HomeMy WebLinkAbout* Contract - Roth Staffing Companies, L.P. dba Ultimate Staffing Services and Ledgent Finance & Accounting - 202584 STAFFING SERVICES AGREEMENT
THIS AGREEMENT (the "Agreement") is made as of December 18, 2025 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 December 18, 2025,
and shall continue until June 30, 2026 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 Exhibits "A" and “B”. 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 $44,999 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.
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§ 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
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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.
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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
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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. 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 its 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.
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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
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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”
Roth Staffing Companies, L.P. City of Diamond Bar
450 North State College Blvd. 21810 Copley Drive
Orange, CA 92868 Diamond Bar, CA 91765
Attn.: Legal Department Attn.: Amy Haug
Phone: (714) 939-8600 Phone: (909) 839-7018
E-Mail: legalhelp@rothstaffing.com 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).
IN WITNESS of this Agreement, the parties have executed this Agreement
as of the date first written above.
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"Consultant" "City"
Roth Staffing Companies, L.P. CITY OF DIAMOND BAR
By: ________________________ By: ________________________
Jennifer Simonson Dan Fox
General Counsel & SVP City Manager
By: ATTEST:
Printed Name:
Title:
City Clerk
Approved as to form:
By: ________________________
City Attorney
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12/19/2025
12/19/2025
*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.
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EXHIBIT “A”
ADMINISTRATIVE SUPPORT SCOPE OF WORK
December 18, 2025
Billing Rate: $39.00
1. Provides direct, administrative and confidential support to the Department Director
or Division Manager 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.
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EXHIBIT “B”
ACCOUNTING SUPPORT SCOPE OF WORK
December 18, 2025
Billing Rate: $59.20
1. Examines, analyzes and verifies a wide variety of financial documents for accuracy
and compliance with established procedures.
2. Audits cash receipts, cash disbursements, payroll records, transient occupancy tax
reports and records of the City lessees and concessionaires.
3. Performs State, Federal and other agency reporting requirements.
4. Monitors and maintains records of the City’s fixed assets.
5. Monitors and assists department with grant funding requirements for federal, state,
and local agencies, including funding requisitions and account reconciliations.
6. Monitors and maintains records for purchases orders/contracts.
7. Monitors, maintains, and reconciles deposit schedules for engineering and planning
departments.
8. Performs a wide variety of financial analyses duties and special projects.
9. Prepares bank reconciliations for all City bank accounts.
10. Prepares journal entries
11. Provides information to City departments on status of accounts, variances and related
matters.
12. Develops improved accounting controls and procedures.
13. Participate and/or assists in the preparation of spreadsheets and account summaries
for the annual City budget.
14. Assists in the preparation of year end closing and audits.
15. Monitors and maintains records for accounts receivables and false alarms.
16. May serves as backup to accounting support personnel, as needed.
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EXHIBIT “B”
17. Perform other duties as assigned.
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