 per accident for bodily injury. Workers' Compensation and Employer's Liability insurance will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liabilitv. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on General Liability. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 4 City Attorney Approved Version #04.01.02 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For Citv: Name Title Department Address Phone No. For Contractor: Julie Clark Name cL,& L 5& HR Director Title 3 DN' Human Resources Department City of Carlsbad Address 58[ \/~n [[ 1635 Faraday Avenue cdsbcd PA 9a-008, .-* Carlsbad, CA 92008 Phone No. 76 0 6 0 3 - 32 LQ 760-602-2440 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST City will evaluate Contractor's duties pursuant to this Agreement to determine whether disclosure under the Political Reform Act and City's Conflict of Interest Code is required of Contractor or any of Contractor's employees, agents, or subcontractors. Should it be determined that disclosure is required, Contractor or Contractor's affected employees, agents, or subcontractors will complete and file with the City Clerk those schedules specified by City and contained in the Statement of Economic Interests Form 700. City Attorney Approved Version #04.01.02 5 Contractor, for Contractor and on behalf of Contractor's agents, employees, subcontractors and consultants warrants that by execution of this Agreement, that they have no interest, present or contemplated, in the projects affected by this Agreement. Contractor further warrants that neither Contractor, nor Contractor's agents, employees, subcontractors and consultants have any ancillary real property, business interests or income that will be affected by this Agreement or, alternatively, that Contractor will file with the City an affidavit disclosing this interest. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants that the services required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties, The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 6 City Attorney Approvcd Vcrsion #04,01.02 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to ahandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 etseq.. the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the tiling of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTIONS AND VENUE City Attorney Approved Version #04.01.02 Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement or any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. City Attorney Approved Vcrsion #04.01.02 8 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR RANDSTAD US, L.P. "Gy: Randstad General Partner (US) LL %-x wh:bL ($4n here) Steven J. Whitehead, Secretary (print nameltitle) ATTEST: &h2z& y, Vice President City Clerk dRRPI(NE M. WOOD ' (print nameltitle) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation, Agreement must be signed by one corporate officer from each of the following two groups. *Group A. Chairman, President, or Vice-president **Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, City Attorney By: &%&/, M&" Deputy City Attorney 9 City Attorney Approved Version #04.01.02 STATE OF GEORGIA COUNTY OF COBB, SS: Sworn to before me and subscribed in my presence this __ day of July, 2002, the above-signed, Steven J. Whitehead and John P. Kelly. I I. ACCRQ. :. CERTIFICATE ' :OF' LtABlLiTY ,:.'INSURANCE ' . . DiTE (MMldDlVV) .. ... PRODUCER .. .. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ATLANTA ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR YCGRIFF SEIBELS 6 WILLIAMS IWC ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 5605 GLENRIDGE OR. SUITE 300 COMPANIES AFFORDING COVERAGE 7112lO2 ATLANTA GA 30342 (4041 491-7500 COMPANY ~~~~ ~~ ~____ "" ~~~~ ." ~ ~ ~~ .~ ~ A ROYAL SURPLUS LINES INS. CO. E. EXECUTIVE RISK INSURED COMPANY Randstad North America, L.P. COMPANY 2015 South Park Plssa B AYERICAN MOTORIST INSURANCE c PACIFIC EYPLOVERS INS. Atlanta, GA 30339 COMPANY I c5vtirAaEs ,: " ' -.:. D ILLINOIS UNION INS. CO. . . . , , , . , . , . . . . , . . . . . . . . . . . . . . .. .. .... . . .. . . . .... .. .. . . .. . .. . .. . . . . . . . . . .. . . . .. . . . . . . . . . .. ... .~. .. . .. . . .. . .. . .. THISISTOCERTIFYTHATTHEPO INDICATED.NOTW1THSTANDlNC CERTIFICATEMAY BEISSUED01 EXCLUSIONS AND CONDITIONS 50 I ~ TVFE OF INSUiiANCE .TR A ~ GENERALLIAQILITV CLAIMS MADE '74 OCCUR OWNER'S 8 CONTRACTORS PRO1 ANY AUTO SCHEDULE0 AUTOS NON-OWNED AUTOS ANY AUTO h EXCESS LIABILITV UMBRELLA FORM I1 C WORKERS COMPENSATION AND 0. OTHER THAN UMBRELLA FORM 1 EMPLOVERS'LIABILITV PARTNERS/EXECUIlVE a INLL OFFICERS ARE: EXCl 1 OTHER 0 ERRORS k OMISSIONS DESCRIPTION OFOPERATIONSILOCATION! BS Attached. ~IESOFINSURANCELISTEDBELOVY NYREOUIREMENT.TERMORCONDI1 IAY PERTAIN, THE INSURANCE AFFI ,F SUCH POLICIES. LIMITS SHOWN POLICY NLIMaER K20311096' F3002072100 01051 F3002072200 ITXI "" WLRC42981487 (A051 XWC014192 lOHl SCFS42987505 IWII 81775167 EHICLESISPECIAL ITEMS XEBEENISSUI UOFANYCON. )ED BY THE PC Y HAVE BEEN OLlCV EFFECTIVE >ATE (MMIDDIVV) 10101101 10101101 10101101 GI30102 6130102 6130102 10101101 TOTHElNSUREDNAMEDABOVEFORTHEPOLlCYPERlOD rCTOROTHERDOCUMENTWlTHRESPECTTOWHlCHTHlS 2IESDESCRlBED HEREINIS SUBJECT TO ALLTHETERMS. DUCED BY PAID CLAIMS. O~~~EXPIRAT~N DATE (MMIDDIVV) LIMITS ~ 10101102 S MED EXP (Any one perron) P 50,000 FIRE DAMAGE (Any me hre) s 1.000.000 EACH OCCURRENCE 0 1.000.000 PERSONAL 8 ADV INJURY I 2,000,000 PRODUCTS-COMP/OP AGG I 2,000,000 GENERAL AGGREGATE 10101102 COMBINED SINGLE LIMIT S ~ 10101102 ~ .~ . 1,000,000 BODILY INJURY (Per perron) BODILY INJURY (Per accident) I s PROPERTY DAMAGE OTHER THAN AUTO ONLY: . . EACH ACCIDENT , S AGGREGATE j s EACH OCCURRENCE AGGREGATE 10101102 1.000.000 1,000,000 ~~ 10101102 ' $1,000,000 OCCURENCE & AGGREGATE i CERTIFICATE HOLDER CAMCELLATION '' .. SHOULD ANI OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF. THE ISSUING COMPANY WILL ENDEAVOR TO MA'i BUT FAILURE TO MAIL SUCH NOTICE SHAU IMPOSE NO OBLlOATlON OR LIAOILITV 30 DAW WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT. City of Carlrbad Attn: Fernsnda Herre Faraday Carlsbad, CA 92008 OF ANI KIND UPON THE COMPINV. ITS AGENTS OR REPRESENTATIVES. ~~~ ~ I 4CORD 29.5 (1199) QACORD CORPORATION is&@ ?Cc.TIEI?.IC. nce,nnr, "lD,, Randrtsd North America. L.P. CERTIFICATE: 056/0011 04831 The City of Csrlrbsd. its officials. mployasr and VOiuntaerS are added as Additional inrvrsd la. required by written contract1 for the General and Iutomobiie Liability policy referenced herein. but only as respects liability arising out of the contracted epsrstionr of the named insured. Whers Additional Insured status is given. the coverage provided raid Additional insured is primary and non-contributory over my other in force and collectible coverage. PAGE 2 JUL-10-2002 1 I :36AM FROM-RANDSTAD CARLSBAD .- 760 603 7068 T-813 P.003/003 F-600 AGREEMENT FOR TEMPORARY STAFFING SERVICES AppleOne Employment Services, a Sole Proprietorship HIS AGREEMENT is made and entered into as of the /&% day of , 2002, by and between the CITY OF CARLSBAD, a municipal corporatioh, ("City"), and AppleOne Employment Services, a Sole Proprietorship, ("Contractor"). RECITALS A. City requires the professional services of a temporary employment agency B. Contractor has the necessary experience in providing professional C. Selection of Contractor is expected to achieve the desired results in an D. Contractor has submitted a proposal to City and has affirmed its that is experienced in temporary staffing. services and advice related to temporary staffing. expedited fashion. willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A, which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one (1) year from the date first above written. The City Manager may amend the Agreement to extend it for three (3) additional one (1) year periods or parts thereof in an amount not to exceed two hundred twenty-five thousand dollars ($225,000) per Agreement year. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 1 City Attorney Approved Version #04.01.02 5. COMPENSATION The fees to be paid to the Contractor will be based upon the rates assigned for each of the following classification categories: Mark-up Rate CLERICAL 40% SKILLED MAINTENANCE 40% TECHNICAL 40% 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS 2 City Attorney Approved Version #04.01.02 The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused in whole or in part by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. IO. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:V". 10.1 Coveraqes and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless City Attorney or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. 10.1.1 Commercial General Liability Insurance. $1,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Automobile Liabilitv (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 3 City Attorney Approved Version #04.01.02 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code and Employer's Liability limits of $1,000,000 per accident for bodily injury. Workers' Compensation and Employer's Liability insurance will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on General Liability. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providinq Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coveraqe. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time 4 City Attorney Approved Version #04.01.02 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. .. - 15. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of City and on behalf of Contracibr under this Agreement. For City: For Contractor: Name Julie Clark Name I\litcW~ A. &YZL Title HR Director Title c. c. a. Department Human Resources Department fh~o,W City of Carlsbad Address 3 Ll W. &lkl?dky Address 1635 Faraday Avenue GtLdiU , c.9 qlz2Y Carlsbad, CA 92008 PhoneNo. 2.tO-gdia Phone No. 760-602-2440 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST City will evaluate Contractor's duties pursuant to this Agreement to determine whether disclosure under the Political Reform Act and City's Conflict of Interest Code is required of Contractor or any of Contractor's employees, agents, or subcontractors. Should it be determined that disclosure is required, Contractor or Contractor's affected employees, 5 City Attorney Approved Version #04.01.02 agents, or subcontractors will complete and file with the City Clerk those schedules specified by City and contained in the Statement of Economic Interests Form 700. Contractor, for Contractor and on behalf of Contractor‘s agents, employees, subcontractors and consultants warrants that by execution of this Agreement, that they have no interest, present or contemplated, in the projects affected by this Agreement. Contractor further warrants that neither Contractor, nor Contractor’s agents, employees, subcontractors and consultants have any ancillary real property, business interests or income that will be affected by this Agreement or, alternatively, that Contractor will file with the City an affidavit disclosing this interest. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor’s services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants that the services required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (IO) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. City Attorney Approved Version #04.01.02 6 20. TERMINATION In the event of the Contractor‘s failure to prosecute, deliver, or perform the Services. City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et sea, the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney’s fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor City Attorney Approved Version (t04.01.02 7 on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement or any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. City Attorney Approved Version #04.01.02 8 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR **By: (sign here) (print namdtitle) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation, Agreement must be signed by one corporate officer from each of the following two groups. *Group A. Chairman, President, or Vice-president **Group E. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, City Attorney By: PA? "I& Deputy City Attorney City Attorney Approved Version #04.01.02 9 EXHIBIT “A” SCOPE OF SERVICES CLERICAL SKILLED MAINTENANCE TECHNICAL 10 Mark-up Rate 40% 40% 40% City Attorney Approved Version tt04.01.02 J:7 (“‘ I CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California personally appeared c-rpersonally known to me I I proved to me on the basis of satisfactory evidence to be the person(!$ whose name(+) is/% subscribed to the within instrument and acknowledged to me that he/?A&tky executed the same in hislk" authorized capacity(&), and that by his/he%U&%r signature(+ on the instrument the person(%), or the entity upon behalf of which the person(%) acted, executed the instrument. Place Notary Seal Above Document Date: Number of Pages. -~~!op~--~-~- Signer(s) Other Than Named Above: ~~ ~~ /Corporate Officer - Tltle(s): i?JG:la Partner - ~ Limited 1~- General Attorney in Fact ~ I Guardian or Conservator , , Other: ~ ~~~ ~~~. ~~ ,?> l;m N.i',O"i N"tdl"niil:lil,ll,l . ,??in Ili SoliAi.r PO 33. 2w2, CIII.Mlnh CA!21?13 2107. .*YY"dl".tll..Yldll 2," Frid N" 5907 H,."l,/,.l ca, n,,, Flea , Xll"~Bi6 6827 ~~~ ACORD,M CERTIFICATE OF LIABILITY INSURANCE DATE 7007 - 'RODUCER M. G. SKINNER & ASSOCIATES ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 11030 S?+NTA MONICA BLVD. ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 7 THIS CERTIFICATE 1s ISSUED As A MATTER OF %%ATloN 7326-53-34 04/01/2002 CRIME/DISHONESTY-HARTFORD slOBDDAE7488, 7/1/99-UNTIL CANCBLLED-LIMIT: $3,000,000-THE CITY OF CARLSBAD (OR IF APPLICABLE-THE CITIY OF CARLSBAD REDEVELOPMENT AGENCY, HOUSING AUTHORITY OR GENERAL LIAB.: PRIMARY COVERAGE APPLIES; WAIVER OF SKJBRO. UNDER GEN'L LIAB.* CARLSBAD MUNICIPAL WATER DISTRICT), ITS OFFICIALS, EE'S AND VOLUNTEER ARE ADDT'L INSUREDS UNDER CERTIFICATE HOLDER 1 I AD01TIONAL INSURED: INSURER LETTER: CANCELLATION CITY OF CARLSBAD ATTN: FERNANDA HASSE H.R. TECHNICIAN SHOULD ANI OF THE I\BOYE DESCRIBE0 POLlClES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF. THE LSSUING INSURER WILL ENDEAVOR TO MAIL - DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT. BUT FhILURE TO DO SO SHALL CARLSBAD, CA 92008-7314 REPRESENTATIVES. AUTHORIZED REPRESENTATIVE I )A,& crx \COR0 25-5 17/97) ~ 0 ACORD CORPORATION 1988 'C". 'I IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policyliesl must be endorsed. A Statement on this certificate does not confer rights to the certificate holder in lieu of such endorsernentb). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsementlsl. DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurerlsl, authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon.