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2011-03-22; City Council; 20485; Temporary employment agency contracts
CITY OF CARLSBAD - AGENDA BILL AB# 20.485 MTG. 3/22/11 DEPT. HR TEMPORARY EMPLOYMENT AGENCY CONTRACTS DEPT. HEAD ~d^-^ CITYATTY. ^ CITY MGR. fa. RECOMMENDED ACTION: City Council adopt Resolution No. 2011-047 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 expiration 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 Temporary Services 2. Apple One Employment Services 3. Sedona Staffing Services 4. TEG Staffing 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 before a position is filled. 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 and paid for 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. DEPARTMENT CONTACT: Fernanda Hasse 760-602-2439 fernanda.hasse@carlsbadca.gov FOR CITY CLERKS USE ONLY. COUNCIL ACTION: APPROVED DENIED CONTINUED WITHDRAWN AMENDED [J* D D D CONTINUED TO DATE SPECIFIC CONTINUED TO DATE UNKNOWN RETURNED TO STAFF OTHER - SEE MINUTES D D D D Page 2 FISCAL IMPACT: The combined not to exceed amount for all four contracts will be $375,000 per year compared to the previous combined contract limit of $925,000 per year. Funds for temporary employment services are included in individual departmental operating budgets. ENVIRONMENTAL IMPACT: This amendment is statutorily exempt from CEQA pursuant to Public Resources Code Section 21080(b)(1). EXHIBITS: 1. Resolution No. 2011-047 2. Agreement with Manpower Temporary Services 3. Agreement with AppleOne Employment Services 4. Agreement with Sedona Staffing Services 5. Agreement with TEG Staffing 1 RESOLUTION NO. 2011-047 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 5 necessary to retain temporary employment agency services for use throughout 6 the City. 7 NOW, THEREFORE, BE IT RESOLVED by the City Council of the8 City of Carlsbad, California, as follows: 10 1 • That the above recitations are true and correct. 11 2. That the City Council approves an agreement authorizing the 12 retention of Manpower Temporary Services as a temporary employment agency. 3 That the City Council approves an agreement authorizing the 14 retention of AppleOne Employment Services as a temporary employment 15 agency. 16 4 That the City Council approves an agreement authorizing the 18 retention of Sedona Staffing Services as a temporary employment agency. 19 5 That the City Council approves an agreement authorizing the 20 retention of TEG Staffing as a temporary employment agency. 6 That funds are available in the departmental operating budgets. 22 // 23 24 25 26 27 " 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 22nd day of March 2011, by the following vote to wit: AYES: Council Members Hall, Kulchin, Blackburn, Douglas, Packard. NOES: None. ABSENT: None. MATT HALL, Mayof ATTEST: I WOOD, City Clerk AGREEMENT FOR TEMPORARY STAFFING SERVICES CPM, LTD dba Manpower Temporary Services, a Nevada Corporation THIS AGREEMENT is made and entered into as of the r3^ ciav of 2011, 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 One Hundred 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 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 (temporary personnel hereinafter referred to as the "Contract Worker") combined as further stated in Section 6 below and as 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. 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 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 City Attorney Approved Version #04.01.02 limits of $1,000,000 per accident for bodily injury. Workers' Compensation and Employer's Liability insurance will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on General Liability. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 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 City Attorney Approved Version #04.01.02 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: 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 Julia Mira Title Branch Manager Department San Marcos Office Manpower Address 960 W San Marcos Blvd, Ste 130 San Marcos, CA 92078 Phone No. 760-621-4021 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST City will evaluate Contractor's duties pursuant to this Agreement to determine whether disclosure under the Political Reform Act and City's Conflict of Interest Code is required of Contractor or any of Contractor's employees, agents, or subcontractors. Should it be determined that disclosure is required, Contractor or Contractor's affected employees, agents, or subcontractors will complete and file with the City Clerk those schedules specified by City and contained in the Statement of Economic Interests Form 700. City Attorney Approved Version #04.01.02 Contractor, for Contractor and on behalf of Contractor's agents, employees, subcontractors and consultants warrants that by execution of this Agreement, that they have no interest, present or contemplated, in the projects affected by this Agreement. Contractor further warrants that neither Contractor, nor Contractor's agents, employees, subcontractors and consultants have any ancillary real property, business interests or income that will be affected by this Agreement or, alternatively, that Contractor will file with the City an affidavit disclosing this interest. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants that the services required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. (Remainder of Page Intentionally Left Blank) City Attorney Approved Version #04.01.02 6 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq.. the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor City Attorney Approved Version #04.01.02 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 nor 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: CITY OF CARLSBAD, a municipal corporation of the State of California (e-mail address) (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 officer(s) signing to bind the corporation. APPROVED AS TO FORM: Assistantffiepdty City Attorney City Attorney Approved Version #04.01.02 10 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT;ssmm©a«5ia©fts£!m@iami^^ State of California of oomrv Qi i P P>\fluV, r | j Name^fof Signers)) COLETTE J. MOREL Commission # 1867304 Notary Public - California z San Diego County - My Comm. Expires Nov 1 2013 \, who 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. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Place Notary Seal and/or Stamp Above WITNESS my hand and officiaLseal. Signature: OPTIONAL Though the information below is not required by law, it may prove valuable to persons re, and could prevent fraudulent removal and reattachment of this form to another'document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: g on the document Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: D Corporate Officer — Title(s): D Individual D Partner — n Limited D General D Attorney in Fact D Trustee D Guardian or Conservator D Other: Signer Is Representing: RIGHT THUMBPRINT OF SIGNER Top of thumb here I j © 2008 National Notary Association • 9350 De Soto Ave., P.O. Box 2402 • Chatsworth, CA 91313-2402 • www.NationalNotary.org Signer's Name: D Corporate Officer — Title(s): D Individual D Partner — D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator D Other: Signer Is Representing: RIGHT THUMBPRINT OF SIGNER Top of thumb here Item #5907 Reorder: Call Toll-Free 1 -800-876-6827 EXHIBIT "A" SCOPE OF SERVICES Contractor will provide qualified, 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 For City staffing needs that require a temporary worker to drive either the temporary's own vehicle or a City vehicle in the performance of the temporary worker's duties at the City, Contractor shall ensure that these temporary worker(s) who are assigned to the City will have and possess a valid California Driver's License. Additionally, Contractor agrees to enroll these temporary workers in the State of California, Department of Motor Vehicles (DMV) Driver License Pull Notice ("Pull Notice") program that allows an employer to obtain the driving record ("Driving Record") in printout form of its temporary workers. At a minimum, Contractor shall request the following information from the DMV Pull Notice for each temporary worker assigned to the City: Status and Record (Processed by DL/ID number and subject's full name); Status and Record (Processed by subject's full name and date of birth); Order of Suspension/Revocation; and Certified Record. Contractor shall provide City with Driving Record printout of each temporary worker assigned to the City within 7 days of placement of said temporary worker at the City. Contractor shall also provide to the City, within 3 business days of receipt, all DMV notices received by Contractor related to any temporary worker assigned to the City. The Contractor's insurance shall be primary with respect to the City, its officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officials, employees or volunteers shall be in excess of the Contractor's insurance and shall not contribute with it. The Contractor's automobile insurance will be excess when a City vehicle is driven by Contractor. 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 City Attorney Approved Version #04.01.02 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 $11-$30/hour $15-$60/hour $12-$60/hour $12-$40/hour $15-$30/hour $10-$30/hour Markup Rate 48% 51% 48% 48% 48% 53.75% 13 City Attorney Approved Version #04.01.02 AGREEMENT FOR TEMPORARY STAFFING SERVICES Howroyd Wright Employment Agency Inc. dba AppleOne Employment Services THIS AGREEMENT is made and entered into as of the ££, day of 2011, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and JHowroyd Wright Employment Agency Inc. dba AppleOne 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 Seventy Five Thousand dollars ($75,000) 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 Seventy Five Thousand dollars ($75,000) and shall include all fees and other compensation of both Contractor and temporary personnel assigned to fulfill the City assignment (temporary personnel hereinafter referred to as the "Contract Worker") combined as further stated in Section 6 below and as 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. 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 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 City Attorney Approved Version #04.01.02 limits of $1,000,000 per accident for bodily injury. Workers' Compensation and Employer's Liability insurance will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this, 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on General Liability. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 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 City Attorney Approved Version #04.01.02 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: 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 W. Landau Title Director of Gov't Solutions Department Government Solutions AppleOne Employment Services Address 1999 W. 190th Street Torrance, CA 90504 Phone No. (310)750-3400 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST City will evaluate Contractor's duties pursuant to this Agreement to determine whether disclosure under the Political Reform Act and City's Conflict of Interest Code is required of Contractor or any of Contractor's employees, agents, or subcontractors. Should it be determined that disclosure is required, Contractor or Contractor's affected employees, agents, or subcontractors will complete and file with the City Clerk those schedules specified by City and contained in the Statement of Economic Interests Form 700. City Attorney Approved Version #04.01.02 Contractor, for Contractor and on behalf of. Contractor's agents, employees, subcontractors and consultants warrants that by execution of this Agreement, that they have no interest, present or contemplated, in the projects affected by this Agreement. Contractor further warrants that neither Contractor, nor Contractor's agents, employees, subcontractors and consultants have any ancillary real property, business interests or income that will be affected by this Agreement or, alternatively, that Contractor will file with the City an affidavit disclosing this interest. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor:will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants that the services required by this Agreement. 18; DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimiriation 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. City Attorney Approved Version #04.01.02 '-I 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. ' . . , 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has'.not employed or retained any company or person, other than a bpna 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 seg._. the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to. a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor City Attorney Approved Version #04.01.02 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 nor any part of it nor any monies due or to become due under it maybe 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.orcontemplated 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 (HOWROYD PRESIDENT (print name/title) bm \iaiirtJA "By: (e-mafl address)31 (sign here) MICHAEL A. HOYAL (print name/title) CFO (e-mail address) CITY OF CARLSBAD, a municipal corporation of the State of.California By:_ Mayor ATTEST: 'SJ/^yui'^^T/QVTt M. WOOD''"// 2*>-.tuM^v-r,.^ (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. *GroupA. **GroupB. 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 office.r(s) signing to bind the corporation. . . FORM: City Attorney City Attorney Approved .Version #04.01,0210 ••'•.•'. ' ••.'/-.;.. . .- CALIFORNIA ALL-PURPOSE CERTIFICATE OF AKNOWLEDGMENT State of: California County of: Ufr On i Ifryj mACWW\ Apersonally appeared who 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. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal £l QUIN J. CONTRERAS Commission #1881207 Notary Public - California Los Angeles County Comm. Expires Mar ?7I I I 9k I (Notary Seal) -OPTIONAL INFORMATION- Information below is NOT required by law however may deter fraudulent removal of this form. Description of Attached Document Number of Pages Document Date: h/p Of Title or type of docu Additional information Capacity Claimed by Signer(s) a Individual(s) ^t^Corporate Officer &' (Vfvw&A HQUJ srfyj\ (]tidvu$. o Partner a Attorney-in-Fact a Trustee(s) a Other EXHIBIT "A" SCOPE OF SERVICES Contractor will provide qualified, 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 3G> 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 $12-$20/hour $14-$25/hour $14-$25/hour $12-$25/hour $14-$25/hour Markup Rate 40% 40% 40% 40% 40% 12 City Attorney Approved Version #04.01.02 AGREEMENT FOR TEMPORARY STAFFING SERVICES North Woods Lucky Stars, Inc. dba Sedona Staffing Services THIS AGREEMENT is made and entered into as of the <££, day of , 201 1 , by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and North Woods Lucky Stars, Inc., a California corporation dba Sedona Staffing 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. 0. 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 Seventy Five Thousand dollars ($75,000) per Agreement year. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed Seventy Five Thousand dollars ($75,000) and shall include all fees and other compensation of both Contractor, and temporary personnel assigned to fulfill the City assignment (temporary personnel hereinafter referred to as the "Contract Worker"), combined as further stated in Section 6 below and as 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 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. 3: 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work describe herein caused in whole or in part by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly of 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 3*1 limits of $1,000,000 per accident for bodily injury. Workers' Compensation and Employer's Liability insurance will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on General Liability. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 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 35 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 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 Naomi Olson Title President Department Address 2792 Gateway Road Carlsbad, CA Phone No. 760-431-1705 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 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. 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. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq.. the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor 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 nor 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) CONTRACTOR *Bv: /l0UT?}Us x~ n/to (sign here) (print name/title) (e-mail address) (sign here) (print name/title) (e-mail address) - ro/n CITY OF CARLSBAD, a municipal corporation of the State of California By; Mayor ATTEST: ^ssa£>, ^OV\uR^.--..-f,'c (Remainder of Page Intentionally Left Blank) 'Llo 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: RONA( By: Assistant/Bepoty City Attorney CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of Date "*" personally appeared before me, Qist>^ Here Insert Name and Title of the Officer A N&4*/lH Q.£ fl* ,) ) __ J * Name{s) of Signer(s) ) KAREN MEDEIROS-HAM8ERG Commission # 1757527 Notary Public • California San Diego County My Comm. Expires JJ16.2011 1 Ii who proved to me on the basis of satisfactory evidence to be the person(s) whose name^ is/are subscribed to the within instrument and acknowledged ,to me that he/she/they executed the same in fKs/her/thVir authorized capacity^), and that by hi^/her/ttW^ signature^ on the instrument the persorifs), or the entity upon behalf of which the person^) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS Place Notary Seal Above OPTIONAL 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 this form to another document. Description of Attached Document Title or Type of Document: Document Date: Q Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name/Vl &.O/V} ( Q JC D Individual Corporate Officer — Title(s): Partner — D Limited D General Attorney in Fact Trustee Guardian or Conservator RIGHT THUMBPRINT OF SIGNER Top of thumb here D Other:. Signer Is Representing:. 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: RIGHT THUMBPRINT OF SIGNER Top of thumb here ©2007 National Notary Association • 9350 De Soto Ave., P.O. Box 2402 -Chatsworth, CA 91313-2402 • www.NationalNotary.org Item #5907 Reorder: Call Toll-Free 1-800-876-6827 RESOLUTION TO AUTHORIZE CONTRACT RESOLVED, that the President of this Corporation be hereby authorized and empowered to enter into a contract with the CITY OF CARLSBAD, a municipal corporation in the name of and on behalf of this Corporation, for the purpose of providing professional staffing services and all upon such terms and conditions as are set forth in an agreement between the parties as annexed hereto. The undersigned hereby certifies that she is the duly elected and qualified Secretary and the custodian of the books and records and seal of North Woods Lucky Stars. Inc., a California corporation, dba Sedona Staffing Services, duly formed pursuant to the laws of the State of California and that the foregoing is a true record of a resolution duly adopted at a meeting of the Board of Directors, and that said meeting was held in accordance with state law and the Bylaws of the above-named Corporation on March 8, 2011, and that said resolution is now in full force and effect without modification or rescission. Naomi Olson .Secretary AGREEMENT FORTEMPORARY STAFFING SERVICES TEG Staffing, Inc. THIS AGREEMENT is made and entered into as of the 33. day of March 2011, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and TEG Staffing, Inc., a California 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 Seventy Five Thousand dollars ($75,000) 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 Seventy Five Thousand dollars ($75,000) and shall include all fees and other compensation of both Contractor, and temporary personnel assigned to fulfill the City assignment (temporary personnel hereinafter referred to as the "Contract Worker"), combined as further stated in Section 6 below and as outlined in Exhibit "A" attached hereto and incorporated herein. In the event that the total fee for Services is anticipated to exceed $75,000, the parties shall meet to discuss expansion of the total fee prior to Contractor temporary personnel working additional hours. 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 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. 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 attorneys fees arising out of the performance of the work describe herein caused in whole or in part by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly of 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 City Attorney Approved Version #04.01 .02 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. 1 0.3 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 City Attorney Approved Version #04.01 .02 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 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 Nanci Porter Title President Department TEG Staffing, Inc. Address Phone No. 2355 Northside Drive San Diego, CA92108 619-260-2100 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST City will evaluate Contractor's duties pursuant to this Agreement to determine whether disclosure under the Political Reform Act and City's Conflict of Interest Code is required of Contractor or any of Contractor's employees, agents, or subcontractors. Should it be determined that disclosure is required, Contractor or Contractor's affected employees, agents, or subcontractors will complete and file with the City Clerk those schedules specified by City and contained in the Statement of Economic Interests Form 700. City Attorney Approved Version #04.01.02 Contractor, for Contractor and on behalf of Contractor's agents, employees, subcontractors and consultants warrants that by execution of this Agreement , that they have no interest, present or contemplated, in the projects affected by this Agreement. Contractor further warrants that neither Contractor, nor Contractor's agents, employees, subcontractors and consultants have any ancillary real property, business interests or income that will be affected by this Agreement or, alternatively, that Contractor will file with the City an affidavit disclosing this interest. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants that the services required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to offer 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 non performance 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 Attorney Approved Version #04.01 .02 City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq.. the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor 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 City Attorney Approved Version #04.01.02 60 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 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 Jtfa'nci Porter/President (print name/title) Nanci.Porter@eastridgeit.com (e-mail address) *By: (sfgn here (print name/title) (e-mail address) CITY OF CARLSBAD, a municipal corporation of the State of California ATTEST: O5RRAIKIE M. WOOD City Clerk xMl"'///,*+ n A _ * / (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 officer(s) signing to bind the corporation. APPROVED AS TO FORM: >rty Attorney City Attorney City Attorney Approved Version #04.01.02 10 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 State of California County of «**** On Date personally appeared (ftA0f! before me, Mjf- Here Insert mme and Title of the Officer Nanti ?<?rt-e<r Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose namejs) >s^are subscribed to the within instrument and acknowledged to me that Jao/sbe/they executed the same in -tiic/hor/their authorized capacityjies], and that by &s/ber/their. signature's), on the instrument the person(s), or the entity upon behalf of which the person(s)] acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Place Notary Seal Above Signature: OPTIONAL Signature of Notary .Eoblic 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 this form to another document. Description of Attached Document Title or Type of Document: iTA?/fW J<2rY(£&r /£"<? Document Date:>f/c2Qfl Number of Pages:is- Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: £• Mftrk- ~HfaH-frU/L [^Corporate Officer — Title(s): C0s-p.t D Individual D Partner — D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator H Other: Signer Is Representing: Stn-ffmq , Inc.. RIGHT THUMBPRTT OF SIGNER Top of thumb here Signer's Name: /VflflC-f 0|Corporate Officer — Title(s): G Individual D Partner — D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator D Other: RIGHT THUMBPRINTOF SIGNER Top of thumb here Signer Is Representing: "TEG ©2010 National Notary Association • NationalNotary.org • 1-800-US NOTARY (1-800-876-6827)Item #5907 EXHIBIT "A" SCOPE OF SERVICES Contractor will provide qualified, 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. 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 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. For clerical, accounting, human resources and maintenance positions, 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. For technical positions, 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 one thousand and forty (1040) hours. For Contract Worker's who complete between zero (0) and one thousand and forty (1040) 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 Hourly Pay Rate Range $10-$22/hour $17-$75/hour $12-$32/hour $12-$25/hour Markup Rate 34% 50% 34% 50% City Attorney Approved Version #04.01.02 12 HUMAN RESOURCES MAINTENANCE Over $25/hour $9.50-$15/hour 55% 34% 13 City Attorney Approved Version #04.01.02 Lisa Mil dabrand All Receive-Agenda Item #••__ For the Information of the: From: Sent: To: Subject: Julie Clark Monday, March 21, 2011 12:50 PM Lisa Hildabrand Agenda Bill - Temporary Agency Contracts AsstCM CAJ^CC Date ^^( City Manager Hi Lisa, In response to your voicemail regarding this agenda bill, the dollar amount has been reduced because we have really discouraged the use of temporary employees. They now are subject to the same 1000 hour restriction as hourly employees and they come with a significant mark-up. Based on current usage we are very comfortable reducing the amount of these contracts. 3/ai/MDate:_ Distribution: City Clerk Asst. City Ctefk Deputy Clerk Book CITY OF . ^CARLSBAD Memorandum M arch 22, 2011 www.carlsbadca.gov To: From: Re: Mayor and City Council City Manager i {j> City Council Agenda Item No. 5 - Temporary Employment Agency Contracts The attached Exhibit A -Scope of Services was inadvertently left off of Exhibit 4 (Sedona Staffing Services Contract) to the Temporary Staffing Employment Agency agenda bill. Please let me know if you have any questions about the information. Attachment Cc: City Attorney City Clerk LH/src Date: Distribution: ' City Clerk Asst. City Clerk Deputy Clerk Book City Hall 1200 Carlsbad Village Drive I Carlsbad, CA 92008 I 760-434-2820 I 760-720-9461 fax EXHIBIT "A" SCOPE OF SERVICES Contractor will provide qualified, 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. 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. 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 MAINTENANCE Hourly Pay Rate Range $10-$22/hour $17-$75/hour $12-$32/hour $12-$25/hour $15-$25/hour $9.50-$15/hour Markup Rate 40% 40% 40% 40% 40% 42%