Loading...
HomeMy WebLinkAbout2007-104 , . 4 1 RESOLUTION NO. 2007-104 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT AND 3 PURCHASE ORDER TO INSURANCE OVERLOAD STAFFING SYSTEMS FOR TEMPORARY STAFFING SERVICES IN THE AMOUNT OF $55,000. 4 5 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY 6 OF SAN BERNARDINO AS FOLLOWS: 7 SECTION 1. The Mayor of the City of San Bernardino is hereby authorized to execute on 8 behalf of said City an Agreement between the City of San Bernardino and Insurance Overload 9 Staffing Systems, a copy of which is attached hereto as Exhibit "A" and incorporated herein by 10 reference and the Finance Department is hereby authorized and directed to increase Purchase Order 11 No. 207454 to Insurance Overload Staffing by $30,000, for a total amount not to exceed $55,000. 12 SECTION 2. The Purchase Order shall reference this Resolution No. 2007-~ and shall 13 read "P .0. No. 207454, not to exceed $55,000" and shall incorporate the terms and conditions of this 14 resolution. 15 SECTION 3. This authorization to execute the above-referenced Agreement and Purchase 16 Order is rescinded if not issued within sixty (60) days of the passage of this resolution. 17 /1/ 18 /1/ 19 /1/ 20 //1 21 //1 22 /1/ 23 /1/ 24 /1/ 25 /1/ 26 /1/ 27 /1/ 28 //1 SDE/edIResolutions[InsuranceOverloadStaffing.Reso ] 1 RESOLUTION NO. 2007-104 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT AND 3 PURCHASE ORDER TO INSURANCE OVERLOAD STAFFING SYSTEMS FOR TEMPORARY STAFFING SERVICES IN THE AMOUNT OF $55,000. 4 5 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and 6 Common Council of the City of San Bernardino at a i oint regular meeting thereof, held on ,2007, by the following vote, to wit: 7 2nd day of April 8 Council Members: AYES 9 ESTRADA -X- 10 BAXTER -X- 11 BRINKER -X- 12 DERRY ----X- 13 KELLEY X 14 JOHNSON X - 15 MCCAMMACK X - 16 17 NAYS ABSTAIN ABSENT h~~ I G. Clark. City Clerk 18 19 The foregoing resolution is hereby approved this day of ~il ,2007. . 20 21 22 Approved as to form: JAMES F. PENMAN, 23 City Attorney 24 By:t~_.~ f. f~ 25 26 27 28 SDE/ed/Resolutions(InsuranceOverloadStaffing.Reso] 2 " " ~~ ~ C0~ ~U'1- '1)- '\,~[) ~ o~ (!::?~ "11-"t>~ 0~ ~ ~/ 2007-104 Exhibit A AGREEMENT FOR TEMPORARY STAFFING SERVICES THIS AGREEMENT is made and entered into this 2nd day of April 2007 ("Effective Date"). by and between the CITY OF SAN BERNARDINO, a charter city ("City"), and Insurance Overload Staffing Systems ("Contractor"). WITNESSETH: A. WHEREAS, City proposes to have Contractor provide temporary staffing services described herein below; and B. WHEREAS, Contractor represents that it has that degree of specialized expertise contemplated within California Government Code, Section 37103, and holds all necessary licenses and permits to practice and perform the services herein contemplated; and C. WHEREAS, City and Contractor desire to contract for specific services described below and desire to set forth their rights, duties and liabilities in connection with the services to be performed; and D. WHEREAS, no official or employee of City has a financial interest, within the provisions of California Government Code, Sections 1090-1092, in the subject matter of this Agreement. NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows: 1.0. SERVICES PROVIDED BY CONTRACTOR 1.1. Scope of Services. Contractor shall furnish temporary staffing services to City in accordance with Contractor's Letter dated November 9, 2006, attached and incorporated herein as Attachment A-I. 1.2. Professional Practices. All professional services to be provided by Contractor pursuant to this Agreement shall be provided by personnel experienced in their respective fields and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by professional Contractors in similar fields and circumstances in accordance with sound professional practices. Contractor also warrants that it is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Contractor's performance of this Agreement. F: \ EASLAND\ InsuranceOverloadStaffing.Agreement.doc 1 1.3. Warrantv. Contractor warrants that it shall perform the services required by this Agreement in compliance with all applicable Federal and California employment laws including, but not limited to, those laws related to minimum hours and wages; occupational health and safety; fair employment and employment practices; workers' compensation insurance and safety in employment; and all other Federal, State and local laws and ordinances applicable to the services required under this Agreement. Contractor shall indemnify and hold harmless City from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description including attorneys' fees and costs, presented, brought, or recovered against City for, or on account of any liability under any of the above-mentioned laws, which may be incurred by reason of Contractor's performance under this Agreement. 1.4. Non-discrimination. In performing this Agreement, Contractor shall not engage in, nor permit its agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, physical handicap, medical condition, marital status, sexual gender or sexual orientation, or any other category protected by law, except as permitted pursuant to Section 12940 of the Government Code. Violation of this provision may result in the imposition of penalties referred to in Labor Code, Section 1735. 1.5 Non-Exclusive Agreement. Contractor acknowledges that City may enter into agreements with other contractors for services similar to the services that are subject to this Agreement or may have its own employees perform services similar to those services contemplated by this Agreement. 1.6. Delegation and Assignment. This is a personal service contract, and the duties set forth herein shall not be delegated or assigned to any person or entity without the prior written consent of City. 1.7. Business License: The Contractor shall obtain and maintain a valid City Business Registration Certificate during the term of this Agreement. 1.8. Dutv of Lovaltv/Conflict of Interest: The Contractor understands and agrees that Contractor shall maintain a fiduciary duty and a duty of loyalty to the City in performing Contractor's obligations under this Agreement. 2.0. COMPENSATION AND BILLING 2.1. Compensation. Over the term of this Agreement, Contractor shall be paid for such services in an amount not to exceed $55,000, in accordance with the hourly rates set forth in Attachment A-I. The volume of work and the amount Contractor shall be paid for such services is dependent upon the demand for such services resulting from workers' compensation claims filed with the City and no minimum volume of work to be assigned is expressed or implied. F: \ EASLAND\InsuranceOverloadStaffing.Agreement.doc 2 2.2. Additional Services. Contractor shall not receive compensation for any services provided outside the scope of services specified in Attachment A-I, unless the City's Director of Human Resources or her designee, prior to Contractor performing the additional services, approves such additional services in writing. It is specifically understood that oral requests and/or approvals of such additional services or additional compensation shall be barred and are unenforceable. 2.3. Method of Billing. Contractor may submit invoices to City's Human Resource's Director for approval on a progress basis, but no more often than monthly. Said invoice shall be based on the total of all Contractor's services which have been completed to City's sole satisfaction. City shall pay Contractor's invoice within thirty (30) days from the date City receives said invoice. Each invoice shall describe in detail, the services performed and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as "Additional Services" and shall identify the number of the authorized change order, where applicable, on all invoices. 2.4. Records and Audits. Records of Contractor's services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City or its Director of Human Resources for inspection and/or audit at mutually convenient times for a period of three (3) years from the Effective Date of this Agreement. 3.0. TIME OF PERFORMANCE 3.1. Commencement and Completion of Work. The professional services to be performed pursuant to this Agreement shall commence within five (5) days from the Effective Date of this Agreement. Failure to commence work in a timely manner and/or diligently pursue work to completion may be grounds for termination of this Agreement. 3.2. Excusable Delavs. Neither party shall be responsible for delays or lack of performance resulting from acts beyond the reasonable control of the party or parties. Such acts shall include, but not be limited to, acts of God, fire, strikes, material shortages, compliance with laws or regulations, riots, acts of war, or any other conditions beyond the reasonable control of a party. 4.0. TERM AND TERMINATION 4.1. Term. This Agreement shall commence on the Effective Date and continue for a period of one (1) year, ending one year after the Effective Date, unless previously terminated as provided herein or as otherwise agreed to in writing by the parties. 4.2. Notice of Termination. The City reserves and has the right and privilege of canceling, suspending or abandoning the execution of all or any part of the work contemplated by this Agreement, with or without cause, at any time, by providing written F: \ EASLAND\lnsuranceOverloadStaffing.Agreemenl.doc 3 notice to Contractor. The termination of this Agreement shall be deemed effective upon receipt of the notice of termination. In the event of such termination, Contractor shall immediately stop rendering services under this Agreement unless directed otherwise by the City. 4.3. Compensation. In the event of termination, City shall pay Contractor for professional services satisfactorily performed up to and including the date of City's written notice oftermination. 5.0. INSURANCE 5.1. Minimum Scope and Limits of Insurance. Contractor shall obtain and maintain during the life of this Agreement all of the following insurance coverages: (a) Comprehensive general liability, including premises-operations, products/completed operations, broad form property damage, blanket contractual liability, independent contractors, personal injury with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, per occurrence and aggregate. (b) Automobile liability for owned vehicles, hired, and non-owned vehicles, with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, per occurrence and aggregate. (c) Workers' compensation insurance as required by the State of California. 5.2. Endorsements. The comprehensive general liability insurance policy shall contain or be endorsed to contain the following provisions: (a) Additional insureds: "The City of San Bernardino and its elected and appointed boards, officers, agents, and employees are addition- al insureds with respect to this subject project and contract with City." (b) Notice: "Said policy shall not terminate, nor shall it be cancelled, nor the coverage reduced, until thirty (30) days after written notice is given to City." (c) Other insurance: "Any other insurance maintained by the City of San Bernardino shall be excess and not contributing with the insurance provided by this policy." F: \ EASLAND\ InsuranceOverloadStaffing.Agreement.doc 4 5.3. Certificates of Insurance. Contractor shall provide to City certificates of insurance showing the insurance coverages and required endorsements described above, in a form and content approved by City, prior to performing any services under this Agreement. 5.4. Non-limiting. Nothing in this Section shall be construed as limiting in any way, the indemnification provision contained in this Agreement, or the extent to which Contractor may be held responsible for payments of damages to persons or property. 6.0. GENERAL PROVISIONS 6.1. Entire Agreement. This Agreement constitutes the entire Agreement between the parties with respect to any matter referenced herein and supersedes any and all other prior writings and oral negotiations. This Agreement may be modified only in writing, and signed by the parties in interest at the time of such modification. The terms of this Agreement shall prevail over any inconsistent provision in any other contract document appurtenant hereto, including exhibits to this Agreement. 6.2. Representatives. The Director of Human Resources or her designee shall be the representative of City for purposes of this Agreement and may issue all consents, approvals, directives and agreements on behalf of the City, called for by this Agreement, except as otherwise expressly provided in this Agreement. Contractor shall designate a representative for purposes of this Agreement who shall be authorized to issue all consents, approvals, directives and agreements on behalf of Contractor called for by this Agreement, except as otherwise expressly provided in this Agreement. 6.3. Notices. Any notices, documents, correspondence or other communications concerning this Agreement or the work hereunder may be provided by personal delivery, facsimile or mail and shall be addressed as set forth below. Such communication shall be deemed served or delivered: a) at the time of delivery if such communication is sent by personal delivery; b) at the time of transmission if such communication is sent by facsimile; and c) 48 hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such communication is sent through regular United States mail. IF TO CONTRACTOR: Insurance Overload Staffing Systems 500 N. State College Blvd. Suite 860 Orange, CA 92868-1638 Tel: (714) 634-5966 Fax: (714) 634-5962 IF TO CITY: Linn Livingston Director of Human Resources 300 North "0" Street San Bernardino, CA 92418 Tel: (909) 384-5161 Fax: (909) 384-5397 F: \ EASLAND\InsuranceOverloadStaffing.Agreement.doc 5 6.4. Attornevs' Fees. In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof. The costs, salary and expenses of the City Attorney and members of his office in enforcing this contract on behalf of the City shall be considered as "attorneys' fees" for the purposes of this paragraph. 6.5. Governing Law. This Agreement shall be governed by and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto agree that the sole and exclusive venue shall be a court of competent jurisdiction located in San Bernardino County, California. 6.6. Assignment. Contractor shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of Contractor's interest in this Agreement without City's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for termination of this Agreement. Regardless of City's consent, no subletting or assignment shall release Contractor of Contractor's obligation to perform all other obligations to be performed by Contractor hereunder for the term of this Agreement. 6.7 Indemnification and Hold Harmless. Contractor shall protect, defend, indemnity and hold harmless City and its elected and appointed officials, officers, and employees from any and all claims, liabilities, expenses, including attorney fees, damage to property or injuries to or death of any person or persons or damages of any nature including, but not by way of limitation, all civil claims or workers' compensation claims, arising out of or in any way connected with the intentional or negligent acts, errors or omissions of Contractor, its employees, agents or subcontractors in the performance of this Agreement. 6.8. Independent Contractor. Contractor, at all times while performing under this Agreement is and shall be acting at all times as an independent contractor and not as an employee of City. Contractor shall secure, at its expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for Contractor and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. 6.9 Ownership of Documents. All findings, reports, documents, information and data including, but not limited to, computer tapes or discs, files and tapes furnished or prepared by Contractor or any of its subcontractors in the course of performance of this Agreement, shall be and remain the sole property of City. Contractor agrees that any such documents or information shall not be made available to any individual or organization without the prior consent of City. Any use of such documents for other F: \ EASLAND\InsuranceOverloadStaffing.Agreement.doc 6 projects not contemplated by this Agreement, and any use of incomplete documents, shall be at the sole risk of City and without liability or legal exposure to Contractor. City shall indemnify and hold harmless Contractor from all claims, damages, losses, and expenses, including attorneys' fees, arising out of or resulting from City's use of such documents for other proj ects not contemplated by this Agreement or use of incomplete documents furnished by Contractor. Contractor shall deliver to City any findings, reports, documents, information, data, in any form, including but not limited to, computer tapes, discs, files audio tapes or any other related items as requested by City or its authorized representative, at no additional cost to the City. 6.10. Prohibited Emolovment. Contractor will not employ any regular employee of City while this Agreement is in effect. 6.11. Order of Precedence. In the event of an inconsistency or conflict in this Agreement and any of the attached Exhibits or Attachments, the terms set forth in this Agreement shall prevail. 6.12. Costs. Each party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein. 6.13. No Third Partv Beneficiary Rights. This Agreement is entered into for the sole benefit of City and Contractor and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement. 6.14. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement. 6.15. Construction. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. 6.16 Amendments. Only a writing executed by the parties hereto or their respective successors and assigns may amend this Agreement. 6.17. Waiver. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a F:\ EASLAND\ InsuranceOverloadStaffing.Agreement.doc 7 waiver is sought. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver. 6.18. Severabilitv. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement, based upon the substantial benefit of the bargain for any party is materially impaired, which determination as made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations. 6.19. Countemarts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement. 6.20. Comorate Authoritv. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by doing so, the parties hereto are formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their respective authorized officers, as of the date first above written. CITY OF SAN BERNARDINO, A Municipal Corporation, CONTRACTOR Insurance Overload Staffing patr~ By k {),'~fuo Approved as to form: James F. Penman, City Attorney F: \EASLAND\InsuranceOverloadStaffing.Agreement.doc 8 INSURANCE OVERLOAD STAFFING CORPORATE HEADQUARTERS: DALLAS REGIONAL HEADQUARTERS: LOS ANGELES ~JE'vVYORK CHICAGO DALLAS NATIONAL MARKETING HEADQUARTERS: CHICAGO CANADIAN HEADQUARTERS: TORONTO QSV ~:tljalit'{ Scre0nin\~ Verificatiof' Exhibit: A-I 500 North State College Boulevard Suite 860 rEM 5 i!l ~~<O~ Nop tllh:~ 'AI..q /" ;005 ~ ~Gc-1? c-1tr wwwlnsuranceOverload_com Orange, CA 92868-1638 (714) 634-5966 TEL (800) 647-7375 (714)634.5962 FAX November 9, 2005 Rhonda Haynes City of San Bernardino 300 North 'D' St. San Bernardino, CA 92418 Dear Rhonda, Thank you for allowing Insurance Overload Staffing Systems (IOS) the opportunity to provide staffing services to City of San Bernardino. This letter confirms the payroll-only temporary staffing services agreement between City of San Bernardino and 10S with respect to Sandra Smith. Sandra was referred to 10S by City of San Bernardino for the purpose of temporary employment placement at City of San Bernardino on a payroll-only basis through 10S. Sandra will begin working at City of San Bernardino on 11/14/05, as a WC Adjuster for City of San Bernardino. 10S will bill $35.00 per hour to City of San Bernardino for Sandra's services and $52.50 for overtime. Payment of invoices is due and owing within thirty (30) days of invoice date. City of San Bernardino will be responsible for supervising and directing Sandra's work while on assignment. City of San Bernardino shall verify the accuracy of Sandra's time sheets recording regular and overtime hours worked with City of San Bernardino's permission or knowledge. As part of its payroll-only temporary staffing services, 10S will provide administrative services regarding Sandra's assignment to include payroll and applicable local, state and federal payroll taxes, deductions and withholdings, unemployment insurance, and workers' compensation coverage. Because Sandra will be working on a payroll-only basis, no conversion fees shall be owing to 10S should City of San Bernardino hire Sandra onto City of San Bernardino's regular staff of employees. Please contact me if you have any questions concerning the placement of Sandra or if 10S may further assist Ci of San Bernardino with its staffing needs. s1fj Rebecca Rice Staffing Coordinator