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Robert Half International, Inc. A2015-161 0.61 01 CLP16)/ 74,//:E 14000 City Center Drive Chino Hills, CA 91709 (909) 364-2600 October 28, 2015 wc�w '. o '•ii o,u J ROBERT HALF INTERNATIONAL, INC. 18200 Von Karman Avenue, Suite 800 Irvine, CA 92612 To Whom It May Concern: RE: Extension of Termination Date for Agreement No. A2015-161 Information Technology Support Services On July 15, 2015, the City Council of the City of Chino Hills authorized execution of Agreement No. A2015-161 with Robert Half International, Inc. to provide information technology support services. This letter serves as notification that the termination date has been extended until June 30, 2016. All other provisions of the agreement remain in effect. Should you have any questions regarding this notification, please contact Matt Jester at (909) 364-2643. Sincerely, Konradt Bartlam City Manager KB:rlh cc: City Clerk's Office Finance Department Ci6 C . .' Art Bennett • Ed M. Graham • Ray Marquez • Cynthia Moran • Peter J. Rogers AGREEMENT NO. A2015- 161 FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF CHINO HILLS AND ROBERT HALF INTERNATIONAL INC. THIS AGREEMENT, made and entered into this 14th day of July, 2015, between the CITY OF CHIN HILLS, a municipal corporation, hereinafter referred to as "City" and Robert Half International Inc., doing business through its division Robert Half Technology, hereinafter referred to as "Consultant". City desires to engage Consultant to provide temporary staffing services to City. Consultant is in the business of providing temporary staffing services, and Consultant desires to be engaged by City based on all terms and conditions set forth below. NOW THEREFORE, in consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. SCOPE OF SERVICES. Consultant shall provide City with one or more Contract Workers as requested by City. As used herein, "Contract Worker" shall mean an employee of Consultant placed with City on a temporary basis. a. Consultant will check references of Contract Workers by asking specific questions to select past employers with regard to skills and work history before placing a Contract Worker on his or her first assignment with City. In - 1 - addition to this reference check, and to the extent permitted by applicable law, Consultant will have a third party vendor (i) complete a seven (7) year criminal background investigation for all state felony convictions and pending charges and state misdemeanor convictions and pending charges for crimes of dishonesty or violence in every county where the professional has resided or worked within the U.S. in the last seven (7) years as stated on his or her application, (H) conduct a 5- panel urine drug screen on the Contract Worker. Based on the results of the drug screen, Consultant will not place a Contract Worker with the City if the drug screen reveals a substance within these parameters. If the City requests a copy of the results of the foregoing checks (the "Report"), the City agrees to keep the Report strictly confidential and to use the Report for employment purposes only. b. City shall supervise Consultant's Contract Worker(s) providing services to City. City will not permit or request Consultant's Contract Worker(s), and Consultant's Contract Worker(s) shall refrain from, the following: (i) to perform services outside of the scope of his or her assignment; (ii) to sign contracts or statements; (Hi) to make any final decisions regarding system design, software development or the acquisition of hardware or software; (iv) to make any management decisions; (v) to sign, endorse, wire, transport or otherwise convey cash, securities, checks or any negotiable instruments or valuables; (vi) to perform services remotely (e.g., on premises other than the City's -2- or the City's customer's premises), or to use computers or other electronic devices, software or network equipment owned or licensed by the assigned individual; or (vii) to operate machinery (other than office machines) or automobiles, except that, the Contract Worker(s) may drive an automobile from one City site to another City site or to City's customer's sites during the course of a day to perform services or meet with persons at such sites. c. Consultant agrees to temporarily assign a Contract Worker to perform the services set forth in Exhibit A "SCOPE OF SERVICES" attached hereto and made a part hereof. Consultant represents and warrants that it has the qualifications, experience and facilities to properly perform services under this Agreement in a thorough, competent and professional manner and shall, at all times during the term of this Agreement, have in full force and effect, all licenses required of it by law. Consultant's Contract Worker shall begin its services under this Agreement on July 15, 2015. 2. STATUS OF CONSULTANT. Consultant is and shall at all times remain as to the City a wholly independent contractor. Consultant's Contract Worker(s) performing the services under this Agreement on behalf of Consultant shall at all times be employees of Consultant. Neither City nor any of its officers, employees or agents shall have control over the conduct of Consultant or any of Consultant's officers, employees or agents, except as set forth in this Agreement. -3- Consultant shall not at any time or in any manner represent that it or any of its officers, employees or agents are in any manner officers, employees or agents of the City. Consultant shall not incur or have the power to incur any debt, obligation or liability whatever against City, or bind City in any manner. Consultant shall not disseminate any information or reports gathered or created pursuant to this Agreement without the prior written approval of City except information or reports required by government agencies to enable Consultant to perform its duties under this Agreement. 3. CONSULTANT'S KNOWLEDGE OF APPLICABLE LAWS. Consultant shall keep itself informed of applicable local, state and federal laws and regulations which may affect those employed by it or in any way affect the performance of its services pursuant to this Agreement. Consultant shall observe and comply with all such laws and regulations affecting its employees. City and its officers and employees, shall not be liable at law or in equity as a result of any failure of Consultant to comply with this section. 4. PERSONNEL. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant's Contract Worker(s) assigned to perform the services hereunder and shall obtain the approval of the City Manager of all proposed staff members performing services under this Agreement prior to any such performance. -4- 5. COMPENSATION AND METHOD OF PAYMENT. a. Consultant's Contract Worker(s) will submit a time sheet or an electronic time record for City's verification and approval at the end of each week. City's approval thereby will indicate its acceptance of the terms provided in Exhibit B attached hereto and made a part hereof. City will be billed weekly for the total hours worked. Consultant's invoices are due thirty (30) days from receipt for all undisputed fees set forth on the invoice. Legally required overtime (federal law requires in excess of 40 hours a week, state law varies) will be billed at one and one-half (11/2) times the normal billing rate. Consultant may increase its rates provided under the Agreement to reflect increases in costs associated with higher taxes, including State Unemployment Taxes. Consultant will provide written notice of the increase in its rates. Any increase in rates will be prospective, starting as of the effective date Consultant specifies but not earlier than thirty days from such written notice. Total compensation shall not exceed $50,000.00. If the City disputes any of Consultant's fees it shall give written notice to Consultant within 30 days of receipt of an invoice of any disputed fees set forth on the invoice. b. Conversion Fees. In the event the City wishes to convert any of Consultant's Contract Workers, the City agrees to pay a conversion fee in accordance with this Section. The City agrees to pay a conversion fee if Consultant's Contract Worker is hired by the City, an affiliate or other related -5- business entity as a result of the City's subsequent referral of the Contract Worker. The conversion fee is payable if the Contract Worker is hired, regardless of the job classification, on either a full-time, temporary (including temporary assignments through another agency) or consulting basis within twelve (12) months after the last day of the assignment. The same calculation will be used if the City converts Consultant's Contract Worker on a part-time basis using the full-time equivalent salary. The conversion fee will be invoiced upon the hiring of the Contract Worker and payment of the conversion fee is due within thirty (30) days of the invoice. The conversion fee will equal a percentage of the Contract Worker's aggregate annual compensation, including bonuses: Hours Billed and Paid Conversion Rate Up to 172 hours 27% 173 to 350 hours 25% 351 to 520 hours 22.5% 521 to 690 hours 18% 691 to 860 hours 15% 861 to 1040 hours 10% 1041 to 1200 hours 5% More than 1200 hours No Fee 6. ADDITIONAL SERVICES OF CONSULTANT. Consultant shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to those set forth herein or listed in Exhibit A, unless such additional services are authorized in advance and in writing by the -6- City Manager. Consultant shall be compensated for any additional services in the amounts and in the manner as agreed to by City Manager and Consultant at the time City's written authorization is given to Consultant for the performance of said services. 7. ASSIGNMENT. All services required hereunder shall be performed by Consultant, its employees or personnel under direct contract with Consultant. Consultant shall not assign to any subcontractor the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without the prior written consent of City Manager. 8. FACILITIES AND RECORDS. Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information required by City that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to the representatives of City or its designees at reasonable times to such books and records, shall give City the right to examine and audit said books and records, shall permit City to make transcripts therefrom as necessary, and shall allow inspection of all work, data, documents, proceedings and activities related to -7- Consultant's performance under this Agreement. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment. 9. TERMINATION OF AGREEMENT. This Agreement may be renewed annually, but will terminate on November 30, 2015, unless otherwise extended in advance and in writing by the City Manager. This Agreement may be terminated with or without cause by either party upon 30 days' written notice. In the event of such termination, Consultant shall be compensated for non-disputed fees under the terms of this Agreement up to the date of termination. 10. COOPERATION BY CITY. All public information, data, reports, records, and maps as are existing and available to City as public records, and which are necessary for carrying out the work as outlined in the Scope of Services, shall be furnished to Consultant in every reasonable way to facilitate, without undue delay, the work to be performed under this Agreement. 11. OWNERSHIP OF DOCUMENTS. Upon satisfactory completion of, or in the event of termination, suspension or abandonment of, this Agreement, all original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents prepared in the course of providing the services to be performed pursuant to this Agreement shall, become the sole property of City. -8- 12. RELEASE OF INFORMATION/CONFLICTS OF INTEREST (a) Each Contract Worker's social security number and other legally protected personal information shall be considered "Consultant's Confidential Information." All information gained by Consultant in performance of this Agreement shall be considered "City Confidential Information." Collectively, Consultant Confidential Information and City Confidential Information shall be considered "Confidential Information." Neither party to this Agreement shall release the other party's Confidential Information without prior written authorization from the other party excepting this section shall not apply to (1) information which is a public record and subject to disclosure pursuant to the California Public Records Act, Government Code § 6250, et sea., (2) information that is in the public domain; (3) information that was known to the receiving party before receipt of the information from the disclosing party; or, (4) information received from a third party having the right to lawfully possess and disclose such information without breaching any promise of confidentiality. In addition, no receiving party shall be in violation of this Agreement if required to disclose such information by a court of competent jurisdiction or governmental agency with power to force disclosure. However, upon receipt of a subpoena or other order to produce Confidential Information, the receiving party shall promptly notify the disclosing party in writing of such disclosure requirement. -9- Neither party, its officers, employees, agents or subcontractors, shall, without written authorization from the other party, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement or relating to any project or property located within the City. Response to a subpoena or court order shall not be considered "voluntary' provided each party gives the other notice of such court order or subpoena. If either party or any of its officers, employees, consultants or subcontractors does voluntarily provide information in violation of this Agreement, the other party has the right to reimbursement and indemnity for any damages caused by such conduct. Each party shall promptly notify the other should its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admiss- ions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder or with respect to any project or property located within the City. Each party retains the right to be present at any deposition, hearing or similar proceeding. Each party agrees to cooperate fully with the other and to provide the other with the opportunity to review any response to discovery requests provided by Consultant. However, such right to -10- review any such response does not imply or mean the right to control, direct, or rewrite said response. Further, City understands that Consultant considers Contract Workers' resumes to be proprietary information and City will not volunteer to disclose such information. If such information is requested pursuant to the Public Records Act, City shall immediately notify Consultant so that Consultant can bring an action in court to protect disclosure of such information under the Public Records Act. Notwithstanding the above, Consultant acknowledges that the City is a public entity subject to the requirements of the Brown Act, Government Code Section 54950 et seq. and the Public Records Act, Government Code Section 6200 et seq, so that nothing in this section shall prohibit or in any way restrict the City from fully complying with such laws. (a) Consultant covenants that, to the best of its knowledge, neither they nor any officer or principal of their firm have any interest in, or shall they acquire any interest, directly or indirectly which will conflict in any manner or degree with the performance of their services hereunder. Consultant further covenants that, to the best of its knowledge, in the performance of this Agreement, no person having such interest shall be employed by them as an officer, employee, agent, or subcontractor without the express written consent of the City Manager. -11- 13. DEFAULT. In the event that Consultant is in default of any of the provisions of this Agreement, City shall have no obligation or duty to continue compensating Consultant for any work performed after the date of default and can terminate this Agreement immediately by written notice to the Consultant. 14. INDEMNIFICATION. (a) Consultant represents it is skilled in the professional calling necessary to perform the services and duties agreed to hereunder by Consultant, and City relies upon the skills and knowledge of Consultant. Consultant shall perform such services and duties consistent with the standards generally recognized as being employed by professionals performing similar service in the State of California. (b) Consultant is an independent contractor and shall have no authority to bind City nor to create or incur any obligation on behalf of or liability against City, whether by contract or otherwise, unless such authority is expressly conferred under this agreement or is otherwise expressly conferred in writing by City. City, its elected and appointed officials, officers, agents, employees and designated volunteers (individually and collectively, "Indemnitees") shall have no liability to Consultant or to any other person for, and Consultant shall indemnify, defend, protect and hold harmless the Indemnitees from and against, any and all liabilities, claims, actions, causes of action, proceedings, suits, damages, -12- judgments, liens, levies, costs and expenses of whatever nature, including reasonable attorneys' fees and costs (collectively "Claims"), which the Indemnitees may suffer or incur or to which the Indemnitees may become subject by reason of or arising out of any injury to or death of any person(s), damage to property, loss of use of property, economic loss or otherwise occurring as a result of or allegedly caused by the negligent or wrongful acts or omissions of Consultant, its agents, officers, directors or employees, in performing any of the services under this Agreement. Notwithstanding anything to the contrary in this Agreement, Consultant has no obligation regarding any claim based on any of the following: (a) anything City requests be incorporated into the work product or Consultant's compliance with any designs, specifications, or instructions provided by City or by a third party on City's behalf; (b) City's modification of the work product; or (c) the combination, operation, or use of the work product with other products not provided by Consultant. "Work product" as used in this paragraph means computer software or other similar intellectual property related to the operation of computer technology. If any action or proceeding is brought against the Indemnitees by reason of any of the matters against which Consultant has agreed to indemnify the Indemnitees as above provided, Consultant, upon notice from the City, shall defend the Indemnitees at Consultant's expense by counsel acceptable to the -13- City. The Indemnitees need not have first paid any of the matters as to which the Indemnitees are entitled in order to be so indemnified. The insurance required to be maintained by Consultant under paragraph 15 shall ensure Consultant's obligations under this paragraph 14(b), but the limits of such insurance shall not limit the liability of Consultant hereunder. The provisions of this paragraph 14(b) shall survive the expiration or earlier termination of this agreement. The Consultant's indemnification does not extend to Claims occurring as a result of the City's negligent or willful acts or omissions, and notwithstanding anything to the contrary in this Agreement, Consultant shall not be liable to City for any claims caused by City's failure to adequately supervise Consultant's Contract Workers. Under no circumstances is Consultant liable for special, incidental or indirect damages or for any consequential damages (including lost profits, business, revenue, goodwill, or anticipated savings), even if informed of the possibility. 15. INSURANCE. A. Insurance Requirements. Consultant shall provide and maintain insurance acceptable to the City Attorney in full force and effect throughout the term of this Agreement, against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by Consultant, its agents, representatives or employees. -14- Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII. Consultant shall provide the following scope and limits of insurance: (1) Minimum Scope of Insurance. Consultant shall at all times during the performance of this Agreement maintain the following: (a) Insurance Services Office form Commercial General Liability coverage (Occurrence Form CG 0001) or equivalent. (b) Insurance Services Office form number CA 0001 (Ed. 3/10) covering Automobile Liability, including code 1 "any auto", or equivalent forms subject to the written approval of the City. (c) Workers' Compensation insurance as required by the Labor Code of State of California and Employer's Liability insurance and covering all persons providing services on behalf of the Consultant and all risks to such persons under this Agreement. (d) Errors and omissions liability insurance if appropriate to the Consultant's profession. (2) Minimum Limits of Insurance. Consultant shall maintain limits of insurance no less than: (a) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general -15- aggregate limit shall apply separately to the activities related to this Agreement or the general aggregate limit shall be twice the required occurrence limit. (b) Automobile Liability: $1,000,000 per accident for bodily injury and property damage. (c) Workers' Compensation and Employer's Liability: Workers' Compensation as required by the Labor Code of the State of California and Employers Liability limits of$1,000,000 per accident. (d) Errors and Omissions Liability: $1,000,000 per claim. B. Other Provisions. Insurance policies required by this Agreement shall contain the following provisions: (1) All Policies. Each insurance policy required by this paragraph 15 shall be endorsed and state the coverage shall not be canceled by the insurer except after 30 days' prior written notice has been given to the City, but failure to do so shall not impose any obligation or liability of any kind upon insurer or invalidate such cancellation. (2) General Liability and Automobile Liability Coverages. (a) City, its officers, officials, and employees and designated volunteers are to be covered as additional insureds as respects: liability arising out of activities Consultant performs, products and completed -16- operations of Consultant; premises owned, occupied or used by Consultant, or automobiles owned, leased or hired or borrowed by Consultant. (b) Consultant's insurance coverage shall be primary insurance as respect to City, its officers, officials, employees and designated volunteers. Any insurance or self insurance maintained by City, its officers, officials, employees or designated volunteers shall apply in excess of, and not contribute with, Consultant's insurance. (c) Consultant's general liability and automobile insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. (d) Any failure to comply with the reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or designated volunteers. (3) Workers' Compensation and Employer's Liability Coverage. Unless the City Manager otherwise agrees in writing, the insurer shall agree to waive all rights of subrogation against City, its officers, officials, employees and agents for losses arising from work performed by Consultant for City. C. Other Requirements. -17- (1) Consultant agrees to deposit with City, at or before the effective date of this contract, certificates of insurance necessary to satisfy City that the insurance provisions of this contract have been complied with. The City Attorney may require that Consultant furnish City with copies of original endorsements effecting coverage required by this Section. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. (2) The procuring of such required policy or policies of insurance shall not be construed to limit Consultant's liability hereunder nor to fulfill the indemnification provisions and requirements of this Agreement. 16. NONDISCRIMINATION/NONPREFERENTIAL TREATMENT STATEMENT. In performing this Agreement, the Parties shall not discriminate or grant preferential treatment on the basis of race, sex, color, age, religion, sexual orientation, disability, ethnicity, or national origin, and shall comply, to the fullest extent allowed by law, with all applicable local, state and federal laws relating to nondiscrimination. 17. UNAUTHORIZED ALIENS. Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act (8 U.S.C.A. & 1101, et seq.), as amended; and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ -18- such unauthorized aliens for the performance of work and/or services covered by this contract, and should the Federal Government impose sanctions against the City for such use of unauthorized aliens, Consultant hereby agrees to, and shall, reimburse City for the cost of all such sanctions imposed, together with any and all reasonable costs, including reasonable attorneys' fees, incurred by the City in connection therewith. 18. ENTIRE AGREEMENT. This Agreement is the complete, final, entire and exclusive expression of the Agreement between the parties hereto and supersedes any and all other agreements, either oral or in writing, between the parties with respect to the subject matter herein. Each party to this Agreement acknowledges that no representations by any party which are not embodied herein and that no other agreement, statement, or promise not contained in this Agreement shall be valid and binding. 19. GOVERNING LAW. The City and Consultant understand and agree that the laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. Any litigation concerning this Agreement shall take place in the San Bernardino County Superior Court. 20. ASSIGNMENT OR SUBSTITUTION. City has an interest in the qualifications of and capability of the persons and entities who will fulfill the duties -19- and obligations imposed upon Consultant by this Agreement. In recognition of that interest, neither any complete nor partial assignment of this Agreement may be made by Consultant nor changed, substituted for, deleted, or added to without the prior written consent of City. Any attempted assignment or substitution shall be ineffective, null, and void, and constitute a material breach of this Agreement entitling City to any and all remedies at law or in equity, including summary termination of this Agreement. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. 21. MODIFICATION OF AGREEMENT. The terms of this Agreement can only be modified in writing approved by the City Council and the Consultant. The parties agree that this requirement for written modifications cannot be waived and any attempted waiver shall be void. 22. AUTHORITY TO EXECUTE. The person or persons executing this Agreement on behalf of Consultant warrants and represents that he/she/they has/have the authority to execute this Agreement on behalf of his/her/their corporation and warrants and represents that he/she/they has/have the authority to bind Consultant to the performance of its obligations hereunder. 23. NOTICES. Notices shall be given pursuant to this Agreement by personal service on the party to be notified, or by written notice upon such party deposited in the custody of the United States Postal Service addressed as follows: -20- City. Attention: City Clerk City of Chino Hills 14000 City Center Drive Chino Hills, California 91709 Consultant. Robert Half Technology 18200 Von Karman Avenue Suite 800 Irvine, CA 92612 With a copy to: Attention: Client Contracts Department Robert Half International Inc. 2613 Camino Ramon San Ramon, CA 94583 The notices shall be deemed to have been given as of the date of personal service, or five (5) days after the date of deposit of the same in the custody of the United States Postal Service. 24. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the attached Exhibits; this Agreement supersedes any conflicting provisions. Any inconsistency between the Exhibits will be resolved in the order in which the Exhibits appear below: A. Exhibit A: Scope of Work B. Exhibit B: Compensation -21- 25. SEVERABILITY. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of the other provisions of this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. ROBERT HALF INTERNATIONAL INC. EOE CITY OF CHINO HILLS By By ea/14 Vin h• Y l/1 /-,— Crafg kafper Cynthi$ Moran, Mayor Title: District Director ATTEST: tor elitCheryl Balz City Clerk APPROVED AS TO FORM: Markt. Hensley 4cct• L:ty City Attorney -22- EXHIBIT A SCOPE OF WORK Consultant will assign one or more individual(s) to City to assist City with its completion of the following: Duties will include a variety of difficult and complex technical tasks relative to the City's voice/data network, desktop/server infrastructure, business applications and database infrastructure. This agreement is only applicable to, and the only Consultant branch and division obligated under this Agreement is the Robert Half Technology division of the branch office located at 13181 Crossroads Parkway N, Suite 110, City of Industry, California, 91746 ("Branch"). Notwithstanding the foregoing, Robert Half International Inc. shall be responsible for any liability or claim arising out of the Branch's performance of the services under the terms of this Agreement. -23- EXHIBIT B COMPENSATION Consultant will assign the following individual(s) (each an "Assigned Individual") to City for this engagement: Name of Assigned Hourly Bill Rate Estimated Start Date Estimated End Date Individual 1 Alvin Ramos 1 $50.00 ( 7/15/2015 1 11/25/2015 Total Compensation is not to exceed $50,000.00. -24-