HomeMy WebLinkAboutAGMT - Robert Half Int'l Inc (Temporary Administrative Support Services)TIJ t^.� 1_G 1: i5=ri
PROFESSIONAL SERVICES AGREEMENT
for
Temporary Administrative Support Services
between
City of Seal Beach
211 - 8th Street
Seal Beach, CA 90740
0
Robert Half International, Inc.
970 West 190th St., Suite
400, Torrance, CA 90502
(800)804-8367
This Professional Service Agreement ("the Agreement') is made as of April ;27, 2020
(the "Effective Date"), by and between Robert Half International Inc. doing jbusiness
through its division OfficeTeam ("Consultant'), and the City of Seal Beach ("City"), a
California charter city, (collectively, "the Parties").
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RECITALS
A. City desires certain temporary administrative support staff services
B. Pursuant to the authority provided by its City Charter and Seal Beach
Municipal Code § 3.20.025(C), City desires to engage Consultant to provide
professional administrative, support staff services in the manner set 'forth
herein and more fully described in Section 1.0.
C. Consultant represents that employees of its firm are fully qualified to
perform the services contemplated by this Agreement in a good and
professional manner; and it desires to perform such services as provided
herein.
NOW THEREFORE, in consideration of the Parties' performance of the
promises, covenants, and conditions stated herein, the Parties hereto agree
as follows.
AGREEMENT
1.0 Scope of Services
1.1. Consultant shall provide those services (collectively "Service's") set
forth in the scope of services attached hereto as Exhibit A and incorporated
herein by this reference. To the extent that there is any conflict between Exhibit A
and this Agreement, this Agreement shall control.
1.2. Consultant shall perform all Services under this Agreement in
accordance with the standard of care generally exercised by the temporary
staffing industry under similar circumstances and in a manner reasonably
satisfactory to City.
1.3. In performing this Agreement, Consultant shall comply with all
applicable provisions of federal, state, and local law.
1.4. As a material inducement to City to enter into this Agreement,
Consultant hereby represents that it has the experience necessary to undertake
the Services to be provided. In light of such status and experience, Consultant
hereby covenants that it shall follow the customary professional standards in
performing all Services. The City relies upon the skill of Consultant; and
Consultants staff, if any, :to do and perform, the Services in a skillful, competent,
and professional. manner, and Consultant and Consultant's staff, shall perform
the Services in such manner. Consultant shall, at all times, meet or exceed any
and all applicable professional, standards of care. The acceptance of Consultant's
workby the City shall not operate as a release of Consultant from such standard
of.care and workmanship.
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1.5. Consultant will not be compensated for any work performed not
specified in the Scope of Services unless the City authorizes such work in
advance and in writing. The City Manager may authorize extra work to fund
unforeseen conditions up to the amount approved at the time of award by the
City Council. Payment for additional work in excess of this amount requires prior
City Council authorization.
2.0 Term
2.1,. The term of this Agreement shall commence on April 27, 2020, shall
address all expenses incurred retroactively up to November 1, 2019, and shall
remain ;in full force and effect until April 20, 2021, unless sooner terminated as
provided in Section 5.0 ;of this Agreement.
3.0 Consultant's Compensation
3.1. City will pay .Consultant in accordance with the hourly bill rates
shown on the fee schedule set'forth in Exhibit A for the Services but in no event
will the City pay more than the total not -to -exceed amount of $80,000.00 (eighty
thousand dollars) ("Not -to -Exceed Amount") for the Original 'Term.
Notwithstanding anything to the contrary in this. Agreement, Consultant may at
any time, in its sole discretion, discontinue performance of the services once the
Not -to -Exceed Amount has been attained (even if Consultant continued to
provide services after the Not -to -Exceed Amount was reached).
Consultant will not be compensated: for any work performed not specified in the Scope of
Services unless the City authorizessuch work in advance and in writing. The City Manager
may authorize extra work to fund. unforeseen conditions up to the amount approved at the
time of award by the, City Council. Payment for additional work in excess of this amount
requires prior City Council authorization. Any additional'work authorized by the City Council
pursuant to this Section will be compensated in accordance with the fee schedule set forth
in Exhibit A. Hourly rates for all assignments will be mutually negotiated and agreed upon in
writing on a case-by-case basis before the assignment starts. Consultant's employees will
present a time<sheet or an electronic time: record to City for verification and approval at the
end of each week: If applicable, overtime will be billed at 1.50 times the normal hourly billing
rate. Federal law defines overtime as hours in excess of 40 hours per week, state laws vary.
if state law requires double time pay, the double time hours willt be billed at 2.00 times the
normal hourlybilling rate. Following at least thirty (30) days advance written notice to City,
Consultant,mayincrease its hourly,billing rates to reflect increases in its cost of employing its
workers due togovernmental or regulatory -changes (e.g., costs associated with higher
minimum wages,for workers or increases in taxes, benefits or other costs that may result
from,any applicable government authority or action). Any increase in Consultant rates will be
prospective; starting as of the effective date Consultant specifies in the notice. City shall
have the right to immediately terminate the assignment if it does not approve of the rate
increase.
3.2 In the event City wishes to convert any of Consultant's employees to be
City employees, City agrees to pay a conversion fee in accordance with this section. The
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conversion fee will equal to 25% of the. Consultant's employees aggregate annual
compensation, including bonuses. The conversion fee is payable if City hires the Consultant
employee, regardless of the job classification, on either a full-time, temporary (including
temporary assignments through another agency) or consulting basis within twelve months
after the last day of the assignment.
4.0 Method of Payment
4.1. Consultant shall submit to City weekly invoices for all Services
rendered pursuant to this Agreement. Such invoices shall be submitted after the
end -of the week during which the. Services were rendered and shall describe in
detail the Services rendered during the period, the days worked, number of -hours
worked, and the hourly rates charged. City will pay Consultant within 30 days of
receiving Consultant's invoice. City will not withhold any applicable federal or
state payroll and other required taxes, or other authorized deductions from
payments made to Consultant.
4.2. Upon 24 -hours' notice from City, Consultant shall allow City or
City's agents or representatives to inspect at Consultant's offices during
reasonable business hours all records, invoices;, time cards, cost control sheets
and other billing records maintained by Consultant in connection with this
Agreement. City's rights under this Section 4.2 shall survive for four (4) years
following the termination of this Agreement. Consultant shall maintain all time
sheets, invoices, payroll records and other billing records relating to this
Agreement for a minimum of four (4) calendar years following the termination or
expiration of this Agreement.
5.0 Termination
5.1. This Agreement may be terminated by either party, without cause,
upon giving the other party written notice thereof not less than 30 days prior to
the date of termination.
5.2. This Agreement may be terminated by City upon 10 days' notice to
Consultant if Consultant fails to provide "satisfactory evidence of renewal or
replacement of comprehensive general liability insurance as required by this
Agreement at least 20 days before the expiration date of'the previous policy.
6.0 Party Representatives
6.1. The City Manager is the City's representative for purposes of this
Agreement.
6.2. Jennifer Zweig, Regional Vice President, is the Consultant's
primary ,representative for purposes of this Agreement. Ms. Zwieg shall be
responsible during the term of this Agreement for directing all activities of
Consultant. Consultant may not change its representative without the prior written
approval of City, which approval shall not be unreasonably withheld.
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7.0 Notices
7.1. All notices permitted or required under this Agreement shall be
deemed made when personally; delivered or when mailed 48 hours after deposit
in the United States Mail, first class postage prepaid and addressed to the party
at the following addresses:
To City: City of Seal Beach
211 -8th Street
Seal Beach, California 90740 Attn:
Jill Ingram, City Manager
To Consultant: Office Team
100 Oceangate, Suite 400
Long Beach, CA 90802
Attn: Jennifer Zweig, Regional Vice President
With a copy to: Robert Half International Inc.
2613 Camino Ramon,
San Ramon, CA 94583,
Attn: Client Contracts Department.
7.2. Actual notice shall be deemed adequate notice on the date actual
notice occurred, regardlesslof the method of service.
8.0 Independent Contractor
8.1. Consultant andthe individuals Consultant assigns to work on City
assignments hereunder shall not be deemed an employee of the City. Consultant
is an independent contractor. All work or other Services provided pursuant,to this
Agreement shall be performed by Consultant or by Consultant's employees, and
Consultant and all of Consultant's personnel shall possess the applicable
qualifications, permits, and licenses required by State and local law to perform
such Services, including, without limitation, a City of Seal Beach business license
as required by the Seal Beach Municipal Code. Consultant shall be responsible
for the satisfactory work performance of all personnel engaged in performing the
Services under City's direction, and compliance with the customary temporary
staffing professional standards.
8.2 All of Consultant's employees and other personnel performing any
of the Services under this Agreement on behalf of Consultant shall also Inot be
employees of City. Consultant and Consultant's personnel shall not supervise
any of City's employees. Consultant's personnel shall not wear or display any
City uniform, badge, identification number, or other information identifying such
individual as an employee of City; and Consultant's personnel shall not use any
City e-mail, address or City telephone number in the performance of any of the
Services under this Agreement.
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8.3 City shall supervise Consultant's employees providing services to
City in generally the same manner as it supervises its own employees. City shall
not permit or require Consultant's employees (i) to perform services outside of
the scope of, his or her assignment; cl
(ii) to sign contracts or statements (inuding
SEC documents); (iii) to make any management decisions; (iv) to make any final
decisions regarding system design, software development or the acquisition of
hardware or -software; (v) to sign, endorse, wire, transport or otherwise convey
cash, securities, checks, or any negotiable instruments or valuables; (vi) to
perform services remotely (e.g., on premises other than City's or City's
customer's premises); or to use computers, or other electronic devices, software
or network equipment owned or. licensed by Consultant's employees; (vii) to
operate machinery (other than office machines) or automotive equipment. If City
requires Consultant to ;perform background checks or other placement
screenings of. Consultant's employees, City agrees to notify Consultant prior to
the start of services under this Agreement. Consultant will conduct such checks
or screenings only if they are described in a signed, written amendment;to this
Agreement. If City requests a copy of the results of any checks conducted on
Consultant's employees; City agrees to keep such results strictly confidential and
to use such results in accordance with applicable laws and solely for employment
purposes.
8A. Consultant shall be responsible for and pay all wages, salaries,
benefits and other amounts due to Consultant's personnel in connection with their
performance of any Services under this Agreement and as required by law.
Consultant shall be responsible for all reports and obligations respecting such
additional personnel; including; but not limited to: Social Security taxes; other
retirement or pension benefits, income tax withholding, unemployment insurance,
disability insurance, and workers' compensation insurance. Notwithstanding any
other agency, State, or federal policy, rule, regulation, statute or ordinance to the
contrary, Consultant and any of its officers, employees, agents, and
subcontractors providing any of the Services under this Agreement shall not
become entitled to; and herebywaive any claims to, any wages, salaries,
compensation, benefit or any incident of employment by City, including but not
limited to, eligibility to enroll in, or reinstate to membership in, the CaliforniaiPublic
Employees Retirement System ("PERS') as an employee of City, and entitlement
to any contribution to be paid by City for employer contributions or employee
contributions for PERS benefits.
8.5. Consultant shall indemnity and hold harmless City and its elected
officials, officers, employees, ; and agents serving as independent contractors in
the role of City officials, from any and all liability, damages, claims, costs and
expenses. of any nature to the extent directly arising from, Consultant's personnel
practices, negligent acts or omissions, or to the extent arising from, caused' by or
relating to the violation of any of the provisions of this Section 8.0. This duty of
indemnification is in addition to Consultant's duty to defend, indemnify and hold
harmless as set forth in any other provision of this Agreement. Notwithstanding
anything to the contrary in this Agreement, Consultant shall not be liablejfor, or
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have any duty of indemnification to the extent arising out of the negligent acts or
omissions of City and its elected officials, officers, employees.
9.0 PERS Compliance and Indemnification
9.1 General Requirements. The Parties acknowledge that City is,a local
agency member of PERS, and as such has certain pension reporting and
contribution obligations to PERS on behalf of qualifying employees. Consultant
agrees that, in providing its employees and any other personnel to City to perform
any work or other Services under this Agreement, Consultant shall assure
compliance with the Public Employees' Retirement Law, commencing at
Government Code § 20000, the regulations of PERS, and the Public Employees'
Pension Reform Act of 2013, as amended. Without limitation to the foregoing,
Consultant shall assure compliance with regard to personnel who have active or
inactive membership in PERS and to those who are retired annuitants and in
performing this Agreement shallnot assign or utilize any of its personnel in a
manner that will cause City to, be in violation of the applicable retirement laws and
regulations.
9.2. Indemnification. Consultant shall defend (with legal counsel
approved by City, whos&approval shall.not be unreasonably withheld), indemnify
and hold harmless City, and its City and its elected officials, officers, employees, ,
and agents serving as independent contractors in the role of City officials, from
any and all liability, damages, claims, costs and expenses of any nature; to the
extent arising from, caused by, or relating to Consultant's violation of any
provisions of this Section 9.0. This duty of indemnification is in addition to
Consultant's duty to defend, indemnify and hold harmless as set forth in any other
provision of this Agreement.
10.0 Confidentiality
Consultant covenants that all data, documents, discussion, or other information
developed or received by Consultant or provided for performance of this
Agreement are deemed confidential and shall not be disclosed by Consultant
without prior written authorization by City. City shall grant such authorization if
applicable law requires disclosure -All City data shall be returned to City upon the
termination of this Agreement., Consultant's .covenant under this Section shall
survive the termination of this Agreement. Subject to applicable laws, City agrees
to hold in confidence the Consultant's employee's legally protected personal
information, and City agrees to implement and maintain reasonable security
procedures and practices to protect such information from unauthorized access,
use, modification or disclosure.
11.0 Subcontractors
No portion of this Agreement shall be subcontracted without the prior written
approval of the City. Consultant is fully responsible to City for the performance of
any and all subcontractors.
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12.0 Assignment
Consultant shall not assign or transfer any interest in this Agreement whether by
assignment or novation, without the prior written consent of City. Any purported
assignment without such consent shalt be void and without effect.
93.0 Inspection and Audit of Records
Consultant shall maintain complete and accurate :records with respect to all
Services and other matters covered under this Agreement, including but
expressly not limited to, all Services performed, salaries, wages, invoices, time
cards, cost control sheets, costs, expenses, receipts and other records with
respect to this Agreement. Consultant shall maintain adequate records on the
Services provided in sufficient detail to permit an evaluation of all Services in
connection therewith. All such records shall be clearly identified and readily
accessible, unless made confidential under laws applicable to California; public
agencies. At all times during regular business hours, Consultant shall provide City
with free access to such records, and the right to examine and audit the same
and to make copies and transcripts as City deems necessary, and shall allow
inspection of all program data, information, documents, proceedings and activities
related to invoicing and all other non -confidential matters related to the
performance of the Services under this Agreement. Consultant shall retain all
financial and program service records and all other records related to the
Services and performance of this Agreement for at least four (4) years after
expiration, termination or final payment under this Agreement, whichever occurs
later. City's rights under this Section 13.0 shall survive for (4) years after
expiration, termination or final payment under this Agreement, whichever occurs
later.
14.0 Safety Requirements
All work performed under'this Agreement,;shall be performed in such a manner as
to provide safety to the public and to meet or exceed the safety standards outlined
by CAL OSHA. The City may issue restraint or cease and desist orders to
Consultant when unsafe or harmful acts are observed or reported relative to the
performance of the Services. City shall maintain the work sites free of hazards to
persons and property resulting from its operations. Consultant shall immediately
report to the City any hazardous condition noted by Contractor.
15.0 Insurance
15`.1. Consultant shall not commence work under this Agreement) until it
has provided evidence satisfactory to the City that Consultant has secured all
insurance required under this Section. Consultant shall furnish City with original
certificates of insurance and endorsements effecting coverage required by this
Agreement on forms satisfactory to the :City. The certificates and endorsements
for each insurance policy shall be signed by a person authorized by that insurer to
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bind coverage on its behalf, and shall be on forms provided by the :City if
requested. All certificates and endorsements shall be received and approved by
the City before work commences.
Consultant shall, atits.expense, procure and maintain for the duration of
the Agreement, insurance against claims for injuries to persons or damages to
property that may arise from or in connection with the performance of this
Agreement as follows. Insurance is to be placed with insurers with a current
A.M. Best's rating no less.than A -:VII, licensed to do business in California, and
satisfactory to the City. Coverage shall be at least as broad as the latest version
of the following: (1) GeneralLiability; Insurance Services Office Commercial
General Liability coverage (occurrence form CG 0001); (2) Automobile Liability:
Insurance Services Office Business Auto Coverage form number CA :0001,
code 1 (any auto); (3) Workers' Compensation and Employer's Liability
coverages;' and (4) if required by the City, Professional Liability coverage (or
Errors and Omissions coverage). Consultant shall maintain limits no less than:
(1) General Liability: $2,000;000 per occurrence for bodily injury, personal injury
and property damage and if Commercial General Liability Insurance or, other
form with a general aggregate limit is used, either the general aggregate limit
shall apply separately to this Agreement/location or the general aggregate limit
shall beawice the required occurrence limit; (2) Automobile Liability: $1,000,000
per accident for bodily injuryand property damage; (3) Workers' Compensation
in the amount required by law and Employer's Liability: $1,000,000 per
accident and in the aggregate, for bodily injury or disease; and (4) Professional
Liability (or Errors and Omissions:. Liability; as appropriate): $1,000,000 per
claim/aggregate, and if a "claims made" policy is provided, then the policy shall
be endorsed to provide an extended reporting period of:not .less than three years.
15.2. The insurance .policies shall contain the following provisions, or
Consultant shall provide, endorsements on forms supplied or approved by the
City to state: (1) coverage;shall not be.suspended, voided, reduced or canceled
except after 30 days prior written notice, has been given to the City; (2) any
failure to comply with reporting or other provisions of the policies, including
breaches of warranties, shall. not affect coverage provided to the City, its
directors, officials, officers, (3)' coverage shall be primary insurance as respects
the City; its directors, officials, officers, employees, agents and volunteers, or if
excess, shall stand in an unbroken chain of coverage excess of the Consultant's
scheduled underlying coverage and that any insurance or self-insurance
maintained by the City, its directors, officials, officers, employees, and agents
shall be excess of the. Consultant's' insurance and shall not be called upon to
contribute with it; (4) for general liability insurance, that the City, its directors,
officials, officers, employees, and agents shall be covered as additional insureds
with respect to the services or operations performed by or on behalf :of the
Consultant; including materials, parts or equipment furnished in connection with
such work; and (5) for automobile liability, that the City, its directors, officials,
officers, employees, and agents shall be covered as additional insureds with
respect to the ownership, operation, maintenance, use, loading or unloading of
any auto owned, leased, hired or borrowed by the Consultant or for which the
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Consultant is responsible.
15.3. All insurance required by this Section shall contain standard
separation of insureds provisions and shall not contain any special limitations on
the scope of protection afforded to the City, its directors, officials, officers,
employees, and agents.
15A. Any deductibles or self-insured retentions shall be declared to and
approved by the City. Consultant guarantees that; at the option of the City, either.
(1) the insurer shall reduce or eliminate such, deductibles or self-insured
retentions as respects the City, its directors, officials, officers, employees,
agents, and volunteers; or (2) the Consultanfrshall procure a bond guaranteeing
payment of losses and related investigation costs, claims and administrative and
defense expenses.
16.0 Indemnification, Hold Harmless, and Duty to Defend
Consultant and the City agree that the City, its elected officials, officers,
attorneys, agents, employees, successors, assigns and those City agents serving
as independent contractors in the role of City. officials (collectively "Indemnitees"
in this Section 16.0) should, to the fullest extent permitted by law, be fully
protected from any loss, injury, damage, claim, liability, lawsuit, cost, expense,
reasonable attorneys' fees, litigation costs, defense costs, court costs and/or any
other cost arising out of performance of this Agreement Accordingly, the
provisions of this indemnity provision are intended by the Parties to be
interpreted and construed to provide the fullest protection possible under the law
to the City and all other Indemnitees. Consultant acknowledges that the City
would not have entered into this Agreement in the absence of the commitment of
Consultant to indemnify and protect the City and the other Indemnitees, as set
forth in this Agreement.
Indemnity. To the fullest extent permitted by law, the Consultant shall, at its sole
cost and expense, protect, defend, hold harmless and indemnify the City, its
elected officials, officers, attorneys, agents, employees, successors, assigns and
those City agents serving as independent contractors in the role of City officials
(collectively ''Indemnitees" in this Section 16.0) from and against any and all
damages, costs, expenses, liabilities, claims, demands, causes of action,
proceedings, judgments, penalties, liens and losses of any nature whatsoever,
including fees of accountants, attorneys and other professionals, and all costs
associated therewith, and the payment of all consequential damages (collectively
"Claims"), in law or equity, whether actual, alleged or threatened, which arise out
of, the negligent acts or omissions, or willful misconduct, of the Consultant,
and/or its officers, agents, servants, employees, subcontractors, materialmen,
suppliers, or contractors, or their officers, agents, servants or employees (or any
entity or individual thafthe Consultant shall bear the legal liability thereof)iin the
performance of this Agreement, except for Claims arising from the negligence or
willful misconduct of Indemnitees, as determined by final arbitration on court
decision or by the agreement of the Parties. The Consultant shall defend the
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Indemnitees in any action or actions filed in connection with any Claims, and
shall pay all costs and expenses, including all reasonable attorneys' fees and
experts' costs actually incurred in connection with such defense. Consultant shall
control the investigation and defense of any Claim and engage counsel of its
choice to defend any Claim at Consultant's expense. If City elects to, City may, at
its own expense, retain its own counsel to ensure its rights are protected.
Notwithstanding anything to the contrary in this Agreement, Consultant shall not
.be liable for, or have any duty of indemnification with respect to any negligent
acts or omissions of Indemnitees.
16.1. Subcontractor Indemnification. Consultant shall obtain executed
indemnity agreements with provisions identical to those in this Section 16.0 from
each and every subcontractor or any other person or entity involved by, for, with
or on behalf of Consultant in the performance of this Agreement. If Consultant
fails to obtain such indemnities, Consultant shall be fully responsible and
indemnify; hold harmless and defend the Indemnitees from and against any and
all Claims in law or equity, whether actual, alleged or threatened, which arise out
of, are claimed to arise out of, pertain to, or relate to the negligent acts or
omissions of Consultant's subcontractor, its officers, agents, servants,
employees, subcontractors, materialmen, contractors or their officers, agents,
servants or employees (or any entity or individual that Consultant's subcontractor
shall bear the legal liability thereof) in the performance of this Agreement, except
for Claims or arising ,from the negligence or willful misconduct of the
Indemnitees, as determined by final arbitration or court decision or by the
agreement of the Parties:
16:2. The obligations of Consultant under this or any other provision of
this Agreement shall not be limited by, the provisions of any workers'
compensation act or similar act. Consultant's indemnity obligation set forth•in this
Section 16.0 shall not be limited by the limits of any policies of insurance required
or provided by Consultant pursuant to this Agreement.
16.3. Consultant's covenants under this Section 16.0 shall survive the
expiration or termination of this Agreement.
17.0 Equal Opportunity
Consultant affirmatively represents that it is an equal opportunity employer.
Consultant shall not discriminate against any subcontractor, employee, or
applicant for employment because of race, religion, color, national 'origin,
handicap, ancestry, sex, sexual orientation, or age. Such non-discrimination
includes, but is, not limited to, all activities related to initial employment,
upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or
termination.
18.0 Labor Certification
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By its signature hereunder, Consultant certifies that it is aware of the provisions
of Section 3700 of the California Labor Code that require every employer: to be
insured against liability for Workers' Compensation or to undertake self-insurance
in accordance: with the provisions of that Code, and agrees to comply with such
provisions before commencing the performance of the Services.
19.0 Entire Agreement
This Agreement contains the entire agreement of the Parties with respect to the
subject matter hereof, and supersedes all prior negotiations, understandings, or
agreements. This Agreement may only be modified by a writing signed by both
Parties. This Agreement is only applicable to, and the only Robert Half
International Inc. branch and division(s) obligated under this Agreement are, the
OfficeTeam division(s) of`the branch office located at 970 W 190th St., Suite 400,
Torrance, CA 90502.
20.0 Severability
The invalidity in whole or in part of any provisions of this Agreement shall not void
or affecf,the validity of the other provisions of this Agreement.
21.0 Governing Law
This.Agreement shall be governed by and construed in accordance with the laws
of the State of California.
22.0 No Third Party Rights
No third party shall be deemed to have any rights hereunder against either party
as a result of this Agreement.
23.0 Waiver
No waiver of any default shall constitute a waiver of any other default or breach,
whether of the same orothercovenant or condition. No waiver, benefit, privilege,
or service voluntarily given or performed by'a party shall give the other party any
contractual rights by custom, estoppel, or otherwise.
24.0 Prohibited Interests; Conflict of Interest
24.1. Consultant covenants that it presently has no interest and shall not
acquire any interest, direct or indirect, which may be affected by the Services, or
which would conflict in any manner with the performance of the Services.
Consultant further covenants that, in performance of this Agreement, no person
having any such interest.shall be employed by it. Furthermore, Consultant shall
avoid the appearance of having any interest, which would conflict in any manner
with the performance of the Services. Consultant shall not accept any
employment or representation during the term of. this Agreement which is or may
likely make Consultant "financially interested" (as provided in California
Government Code §§ 1090 and 87100) in any decision made by City on any
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matter in connection with which Consultant has been retained.
24.2. Consultant further warrants and maintains that it has not employed
or retained any person or entity, other than a bona fide employee working
exclusively for Consultant, to solicit or obtain this Agreement. Nor has Consultant
paid or agreed to pay any person or entity, other than a bona fide employee
working exclusively for Consultant, any fee, commission, gift, percentage, or any
other consideration contingent upon the execution of this Agreement. Upon any
breachor violation of this warranty, City shall have the right, at its sole and
absolute discretion, to terminate this Agreement without further liability, or to
deduct from any sumspayable to Consultant hereunder the full amount or value
of any such fee, commission, percentage or gift.
24.3. Consultant warrants and maintains that it has no knowledge that
any officer or employee of City has any interest, whether contractual, non -
contractual, financial, proprietary,, or otherwise, in this transaction or in the
business of Consultant, and that if any such interest comes to the knowledge of
Consultant at any time, during the term of this Agreement, Consultant shall
immediately make a complete, written disclosure of such interest to City, even if
such interest would not be deemed a prohibited "conflict of interest" under
applicable laws as described in this subsection
25:0 Attorneys' Fees
If either party commences an action against the other party, either- legal,
administrative or otherwise, arising out of or in connection with this Agreement,
the prevailing party in such litigation shall be entitled to have and recover from the
losing party all of its reasonable attorneys' fees and other costs incurred in
connection therewith.
26.0 Exhibits
All exhibits referenced in this Agreement are hereby incorporated into the
Agreement as if set forth in full herein. In the event of any material discrepancy
between the terms of any exhibit so incorporated and the terms of this
Agreement, the terms of this Agreement shall control. _
27.0 Corporate Authority
The person executing this Agreement on behalf of Consultant warrants that he or
she is duly authorized to..execute this Agreement on behalf of said party and that
by'his or her execution, the Consultant is formally bound to the provisions of this
Agreement.
IN WITNESS WHEREOF, the Parties hereto, through their respective authorized
representatives have executed this Agreement as of the date and year first
above written
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CITY OF SEAL BEACH CONSULTANT: Robert Half
Internation I, Inc.,
f R.Ingram,CityManag_ Name: Jennifer Zweig
Its: Prp.,6d6nt
Attest: r , By:
Na Eve tC- t2
x. �•
By: .1�. . Sao
Uut
Approved,as to.Form: 9g
NG-
By:
`aig . Steele, City Attorney
;(Please note, two signatures required
jor corporations pursuant to California
Corporations Code Sectjon 313 from
each of the following categories:' (i) the
chairperson of the board, the president
or any vice president; and (ii) the
secretary, any assistant secretary, the
chief financial officer or any assistant
treasurer of such corporation.)
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EXHIBIT A
Consultant's Proposal
STATEMENT OF WORK
This Statement of Work ("SOW"), effective.as of. April 21, 2020 , is entered into by and between the City of, Seal Beach
("Client") and Robert Half International Inc.; through its division OfficeTeam ("Office-feam").
i. Scope of Engagement. OfficeTeam will assign one or more individual(s) to Client to assist Client with its completion of the
following:
Office -ream will assign individual(s)-to Client to assist Client with its completion of the following: To provide administrative
support services as required.
Assigned individuals. Office -ream will assign the following individual(s) (each an "Assigned Individual") to Client for this
engagement:
Narneof Assignedjocfivii
Hourly Bill Rate--
Estimated Start Date
Estimated End Date -
Darcelle Bradley
$35-95
7/30/2019
3(1612020
Victoria Tegeler
Sz9.06
613012019
311612o2o
3. Contact Information.
-Client 'Representative-- — - ---------
OfficeTeam'Representative
Name: Nancy-Ralsten -
Name: Dominique Ma
E-mail nral5ten@sealbeachca.gov
E -Mail: dominique.ma roberthalf.com
Phone: 562-431-2527
Phone: 562-436-0527
Address: 211 8th Street, Seal Beach, CA g074o
Address: §70 W 190th St, Suite 400, Torrance, CA 90502
4. General Conditions of Engagement OfficeTeam assigns the: Assigned Individual(s) to Client pursuant to the Professional
Services Agreements dated April 27, zozo ("PSA") and the Off iceTeam'General Conditions of Assignment and Terms of
Payment ("T&C's") for lob Order Numbers 00080-0011094416 and 000Bo-oonoo2663. In the event of a conflict, the
conflicting terms of the PSA shall supersede.
Agreed to:
City ofSeat Beach
By.
Authorized signature
Name (type or print):
Date:
Agreed to:
Robe([t��I^al�f. 'I�n.t"ern/aa-"tio�na�l In�c.
By
Q ktrl .rtQ/.Q-
�tKoflzed nature
Name (type or print): Jennifer Zweig
Date: April 23, 2020
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EXHIBIT B
TERMS FOR COMPLIANCE WITH CALIFORNIA LABOR LAW REQUIREMENTS
1. Tlis,Agreement calls for services that, in whole or in part, constitute "public works"
asdefined in Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the
California Labor Code ("Chapter 1"). Further, Consultant acknowledges that this
Agreement is subject to (a) Chapter 1 and (b) the rules and regulations established by
the Department of Industrial; Relations ("DIR") implementing such statutes. Therefore, as
to those Services that are "public works", Consultant shalt comply with and be bound by
all the applicable terms, rules and regulations described in 1(a) and 1(b) as though set
forth'irnfull herein.
2. California law requires the: inclusion of specific Labor Code provisions in,certain
contracts: The inclusion of such specific provisions below, whether or not required by
California law, does not alter e meaning or scope of Section 1 above.
3. Pursuant to Labor Code Section 1771.4, .Consultant's Services are subject to
compliance monitoring and enforcement by DIR. Consultant shall post job site notices, as
prescribed by DIR regulations.
Omitted.
4. Consultant shall comply with and be, bound by the provisions of Labor Code Section
1776; which requires Consultant and each ;subcontractor to: keep accurate Ipayroll
records and verify such records in writing under penalty of perjury, as specified in Section
1776; certify and make such payroll records available for inspection as provided by
Section 1776; and inform City of the location of the records.
5. If applicable, Consultant shall comply with and be bound by the provisions of Labor
Code Sections 1777.5, 1777-.6 and 1777.7 and California Code of Regulations,, Title 8,
Section 200 et'seq. concerning the employment of apprentices on public works projects.
Consultant:.shall be responsible for compliance ;wth these aforementioned Sections for
all apprentice able occupations. Prior to commencing work under this Agreement,
Consultant shall provide City with a copy of the information submitted to any applicable
apprenticeship program. Within 60 days after concluding work pursuant to this
Agreement, ,Consultant and each of its subcontractors shall submit to City a verified
statement of,the journeyman and apprentice hours performed under this Agreement.
6. Consultant shall not perform work,with any Subcontractor that has been debarred or
suspended pursuant to California Labor Code Section 1777.1 or any other federal or
state law providing for the debarment of contractors from public works. Consultant and
subcontractors shall not .be debarred or suspended throughout the duration ;of this
Contract pursuant to Labor Code Section 177.7.1 or any other federal or state law
providing for the debarment of contractors from public works. If Consultant for any
subcontractor becomes debarred or suspended during the duration of the project,
Consultant shall immediately notify City.
7. Consultant acknowledges that eight hours labor constitutes a legal day's work.
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Consultant shallcomply with and be bound by Labor Code Section 1810. Consultant
shall comply with and be boundby the provisions of Labor Code Section 1813
concerning, penalties for workers: who work excess hours. Overtime hours must be
preapproved. by City, Pursuant to Labor Code Section 1815, work performed by
emptoyees,of Consultant; in excess of eight hours per day, and 40 hours during any one
week shall' be permitted upon public work upon compensation for all hours worked in
+excess of eight hours per day at not less than one and one-half times the basic rate of
pay:
,8. California Labor Code Sections 1860 and 3700 provide that every employer will be
required to secure the payment of compensation to its employees., In accordance with
the provisions of California Labor Code Section 1.8.61, Consultant hereby certifies as
follows:
"I am aware of the ,provisions of Section 3700 of the Labor Code which
require every employer, to be 'insured against liability for workers'
compensation or to undertake' self-insurance in accordance with the
provisions of that code, and I will comply with such provisions before
commencing the performance.of the:work of this contract."
9. ,For every subcontractor who will perform work on the project, Consultant shall be
responsible for such subcontractor's compliance with Chapter 1 and Labor Code
Sections 1860 and 3700,, and Consultant shall include in the written contract between it
and:+each.subcontractora copy ofthose`statutory'provisions and a requirement that each
subcontractor shall comply with those statutory' provisions. Consultant shall be required
to take all ,actions necessary to enforce such contractual provisions and ensure
subcontractor's compliance, including withoutlimitation, conducting a periodic review of
the certified'oyroll records,of;the subcontractor' and upon becoming aware of the failure
of the. subcontractor to pay his or,lherworkers,the ,specified prevailing rate of wages.
Consultantshall diligently take corrective action to'haltor rectify any failure. ,
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