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HomeMy WebLinkAbout* Contract - Roth Staffing Companies, L.P. dba Ultimate Staffing Services and Ledgent Finance & Accounting - 202329STAFFING SERVICES AGREEMENT THIS AGREEMENT (the "Agreement") is made as of June 26, 2023 by and between the City of Diamond Bar, a municipal corporation ("City") and Roth Staffing Companies, L.P. dba Ultimate Staffing Services and Ledgent Finance & Accounting (“Consultant”). 1. Consultant’s Services. Subject to the terms and conditions set forth in this Agreement Consultant shall provide to the reasonable satisfaction of the City temporary staffing to furnish the services set forth in the attached Exhibit “A”, which is incorporated herein by this reference. As a material inducement to the City to enter into this Agreement, Consultant represents and warrants that it has thoroughly investigated the work and fully understands the difficulties and restrictions in performing the work. Consultant represents that it is has fully qualified personnel to perform such services by virtue of their experience, training, education and expertise of its principals and employees. Amy Haug, herein referred to as the (“City’s Project Manager”), shall be the person to whom the Consultant will report for the performance of services hereunder. It is understood that Consultant shall coordinate its services hereunder with the City’s Project Manager to the extent required by the City’s Project Manager, and that all performances required hereunder by Consultant shall be performed to the satisfaction of the City’s Project Manager and the City Manager. 2. Term of Agreement. This Agreement shall take effect June 26, 2023, and shall continue until September 30, 2023 unless earlier terminated pursuant to the provisions herein. 3. Compensation. City agrees to compensate Consultant for the services rendered at the hourly rates set forth in Exhibit "A". Payment will be made only after submission of proper invoices in the form specified by City. Total payment to Consultant pursuant to this Agreement shall not exceed $25,000 without the prior written consent of the City. The above not to exceed amount shall include all costs, including, but not limited to, all clerical, administrative, overhead, telephone, travel and all related expenses. 4. Payment. A.As scheduled services are completed, Consultant shall submit to City a weekly invoice for the services completed, authorized expenses and authorized extra work actually performed or incurred. B.All such invoices shall state the basis for the amount invoiced, including services completed, the number of hours spent and any extra work performed. 5.. Unauthorized Aliens.Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. § 1101 et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including reasonable attorney fees, incurred by City. 6. Priority of Documents. In the event of any inconsistency between the provisions of this Agreement and any attached exhibits, the provisions of this Agreement shall control. 7. Status as Independent Contractor. A. Consultant is, and shall at all times remain as to City, a wholly independent contractor. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act on behalf of City as an agent, except as specifically provided herein. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant's employees, except as set forth in this Agreement. Consultant shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner employees of City. B. Consultant agrees to pay all required taxes on amounts paid to Consultant under this Agreement. C. Consultant shall fully comply with Workers' Compensation laws regarding Consultant and Consultant's employees and specifically any personnel provided to City under this Agreement. Consultant further agrees to indemnify and hold City harmless from any failure of Consultant to comply with applicable Worker's Compensation laws. D. Consultant shall, at Consultant’s sole cost and expense fully secure and comply with all federal, state and local governmental permit or licensing requirements, including but not limited to the City of Diamond Bar, South Coast Air Quality Management District, and California Air Resources Board. 8. Standard of Performance. Consultant shall perform all work at the standard of care and skill ordinarily exercised by members of the profession under similar conditions and represents that it and any subcontractors it may engage, possess any and all licenses which are required to perform the work contemplated by this Agreement and shall maintain all appropriate licenses during the performance of the work. 9. Indemnification. Consultant shall indemnify, defend with counsel approved by City (such approval shall not be unreasonably withheld), and hold harmless City, its officers, officials, employees and volunteers ("Indemnitees") from and against all liability, loss, damage, expense, cost (including without limitation reasonable attorneys' fees, expert fees and all other costs and fees of litigation) (collectively, “Claims”) to the extent arising out of or in connection with: (1) Any and all claims under Workers’ Compensation Act and other employee benefit acts with respect to any personnel provided by Consultant under this Agreement; and (2) Any and all claims arising out of Consultant's negligent performance of work hereunder or negligent performance thereof by personnel provided by Consultant, or its failure to comply with any of its obligations contained in this Agreement , but excepting such Claims which are caused by the negligence or willful misconduct of the City. It is expressly understood and agreed that the foregoing provisions are intended to be as broad and inclusive as is permitted by the law of the State of California and will survive termination of this Agreement. (3) The Consultant's obligations to indemnify, defend and hold harmless the City shall survive termination of this Agreement. 10. Insurance. A. Consultant shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, with an insurance company authorized to do business in the State of California and approved by the City the following insurance: (1) a policy or policies of broad-form commercial general liability insurance written on an occurrence basis with minimum limits of $1,000,000.00 combined single limit coverage against any injury, death, loss or damage as a result of wrongful or negligent acts by Consultant, its officers, employees, agents, and independent contractors in performance of services under this Agreement; and (2) Worker's Compensation insurance when required by law, with a minimum limit of $500,000.00 or the amount required by law, whichever is greater. B. The City, its officers, employees, agents, and volunteers shall be named as additional insureds on the policies as to commercial general liability, and automotive liability. The policies as to commercial general liability shall provide that they are primary, and that any insurance maintained by the City shall be excess insurance only. C. All insurance policies shall provide that the insurance coverage shall not be non-renewed, canceled, reduced, or otherwise modified (except through the addition of additional insureds to the policy) by the insurance carrier without the insurance carrier giving prior written notice in accordance with policy provisions. Consultant agrees that it will not cancel, reduce or otherwise modify the insurance coverage and in the event of any of the same by the insurer to immediately notify the City. D. All policies of insurance shall cover the obligations of Consultant pursuant to the terms of this Agreement and shall be issued by an insurance company which is authorized to do business in the State of California or which is approved in writing by the City; and shall be placed have a current A.M. Best's rating of no less than A-, VII. E. Consultant shall submit to City (1) insurance certificates indicating compliance with the minimum insurance requirements above, and (2) insurance policy endorsements or a copy of the insurance policy evidencing the additional insured requirements in this Agreement, in a form acceptable to the City. F. Self-Insured Retention/Deductibles. All policies required by this Agreement shall allow City, as additional insured, to satisfy the self-insured retention (“SIR”) and/or deductible of the policy in lieu of the Consultant (as the named insured) should Consultant fail to pay the SIR or deductible requirements. The amount of the SIR or deductible shall be subject to the approval of the City. Consultant understands and agrees that satisfaction of this requirement is an express condition precedent to the effectiveness of this Agreement. Failure by Consultant as primary insured to pay its SIR or deductible constitutes a material breach of this Agreement. Should City pay the SIR or deductible on Consultant’s due to such failure in order to secure defense and indemnification as an additional insured under the policy, City may include such amounts as damages in any action against Consultant for breach of this Agreement in addition to any other damages incurred by City due to the breach. G. Subrogation. With respect to any Workers' Compensation Insurance or Employer's Liability Insurance, the insurer shall waive all rights of subrogation and contribution it may have against the Indemnitees. I.Consultant shall include all subcontractors, if any, as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor to the City for review and approval. All insurance for subcontractors shall be subject to all of the requirements stated herein. 11. Confidentiality. Consultant or Consultant's personnel may, in the course of their duties have access to confidential data of City, private individuals, or employees of the City. 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 written authorization by City. City shall grant such authorization if disclosure is required by law. 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. Notwithstanding the foregoing, to the extent Consultant prepares reports of a proprietary nature specifically for and in connection with certain projects, the City shall not, except with Consultant's prior written consent, use the same for other unrelated projects. 12. Ownership of Materials. Except as specifically provided in this Agreement, all materials provided by Consultant in the performance of this Agreement shall be and remain the property of City without restriction or limitation upon its use or dissemination by City. Consultant may, however, make and retain such copies of said documents and materials as Consultant may desire. 13. Maintenance and Inspection of Records. In accordance with generally accepted accounting principles, Consultant and its subcontractors shall maintain reasonably full and complete books, documents, papers, accounting records, and other information (collectively, the “records”) pertaining to the costs of and completion of services performed under this Agreement. The City and any of their authorized representatives shall have access to and the right to audit and reproduce any of Consultant's records regarding the services provided under this Agreement. Consultant shall maintain all such records for a period of at least three (3) years after termination or completion of this Agreement. Consultant agrees to make available all such records for inspection or audit at its offices during normal business hours and upon three (3) days' notice from the City, and copies thereof shall be furnished if requested. 14. Conflict of Interest. A. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the services to be performed by Consultant under this Agreement, or which would conflict in any manner with the performance of its services hereunder. 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 its services pursuant to this Agreement. 15. Termination. The City may terminate this Agreement with or without cause upon fifteen (15) days' written notice to Consultant. The effective date of termination shall be upon the date specified in the notice of termination, or, in the event no date is specified, upon the fifteenth (15th) day following delivery of the notice. In the event of such termination, City agrees to pay Consultant for services rendered prior to the effective date of termination. Immediately upon receiving written notice of termination, Consultant shall discontinue performing services, unless the notice provides otherwise, except those services reasonably necessary to effectuate the termination. The City shall be not liable for any claim of lost profits. 16. Personnel/Designated Person. Consultant represents that it has, or will secure at its own expense, all personnel required to perform the services under this Agreement. All of the services required under this Agreement will be performed by Consultant or under it’s supervision to the extent Consultant controls the working conditions, and all personnel engaged in the work shall be qualified to perform such services. The City reserves the right in its sole discretion to require Consultant to removed and replace any personnel providing services on City's premises. 17. Non-Discrimination and Equal Employment Opportunity. A. Consultant shall not discriminate as to race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation, in the performance of its services and duties pursuant to this Agreement, and will comply with all rules and regulations of City relating thereto. Such nondiscrimination shall include but not be limited to the following: employment, upgrading, demotion, transfers, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. B. Consultant will, in all solicitations or advertisements for employees placed by or on behalf of Consultant state either that it is an equal opportunity employer or that all qualified applicants will receive consideration for employment without regard to race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation. C. Consultant will cause the foregoing provisions to be inserted in all subcontracts for any work covered by this Agreement except contracts or subcontracts for standard commercial supplies or raw materials. 18. Reserved. 19. Time Is of the Essence. Time is of the essence in this Agreement. Consultant shall do all things necessary and incidental to the prosecution of Consultant's work. 20. Reserved. 21. Assignment. Consultant shall not assign or transfer any interest in this Agreement nor the performance of any of Consultant's obligations hereunder, without the prior written consent of City, and any attempt by Consultant to so assign this Agreement or any rights, duties, or obligations arising hereunder shall be void and of no effect. 22. Compliance with Laws. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state, and local governments. 23. Non-Waiver of Terms, Rights and Remedies. Waiver by either party of any one or more of the conditions of performance under this Agreement shall not be a waiver of any other condition of performance under this Agreement. In no event shall the making by City of any payment to Consultant constitute or be construed as a waiver by City of any breach of covenant, or any default which may then exist on the part of Consultant, and the making of any such payment by City shall in no way impair or prejudice any right or remedy available to City with regard to such breach or default. 24. Attorney's Fees. In the event that either party to this Agreement shall commence any legal or equitable action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action or proceeding shall be entitled to recover its costs of suit, including reasonable attorney's fees and costs, including costs of expert witnesses and consultants. 25. Mediation. Any dispute or controversy arising under this Agreement, or in connection with any of the terms and conditions hereof, which cannot be resolved by the parties, may be referred by the parties hereto for mediation. A third party, neutral mediation service shall be selected, as agreed upon by the parties and the costs and expenses thereof shall be borne equally by the parties hereto. The parties agree to utilize their good faith efforts to resolve any such dispute or controversy so submitted to mediation. It is specifically understood and agreed by the parties hereto that mutual good faith efforts to resolve the same any dispute or controversy as provided herein, shall be a condition precedent to the institution of any action or proceeding, whether at law or in equity with respect to any such dispute or controversy. 26. Notices. Any notices, bills, invoices, or reports required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during regular business hours or by facsimile before or during regular business hours; or (b) on the third business day following deposit in the United States mail, postage prepaid, to the addresses heretofore set forth in the Agreement, or to such other addresses as the parties may, from time to time, designate in writing pursuant to the provisions of this section. “CONSULTANT” “CITY” _____________________ City of Diamond Bar _____________________ 21810 Copley Drive _____________________ Diamond Bar, CA 91765 Attn.: Attn.: Amy Haug Phone: Phone: (909) 839-7018 E-Mail: E-mail: ahaug@diamondbarca.gov 27. Governing Law. This Agreement shall be interpreted, construed and enforced in accordance with the laws of the State of California. The venue for any action brought under this Agreement shall be in Los Angeles County. 28. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be the original, and all of which together shall constitute one and the same instrument. 29. Entire Agreement. This Agreement, and any other documents incorporated herein by reference, represent the entire and integrated agreement between Consultant and City. This Agreement supersedes all prior oral or written negotiations, representations or agreements. This Agreement may not be amended, nor any provision or breach hereof waived, except in a writing signed by the parties which expressly refers to this Agreement. Amendments on behalf of the City will only be valid if signed by a person duly authorized to do so under the City's Purchasing Ordinance. 30.Severability. If any term, condition or covenant of this Agreement is declared or determined by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall not be affected thereby, and the Agreement shall be read and construed without the invalid, void or unenforceable provision(s). Roth Staffing Companies, L.P. 450 N State College Blvd Orange, CA 92868 Legal Department legalhelp@rothstaffing.com 714-939-8600 IN WITNESS of this Agreement, the parties have executed this Agreement as of the date first written above. "Consultant""City" CITY OF DIAMOND BAR By:________________________By: ________________________ Printed Name:Dan Fox Title: City Manager By:ATTEST: Printed Name: Title: City Clerk Approved as to form: By: _____________________________ Jennifer Simonson General Counsel & SVP Daniel Fox Digitally signed by Daniel Fox DN: cn=Daniel Fox, o, ou, email=dfox@diamondbarca.gov, c=US Date: 2023.06.26 08:09:54 -07'00' *NOTE:If Consultant is a corporation, the City requires the following signature(s): --(1) the Chairman of the Board, the President or a Vice-President, AND (2) the Secretary, the Chief Financial Officer, the Treasurer, an Assistant Secretary or an Assistant Treasurer. If only one corporate officer exists or one corporate officer holds more than one corporate office, please so indicate. OR -- The corporate officer named in a corporate resolution as authorized to enter into this Agreement. A copy of the corporate resolution, certified by the Secretary close in time to the execution of the Agreement, must be provided to the City. EXHIBIT “A” ADMINISTRATIVE SUPPORT SCOPE OF WORK June 13, 2023 Billing Rate: $36.00 1. Provides direct, administrative and confidential support to the Department Director and subordinate division heads and/or supervisors; receives visitors and answers phones. 2. Performs a full range of highly responsible and specialized technical and confidential intermediate level administrative support functions. 3. Provides telephone, email and in-person assistance to the general public and City personnel. 4. Prepares correspondence from verbal instruction, written copy or minimal instruction, or initiates routine and complex correspondence in accordance with established processes. 5. Assists the Director and other staff with a variety of complex administrative tasks. 6. May serve as a liaison with other departments, agencies and the general public. Responds to inquiries from the public and other staff providing information and/or explanation related to City procedures requiring understanding of policies. 7. Maintains filing and retrieval systems for inter-related files and records; sorts files and processes a variety of documents. 8. Operates a variety of office equipment including computer terminals, typewriters, calculators and other office machines. 9. Prepares, picks up, and distributes mail. 10. Processes invoices and other types of payment documents. EXHIBIT “A” Roth Staffing Companies, L.P. Term Sheet – Roth (6.2022)Page 1 6-13-2023 City of Diamond Bar 21810 Copley Drive Diamond Bar, CA 91765 Attention: Amy Huag Dear Amy: Thank you for choosing Roth Staffing Companies, L.P. dba Ultimate Staffing Services and Ledgent Finance & Accounting (“Roth”), to assist you with your staffing needs. We love to create remarkable experiences… every person every time. We will work with you based upon the priority of the hire and the degree of urgency. The following paragraphs outline different options available to you (also referred to as “Client”) in the hiring process for your temporary, temporary-to-hire or direct hire positions. DIRECT PLACEMENT You may hire a candidate onto your payroll for a one-time fee. The fee is based upon the new employee’s first year compensation, excluding any discretionary and non-guaranteed compensation. The fee is 25% of the employee’s first year salary should our candidate commence employment with you, or any affiliate or division of your company. All searches are on a contingency basis; there is never a fee unless your company chooses to hire a candidate. Invoice terms are Net 10 on all direct placements. There will be a 6% fee on all unpaid invoices greater than 30 days from original date of invoice. A 90-day guarantee is in effect if the fee invoice is paid within 10 days of the employee’s start date. If there is a separation of employment in the first 90 days, we guarantee our best effort replacement of the same position at no cost. If no suitable replacement is found within 30 days of the candidate’s separation, Roth shall provide a pro-rated refund. The prorated refund is calculated by multiplying the number of days remaining in the guarantee as of the candidate’s last date of employment by 1/90 of the paid fee. This guarantee does not apply if the invoice terms have not been met, or if the employee is terminated due to a layoff, elimination of position, reorganization, closure, relocation, or principal change in job description or responsibilities. Roth has devoted effort and expense in the identification, selection, and placement of its candidates. In the event a direct hire candidate is presented by Roth to you and is hired by your company for a specified or alternate position as an employee, consultant, or independent contractor, or is hired by another firm or entity to work on your behalf within 12 months of the candidate being presented, you will be responsible for a fee as outlined above. EXHIBIT “A” Roth Staffing Companies, L.P. Term Sheet – Roth (6.2022)Page 2 TEMPORARY / TEMPORARY TO HIRE PROGRAM Roth will bill you an agreed upon hourly bill rate while our temporary employee (“Ambassador”) works on Roth’s payroll (with appropriate increases for overtime). Roth will invoice on a weekly basis and invoices are due within thirty (30) days from the original date of invoice. You shall promptly pay invoices, late fee charges of 6%, finance charges of 1.5% per month and all collection fees, attorneys’ fees and court costs on all unpaid balances beyond the thirty (30) day due date. If you require background checks and/or drug screens to be performed on Ambassadors, the cost of such backgrounds/drug screens shall be billed to you as a direct pass- through cost. Roth guarantees its bill rates for an initial term of one (1) year from the date of execution of this Agreement, unless there are new or increased labor costs, such as payroll taxes, social program contributions, charges linked to benefit levels or workers’ compensation rates. You shall be solely responsible for, and shall indemnify, defend, and hold Roth harmless from, any claim or loss resulting from (1) entrusting Ambassadors with cash, checks, credit cards, keys, confidential or trade secret information, information protected by privacy and data security laws, unattended premises, or other valuables, (2) requesting or permitting Ambassadors to use any vehicle (including powered industrial trucks) or travel in the performance of work for your company; or (3) allowing Ambassadors to (i) render any written legal, accounting or audit opinion, or (ii) approve the form or content of any document that requires the signature, stamp or seal of a licensed professional. Early Conversion Option for Temporary to Hire Program You may convert our Ambassador to your payroll for a conversion fee according to the below schedule: Number of Hours on Roth’s Payroll Percent (%) of Employee’s Initial Salary 1-250 hours 25% 251-500 hours 18% 501-720 hours 15% 721+ hours No Fee NON-SOLICITATION You agree not to directly or indirectly employ any staff employee of Roth during the term of this Agreement and for a period of one year thereafter without the prior written consent of Roth. If you violate this paragraph, you shall pay to Roth a fee in the amount of 25% of the employee’s annualized compensation. In addition, you agree not to directly or indirectly cause or permit any temporary Ambassador assigned to you by Roth to transfer to another entity’s payroll to perform services for you, or to perform services for you while on the payroll of any person or firm other than Roth, or perform services for you as an independent contractor during the term of this Agreement and for a period of 12 months after such Ambassador’s assignment ends. If you violate this paragraph, then you shall pay to Roth a fee in the amount of 25% of the Ambassador’s annualized compensation. ACA AND REGULATORY COMPLIANCE Roth shall be the common law employer of its Ambassadors under the Patient Protection and Affordable Care Act (“ACA”) and shall comply with all provisions of the ACA applicable to Ambassadors, including the employer shared responsibility provisions relating to the offer of “minimum essential coverage” to “full-time” employees (as those terms are defined in Internal Revenue Code (“Code”) §4980H and related regulations) EXHIBIT “A” Roth Staffing Companies, L.P. Term Sheet – Roth (6.2022)Page 3 and the applicable employer information reporting provisions under Code §6055 and §6056 and related regulations. Roth shall comply with applicable mandatory paid sick leave/paid leave laws by administering and paying its Ambassadors for such requirements. You shall pay to Roth, at the straight time bill rate, all paid sick leave/paid leave that Roth pays to its Ambassadors while on assignment, not to exceed the amount required under applicable law. You agree to provide all meal periods and rest periods required under applicable laws to Ambassadors. You shall indemnify and defend Roth from and against any and all liabilities, fines, damages, fees and expenses arising out of your failure to comply with applicable wage and hour laws with respect to Ambassadors. MISCELLANEOUS PROVISIONS This Agreement and any exhibits attached hereto contain the entire understanding between the parties hereto, and supersede all prior agreements and understandings, whether written or oral, relating to the subject matter hereof. No provision of this Agreement may be amended or waived unless such amendment or waiver is agreed to in writing signed by the parties. The provisions of this Agreement shall inure to the benefit of and be binding upon the parties and their respective representatives, successors, and assigns. You agree to comply with all applicable data security and privacy laws, to the extent you have access to information of Roth that is protected by such laws (“Personal Information” or “PI”), including, but not limited to: (i) using PI only for the specific purposes of this Agreement and not sharing, disclosing, retaining, or using PI for any other purpose; (ii) not selling or using for a commercial purpose any PI. The failure of a party to enforce the provisions of this Agreement shall not be construed as a waiver of any provision or the right of such party thereafter to enforce each and every provision of this Agreement. The terms set forth in this Agreement shall prevail in the event of any inconsistencies with any proposal document, contract, statement of work or any other document relating to the services provided pursuant to this Agreement. Should you have any further questions, please contact our office. Again, thank you for the opportunity to assist you with this position. IN WITNESS WHEREOF, this Agreement has been duly executed by Roth and Client on the dates set forth below. CLIENT Signature Printed Name and Title Date ROTH STAFFING COMPANIES, L.P. Signature Jennifer Simonson, General Counsel and SVP Printed Name and Title Date 6/23/2023