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HomeMy WebLinkAboutAddendum - Roth Staffing Companies, L.P. - 202329Roth Staffing COMPANIES Ultimate Ledgent iFkG 1 MG ySf:R +il L, FINANCE& ACCOUNTING ®A NOIII STA.f INO COMPANY ® A AOf11 STAMNO COMPANY This HOLD HARMLESS AGREEMENT ("Agreement") is made and entered into effective August 10, 2023, by and between Roth Staffing Companies, L.P., a California limited partnership dba Ultimate Staffing Services and Ledgent Finance & Accounting ("Roth"), and The City of Diamond Bar ("Client"), with its principal offices located at 21810 Copley Dr, Diamond Bar, CA 91765. Roth and Client hereby agree to the following: WHEREAS, Roth has agreed to provide its temporary employees ("Ambassadors") to Client, and Client has agreed to engage the services of Roth to provide Ambassadors; and WHEREAS, Client wishes to assign certain Ambassadors provided by Roth to Client's Finance Department, who may be responsible for handling negotiable instruments, cash, credit cards, valuables including but not limited to office keys, or other products or merchandise, confidential information, personally identifiable information, and/or any information governed by data protection laws or by the Health Insurance Portability and Accountability Act of 1996 (HIPAA) on behalf of Client. WHEREAS, this Hold Harmless Agreement is intended to apply solely to Ambassadors provided to Clients Finance Department or assigned by Client to its Finance Department. Therefore, in consideration of the mutual promises contained herein, the parties agree as follows: 1. Liability and Rights to Indemnification. (a) Liability for Acts and Omissions of Ambassador Assigned to Client's Finance Department. Client acknowledges and agrees that Client is solely responsible for the accounting, internal financial and other control procedures used by Client in its business. Therefore, Roth shall not be responsible to Client or to any other person or entity for, and Client will defend, indemnify and hold Roth harmless from and against, any claim, liability, loss, expenses and/or damages (including attorneys' fees) incurred by Roth or Client, or any other person or entity, resulting from any act or omission of any Ambassador assigned to Client's Finance Department, including, without limitation cash shortages or accounting miscalculations. (b) Indemnification of Roth by Client. Client agrees to defend, indemnify and hold Roth harmless from and against any claim, liability, loss, expenses and damages (including attorneys' fees) to or incurred by Roth, by any Ambassador or on behalf of any Roth Staffing Companies, L.P. Staffing Agreement —Roth (6.2022) Page 1 Ambassador, by third parties as a result of the actions of any Ambassador assigned to Client's Finance Department, or by governmental agencies, resulting from any claimed or actual actions, conduct or directions of Client or its agents prior to, after or during the term of this Agreement, as well as for any liability, loss, expenses and/or damages (including attorneys' fees) to Roth arising out of said Ambassadors handling negotiable instruments, cash, valuables, or other products or merchandise, confidential information, personally identifiable information and/or any information governed by data protection laws or HIPAA on behalf of Client. Without in any way limiting the foregoing, Client expressly agrees that Roth shall have no liability or responsibility whatsoever (and shall be fully indemnified by Client) for any actions by any Ambassador assigned to Client's Finance Department which occurred prior to the effective date of this Agreement, or by Client or its agents at any time. (c) Survival of Indemnification Provisions. The provisions of this Section 1 shall survive the expiration or other termination of this Agreement. (d) The terms of this Agreement apply solely to Ambassadors assigned to Client's Finance Department. 2. Miscellaneous. (a) Entire Agreement. This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof, superseding all negotiations, prior discussions and preliminary agreements. This Agreement may not be changed except in writing executed by both parties. (b) Arbitration. Any controversy, claim or dispute concerning or arising under this Agreement shall be submitted to JAMS ("JAMS") or the American Arbitration Association ("AAA") for binding arbitration in Orange County, California, at Roth's discretion. In connection with any arbitration, the discovery provisions set forth in Section 1283.05 of the California Code of Civil Procedure shall expressly be incorporated herein and applicable to such proceeding. (c) Attorneys' Fees. In the event of the bringing of any proceeding by a party hereto against the other party hereunder by reason of a breach of any of the covenants, conditions, agreements or provisions by the other party arising out of this Agreement, the party in whose favor the final judgment decision shall be entered shall be entitled to have and record from the other party all costs and expenses of suit, including reasonable attorneys' fees. (d) Waiver. No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be or be construed as a further or continuing waiver of any such term, provision or condition or as a waiver of any other term, provision or condition of this Agreement. Roth Staffing Companies, L.P. Staffing Agreement —Roth (6.2022) Page 2 (e) Assignment. This Agreement is assignable by Roth; however, Client may not assign its rights and delegate its duties hereunder without the express written consent of Roth. (f) Severability. If any term or provision of this Agreement, or the application thereof to any person or circumstance, shall to any extent be found to be invalid, void or unenforceable, such provision shall be limited as necessary to render it valid and enforceable and the remaining provisions and any application thereof shall continue in full force and effect without being impaired or invalidated in any way. (g) Successors and Assigns. Except as otherwise provided herein, the provisions hereof shall be binding upon and shall inure to the benefit of the parties hereto, their personal representatives, heirs, executors, administrators, successors and/or assigns. (h) Construction. This Agreement shall be construed in accordance with its plain meaning and not against either party as the drafting party. The captions of the sections of this Agreement are for convenience only and shall not be considered or referred to in resolving questions or interpretation. (i) Choice of Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California. ROTH STAFFING COMPANIES, L.P.: By: ig ure Name: Jennifer Simonson Title: General Counsel and SVP Dated: CLI74- r By: / Signature Name: i Title:\ Dated: Roth Staffing Companies, L.P. Staffing Agreement — Roth (6.2022) Page 3