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HomeMy WebLinkAbout2007-03-13; City Council; 18926; Temporary employment agency contractsCITY OF CARLSBAD - AGENDA BILL AB# 18,926 MTG. 03-13-07 DEPT. HR TEMPORARY EMPLOYMENT AGENCY /^^NfclTO A ^TCCONTRACTS DEPT. HEAS:^^ , CITYATTY. J&& k CITYMGR. ~~^£> / RECOMMENDED ACTION: Adopt Resolution No. 2007-051 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. 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. Apple One 3. Volt 4. Addeco 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, the total for all four contracts will be for an amount not to exceed $925,000. Funds for temporary employment services are included in individual departmental operating budgets. ENVIRONMENTAL IMPACT: None Page 2 EXHIBITS: 1. Resolution No. 2007-051 2. Four (4) contracts listed above. DEPARTMENT CONTACT: Fernanda Hasse 760-434-2439 fhass@ci.carlsbad.ca.us FOR CITY CLERKS USE ONLY. COUNCIL ACTION: APPROVED DENIED CONTINUED WITHDRAWN AMENDED XD D D D CONTINUED TO DATE SPECIFIC CONTINUED TO DATE UNKNOWN RETURNED TO STAFF OTHER - SEE MINUTES n D Dn gx-h/'b/f I 1 RESOLUTION NO. 2007-051 2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING AGREEMENTS 3 FOR TEMPORARY EMPLOYMENT AGENCY SERVICES 4 WHEREAS, the City Council has determined that it is desirable and necessary to 5 retain temporary employment agency services for use throughout the City. 6 NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of 7 Carlsbad, California, as follows:8 9 1. That the above recitations are true and correct. 10 2. That the City Council approves an agreement authorizing the retention of Manpower as a temporary employment agency. 12 3. That the City Council approves an agreement authorizing the retention of 13 Apple One as a temporary employment agency. 14 4. That the City Council approves an agreement authorizing the retention of . f Volt as a temporary employment agency.16 17 5. That the City Council approves an agreement authorizing the retention of 18 Addeco as a temporary employment agency. 6. That funds are available in the departmental operating budgets. 20 „ 21 22 23 24 25 " 26 27 II 28 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of Carlsbad on the 13th day of March, 2007, by the following vote: AYES: Council Members Lewis, Kulchin, Hall, Packard NOES: None ABSENT: Council Member Sigafoose ATTEST: (S. rvA. ' LORRAINE M. WOQR? City Clertf (SEAL) >xvv' '" AGREEMENT FOR TEMPORARY STAFFING SERVICES CPM, LTD dba Manpower Temporary Services, a Nevada Corporation THIS AGREEMENT is made and entered into as of the "" day of 2007, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and CPM, LTD dba Manpower Temporary Services, a Nevada Corporation, ("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. D. Contractor has submitted a proposal to City and has affirmed its 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 Five Hundred Thousand dollars ($500,000) 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. City Attorney Approved Version #04.01.02 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed Five Hundred Thousand dollars ($500,000) and shall include all fees and other compensation of both Contractor and temporary personnel assigned to fulfill the City assignment (hereinafter referred to as the "Contract Worker") combined as further outlined in Exhibit "A" attached hereto and incorporated herein. 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 Contract Worker(s) 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 and any Contract Worker(s) is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees, Contract Workers, or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees, Contract Workers, 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, Contract Worker, 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 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 City Attorney Approved Version #04.01.02 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 Coverage and Limits. Contractor will maintain the types of coverage 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. 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. City Attorney Approved Version #04.01.02 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 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 coverage, 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 coverage. 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. 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. City Attorney Approved Version #04.01.02 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: Name Julie Clark Title HR Director Department Human Resources City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-2440 For Contractor: Name Sherry Bird Title Area Manager Department San Marcos Office Manpower Address 801 W. San Marcos Blvd San Marcos, CA 92069 Phone No. 760-736-7080 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. 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 City Attorney Approved Version #04.01.02 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. 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. City Attorney Approved Version #04.01.02 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 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 City Attorney Approved Version #04.01.02 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. 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. (Remainder of Page Intentionally Left Blank) City Attorney Approved Version #04.01.02 8 CONTRACTOR *By: (sign here) (print name/title) (print name/title) ATTEST: LORRAINE M. City Clerk icipal rnia (e-mail address) (Remainder of Page Intentionally Left Blank) City Attorney Approved Version #04.01.02 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California QCounty of ^1 On personally ss. before me, Date appeared J.lflprg ^ BlflU T Name and Title of Office rfa gf , Hfffttn/ fl/M r (e.g.7"Jane Doe, Notary rfublic") f* i _ v me(s) of Signer( COIHVE J. MORfl OommUHoo 0 Notafy RiMc • OoMwnlo Movl. 1^ personally known to me D proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Place Notary Seal Above WITNESS my hand and official seal. OPTIONAL Though the information below is not required by law, it 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: Signer(s) Other Than Named Above: Capacity(ies) Clai Signer's Name: D Individual sj & Corporate Officer — Tltley):lfff.n|'V D Partner — D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator D Other: RIGHT THUMBPRINT OF SIGNER Signer Is Representing: Top of thumb here Signer's Name: D individual m <Corporate Officer — Titlei^): D Partner — D Limited n General D Attorney in Fact D Trustee D Guardian or Conservator D Other: Signer Is Representing: RIGHT THUMBPRINT OF SIGNER Top of thumb here ©2004 National Notary Association -9350 DeSotoAve., P.O. Box 2402 • Chatsworth, CA 91313-2402 Item No. 5907 Reorder: Call Toll-Free 1-800-876-6827 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: LL, City, S4c_^^/_-=: By: Jeputy City Attorney 10 City Attorney Approved Version #04.01.02 EXHIBIT "A" SCOPE OF SERVICES Contractor will provide qualified, temporary workers (also referred hereto as "Contract Workers") on an "as needed basis." Contractor shall respond to City's request for Contract Workers in a timely manner. City will specify the services required, the shift hours, and the expected duration of the assignment. City will comply with State and Federal Wage and Hour Law. Contractor shall provide Contract Workers capable, experienced and able to work with limited direct supervision. Contract Workers shall follow all City rules, including: - No smoking in work area. - Presenting positive identification on first day of assignment when reporting for duty. - Interacting cordially with City personnel. - Responding professionally to City supervisory personnel and customers. - Parking in assigned locations. - Following other City rules, policies and procedures as required. Payment for services require time card approved by City authorized personnel and must be submitted in all inclusive hourly basis; invoice will specify number of hours actually worked multiplied by agreed upon bill rate. City shall not be liable or responsible for any federal, state or local taxes or withholdings for any Contract Worker used under this Agreement. Contractor shall submit invoices no more frequently than weekly directly to designated department. The City shall process the claim for prompt payment. Contractor shall furnish the City a quarterly usage report (due by the fifteenth of the month after the quarter ends) detailing ordering information that includes but is not necessarily limited to: Contract Workers' name, start date, end date, department, total number of hours (regular time and overtime) utilized by job description, billing rate, pay rate and the total hours billed to the City. Contractor shall not provide non contracted temporary personnel without the proper approval and changes from the City. The only services authorized are those services specifically requested by City and agreed to by the Parties. By providing the services, Contractor is certifying the services provided are in accordance with this Agreement's terms and conditions. City reserves the right to deny payment of any temporary personnel services not authorized under this Agreement. City Attorney Approved Version #04.01.02 11 The resulting product of this solicitation shall be considered work made for hire. City, pursuant to this Agreement will own all products/copyrights produced/made under this Agreement. In the event that a deliverable does not automatically vest in the City, Contractor and Contract Worker shall, without any additional compensation or payment due, execute any and all appropriate documents to assign or otherwise transfer the copyright or other intellectual property rights to City. Contractor shall be responsible for notifying the City of fitness for duty status of Contract Workers and for any other Department of Health notification requirements. During the course of this Agreement, the City shall provide adequate work space for Contract Worker and such other related facilities as may be required by Contract Worker to carry out its obligation enumerated herein. Contractor will not charge a conversion fee for Contract Worker hired by the City after Contract Worker has been on assignment for one hundred and twenty (120) days or seven hundred (700) hours for clerical and maintenance Contract Workers and one hundred eighty (180) days or one thousand and forty (1040) for technical or professional Contract Workers. If the City desires to hire a Contract Worker before the specified time elapses, special releases may be negotiated on a case-by-case basis.. Contractor and City shall negotiate in good faith and all negotiated terms must be guaranteed by the Contractor. Contract Worker's hourly pay rate will be negotiated on an individual basis prior to the start of assignment; and will be based upon the Contract Worker's category hourly rate range and will be dependent upon skill level and job requirements. Contractor will be allowed to mark up the Contract Worker's negotiated hourly pay rate based upon the fixed percentage markup rates listed below for each job category. Category CLERICAL TECHNICAL ACCOUNTING HUMAN RESOURCES LEGAL MAINTENANCE Hourly Pay Rate Range $9-$30/hour $15-$60/hour $10-$60/hour $12-$96/hour $15-$30/hour $10-$40/hour Markup Rate 38% 42% 42% 42% 42% 45% 12 City Attorney Approved Version #04.01.02 AGREEMENT FORTEMPORARY STAFFING SERVICES Howroyd Wright Employment Agency Inc. dba AppleOne Employment Services .THIS AGREEMENT is made and entered into as of the " day of ' 2007 by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and Howroyd Wright Employment Agency Inc. dba AppleOne Employment Services ("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. D. Contractor has submitted a proposal to City and has affirmed its 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 One Hundred and Fifty Thousand dollars ($150,000) 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. City Attorney Approved Version #04.01.02 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed One Hundred and Fifty Thousand dollars ($150,000) and shall include all fees and other compensation of both Contractor and temporary personnel assigned to fulfill the City assignment (hereinafter referred to as the "Contract Worker") combined as further outlined in Exhibit "A" attached hereto and incorporated herein. 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 Contract Worker(s) 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 and any Contract Worker(s) is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees, Contract Workers, or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees, Contract Workers, 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, Contract Worker, 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 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 City Attorney Approved Version #04.01.02 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 Coverage and Limits. Contractor will maintain the types of coverage 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. 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. City Attorney Approved Version #04.01.02 3 • 0 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 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 coverage, 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 coverage. 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. 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. City Attorney Approved Version #04.01.02 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: Name Julie Clark Title HR Director Department Human Resources City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-2440 For Contractor: Name Kenneth Landau Title Director of Gov't Services, Department Government Services Address 990 Knox Street Torrance, CA 90502_ Phone No. (310) 516-1572 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. 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 City Attorney Approved Version #04.01.02 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. 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. City Attorney Approved Version #04.01.02 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 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 City Attorney Approved Version #04.01.02 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. 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. (Remainder of Page Intentionally Left Blank) City Attorney Approved Version #04.01.02 8 CONTRACTOR By: (sign her (print name/title) (e-mail address) C.F.O. (print name/title) ]il address) unicipal alifornia Mayor ATTEST: LORRAINE M. City Clerk CN /utMin-. L " ° (Remainder of Page Intentionally Left Blank) City Attorney Approved Version #04.01.02 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of On before me, Date personally appeared Commission #1640252 . Notay Public - Caltfomta I los^Angeies County • Expires Jon 22.2 SS. ^ .. . ,, _.-, t"x. Ncn-gry Name arud Title of <Mc0f (e.g., "Jane ode, Notary Publio1^ Name(s) of Signer(s) known to me Q proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Place Notary Seal Above WITNESS my hand and official seal. OPTIONAL Signature of Notary Public /] Though the information below /s not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of f/i/s 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(s) Signer's Name: D Individual D Corporate Officer — Title(s): D Partner — D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator D Other: ,.-'' Signer Is Representing;, orporate Officerx^Titlels): Partner — D Limited D Attorney in FactTop of thjjrn'b here D Trustee D Guardian or Consen/ator D Other: Signer Is Representing: ©2004 National Notary Association • 9350 DeSotoAve., P.O. Box 2402 • Chatsworth, CA 91313-2402 Item No. 5907 Reorder: Call Toll-Free 1-800-876-6827 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of On before me, personally Date appeared ss. M- Name and Title of Name(s) of Signerf (e.g., "Jane Doe, Notary Public") ^- — . MAGANA Commission * 1640252 Notaiy Pubflc - CoNfomfa Los Angeles Courty My Comm. Expires Jan 22,2010 *~Sroersonally known to me D proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Place Notary Seal Above WITNESS my hand and official seal. Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Ascription of Attached Document TitlebtvTVpe of Document: Number of PagesDocument Date: Signer(s) Other Than NamekkAbove: Capacity(ies) Claimed by Signer(s).. Signer's Name: ^-^ D Individual C Corporate Officer — Title(s): D Partner — D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator D Other: RIGHT THUMBPRINT Or SIGNER ^6p of thumb here Signer Is Represfifffing: Signer's Name: Individual Corporate Officer — Title(s): D Partner — D Limited D General D Attorne>4n Fact D Trustee D Guardian or Con^styator D Other: Signer Is Representing: RIGHT THUMBPRINT OF SIGNER Top of thumb here © 2004 National Notary Association • 9350 De Soto Ave., P.O. Box 2402 • Chatsworth, CA 91313-2402 Item No. 5907 Reorder: Call Toll-Free 1-800-876-6827 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. **Group B. Chairman, Secretary, President, or Assistant Secretary, Vice-President 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 jputy City Attorney City Attorney Approved Version #04.01.02 10 EXHIBIT "A" SCOPE OF SERVICES Contractor will provide qualified, temporary workers (also referred hereto as "Contract Workers") on an "as needed basis." Contractor shall respond to City's request for Contract Workers in a timely manner. City will specify the services required, the shift hours, and the expected duration of the assignment. City will comply with State and Federal Wage and Hour Law. Contractor shall provide Contract Workers capable, experienced and able to work with limited direct supervision. Contract Workers shall follow all City rules, including: No smoking in work area. - Presenting positive identification on first day of assignment when reporting for duty. - Interacting cordially with City personnel. - Responding professionally to City supervisory personnel and customers. - Parking in assigned locations. - Following other City rules, policies and procedures as required. Payment for services require time card approved by City authorized personnel and must be submitted in all inclusive hourly basis; invoice will specify number of hours actually worked multiplied by agreed upon bill rate. City shall not be liable or responsible for any federal, state or local taxes or withholdings for any Contract Worker used under this Agreement. Contractor shall submit invoices no more frequently than weekly directly to designated department. The City shall process the claim for prompt payment. Contractor shall furnish the City a quarterly usage report (due by the fifteenth of the month after the quarter ends) detailing ordering information that includes but is not necessarily limited to: Contract Workers' name, start date, end date, department, total number of hours (regular time and overtime) utilized by job description, billing rate, pay rate and the total hours billed to the City. Contractor shall not provide non contracted temporary personnel without the proper approval and changes from the City. The only services authorized are those services specifically requested by City and agreed to by the Parties. By providing the services, Contractor is certifying the services provided are in accordance with this Agreement's terms and conditions. City reserves the right to deny payment of any temporary personnel services not authorized under this Agreement. City Attorney Approved Version #04.01.02 11 The resulting product of this solicitation shall be considered work made for hire. City, pursuant to this Agreement will own all products/copyrights produced/made under this Agreement. In the event that a deliverable does not automatically vest in the City, Contractor and Contract Worker shall, without any additional compensation or payment due, execute any and all appropriate documents to assign or otherwise transfer the copyright or other intellectual property rights to City. Contractor shall be responsible for notifying the City of fitness for duty status of Contract Workers and for any other Department of Health notification requirements. During the course of this Agreement, the City shall provide adequate work space for Contract Worker and such other related facilities as may be required by Contract Worker to carry out its obligation enumerated herein. The City may convert Contractor's Contract Workers to the City's payroll at no additional charge, once Contract Worker has been on assignment with the City for five hundred and twenty (520) hours. For Contract Worker's who complete between zero (0) and five-hundred and twenty (520) hours the conversion charge will equal the bill rate minus payrate multiplied by hours remaining on contract. Contractor and City shall negotiate in good faith and all negotiated terms must be guaranteed by the Contractor. Contract Worker's hourly pay rate will be negotiated on an individual basis prior to the start of assignment; and will be based upon the Contract Worker's category hourly rate range and will be dependent upon skill level and job requirements. Contractor will be allowed to mark up the Contract Worker's negotiated hourly pay rate based upon the fixed percentage markup rates listed below for each job category. Category CLERICAL TECHNICAL ACCOUNTING HUMAN RESOURCES LEGAL Hourly Pay Rate Range $10-$20/hour $14-$25/hour $14-$25/hour $12-$20/hour $14-$20/hour Markup Rate 40% 40% 40% 40% 40% 12 City Attorney Approved Version #04.01.02 3\ AGREEMENT FORTEMPORARY STAFFING SERVICES Volt Services Group a division of Volt Management Corporation, a Delaware Corporation THIS AGREEMENT is made and entered into as of the ~ day of 2007, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and Volt Services Group a division of Volt Management Corporation, a Delaware Corporation, ("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. D. Contractor has submitted a proposal to City and has affirmed its 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 Exhibit "A", which is attached hereto and incorporated by this reference in accordance with the terms and conditions of this Agreement. 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 One Hundred and Fifty Thousand dollars ($150,000) 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. City Attorney Approved Version #04.01.02 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed One Hundred and Fifty Thousand dollars ($150,000) and shall include all fees and other compensation of both Contractor and temporary personnel assigned to fulfill the City assignment (hereinafter referred to as the "Contract Worker") combined as further outlined in Exhibit "A". 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 Contract Worker(s) used by Contractor to perform duties under this Agreement will not be considered employees of City for any purposes. Contract Workers will perform their duties under the task management of City. Contract Workers are not allowed to perform "sign-off" on any completion or authorization-related documentation on behalf of City. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor and any Contract Worker(s) is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees, Contract Workers, or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees, Contract Workers, 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, Contract Worker, 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 negligent acts and omissions of Contractor's subcontractor and of the persons directly employed by the subcontractor, as Contractor is for the negligent 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 The City reserves the right to employ other Contractors in connection with the Services. City Attorney Approved Version #04.01.02 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 reasonable attorneys fees arising out of the provision of the Services described herein caused in whole or in part by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly employed by any of them or anyone for whose acts any of them may be liable in connection with supplying of the Services. This indemnification shall not apply to the extent arising out of the sole negligent act or omission of the City and its officers, officials, employees and volunteers. 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. In no event shall either party be liable for any indirect, special, incidental, or consequential damages of any kind or nature arising out of or related to this Agreement and/or the Services. City will not allow Contract Workers to operate any motor vehicles related to the scope of duties to be performed by Contract Worker pursuant to this Agreement, including but not limited to Contract Worker's or City owned and/or leased motor vehicles, without Contractor's prior written consent; absent such prior written consent City shall defend, indemnify and hold Contractor and Contract Workers harmless for any losses, including but not limited to losses as a result of, arising out of or related to a Contract Worker's operation of any such motor vehicle. Contractor assumes no responsibility if a Contract Worker handles cash, securities or other valuables without Contractor's prior written consent. Except as provided herein, Contractor will not be responsible for any claims, demands, causes of action, damage, loss, obligations, or liabilities of any kind for loss or shortage resulting from or in connection with a Contract Worker handling cash, checks, bonds, notes, securities, any other form of negotiable or non-negotiable instrument or any other valuables. 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 provision 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 Coverage and Limits. City Attorney Approved Version #04.01.02 Contractor will maintain the types of coverage 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. 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. City Attorney Approved Version #04.01.02 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 coverage, 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 coverage. 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. 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: City Attorney Approved Version #04.01.02 Name Julie Clark Title HR Director Department Human Resources City of Carlsbad Address 1635 Faraday Avenue Carlsbad ,CA 92008 Phone No. 760-602-2440 For Contractor: Name Stanley D. Cameron Title Manager of Contracts Department Contracts VOLT Services Group Address 2401 N. Glassell Street Orange. CA 92865 Phone No. 714.921.7491 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. 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 City Attorney Approved Version #04.01.02 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. If such dispute cannot be resolved by discussions between the parties, the parties agree to attempt to settle the dispute through nonbinding mediation under the Commercial Mediation Rules of the American Arbitration Association. If the resolution thus obtained is unsatisfactory to the aggrieved party, nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 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 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 Services rendered. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. Contractor will be paid for work performed to the termination date. 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 City Attorney Approved Version #04.01.02 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 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. 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. (Remainder of Page Intentionally Left Blank) City Attorney Approved Version #04.01.02 8 CONTRACTOR *By: (sign here) (print name/title) (e-ma!! address) municipal alifornia ATTEST: LORRAINE M. WOOD City Clerk (Remainder of Page Intentionally Left Blank) City Attorney Approved Version #04.01.02 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of Name and Title of Officer (e.g., "Jane Doe, Notary Public") flHCWLCAMBKM ConwnMlon*1MM73 CaMomta 6tan0* County MyConvn [^personally known to me n proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Place Notary Seal Above Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attachedy\Document Title or Type of Document:;£4 7Xnyor*A/ £fa£ff*u| Document Date:. Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Sianer Signer's Name: V\ (. C^K- 'llO n Individual D Attorney in Fact D Trustee Guardian or Conservator C Other: RIGHT THUMBPRINT OF SIGNER Title(s): 'Df. V P 1 D General /ator ^i\/<r>/4"Ct^\/'/' C* ft 1 ' /• ' ft* Top of thumb here i © 1997 National Notary Association • 9350 De SotoAve., P.O. Box 2402 • Chatsworth, CA 91313-2402 Prod. No. 5907 Reorder: Call Toll-Free 1-800-876-6827 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of Name and Title of Officer (e.g., "Jane Doe, Notary Public") appeared O<9LKl€/Ul Y- • 1 Name(s) of Signer(s) ,^personally known to me D proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Place Notary Seal Above Signature of Notary Public OPTIONAL Though the information below is not required by law, it 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:i- Document Date:. Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer Signer's Name: ~Q0L/n£ (/lot D Individual &? Corporate Officer — Title(s): D Partner — D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator D Other: RIGHT THUMBPRINT OF SIGNER Top of thumb here Signer Is Representing: © 1997 National Notary Association • 9350 De Soto Ave., P.O. Box 2402 • Chatsworth, CA 91313-2402 Prod. No. 5907 Reorder: Call Toll-Free 1-800-876-6827 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. **Group B. Chairman, Secretary, President, or Assistant Secretary, Vice-President 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: Utorney Deputy City Attorney City Attorney Approved Version #04.01.02 10 EXHIBIT "A" SCOPE OF SERVICES Contractor will provide staffing Services to furnish qualified, temporary workers (also referred hereto as "Contract Workers") on an "as needed basis." Contractor shall respond to City's request for Contract Workers in a timely manner. City will specify the qualifying criteria required for positions and their duties, the shift hours, and the expected duration of the assignment. City will comply with State and Federal Wage and Hour Law. Contractor shall provide Contract Workers capable, experienced and able to work with limited direct supervision, and all work is assigned, monitored, and under final acceptance of City. Contract Workers shall follow all City rules, including: - No smoking in work area. - Presenting positive identification on first day of assignment when reporting for duty. - Interacting cordially with City personnel. - Responding professionally to City supervisory personnel and customers. - Parking in assigned locations. - Following other City rules, policies and procedures as required. Payment for services require time card approved by City authorized personnel and must be submitted in all inclusive hourly basis; invoice will specify number of hours actually worked multiplied by agreed upon bill rate. City shall not be liable or responsible for any federal, state or local taxes or withholdings for any Contract Worker used under this Agreement. Contractor shall submit invoices no more frequently than weekly directly to designated department. The City shall process the claim for prompt payment. Contractor shall furnish the City a quarterly usage report (due by the fifteenth of the month after the quarter ends) detailing ordering information that includes but is not necessarily limited to: Contract Workers' name, start date, end date, department, total number of hours (regular time and overtime) utilized by job description, billing rate, pay rate and the total hours billed to the City. Contractor shall not provide non contracted temporary personnel without the proper approval and changes from the City. The only services authorized are those services specifically requested by City and agreed to by the Parties. By providing the services, Contractor is certifying the services provided are in accordance with this Agreement's terms and conditions. City reserves the right to deny payment of any temporary personnel services not authorized under this Agreement. City Attorney Approved Version #04.01.02 If resulting product of this solicitation shall be considered work made for hire, City, pursuant to this Agreement will own all products/copyrights produced/made under this Agreement. In the event that a deliverable does not automatically vest in the City, Contractor and Contract Worker shall, without any additional compensation or payment due, execute any and all appropriate documents to assign or otherwise transfer the copyright or other intellectual property rights to City. Contractor shall be responsible for notifying the City of fitness for duty status of Contract Workers and for any other Department of Health notification requirements. During the course of this Agreement, the City shall provide adequate work space for Contract Worker and such other related facilities as may be required by Contract Worker to carry out its obligation enumerated herein. After five-hundred and twenty (520) hours on assignment Contract Worker may transfer to the City's payroll with no additional fees. If the City wishes to hire Contract Worker prior to the minimum required hours the following fee structure will apply: Zero (0) to one hundred and seventy three hours (173) fee will be fifteen percent (15%) of annual salary, one hundred and seventy-four (174) to three hundred and forty-six hours fee will be ten percent (10%) of annual salary, three hundred and forty-seven (347) to five hundred and nineteen (519) hours fee will be five percent (5%) of annual salary. Contractor and City shall negotiate in good faith and all negotiated terms must be guaranteed by the Contractor. Contract Worker's hourly pay rate will be negotiated on an individual basis prior to the start of assignment; and will be based upon the Contract Worker's category hourly rate range and will be dependent upon skill level and job requirements. Contractor will be allowed to mark up the Contract Worker's negotiated hourly pay rate based upon the fixed percentage markup rates listed below for each job category. Category CLERICAL TECHNICAL ACCOUNTING HUMAN RESOURCES LEGAL MAINTENANCE Hourly Pay Rate Range $12-$13/hour $15-$65/hour $12-$28/hour $15-$25/hour $18-$24/hour $10-$24/hour Markup Rate 38% 39% 39% 39% 39% 42% 12 City Attorney Approved Version #04.01.02 AGREEMENT FOR.TEMPORARY STAFFING SERVICES Adecco U.S.A., Inc., a Delaware Corporation THIS AGREEMENT is made and entered into as of the ~~ day of 2007, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and Adecco U.S.A., Inc., a Delaware Corporation, acting through its Carlsbad, CA branch office ("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. D. Contractor has submitted a proposal to City and has affirmed its 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 One Hundred and Fifty Thousand dollars ($150,000) 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. City Attorney Approved Version #04.01.02 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed One Hundred and Fifty Thousand dollars ($150,000) and shall include all fees and other compensation of both Contractor, and temporary personnel assigned to fulfill the City assignment (hereinafter referred to as the "Contract Worker"), combined as further outlined in Exhibit "A" attached hereto and incorporated herein. 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 Contract Worker(s) used by Contractor to provide services under this Agreement will not be considered employees of the City by either party to this Agreement for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor and any Contract Worker(s) is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees, Contract Workers, or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees, Contract Workers, 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, Contract Worker, or subcontractor of Contractor with respect to any compensation that Contractor agreed to pay Contract Workers 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 The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION City Attorney Approved Version #04.01.02 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 for bodily injury and tangible property damage to the extent arising out of the negligent performance of the Services 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 in the performance of such Services. 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. City agrees not to allow Contract Workers to be exposed to cash, checks, keys, credit cards, merchandise, negotiable instruments, or confidential information or to permit them to travel or to operate motor vehicles or equipment while they are on assignment without Contractor's prior approval in writing. 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 Coverage and Limits. Contractor will maintain the types of coverage 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. City Attorney Approved Version #04.01.02 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. 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, excluding the negligence of such Additional Insured 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 to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverage, 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 coverage. 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. 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. 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. Unless prohibited by statue, City agrees to limit the scope and frequency of audits to the prior year's records once annually. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor Workers and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contract Workers 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: Name Julie Clark Title HR Director Department Human Resources City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-2440 For Contractor: Name Martin Plank Title Branch Manager Department Carlsbad Branch Adecco U.S.A., Inc., Address 6183 Paseo Del Norte Suite 100 Carlsbad, CA 92011 Phone No. (760)931-2645 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 City Attorney Approved Version #04.01 .02 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. Contractor warrants that by execution of this Agreement, that it has no interest, present or contemplated, in the projects affected by this Agreement. Contractor further warrants that contractor does not 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. Upon request, as a condition of their assignment, Contract Workers shall be required to acknowledge in writing that they are in compliance with the terms of this Section 16. 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 offer a solution to the problem. Nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 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 City Attorney Approved Version #04.01.02 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 in its possession to City address contained in this Agreement. Where applicable to the Services, 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 instruct Contract Workers to 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 acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. City Attorney Approved Version #04.01.02 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 nor any part of 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. 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. (Remainder of Page Intentionally Left Blank) City Attorney Approved Version #04.01.02 CONTRACTOR unicipal alifornia Diana R. Karabelas Vice President diana.karabelas@adeccona.com Mayor ATTEST: "By: George M. Reardon Senior Vice President, Secretary and General Counsel george.reardon@adeccona.com a LORRAINE M. WOOD City Clerk APWPOASTOFORM ILEGAL DEPARTMENT srK&W*- LAWANNA CAMPBELL (Remainder of Page Intentionally Left Blank) City Attorney Approved Version #04.01.02 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. **Group B. Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officers) signing to bind the corporation. APPROVED AS TO FORM: RONALQ/f^BAt^L, City Attorney By:. City Attorney Approved Version #04.01.02 65 EXHIBIT "A" SCOPE OF SERVICES Contractor will provide qualified, temporary workers (also referred hereto as "Contract Workers") on an "as needed basis" to do work under City's operational supervision. Contractor shall respond to City's request for Contract Workers in a timely manner. City will specify the services required, the shift hours, and the expected duration of the assignment. City will comply with State and Federal Wage and Hour Law. Contractor shall provide Contract Workers capable, experienced and able to work with limited direct supervision. Contract Workers shall be required to follow all City rules, including: - No smoking in work area. - Presenting positive identification on first day of assignment when reporting for duty. - Interacting cordially with City personnel. - Responding professionally to City supervisory personnel and customers. - Parking in assigned locations. - Following other City rules, policies and procedures as required. Payment for services require time card approved by City authorized personnel and must be submitted in all inclusive hourly basis; invoice will specify number of hours actually worked multiplied by agreed upon bill rate. City shall not be liable or responsible for any federal, state or local taxes or withholdings for any Contract Worker used under this Agreement. Contractor shall submit invoices no more frequently than weekly directly to designated department. The City shall process the claim for prompt payment. Invoices that are undisputed by City for more than 60 days after the invoice date may be presumed correct. Notwithstanding the foregoing sentence, if City discovers an error in any Contractor invoice, City may dispute the charge at any time during the corresponding 1-year term of the Agreement. Contractor shall furnish the City a quarterly usage report (due by the fifteenth of the month after the quarter ends) detailing ordering information that includes but is not necessarily limited to: Contract Workers' name, start date, end date, department, total number of hours (regular time and overtime) utilized by job description, billing rate, pay rate and the total hours billed to the City. Contractor shall not provide non contracted temporary personnel without the proper approval and changes from the City. The only services authorized are those services specifically requested by City and agreed to by the Parties. By providing the Services, Contractor is certifying the Services provided are in City Attorney Approved Version #04.01.02 11 accordance with this Agreement's terms and conditions. City reserves the right to deny payment of any temporary personnel services not authorized under this Agreement. The resulting product of this solicitation shall be considered work made for hire. City, pursuant to this Agreement will own all products/copyrights produced/made by Contract Workers under this Agreement. In the event that a deliverable does not automatically vest in the City, Contractor and Contract Worker shall, without any additional compensation or payment due, execute any and all appropriate documents to assign or otherwise transfer the copyright or other intellectual property rights to City. Contractor shall be responsible for notifying the City of fitness for duty status of Contract Workers and for any other Department of Health notification requirements. During the course of this Agreement, the City shall provide adequate work space for Contract Worker and such other related facilities as may be required by Contract Worker to carry out its obligation enumerated herein. In the event that City wishes to hire a temporary employee, the conversion fee shall be as follows: Standard fee is 20% of Contract Worker's annual salary. Zero to thirty days (0-30) there will be a twenty-five percent (25%) discount off standard fee. Thirty-one to sixty days (31-60) there will be a fifty percent (50%) discount off standard fee. Sixty-one to ninety days (61-90) there will be a 75% discount off standard fee. In excess of ninety-one days (91) fee will be one thousand dollars ($1,000). Contractor and City shall negotiate in good faith and all negotiated terms must be guaranteed by the Contractor. Contract Worker's hourly pay rate will be negotiated on an individual basis prior to the start of assignment; and will be based upon the Contract Worker's category hourly rate range and will be dependent upon skill level and job requirements. Contractor will be allowed to mark up the Contract Worker's negotiated hourly pay rate based upon the fixed percentage markup rates listed below for each job category. Category CLERICAL TECHNICAL ACCOUNTING HUMAN RESOURCES LEGAL MAINTENANCE Hourly Pay Rate Range $10-$22/hour $17-$75/hour $12-$32/hour $12-$28/hour $15-$55/hour $9.50-$15/hour Markup Rate 39% 42% 39% 39% 39% 45% 12 City Attorney Approved Version #04.01.02