HomeMy WebLinkAbout07.K- Human Resources R 7-K
RESOLUTION (ID #2347) DOC ID: 2347 B
CITY OF SAN BERNARDINO—REQUEST FOR COUNCIL ACTION
Agreement/Contract Amendment
From: Diana Leibrich M/CC Meeting Date: 04/15/2013
Prepared by: Linda Wynn, (909) 384-5161
Dept: Human Resources Ward(s): All
Subject:
Resolution of the Mayor and Common Council of the City of San Bernardino Authorizing the
Execution of Amendment No. 1 to the Agreement with Insurance Overload Staffing Systems for
Temporary Staffing Services. (#2347)
Current Business Registration Certificate: Yes
Financial Impact:
Request authorization to increase the existing contract in the amount of$50,000. The total
contract shall not exceed $125,000. Existing unspent funds for this amount are available in the
Worker Compensation Fund. No additional appropriations is required.
Motion: Adopt the Resolution.
Synopsis of Previous Council Action:
On January 10, 2013, the Mayor and Common Council authorized the execution of an agreement
and purchase order with Insurance Overload Staffing Systems for Temporary Staffing Services
(Resolution No. 2013-6).
Back,2round•
On January 10, 2013, the Mayor and Common Council authorized an agreement with Insurance
Overload Staffing Systems to provide temporary, specialized Workers' Compensation staffing
services until a third-party administrator could be secured for the administration of the City's
Workers' Compensation Program (Resolution No. 2013-6). The anticipated cost at that time was
not to exceed$75,000.
On March 18, 2013, the Mayor and Common Council executed a Vendor Services Agreement
with York Risk Services Group (York) to provide Workers' Compensation third-party claims
administrator services for the City (Resolution No. 2013-54). The Agreement has been fully
executed with all required signatures; however, it will take approximately eight (8) weeks for the
transition to be completed. As such, an additional $50,000 is being requested to continue the
temporary employment of two (2) of the original five (5) specialized Workers' Compensation
individuals to assist York during the transition period. The salary savings realized from the
recent departure of full-time employees within the Human Resources Department will offset this
expense.
City Attorney Review:
Supporting Documents:
Updated:4/9/2013 by Linda Sutherland B Packet Pg..343''
2347
reso 2347 (PDF)
Ex. A-AMENDMENT NO 1 (PDF)
Resolution 2013-6 Insurance Overload Agrmt (PDF)
Updated:4/9/2013 by Linda Sutherland B
1 RESOLUTION NO.
2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN
BERNARDINO AUTHORIZING THE EXECUTION OF AMENDMENT NO. i TO THE
3 AGREEMENT FOR STAFFING SERVICES BETWEEN INSURANCE OVERLOAD
STAFFING SYSTEMS AND THE CITY OF SAN BERNARDINO.
4
WHEREAS, the City of San Bernardino has an existing agreement for staffing service
5
6 with Insurance Overload Staffing Systems to provide specialized temporary staffing services in
the Human Resources Department; and E
7
L
8
WHEREAS,the City wishes to continue temporary staffing services; and a
a
ca
9
WHEREAS,the cost for the contract extension will be $50,000; °
to NOW THEREFORE BE IT RESOLVED BY THE MAYOR AND COMMON
11 COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS:
12 0
SECTION 1: The City Manager of the City of San Bernardino is hereby authorized an c
I3 Z
directed to execute Amendment No. 1 to the "Agreement For Staffing Services" with Insurance
d
I4 E
15 Overload Staffing Systems to provide specialized temporary staffing services at a cost not tc E
Q
15 exceed $50,000. A copy of said Amendment is attached hereto as Exhibit "A" and incorporatedti
M
17 herein by reference.
ti
18 SECTION 2: The Purchasing Manager is authorized and directed to issue a Chang o
N
19 Order to increase Purchase Order No. 2013-00001503 in an amount not to exceed$125,000. r
20 SECTION 3: The authorization to execute the above-referenced Amendment an
21
Change Order to Purchase Order No. 2013-00001503 is rescinded if the parties to the Q
22
Amendment do not execute it within sixty(60)days of the passage of this Resolution.
23
24
25
1
Packet Pg: 345
1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN
BERNARDINO AUTHORIZING THE EXECUTION OF AMENDMENT NO. 1 TO THE
2 AGREEMENT FOR STAFFING SERVICES BETWEEN INSURANCE OVERLOAD
STAFFING SYSTEMS AND THE CITY OF SAN BERNARDINO.
3
I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and
4
Common Council of the City of San Bernardino at a meeting thereof,
5
held on the day of ,2013, by the following vote, to wit:
6
d
E
7
L
COUNCILMEMBERS: AYES NAYES ABSTAIN ABSENT a
s .�
9 MARQUEZ °
a�
JENKINS 0
10 a�
VALDIV IA
11 SHORETT N
12 KELLEY o
13 JOHNSON 6
MC CAMMACK
14
15
_
Q
16 Georgeann Hanna, City Clerk
M
17
I�
The foregoing Resolution is hereby approved this of ,2013. N
M
18
O
N
19 L
_
20 Patrick J. Morris,Mayor E
City of San Bernardino
21 Approved as to form:
Q
22 JAMES F. PENMAN,
City At rney
23
24 By: C? �
25
2
Packet Pg.346
AMENDMENT NO. I TO THE AGREEMENT FOR STAFFING SERVICES
BETWEEN INSURANCE OVERLOAD STAFFING SYSTEMS
AND THE CITY OF SAN BERNARDINO
THIS AMENDMENT TO THE AGREEMENT FOR STAFFING SERVICES is made and entered into this
day of , 2013 ("Effective Date"), by and between the City of San Bernardino, a charter city
("CITY"), and Insurance Overload Staffing Systems("CONTRACTOR").
WITNESSETH:
WHEREAS, the parties hereto entered into an Agreement For Staffing Services dated January 10, 2013,
for specialized temporary staffing services; and E
WHEREAS, CONTRACTOR provides the insurance industry with a continued degree of specialized a
expertise that cannot be found in standard office staffing agencies; and
WHEREAS, Sections 5.1 and 5.14 of the aforesaid Agreement For Staffing Services allow such °
Agreement to be amended by a written agreement executed by the parties; and o
WHEREAS, the parties desire to enter into Amendment No. 1 to the Agreement For Staffing Services;
and
NOW,THEREFORE,THE PARTIES HERETO AGREE AS FOLLOWS: y
The amendment to the Agreement For Staffing Services amends only those terms contained herein; such terms o
not covered by this Amendment shall remain in full force and effect as set forth in said Agreement For Staffing
Services dated January 10, 2013. c
Z
1.2 Costs for Services. The amounts expended under this Agreement for CONTRACTOR fees shall
not exceed $125,000 without further approval of the Mayor and Common Council. This is equal to $50,000
above the approved compensation amount in the original Agreement For Staffing Services.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the Agreement For Q
Staffing Services by and through their respective authorized officers on the day of ,2013.
M
N
CITY OF SAN BERNARDINO, INSURANCE OVERLOAD
A municipal corporation z
Z
W
Allen J. Parker, City Manager Signature z
W
Q
ATTEST: Name and Title a
X
W
Georgeann Hanna, City Clerk
E
APPROVED AS TO FORM: R
James Penman, City Attorney Q
By:
Pack,, Pg:347
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 E
INSURANCE OVERLOAD STAFFING SYSTEMS FOR TEMPORARY STAFFING L
4 SERVICES. a
5 M
NOW THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON
6 COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: o
a�
7
8 SECTION 1. The City Manager is hereby authorized and directed to execute an y
9 Agreement for Temporary Staffing Services with Insurance Overload Services, Inc. doing
T
10 business as Insurance Overload Staffing Systems, a copy of which is attached hereto marked Z
11
Exhibit A and incorporated herein by reference. v
12
SECTION 2. The Finance Department is hereby authorized and directed to issue a E
13 a
14 Purchase Order to Insurance Overload Staffing Systems for an amount not to exceed $75,000
N
15 and shall reference and incorporate the terms and conditions of this Resolution. E
L
a�
16 SECTION 3. This authorization to execute the above-referenced Agreement and
0
17 Purchase Order is rescinded if the Agreement is not executed within sixty (60) days of the
18 °
passage of this Resolution. _
19 L
20 c
co
21
0
N
22 o
0
23
24
25 E
26 w
27
28
Packet Pg.348
2013-6 M
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 E
a�
4 SERVICES.
a�
a
5 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and
0
L
6 Common Council of the City of San Bernardino at a joint adjourned reg. meeting o
d
7 thereof,held on the 10thday of January ,2013,by the following vote,to wit: r-
8
y
COUNCILMEMBERS: AYES NAYS ABSTAIN ABSENT o
9 Y
T
10 MARQUEZ x z°
11 JENKINS x
_
12 VALDIVIA x E
13 x
SHORETT
Q
14
KELLEY x
15 E
16 JOHNSON x
17 MC CAMMACK x
18
19 Geor H a City Clerk
N
20
The foregoing resolution is hereby approved this �� day of January , 2013. <o
21
0
N
22 O
23 Pat ' J. Mor 's,Mayor c
City rnardino
24
25 Approved as to form:
JAMES F. PENMAN,
26 City A rney r
Q
27 By:
` 28
Packet Pg.349"
2013-6
AGREEMENT FOR TEMPORARY STAFFING SERVICES
THIS AGREEMENT is made and entered into this 10thday 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 i
("CONTRACTOR"). a
�o
WITNESSETH :
d
A. WHEREAS, CITY proposes to have CONTRACTOR provide the services
described herein below; and
L
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
Z
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 -Ea
c
services to be performed; and °
E
Q
---*. 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 N
Agreement.
E
L
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions
a
contained herein, the parties hereby agree as follows: c
°
0
1.0. SERVICES PROVIDED BY CONTRACTOR
1.1. Scope of Services. For the remuneration stipulated, CONTRACTOR shall furnish N
temporary staffing services to CITY in accordance with CONTRACTOR's letters, attached and =
incorporated herein as Attachment A-1. M
0
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. c
N
d
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 a
that may affect its performance of this Agreement and shall advise CITY of any changes in any
1
Packet Pg. 350
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 E
including, but not limited to, those laws related to minimum hours and wages; occupational L
health and safety; fair employment and employment practices; workers' compensation insurance a
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 0
harmless CITY from and against all claims, demands, payments, suits, actions, proceedings, and o
judgments of every nature and description including reasonable attorneys' fees and costs, W
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 N
Agreement. c
0
1.5. Non-discrimination. In performing this Agreement, CONTRACTOR shall not o
engage in, nor permit its officers, employees or agents to engage in, discrimination in z
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 -Ea
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. ti
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 E
Agreement or may have its own employees perform services similar to those services 0'
¢
contemplated by this Agreement. c
L
1.7. Delegation and Assignment. This is a personal services contract, and the duties 0
set forth herein shall not be delegated or assigned to any person or entity without the prior written
consent of CITY. L
0
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 M
payment from or employment with any person or entity which will constitute a conflict of interest N
with the services performed for CITY.
0
r
1.9. CITY Business Certificate. CONTRACTOR shall obtain and maintain during the 0
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.
r
r
2
Packet Pg. 351
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 E
such services is dependent upon the demand for such services resulting from workers' L
compensation claims filed with the CITY and no minimum volume of work to be assigned is a
expressed or implied.
0
L
2.2. Additional Services. CONTRACTOR shall not receive compensation for any o
services provided outside the scope of services specified in this Agreement unless the CITY, 4)
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 N
services or additional compensation shall be barred and are unenforceable. 5
0
2.3. Method of Billing. CONTRACTOR shall submit invoices to CITY for approval. o
Said invoice shall be based on the total of all services which have been completed to CITY's sole z
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 Q
]�E F authorized change order, where applicable, on all invoices.
M
2.4. Records and Audits. Records of CONTRACTOR's services relating to this
Agreement shall be maintained in accordance with generally recognized accounting principles E
and shall be made available to CITY for inspection and/or audit at mutually convenient times for a
a period of three(3)years from the Effective Date. c
L
d
0
3.0. TERM AND NOTIFICATION.
0
3.1. Term. This Agreement shall commence on the Effective Date and continue N
through the completion of services, unless the Agreement is previously terminated as provided
for herein. M
0
N
3.2. Termination. CITY reserves and has the right and privilege of cancelling, c
suspending, or abandoning the execution of all or any part of the work contemplated by this 2
Agreement, with or without cause, at any time, by providing written notice to CONTRACTOR. o
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.
t
U
3.3 Compensation. In the event of termination, CITY shall pay CONTRACTOR for a
professional services satisfactorily performed up to and including the date of CITY's written
notice of termination.
3
Packet Pg:352
2013-6
4.0. INSURANCE
4.1. Minimum Scone and Limits of Insurance. CONTRACTOR shall obtain and
maintain during the term of this Agreement all of the following insurance coverages:
E
(a) Commercial general liability, including premises-operations, L
products/completed operations, broad form property damage, blanket a
contractual liability, independent contractors, personal injury with a policy
limit of not less than One Million Dollars ($1,000,000.00), combined °
a�
single limits,per occurrence and aggregate.
O
d
(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), y
combined single limits,per occurrence and aggregate. c
0
w
(c) Workers' compensation insurance as required by the State of California. o
z
(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 -0
be endorsed as follows:
a
"Insurance coverage afforded by this policy shall also apply to the liability
assumed by the Insured under the Agreement with the CITY OF SAN N
BERNARDINO for legal defense services, provided such liability results r
from an error, omission or negligent act of the insured, its officers, E
employees, agents or subcontractors. All other provisions of this policy are Q
to remain unchanged." c
a�
4.2. Endorsements. The commercial general liability insurance policy shall contain or o
be endorsed to contain the following provisions:
c
0
(a) Additional insured: "The CITY of San Bernardino and its elected and y
appointed boards, officers, agents, and employees are additional insured
with respect to this subject project and contract with CITY." r,
0
N
(b) Notice: "Said policy shall not terminate, nor shall it be materially changed o
or cancelled, nor the coverage reduced, until thirty (30) days after written
notice is given to CITY." y
(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." E
4.3. Certificates of Insurance. CONTRACTOR shall provide to CITY certificates of Q
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
Packet Pg:353
i
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.
a�
5.0. GENERAL PROVISIONS d
L
5.1. Entire Agreement: This Agreement constitutes the entire Agreement between the a
parties with respect to any matter referenced herein and supersedes any and all other prior M
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. o
L
M
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 o
served or delivered: a) at the time of delivery if such communication is sent by personal delivery; z
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. £
a
IF TO CONTRACTOR: IF TO CITY:
Bert DiEugenio, Branch Manager Jason Simpson, Director of Finance N
Insurance Overload Staffing Systems City of San Bernardino
8141 E. Kaiser Blvd., Suite 112 300 North "D" Street E
Anaheim Hills,CA 92808 San Bernardino, CA 92418 Q
Telephone: (714) 283-8820 Telephone: (909) 384-5242 c
Fax: (714)283-8827 Fax: (909) 384-5043
d
0
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 N
exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, 5
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 N
"attorneys' fees" for the purposes of this Agreement. o
5.4. Governing Law. This Agreement shall be governed by and construed under the o
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 E
Bernardino County, California.
5.5. Assignment: CONTRACTOR shall not voluntarily or by operation of law assign, a
transfer, sublet or encumber all or any part of CONTRACTOR's interest in this Agreement
5
Packet Pg.354
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. E
as
as
L
5.6. Indemnification and Hold Harmless. CONTRACTOR shall protect, defend, a
indemnify and hold harmless CITY and its elected and appointed officials, boards, commissions,
0
officers, attorneys, agents and employees from any and all claims, losses, demands, suits, L
administrative actions, penalties, liabilities and expenses, including reasonable attorney fees, 0
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 y
the CITY's negligence.
0
5.7. Independent Contractor. CONTRACTOR, at all times while performing under r
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, E
Social Security, State Disability Insurance Compensation, Unemployment Compensation, and
other payroll deductions for CONTRACTOR and its officers, agents, and employees, and all Q
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 E
vacations, paid holidays, pension, profit sharing or social security on account of CONTRACTOR a
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
0
CONTRACTOR. o
d
5.8. Conflict of Interest Disclosure: CONTRACTOR or its employee may be subject L
to the provisions of the California Political Reform Act of 1974 (the "Act"), which (1) requires y
such persons to disclose financial interests that may be materially affected by the work performed C
under this Agreement, and (2) prohibits such persons from making or participating in making C,
decisions that will have a foreseeable financial affect on such interest. N
c
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. 0
0
5.9. Responsibility for Errors. CONTRACTOR shall be responsible for its work and
results under this Agreement. CONTRACTOR, when requested, shall furnish clarification d
E
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 a
omission attributable to CONTRACTOR occurs,then CONTRACTOR shall, at no cost to CITY,
C) provide all other CONTRACTOR professional services necessary to rectify and correct the
6
Packet Pg.355
2013-6
matter to the sole satisfaction of CITY and to participate in any meeting required with regard to
the correction.
5.10. Prohibited EMloyment. CONTRACTOR shall not employ any current employee
of CITY to perform the work under this Agreement while this Agreement is in effect. E
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
0
expressly provided herein.
0
5.12. No Third Pggy BeneficiM 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.
0
5.13. Headings. Paragraphs and subparagraph headings contained in this Agreement 6
are included solely for convenience and are not intended to modify, explain or to be a full or Z
accurate description of the content thereof and shall not in any way affect the meaning or
E
interpretation of this Agreement.
E
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 E
0)
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
0
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 >
0
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 0
U)
of which shall be deemed an original. All counterparts shall be construed together and shall
constitute one agreement.
E
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
Packet Pg.356
2013-6
i
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.
w
c
CITY OF SAN BERNARDINO, INSURANCE OVERLOAD SERVICES, E
INC. DBA INSURANCE OVERLOAD L
STAFFING SYSTEMS a
0
L
Jason Simpson, Director of Finance Signature 0
a�
c
Name and Title
c
O
T
ATTEST:
0
Z
Q)
Georgeann Hanna, City Clerk
E
d
E
a
APPROVED AS TO FORM:
M
N
r
James F. Penman E
City Attorney a
o
-� >
BY= O
as
c
L
N
_c
M
r
N
C
O
O
O
N
G1
.i+
_
d
E
L
V
c0
r
w
a
8
f
2013-6
Attachment A-1
8141 E Kaiser Blvd.,Suite 112
Anaheim Hills,CA 92808
(714)28"820 TEL
[714)283.8827 FAX
www.i nsuranceove rlo ad.co m
' r
INSURANCE December 10,2012
OVERLOAD E
STAFFING ;v
Dear Rhonda, a
Corporate cC
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 U
Haedgaertera: O
LDS ANGELES Bernardino.IOS will bill$39.00 per hour to The City of San Bernardino for
NEW YORK Sandra's services and$58.5o per hour for overtime.Payment of invoices is due :3
CHICAGO and owing within thirty(3o)days of invoice date.While on this assignment,
DALLAS Sandra will be working under the Workers'Compensation,General Liability, o
E&O and Fidelity insurance policies of IOS.
The City of San Bernardino will be responsible for supervising and directing c
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.
E
In the event,The City of San Bernardino fails to pay any invoice when due,The a
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. o
L
Sincerely, >
O
Linda Mirchm n y
Staffing Manager
co
M
r
O
N
C
O
O
En
N
C
d
E
— _ U
SS Q
VV
Packet Pg. 358
2013-6
8 141 E.Kaiser Blvd.,Suite 112
Anaheim Hills,CA 92808
(714)283-6820 TEL
(714)2SM827 FAX
December 17,2012 WWW.Insuranceovarload,com
Dear Rhonda,
INSURANCE Thank you for allowing Insurance Overload Services,Inc.(IOS)the opportunity
OVERLOAD E
to provide staffing services to The City of San Bernardino.This letter confirms
STAFFING
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
Corpor"s Bernardino..108 will bill$43.50 per hour to Ile City of San Bernardino for
Headquartars: 0
Jeannine's services and$65-25 per hour for overtime.Payment of invoices is due
DALLAS and owing within thirty(3o)days of invoice date.While on this assignment, >
Jeannine will be working under the Workers'Compensation,General Liability, 0
Regional
E&O and Fidelity insurance policies of IOS.
Headquarters:
LDS ANGELES
NM YORK 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
0
DALLAS accuracy of Jeannine's time sheets recording regular and overtime hours worked
with The City of San Bernardino's permission or knowledge.
6
Z
IOS has incurred substantial recruitment,screening,administrative and
marketing expenses with respect to its temporary employees;therefore,if The
E
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 E
(6)weeks Of 12/17/2012,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 la/17/2012,a conversion fee in the amount Of$2,,500.00 ce)
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 E
(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(3o)days of invoice >
date. 0
CD
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 10S'costs of collection,including
reasonable attorney's fees.Additionally,105 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,
CD
Please contact me if you have any questions concerning the placement of C14
Jeannine Norman,or if IOS may further assist The City of San Bernardino with .0
its staffing needs.
0
Sm' perel W
Linta Mirchm in�n
Staffing Manager E
�Sv
Packet Pg. 359
2013-6 7.K.c
8141 E Kaiser Blvd.,Suite 112
Anaheim Hills.CA 92808
(714)283-8820 TEL
Tos-I (714)28 3-8827 FAX
December 27,2012 www.ineurenceoverload.com
Dear Rhonda,
INSURANCE Thank you for allowing Insurance Overload Services,Inc.(IOS)the opportunity
S T A F
OVERLOAD
N G to provide staffing services to The City of San Bernardino.This letter confirms
that Mary Deshong,a temporary employee of IOS,will begin working at The City a
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 o
Headquarters. Mary's services and$65.25 per hour for overtime.Payment of invoices is due and
OAUAS owing within thirty(3o)days of invoice date.While on this assignment,Mary will O>
be working under the Workers'Compensation,General Liability,E&O and
Regional Fidelity insurance policies of IDS.
Headquarters: _
R
LOS ANGELES
NEW YORK � p ons The City of San Bernardino will be responsible for supervising ervisin andirecting
d di L
�
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.
6
IOS has incurred substantial recruitment,screening,administrative and Z
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 QE
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 E
the date the IOS temporary employee's assignment is terminated,a conversion a
fee shall be due and owing.The amount of such conversion fee shall depend on a
- - 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(3o)days of invoice date. o
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 ;a
reasonable attorney's fees.Additionally,IOS may charge interest on any overdue N
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. T
Please contact me if you have any questions concerning the placement of Mary c
Deshong,or if IOS may further assist The City of San Bernardino with its staffing
c
needs. g
°
Sin rely, /9 y
�,�� ,diLl.J�G�/Il,� °
Lirida Kirchm nn
Staffing Manager
E
s
U
cu
Q
9SV
.^:•.fit<ex:^r.
Packet Pg. 360
A
i
I
2013-6
8141 E Kaiser Blvd,Suite 112
Anaheim Hills,CA 92808
(714)283.8820 TEL
(714)2838827 FAX
December 27,2012 www.insurenceoverfoad.com
Dear Rhonda,
c
INSURANCE Thank you for allowing insurance Overload Services,Inc.(10S)the opportunity E
OVERLOAD to provide staffing services to The City of San Bernardino.This letter confirms 0)
STAFFING that Damonyea Smith,a temporary employee of IOS,will begin working at The a,
City of San Bernardino on 01/02/2013,as a Work Comp Assistant for The City of Q
Corporate San Bernardino..IOS will bill$26.10 per hour to The City of San Bernardino for a
Headquarters; Damonyea's services and$39.15 per hour for overtime.Payment of invoices is
DALLAS due and owing within thirty(3o)days of invoice date.While on this assignment, o
Damonyeawill be working under the Workers'Compensation,General Liability,
Regional E&0 and Fidelity insurance policies of IOS. U
Headquarters: C
LDS N YEW ORK The City of San Bernardino will be responsible for supervising and directing
CHCAGO 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 o
worked with The City of San Bernardino's permission or knowledge. T
6
IOS has incurred substantial recruitment,screening,administrative and Z
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 a
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
$2,5oo.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 E
six(6)months from the date the IOS temporary employee's assignment is a
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(3o)days of invoice o
date.
a�
In the event,The City of San Bernardino fails to pay any invoice when due,The L
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.
0
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 o
staffing needs.
cn
0
L/i�tcer ly,
ICirchmann
Staffing Manager E
U
fC
Gv Q
V
aiYr
Packet Pg. 361
I
I
2013-6
AGREEMENT FOR TEMPORARY STAFFING SERVICES
THIS AGREEMENT is made and entered into this 10thday of January , 2013 a
('Effective Date"), by and between the CITY OF SAN BERNARDINO, a charter city ("CITY"), E
and Insurance Overload Services, Inc. doing business as Insurance Overload Staffing Systems L
("CONTRACTOR"). a
a
�a
WITNESSETH :
d
0
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 o
Z
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
a
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. r
E
L
0
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions a
contained herein,the parties hereby agree as follows: c
L
d
0
1.0. SERVICES PROVIDED BY CONTRACTOR
L
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. M
0
N
1.2. Cost for Services. The amounts expended under this Agreement for o
CONTRACTOR fees shall not exceed $75,000 without further approval of the Mayor and
Common Council.
W
1.3. Professional Practices. All professional services to be provided by
CONTRACTOR pursuant to this Agreement shall be provided by personnel experienced in their E
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 Q
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
Packet Pg.'362
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. Warr an CONTRACTOR warrants that it shall perform the services required by
this Agreement in compliance with all applicable Federal and California employment laws d
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 a
and safety in employment; and all other Federal, State and local laws and ordinances applicable o
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
0
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 L
above-mentioned laws, arising from or related to CONTRACTOR's performance under this y
c
Agreement. o
w
1.5. Non-discrimination. In performing this Agreement, CONTRACTOR shall not d
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, 0
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
E
12940 of the Government Code. Violation of this provision may result in the imposition of a
penalties referred to in Labor Code Section 1735.
M
N
1.6. Non-exclusive Agreement. CONTRACTOR acknowledges that CITY may enter
j 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 a
contemplated by this Agreement. o
L
d
1.7. Delegation and Assignment. This is a personal services contract, and the duties 0
set forth herein shall not be delegated or assigned to any person or entity without the prior written
consent of CITY. 1°
N
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 N
with the services performed for CITY. o
1.9. CITY Business Certificate. CONTRACTOR shall obtain and maintain during the U)
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 E
practice its profession, skill or business. U
a
2
Packet-ft 363'
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' L
compensation claims filed with the CITY and no minimum volume of work to be assigned is a
expressed or implied.
0
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.
0
2.3. Method of Billing. CONTRACTOR shall submit invoices to CITY for approval. o
Said invoice shall be based on the total of all services which have been completed to CITY's sole z
satisfaction. CITY shall pay CONTRACTOR's invoice within forty-five (45) days from the date a
CITY receives said invoice. The invoice shall describe, in detail, the services performed and the E
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 a
authorized change order, where applicable, on all invoices.
2.4. Records and Audits. Records of CONTRACTOR's services relating to this N
Agreement shall be maintained in accordance with generally recognized accounting principles E
and shall be made available to CITY for inspection and/or audit at mutually convenient times for Q
a period of three (3) years from the Effective Date.
0
a�
O
3.0. TERM AND NOTIFICATION.
c
3.1. Term. This Agreement shall commence on the Effective Date and continue N
through the completion of services, unless the Agreement is previously terminated as provided
for herein.
M
0
3.2. Termination. CITY reserves and has the right and privilege of cancelling, c
suspending, or abandoning the execution of all or any part of the work contemplated by this 2
Agreement, with or without cause, at any time, by providing written notice to CONTRACTOR. c
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.
Z
U
3.3 Compensation. In the event of termination, CITY shall pay CONTRACTOR for .2
professional services satisfactorily performed up to and including the date of CITY's written a
notice of termination.
3
Packet Pg.364!
2013-6
4.0. INSURANCE
4.1. Minimum Scone and Limits of Insurance. CONTRACTOR shall obtain and ^
maintain during the term of this Agreement all of the following insurance coverages:
E
(a) Commercial general liability, including premises-operations,
products/completed operations, broad form property damage, blanket a
contractual liability, independent contractors, personal injury with a policy
limit of not less than One Million Dollars ($1,000,000.00), combined
0
single limits,per occurrence and aggregate. p
4)
(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), N
combined single limits,per occurrence and aggregate.
0
(c) Workers' compensation insurance as required by the State of California. o
z
w
(d) Professional Liability Insurance with limits of at least $1,000,000 per E
claim. In lieu of naming the CITY as an additional insured,the policy may
be endorsed as follows: E
a
"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, E
employees, agents or subcontractors. All other provisions of this policy are a
to remain unchanged." c
a�
4.2. Endorsements. The commercial general liability insurance policy shall contain or o
be endorsed to contain the following provisions: °;
(a) Additional insured: "The CITY of San Bernardino and its elected and N
appointed boards, officers, agents, and employees are additional insured
with respect to this subject project and contract with CITY." c%>
0
N
(b) Notice: Said policy shall not terminate, nor shall it be materially changed o
or cancelled, nor the coverage reduced, until thirty (30) days after written
notice is given to CITY." 0
(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." E
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 a
' and content approved by CITY, prior to performing any services under this Agreement.
4
Packet Pg. 365
i
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.
r
d
5.0. GENERAL PROVISIONS
L
5.1. Entire Agreement: This Agreement constitutes the entire Agreement between the a
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.
L
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 6
served or delivered: a) at the time of delivery if such communication is sent by personal delivery; z
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 E
through regular United States mail.
E
a
IF TO CONTRACTOR: IF TO CITY:
Bert DiEugenio, Branch Manager Jason Simpson, Director of Finance N
Insurance Overload Staffing Systems City of San Bernardino
8141 E. Kaiser Blvd., Suite 112 300 North "D" Street E
Anaheim Hills, CA 92808 San Bernardino, CA 92418 Q
Telephone: (714)283-8820 Telephone: (909) 384-5242
Fax: (714)283-8827 Fax: (909) 384-5043 °
as
0
5.3. Attorneys' Fees: In the event that litigation is brought by any party in connection CD
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 N
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 N
"attorneys' fees" for the purposes of this Agreement. o
5.4. Governing Law. This Agreement shall be governed by and construed under the y
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.
°
r
5.5. Assignment: CONTRACTOR shall not voluntarily or by operation of law assign, a
transfer, sublet or encumber all or any part of CONTRACTOR's interest in this Agreement
5
Packet Pg.366'
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. E
d
L
5.6. Indemnification and Hold Harmless. CONTRACTOR shall protect, defend, a
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 N
the CITY's negligence.
0
5.7. Independent Contractor. CONTRACTOR, at all times while performing under o
this Agreement, is and shall be acting at all times as an independent contractor and not as an z
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 Q
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 N
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 E
vacations, paid holidays, pension, profit sharing or social security on account of CONTRACTOR a
and its officers', agents' and employees' work for the CITY. This Agreement does not create the c
relationship of agent, servant, employee partnership or joint venture between the CITY and
CONTRACTOR. o
d
5.8. Conflict of Interest Disclosure: CONTRACTOR or its employee may be subject
L
to the provisions of the California Political Reform Act of 1974 (the "Act"), which (1) requires N
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. N
c
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. 0
CD
W
5.9. Responsibility for Errors. CONTRACTOR shall be responsible for its work and
results under this Agreement. CONTRACTOR, when requested, shall furnish clarification E
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 r
omission attributable to CONTRACTOR occurs, then CONTRACTOR shall, at no cost to CITY, Q
provide all other CONTRACTOR professional services necessary to rectify and correct the
6
Packet Pg.367.
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.
d
L
5.11. Costs. Each party shall bear its own costs and fees incurred in the preparation and Q
negotiation of this Agreement and in the performance of its obligations hereunder except as
0
expressly provided herein. a,
0
5.12. No Third Party BeneficiarRights. 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 N
Agreement. o
r
5.13. Headings. Paragraphs and subparagraph headings contained in this Agreement o
are included solely for convenience and are not intended to modify, explain or to be a full or z
accurate description of the content thereof and shall not in any way affect the meaning or E
interpretation of this Agreement. M
a�
5.14. Amendments. Only a writing executed by all of the parties hereto or their a
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 L
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 c
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 0
respect to any other occurrence or event,nor shall any waiver constitute a continuing waiver.
m
L
5.16. Severability. If any provision of this Agreement is determined by a court of N
competent jurisdiction to be invalid or unenforceable for any reason, such determination shall not
to
affect the validity or enforceability of the remaining terms and provisions hereof or of the C;
offending provision in any other circumstance, and the remaining provisions of this Agreement N
shall remain in full force and effect. o
0
5.17. Counterparts: This Agreement may be executed in one or more counterparts, each 0
of which shall be deemed an original. All counterparts shall be construed together and shall
constitute one agreement. c
d
E
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 Q
parties and that by doing so the parties hereto are formally bound to the provisions of this
Agreement.
7
Packet Pg.368
• 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, E
INC. DBA INSURANCE OVERLOAD L
STAFFING SYSTEMS a
M
;�nature ig u'
fA� �� \`
�r�� C3 �x�cv � V M,
Name and Title ��
0
ATTEST: o
Z
GeorgeannAanna, City 66rk
d
E
Q
r�
APPROVED AS TO FORM: N
James F. Penman E
City Attorney Q
cc
0
L
' A
By: //�"�'-.�- o
4)
v
c
0
L
0
N
_
tD
M
O
N
_
O
O
N
N
_
E
t
V
tC
Q
8
Packet