Loading...
HomeMy WebLinkAbout2013-006 1 RESOLUTION NO. 2013-6 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT 3 AND PURCHASE ORDER TO INSURANCE OVERLOAD SERVICES, INC. DBA 4 INSURANCE OVERLOAD STAFFING SYSTEMS FOR TEMPORARY STAFFING SERVICES. 5 NOW THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON 6 COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: 7 8 SECTION 1. The City Manager is hereby authorized and directed to execute an 9 Agreement for Temporary Staffing Services with Insurance Overload Services, Inc. doing 10 business as Insurance Overload Staffing Systems, a copy of which is attached hereto marked 11 Exhibit A and incorporated herein by reference. 12 SECTION 2. The Finance Department is hereby authorized and directed to issue a 13 14 Purchase Order to Insurance Overload Staffing Systems for an amount not to exceed $75,000 15 and shall reference and incorporate the terms and conditions of this Resolution. 16 SECTION 3. This authorization to execute the above-referenced Agreement and 17 Purchase Order is rescinded if the Agreement is not executed within sixty (60) days of the 18 passage of this Resolution. 19 20 /// 21 /// 22 /// 23 /// 24 /// 25 /// 26 27 /// 28 2013-6 1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF 2 SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT AND PURCHASE ORDER TO INSURANCE OVERLOAD SERVICES, INC. DBA 3 INSURANCE OVERLOAD STAFFING SYSTEMS FOR TEMPORARY STAFFING 4 SERVICES. 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 joint adjourned reg. meeting 7 thereof,held on the 10thday of January , 2013, by the following vote,to wit: 8 9 COUNCILMEMBERS: AYES NAYS ABSTAIN ABSENT 10 MARQUEZ x 11 JENKINS x 12 VALDIVIA X 13 X SHORETT 14 KELLEY X 15 16 JOHNSON X 17 MC CAMMACK x 18 19 Geor_.. H. a City Clerk 20 The foregoing resolution is hereby approved this /5---` 1 day of January , 2013. 21 22 C 23 Pat' J. Mo 's, Mayor City • . 1 t -rnardino 24 25 Approved as to form: JAMES F. PENMAN, 26 City A 4s rney By:27 B !/, 28 2013-6 AGREEMENT FOR TEMPORARY STAFFING SERVICES THIS AGREEMENT is made and entered into this 10th day of January , 2013 ("Effective Date"), by and between the CITY OF SAN BERNARDINO, a charter city ("CITY"), and Insurance Overload Services, Inc. doing business as Insurance Overload Staffing Systems ("CONTRACTOR"). WITNESSETH : A. WHEREAS, CITY proposes to have CONTRACTOR provide the 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. For the remuneration stipulated, CONTRACTOR shall furnish temporary staffing services to CITY in accordance with CONTRACTOR's letters, attached and incorporated herein as Attachment A-1. 1.2. Cost for Services. The amounts expended under this Agreement for CONTRACTOR fees shall not exceed $75,000 without further approval of the Mayor and Common Council. 1.3. 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 1 2013-6 laws that may affect CONTRACTOR's performance of this Agreement. CONTRACTOR further represents that no CITY employee will provide any services under this Agreement. 1.4. Warranty. 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 reasonable attorneys' fees and costs, presented, brought, or recovered against CITY for, or on account of, any liability under any of the above-mentioned laws, arising from or related to CONTRACTOR's performance under this Agreement. 1.5. Non-discrimination. In performing this Agreement, CONTRACTOR shall not engage in, nor permit its officers, employees or agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, mental or physical disability, 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. 1.6. 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. 1.7. Delegation and Assignment. This is a personal services 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. 1.8. Conflicts of Interest. During the term of this Agreement, CONTRACTOR shall, at all times, maintain a duty of loyalty and a fiduciary duty as to the CITY and shall not accept payment from or employment with any person or entity which will constitute a conflict of interest with the services performed for CITY. 1.9. CITY Business Certificate. CONTRACTOR shall obtain and maintain during the term of this Agreement a valid CITY Business Registration Certificate pursuant to Title 5 of the CITY of San Bernardino Municipal Code and any and all other licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required of CONTRACTOR to practice its profession, skill or business. /// /// 2 2013-6 2.0. COMPENSATION AND BILLING 2.1. Compensation. Except as provided herein, over the term of this Agreement, CONTRACTOR shall be paid a maximum of $75,000 in accordance with the hourly rates set forth in Attachment A-1. 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. 2.2. Additional Services. CONTRACTOR shall not receive compensation for any services provided outside the scope of services specified in this Agreement unless the CITY, 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 shall submit invoices to CITY for approval. Said invoice shall be based on the total of all services which have been completed to CITY's sole satisfaction. CITY shall pay CONTRACTOR's invoice within forty-five (45) days from the date CITY receives said invoice. The 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 for inspection and/or audit at mutually convenient times for a period of three (3) years from the Effective Date. 3.0. TERM AND NOTIFICATION. 3.1. Term. This Agreement shall commence on the Effective Date and continue through the completion of services, unless the Agreement is previously terminated as provided for herein. 3.2. Termination. CITY reserves and has the right and privilege of cancelling, 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 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. 3.3 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 of termination. 3 2013-6 4.0. INSURANCE 4.1. Minimum Scope and Limits of Insurance. CONTRACTOR shall obtain and maintain during the term of this Agreement all of the following insurance coverages: (a) Commercial 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. (d) Professional Liability Insurance with limits of at least $1,000,000 per claim. In lieu of naming the CITY as an additional insured, the policy may be endorsed as follows: "Insurance coverage afforded by this policy shall also apply to the liability assumed by the Insured under the Agreement with the CITY OF SAN BERNARDINO for legal defense services, provided such liability results from an error, omission or negligent act of the insured, its officers, employees, agents or subcontractors. All other provisions of this policy are to remain unchanged." 4.2. Endorsements. The commercial general liability insurance policy shall contain or be endorsed to contain the following provisions: (a) Additional insured: "The CITY of San Bernardino and its elected and appointed boards, officers, agents, and employees are additional insured with respect to this subject project and contract with CITY." (b) Notice: "Said policy shall not terminate, nor shall it be materially changed or 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." 4.3. Certificates of Insurance. CONTRACTOR shall provide to CITY certificates of insurance showing the insurance coverage and required endorsements described above, in a form and content approved by CITY, prior to performing any services under this Agreement. 4 2013-6 4.4. 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. 5.0. GENERAL PROVISIONS 5.1. 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. 5.2. 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: IF TO CITY: Bert DiEugenio, Branch Manager Jason Simpson, Director of Finance Insurance Overload Staffing Systems City of San Bernardino 8141 E. Kaiser Blvd., Suite 112 300 North "D" Street Anaheim Hills, CA 92808 San Bernardino, CA 92418 Telephone: (714) 283-8820 Telephone: (909) 384-5242 Fax: (714) 283-8827 Fax: (909) 384-5043 5.3. Attorneys' 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 Agreement. 5.4. 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. 5.5. 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 5 2013-6 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. 5.6. Indemnification and Hold Harmless. CONTRACTOR shall protect, defend, indemnify and hold harmless CITY and its elected and appointed officials, boards, commissions, officers, attorneys, agents and employees from any and all claims, losses, demands, suits, administrative actions, penalties, liabilities and expenses, including reasonable attorney fees, damage to property or injuries to or death of any person or persons or damages of any nature including, but not limited to, all civil claims or workers' compensation claims arising from or in any way related to CONTRACTOR's performance under this Agreement, except when caused by the CITY's negligence. 5.7. 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 agent or employee of CITY. CONTRACTOR shall secure, at his expense, and be responsible for any and all payment of wages, benefits and taxes including, but not limited to, 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. Neither CONTRACTOR nor its officers, agents and employees shall be entitled to receive any benefits which employees of CITY are entitled to receive and shall not be entitled to workers' compensation insurance, unemployment compensation, medical insurance, life insurance, paid vacations, paid holidays, pension, profit sharing or social security on account of CONTRACTOR and its officers', agents' and employees' work for the CITY. This Agreement does not create the relationship of agent, servant, employee partnership or joint venture between the CITY and CONTRACTOR. 5.8. Conflict of Interest Disclosure: CONTRACTOR or its employee may be subject to the provisions of the California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to disclose financial interests that may be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making or participating in making decisions that will have a foreseeable financial affect on such interest. CONTRACTOR shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for termination of the Agreement by CITY. 5.9. Responsibility for Errors. CONTRACTOR shall be responsible for its work and results under this Agreement. CONTRACTOR, when requested, shall furnish clarification and/or explanation as may be required by the CITY's representative, regarding any services rendered under this Agreement at no additional cost to CITY. In the event that an error or omission attributable to CONTRACTOR occurs, then CONTRACTOR shall, at no cost to CITY, provide all other CONTRACTOR professional services necessary to rectify and correct the 6 2013-6 matter to the sole satisfaction of CITY and to participate in any meeting required with regard to the correction. 5.10. Prohibited Employment. CONTRACTOR shall not employ any current employee of CITY to perform the work under this Agreement while this Agreement is in effect. 5.11. 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. 5.12. No Third Party 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. 5.13. 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. 5.14. Amendments. Only a writing executed by all of the parties hereto or their respective successors and assigns may amend this Agreement. 5.15. 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 waiver is sought. The waiver of any right or remedy with respect to any occurrence or event shall not be deemed a waiver of any right or remedy with respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver. 5.16. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable for any reason, 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, and the remaining provisions of this Agreement shall remain in full force and effect. 5.17. Counterparts: 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. 5.18. Corporate Authority. 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. 7 2013-6 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, INSURANCE OVERLOAD SERVICES, INC. DBA INSURANCE OVERLOAD STAFFING SYSTEMS Jason Simpson, Director of Finance Signature Name and Title ATTEST: Georgeann Hanna, City Clerk APPROVED AS TO FORM: James F. Penman City Attorney By: 8 2013-6 Attachment A-1 irk n . U b. Tr 8141 E Kaiser Blvd.,Suite 112 Anaheim Hills,CA 92808 (714)283-8820 TEL (714)283-8827 FAX www.i ne ure n ceove rl o ad.co m INSURANCE December 10,2012 OVERLOAD STAFFING Dear Rhonda, Corporate Headquarters Thank you for allowing Insurance Overload Services,Inc.(IOS)the opportunity DALLAS to provide staffing services to The City of San Bernardino.This letter confirms • that Sandra Smith,a temporary employee of IOS,will begin working at The City Regional of San Bernardino on 12/10/12,as a Work Comp Adjuster for The City of San Headquarters: Bernardino.IOS will bill $39.00 per hour to The City of San Bernardino for LOS ANGELES NEW YORK Sandra's services and$58.50 per hour for overtime.Payment of invoices is due CHICAGO and owing within.thirty(30)days of invoice date.While on this assignment, DALLAS Sandra will be working under the Workers'Compensation,General Liability, E&O and Fidelity insurance policies of IOS. The City of San Bernardino will be responsible for supervising and directing Sandra's work while on assignment.The City of San Bernardino shall verify the accuracy of Sandra's time sheets recording regular and overtime hours worked with The City of San Bernardino's permission or knowledge. In the event,The City of San Bernardino fails to pay any invoice when due,The City of San Bernardino agrees to pay all of IOS'costs of collection,including reasonable attorney's fees.Additionally,IOS may charge interest on any overdue amount at a rate of the lesser of one and one-half percent(1.5%)per month or the • highest rate allowed by applicable law from the date the amount first became due. Please contact me if you have any questions concerning the placement of Sandra Smith,or if IOS may further assist The City of San Bernardino with its staffing needs. Sine ely, Linda Kirchm n Staffing Manager 9 ,: l:: , 2013-6 Tos 8141 E.Kaiser Blvd.,Suite 112 Anaheim Hills,CA 92808 (714)283-8820 TEL (714)283-8827 FAX December 17,2012 www.insuranceoverload.com Dear Rhonda, I N S U R AN C E Thank you for allowing Insurance Overload Services,Inc.(IOS)the opportunity OVERLOAD to provide staffing services to The City of San Bernardino.This letter confirms STAFF!N G that Jeannine Norman,a temporary employee of IOS,will begin working at The City of San Bernardino on 12/17/12,as a Work Comp Adjuster for The City of San Corporate Bernardino..IOS will bill$43.50 per hour to The City of San Bernardino for Headquarters: Jeannine's services and$65.25 per hour for overtime.Payment of invoices is due DALLAS and owing within thirty(30)days of invoice date.While on this assignment, Jeannine will be working under the Workers'Compensation,General Liability, • Regional E&O and Fidelity insurance policies of IOS. Headquarters: LDS NANGELES R The City of San Bernardino will be responsible for supervising and directing CHICAGO Jeannine's work while on assignment.The City of San Bernardino shall verify the DALLAS accuracy of Jeannine's time sheets recording regular and overtime hours worked with The City of San Bernardino's permission or knowledge. IOS has incurred substantial recruitment,screening,administrative and marketing expenses with respect to its temporary employees;therefore,if The City of San Bernardino,or an affiliate,successor or assignee of The City of San Bernardino,directly or indirectly hires,employs or utilizes the services of Jeannine,in any capacity other than as a temporary employee of IOS within six (6)weeks of 12/17/2012,a conversion fee in the amount of$3,5oo.00 will be due and owing by The City of San Bernardino.Should such employment or use occur after six(6)weeks from 12/17/2012,a conversion fee in the amount of$2,500.00 will be due and owing by The City of San Bernardino.If The City of San Bernardino should hire,employ or utilize an IOS temporary employee within six (6)months from the date the IOS temporary employee's assignment is terminated,a conversion fee shall be due and owing.The amount of such conversion fee shall depend on the temporary employee's duration of assignment prior to termination.Any applicable state taxes shall be added to conversion fees charged.Payment of invoices is due and owing within thirty(30)days of invoice date. • In the event,The City of San Bernardino fails to pay any invoice when due,The City of San Bernardino agrees to pay all of IOS'costs of collection,including reasonable attorney's fees.Additionally,IOS may charge interest on any overdue amount at a rate of the lesser of one and one-half percent(1.5%)per month or the highest rate allowed by applicable law from the date the amount first became due. Please contact me if you have any questions concerning the placement of Jeannine Norman,or if IOS may further assist The City of San Bernardino with its staffing needs. Sinperely, zwer n a Kirchm nn Staffing Manager S Y 2013-6 8141 E.Kaiser Blvd.,Suite 112 n C Tud Anaheim Hills,CA 92808 (714)283-8820 Hills, TEL (714)283-8827 FAX December 27,2012 www.ineuranceoverload.com Dear Rhonda, INSURANCE Thank you for allowing Insurance Overload Services,Inc.(IOS)the opportunity OVERLOAD to provide staffing services to The City of San Bernardino.This letter confirms STAFFING that Mary Deshong,a temporary employee of IOS,will begin working at The City of San Bernardino on 01/02/2013,as a Work Comp Adjuster for The City of San Corporate Bernardino..IOS will bill$43.50 per hour to The City of San Bernardino for Headquarter.. Mary's services and$65.25 per hour for overtime.Payment of invoices is due and DALLAS owing within thirty(so)days of invoice date.While on this assignment,Mary will be working under the Workers'Compensation,General Liability,E&O and Regional Fidelity insurance policies of IOS. Headquarters Las ANGELES The City of San Bernardino will be responsible for supervising and directing YORK � an p ons p g g CHICAGO Mary's work while on assignment.The City of San Bernardino shall verify the DALLAS accuracy of Mary's time sheets recording regular and overtime hours worked with The City of San Bernardino's permission or knowledge. IOS has incurred substantial recruitment,screening,administrative and marketing expenses with respect to its temporary employees;therefore,if The City of San Bernardino,or an affiliate,successor or assignee of The City of San Bernardino,directly or indirectly hires,employs or utilizes the services of Mary, in any capacity other than as a temporary employee of IOS within six(6)weeks of 01/02/2013,a conversion fee in the amount of$3,500.00 will be due and owing by The City of San Bernardino.Should such employment or use occur after six(6) weeks from 01/02/2013,a conversion fee in the amount of$2,500.00 will be due and owing by The City of San Bernardino.If The City of San Bernardino should hire,employ or utilize an IDS temporary employee within six(6)months from the date the IOS temporary employee's assignment is terminated,a conversion • fee shall be due and owing.The amount of such conversion fee shall depend on the temporary employee's duration of assignment prior to termination.Any applicable state taxes shall be added to conversion fees charged.Payment of invoices is due and owing within thirty(30)days of invoice date. In the event,The City of San Bernardino fails to pay any invoice when due,The City of San Bernardino agrees to pay all of IOS'costs of collection,including reasonable attorney's fees.Additionally,IOS may charge interest on any overdue amount at a rate of the lesser of one and one-half percent(1.5%)per month or the highest rate allowed by applicable law from the date the amount first became due. Please contact me if you have any questions concerning the placement of Mary Deshong,or if IOS may further assist The City of San Bernardino with its staffing needs. Sin rei , da Kirchm nn Staffing Manager SV • 2013-6 9141 E Kaiser Blvd.,Suite 112 Anaheim Hills,CA 92808 (714)283-8820 TEL (714)283-8827 FAX December 27,2012 www.insuranceoverioed.com Dear Rhonda, INSURANCE Thank you for allowing Insurance Overload Services,Inc.(IOS)the opportunity OVERLOAD to provide staffing services to The City of San Bernardino.This letter confirms STAFFING that Damonyea Smith,a temporary employee of IOS,will begin working at The City of San Bernardino on 01/02/2013,as a Work Comp Assistant for The City of Corporate San Bernardino..IOS will bill$26.10 per hour to The City of San Bernardino for Headquarters: Damonyea's services and$39.16 per hour for overtime.Payment of invoices is DALLAS due and owing within thirty(3o)days of invoice date.While on this assignment, Damonyeawill be working under the Workers'Compensation,General Liability, Regional E&O and Fidelity insurance policies of IOS. Headquarters: LOS ANGELES The City of San Bernardino will be responsible for supervising and directing YORK K � � p g an rec g CHICAGO Damonyea's work while on assignment.The City of San Bernardino shall verify DALLAS the accuracy of Damonyea's time sheets recording regular and overtime hours worked with The City of San Bernardino's permission or knowledge. . IOS has incurred substantial recruitment,screening,administrative and marketing expenses with respect to its temporary employees;therefore,if The City of San Bernardino,or an affiliate,successor or assignee of The City of San Bernardino,directly or indirectly hires,employs or utilizes the services of Damoneya,in any capacity other than as a temporary employee of IOS within six (6)weeks of 01/02/2013,a conversion fee in the amount of$3,500.00 will be due and owing by The City of San Bernardino.Should such employment or use occur after six(6)weeks from 01/02/2013,a conversion fee in the amount of $2,500.00 will be due and owing by The City of San Bernardino.If The City of San Bernardino should hire,employ or utilize an IOS temporary employee within six(6)months from the date the IOS temporary employee's assignment is terminated,a conversion fee shall be due and owing.The amount of such conversion fee shall depend on the temporary employee's duration of assignment prior to termination.Any applicable state taxes shall be added to conversion fees charged.Payment of invoices is due and owing within thirty(30)days of invoice date. In the event,The City of San Bernardino fails to pay any invoice when due,The City of San.Bernardino agrees to pay all of IOS'costs of collection,including reasonable attorney's fees.Additionally,IOS may charge interest on any overdue amount at a rate of the lesser of one and one-half percent(1.5%)per month or the highest rate allowed by applicable law from the date the amount first became due. . Please contact me if you have any questions concerning the placement of Damoneya Smith,or if IOS may further assist The City of San Bernardino with its staffing needs. ei,r��cer,JAc'' L ly,T achvii . ._. LLihda Kirchmann Staffing Manager 9 SV ,:.,....,:: 1 2013-6 AGREEMENT FOR TEMPORARY STAFFING SERVICES THIS AGREEMENT is made and entered into this 10th day of January , 2013 ("Effective Date"), by and between the CITY OF SAN BERNARDINO, a charter city ("CITY"), and Insurance Overload Services, Inc. doing business as Insurance Overload Staffing Systems ("CONTRACTOR"). WITNESSETH : A. WHEREAS, CITY proposes to have CONTRACTOR provide the 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. For the remuneration stipulated, CONTRACTOR shall furnish temporary staffing services to CITY in accordance with CONTRACTOR's letters, attached and incorporated herein as Attachment A-1. 1.2. Cost for Services. The amounts expended under this Agreement for CONTRACTOR fees shall not exceed $75,000 without further approval of the Mayor and Common Council. 1.3. 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 1 2013-6 laws that may affect CONTRACTOR's performance of this Agreement. CONTRACTOR further represents that no CITY employee will provide any services under this Agreement. 1.4. Warranty. 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 reasonable attorneys' fees and costs, presented, brought, or recovered against CITY for, or on account of, any liability under any of the above-mentioned laws, arising from or related to CONTRACTOR's performance under this Agreement. 1.5. Non-discrimination. In performing this Agreement, CONTRACTOR shall not engage in, nor permit its officers, employees or agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, mental or physical disability, 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. 1.6. 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. 1.7. Delegation and Assignment. This is a personal services 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. 1.8. Conflicts of Interest. During the term of this Agreement, CONTRACTOR shall, at all times, maintain a duty of loyalty and a fiduciary duty as to the CITY and shall not accept payment from or employment with any person or entity which will constitute a conflict of interest with the services performed for CITY. 1.9. CITY Business Certificate. CONTRACTOR shall obtain and maintain during the term of this Agreement a valid CITY Business Registration Certificate pursuant to Title 5 of the CITY of San Bernardino Municipal Code and any and all other licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required of CONTRACTOR to practice its profession, skill or business. /// /// 2 2013-6 • 2.0. COMPENSATION AND BILLING 2.1. Compensation. Except as provided herein, over the term of this Agreement, CONTRACTOR shall be paid a maximum of $75,000 in accordance with the hourly rates set forth in Attachment A-1. 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. 2.2. Additional Services. CONTRACTOR shall not receive compensation for any services provided outside the scope of services specified in this Agreement unless the CITY, 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 shall submit invoices to CITY for approval. Said invoice shall be based on the total of all services which have been completed to CITY's sole satisfaction. CITY shall pay CONTRACTOR's invoice within forty-five (45) days from the date CITY receives said invoice. The 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 for inspection and/or audit at mutually convenient times for a period of three (3) years from the Effective Date. 3.0. TERM AND NOTIFICATION. 3.1. Term. This Agreement shall commence on the Effective Date and continue through the completion of services, unless the Agreement is previously terminated as provided for herein. 3.2. Termination. CITY reserves and has the right and privilege of cancelling, 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 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. 3.3 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 of termination. 3 2013-6 4.0. INSURANCE 4.1. Minimum Scope and Limits of Insurance. CONTRACTOR shall obtain and maintain during the term of this Agreement all of the following insurance coverages: (a) Commercial 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. (d) Professional Liability Insurance with limits of at least $1,000,000 per claim. In lieu of naming the CITY as an additional insured, the policy may be endorsed as follows: "Insurance coverage afforded by this policy shall also apply to the liability assumed by the Insured under the Agreement with the CITY OF SAN BERNARDINO for legal defense services, provided such liability results from an error, omission or negligent act of the insured, its officers, employees, agents or subcontractors. All other provisions of this policy are to remain unchanged." 4.2. Endorsements. The commercial general liability insurance policy shall contain or be endorsed to contain the following provisions: (a) Additional insured: "The CITY of San Bernardino and its elected and appointed boards, officers, agents, and employees are additional insured with respect to this subject project and contract with CITY." (b) Notice: "Said policy shall not terminate, nor shall it be materially changed or 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." 4.3. Certificates of Insurance. CONTRACTOR shall provide to CITY certificates of insurance showing the insurance coverage and required endorsements described above, in a form and content approved by CITY, prior to performing any services under this Agreement. 4 2013-6 • 4.4. 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. 5.0. GENERAL PROVISIONS 5.1. 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. 5.2. 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: IF TO CITY: Bert DiEugenio, Branch Manager Jason Simpson, Director of Finance Insurance Overload Staffing Systems City of San Bernardino 8141 E. Kaiser Blvd., Suite 112 300 North "D" Street Anaheim Hills, CA 92808 San Bernardino, CA 92418 Telephone: (714) 283-8820 Telephone: (909) 384-5242 Fax: (714) 283-8827 Fax: (909) 384-5043 5.3. Attorneys' 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 Agreement. 5.4. 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. 5.5. 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 5 2013-6 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. 5.6. Indemnification and Hold Harmless. CONTRACTOR shall protect, defend, indemnify and hold harmless CITY and its elected and appointed officials, boards, commissions, officers, attorneys, agents and employees from any and all claims, losses, demands, suits, administrative actions, penalties, liabilities and expenses, including reasonable attorney fees, damage to property or injuries to or death of any person or persons or damages of any nature including, but not limited to, all civil claims or workers' compensation claims arising from or in any way related to CONTRACTOR's performance under this Agreement, except when caused by the CITY's negligence. 5.7. 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 agent or employee of CITY. CONTRACTOR shall secure, at his expense, and be responsible for any and all payment of wages, benefits and taxes including, but not limited to, 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. Neither CONTRACTOR nor its officers, agents and employees shall be entitled to receive any benefits which employees of CITY are entitled to receive and shall not be entitled to workers' compensation insurance, unemployment compensation, medical insurance, life insurance, paid vacations, paid holidays, pension, profit sharing or social security on account of CONTRACTOR and its officers', agents' and employees' work for the CITY. This Agreement does not create the relationship of agent, servant, employee partnership or joint venture between the CITY and CONTRACTOR. 5.8. Conflict of Interest Disclosure: CONTRACTOR or its employee may be subject to the provisions of the California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to disclose financial interests that may be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making or participating in making decisions that will have a foreseeable financial affect on such interest. CONTRACTOR shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for termination of the Agreement by CITY. 5.9. Responsibility for Errors. CONTRACTOR shall be responsible for its work and results under this Agreement. CONTRACTOR, when requested, shall furnish clarification and/or explanation as may be required by the CITY's representative, regarding any services rendered under this Agreement at no additional cost to CITY. In the event that an error or omission attributable to CONTRACTOR occurs, then CONTRACTOR shall, at no cost to CITY, provide all other CONTRACTOR professional services necessary to rectify and correct the 6 2013-6 matter to the sole satisfaction of CITY and to participate in any meeting required with regard to the correction. 5.10. Prohibited Employment. CONTRACTOR shall not employ any current employee of CITY to perform the work under this Agreement while this Agreement is in effect. 5.11. 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. 5.12. No Third Party 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. 5.13. 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. 5.14. Amendments. Only a writing executed by all of the parties hereto or their respective successors and assigns may amend this Agreement. 5.15. 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 waiver is sought. The waiver of any right or remedy with respect to any occurrence or event shall not be deemed a waiver of any right or remedy with respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver. 5.16. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable for any reason, 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, and the remaining provisions of this Agreement shall remain in full force and effect. 5.17. Counterparts: 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. 5.18. Corporate Authority. 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. 7 2013-6 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, INSURANCE OVERLOAD SERVICES, INC. DBA INSURANCE OVERLOAD STAFFING SYSTEMS • h.C1(1( Y)/(idLA J,._ - . . , D' - • . Signature 1 Ji\h")‘,/t. 'or Name and Title ATTEST: Georgeann)4anna, Cityerk APPROVED AS TO FORM: James F. Penman City Attorney 8