1 November 13, 2023
Robert Half, Inc.
28202 Cabot Rd., Suite 415, Laguna Niguel, CA 92677-1273
Re: Agreement for Professional Temporary Finance Staff Consulting Services
This letter shall be our Agreement regarding the Professional Temporary Finance Staff Consulting Services described herein (“Services”) to be provided by Robert Half, Inc doing
business through its finance & accounting contract talent, finance & accounting full -time engagement professional, management resources, and management resources full -time engagement professional practice groups , (“Consultant”) as an independent contractor to the City of Laguna Niguel (“City”) for the City’s Temporary Finance Staffing needs (“Project”).
The services to be provided are more particularly described in the Scope of Services attached hereto as Exhibit “A” and incorporated herein by this reference.
Consultant shall perform all Staffing Services under this Letter of Agreement in a skillful and competent manner, consistent with the staffing industry standards generally recognized as being employed by professionals in the same discipline in the State of California, and consistent with all applicable laws, including those which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects if they apply. Consultant represents that it, i ts employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services and that such licenses and approvals shall be maintained throughout the term of this Agreement.
Compensation for the Services shall be based on the actual amount of time spent by the contract talent professionals assigned by Consultant to the City (“Professionals”) to perform the work and shall be billed at the hourly rate(s) and in the manner set forth in Exhibit “A” hereto, as applicable, and referenced in the applicable job arrangement letters issued by Consultant for each assignment; however, unless expressly agreed in writing in advance by the City, the cost to the City for the Services shall not exceed the lump sum amount of One Hundred Fifty Thousand Dollars ($150,000.00). Notwithstanding anything to the contrary in this Agreement, Consultant may at any time, in its sole discretion, discontinue performance of the Services once the Not-to-Exceed Amount has been attained (even if Consultant continued to provide services after the Not-to-Exceed Amount was reached).
Invoices shall be submitted to the City weekly as performance of the Services progresses.
City shall review and pay the approved charges within thirty (30) days of receipt of such invoices.
If the City disputes any of Consultant’s fees, the City shall give written notice to Consultant, within thirty (30) days of receipt of an invoice, of any disputed fees set forth therein.
Services on the Project shall begin upon the execution of this Agreement by the Parties and continue through June 30, 2024, unless extended by the City in writing. The City and Consultant may terminate this Agreement at any time with or without cause. If the City finds it
2 necessary to terminate this Agreement without cause before Project completion, Consultant shall be entitled to be paid in full for those Services completed prior to the notification of termination.
Consultant agrees to procure and maintain, at Consultant’s expense all insurance specified in Exhibit “B” attached hereto and by this reference incorporated herein. Consultant shall require all subconsultants to carry the same policies and limits of insur ance that the Consultant is required to maintain, unless otherwise approved in writing by the City.
Consultant is an Independent Contractor. Consultant remains the legal employer of the Professionals assigned to City for all purposes, including responsibility for hiring and firing and paying all federal, state and local labor and employment taxes, calculation of wages, and unemployment and workers compensation insurance. Neither City, nor any of its officers, employees or agents, shall have any control over the manner or means by which Consultant, or its officers, employees, agents or subcontractors, perform the staffing services required herein, except as otherwise set forth herein. Consultant shall perform all staffing services required herein as an independent contractor of City and shall remain under only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it, or any of its officers, employees, agents or subcontractors, are officers, employees or agents of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant. 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 represents and warrants that the staff personnel used to provide staffing services to City pursuant to this Agreement shall at all times be under Consultant’s exclusive control and direction. No City employee benefits shall be available to Consultant, its officers, employees, agents or subcontractors, in connection with the performance of this Agreement. In the event that Consultant or any officer, employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a federal or state agency, a court of competent jurisdiction, or the California Public Employees’ Retirement System, to be classified as other than an independent contractor for City, then Consultant shall indemnify, defend, and hold harmless City for the payment of any and all assessed fines, penalties, judgments, employee and/or employer contributions, and any other damages and costs assessed to City as a consequence of, or in any way attributable t o, the assertion that Consultant, or any officer, employee, agent, or subcontractor Consultant used to provide services under this Agreement, is/are employees of City. Notwithstanding anything to the contrary in this Agreement, Consultant shall not be liable for, or have any duty of indemnification with respect to any acts or omissions of City.
To the fullest extent permitted by law, Consultant shall defend, indemnify and hold the City, its officials, officers, employees, agents and volunteers free and harmless from any and all third party claims, demands, causes of action, expenses, liabilities, losses, damages and injuries to property or persons, including wrongful death, to the extent arising out of or incident to any alleged negligent acts or omissions, or willful misconduct of Consultant, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the negligent performance of this Agreement, including, without limitation, the payment of reasonable attorneys’ fees and other related costs and expenses, except for liability resulting from the sole established negligence, willful misconduct or active negligence of the City, its officials, officers, agents, employees or authorized volunteers.
City agrees to comply with the following additional terms incorporating Consultant’s
3 general terms and conditions as part of this Agreement:
a. City shall supervise Professionals providing services to City. City shall not permit or require Professionals (i) to perform services outside of the scope of Professional's assignment; (ii) to sign contracts or statements (including SEC documents); (iii) t o make any management decisions; (iv) to make any final decisions regarding system design, software development or the acquisition of hardware or software; (v) to sign, endorse, wire, transport or otherwise convey cash, securities, checks, or any negotiable instruments or valuables; (vi) to use computers, or other electronic devices, software or network equipment owned or licensed by Professional; (vii) to operate machinery (other than office machines) or automotive equipment. City may request that Consultant permit its Professionals to provide services to City remotely (i.e., from a location other than City's offices) using City's or Consultant's laptop and/or other computer or telecommunications equipment (the “Equipment”). City acknowledges and agrees that Consultant shall have no control over, and City shall be solely responsible for, (i) the logical and physical performance, reliability and security of the Equipment or related devices, network accessibility and availability, software, services, tools an d e-mail accounts (collectively, “Computer Systems”) used by the Professional, and (ii) the security, integrity, and backing up of the data and other information stored therein or transmitted thereby. Moreover, City must not permit Professional to save or store any of City's files or other data on the Computer Systems provided by Consultant (including, but not limited to, any virtual desktop infrastructure solution). City agrees that Consultant shall not be liable for any loss, damage, expense, harm, business interruption or inconvenience resulting from the use of such Computer Systems. Since Consultant is not a professional accounting firm, City agrees that City will not permit or require Professional (a) to render an opinion on behalf of Consultant or on City's behalf regarding financial statements; (b) to sign the name of Consultant on any document; or (c) to sign their own names on financial statements or tax returns.
b. It is understood that City has full responsibility for: (i) providing safe working conditions as required by law, including compliance with all public health and occupational safety regulations and guidelines applicable to City's business, and (ii) ensuring that safety plans exist for, and safety related training is provided to, Professionals working on City's premises.
c. This Agreement is only applicable to, and the only Robert Half Inc. branch and practice group(s) obligated under this Agreement are the finance & accounting contract talent and finance & accounting full time engagement professional practice groups of the branch office located at 2211 Michelson Dr., Ste. 900 in Irvine, CA; and management resources, and management resources full -time engagement professional practice groups of the branch office located at 28202 Cabot Rd., Suite 415, Laguna Niguel, CA 92677-1273.
d. If City requires Consultant to perform background checks or other placement screenings of Professionals, City agrees to notify Consultant prior to the start of services under this Agreement. Consultant will conduct such checks or screenings only if they ar e described in a signed, written amendment to this Agreement. If City requests a copy of the results of any checks conducted on Consultant's Professionals, City agrees to keep such results strictly confidential and to use such results in
4 accordance with applicable laws and solely for employment purposes.
e. Hourly rates for all assignments will be agreed on a case-by-case basis. Professional will present a time sheet or an electronic time record to City for verification and approval at the end of each week. Consultant will bill City weekly for the total hours worked; Consultant’s invoices are due within 30 days of receipt, including applicable sales and service taxes all of which are payable by City. If applicable, overtime will be billed at 1.50 times the normal billing rate. Federal law defines overtime as h ours in excess of 40 hours per week, state laws vary. If state law requires double time pay, the double time hours will be billed at 2.00 times the normal billing rate. Consultant may charge City a fee for the provision of equipment or technology, if City requests that Professional use equipment or technology provided by Consultant. Consultant may also increase Consultant’s rates to reflect increases in Consultant’s cost of doing business, including costs associated with higher wages for workers and/or related taxes, benefits or other costs. Consultant will provide written or verbal notice of technology charges and/or increases in rates. Any increase in rates will be prospective, starting as of the effective date Consultant specifies.
f. City agrees to hold in confidence the identity of any Professional and the Professional's resume, social security number and other legally protected personal information, and City agrees to implement and maintain reasonable security procedures and practices to protect such information from unauthorized access, use, modification or disclosure.
g. Except with respect to any damages arising from gross negligence or willful misconduct, notwithstanding anything in this Agreement to the contrary, Consultant's maximum liability for any specific engagement, in any case, will not exceed twice the fees paid to Consultant for that engagement.
h. Any respective obligations of Consultant or City hereunder which by their nature would continue beyond the termination, cancellation or expiration of this Agreement shall survive such termination, cancellation or expiration.
i. Consultant guarantees City's satisfaction with Consultant's Professional's services by extending to City either (i) an eight (8) hour guarantee period for Professionals placed through Consultant’s finance & accounting contract talent practice group, (ii) a 37.5- hour guarantee period for Professional’s placed through Consultant’s finance & accounting full time engagement professional practice group, (iii) a 16 hour guarantee for placements made through the management resources practice group, or (iv) a 40 hour guarantee for placements made through the management resources full -time engagement professional practice group (each respectively the “Guarantee Period”).
If, for any reason, City is dissatisfied with the Professional assigned to City, Consultant will not charge for the hours worked during the applicable Guarantee Period, provided Consultant is allowed to replace the Professional. Unless City contacts Consultant before the end of the applicable Guarantee Period, City agrees that Consultant's Professional is satisfactory for purposes of this guarantee.
j. In the event City wishes to convert any of Consultant's Professionals, City agrees to pay a conversion fee in accordance with this Section. The conversion fee will equal either (i) a percentage of the Professional’s aggregate annual compensation, including
5 bonuses according to the below “MR” schedule for Professionals assigned to City through Consultant’s management resources practice group, (ii) 50% for Professionals assigned to City through Consultant’s finance & accounting full time engagement professional
or management resources full -time engagement
professional practice groups, or (iii) a percentage of the Professional’s aggregate annual compensation, including bonuses according to the below “CFA” schedule for Professionals assigned to City through Consultant’s finance & accounting contract talent practice group. City agrees to pay a conversion fee if Consultant's Professional is hired by an affiliate or other related business entity as a result of City's subsequent referral of the Professional or one of City's customers as a result of Professional providing services to that customer. The conversion fee is payable if City hires the Professional, regardless of the job classification, on either a full -time, temporary (including temporary assignments through another agency) or consulting basis within twelve months after the last day of the assignment. The same calculation will be used if City converts Consultant's Professional on a part -time basis using the full -time equivalent salary; however, the conversion fee will not be less than $1,000.
MR Schedule:
Hours Billed and Paid Conversion Rate
0-160 hours 35%
161-320 hours 30%
321-540 hours 27.5%
541-720 hours 25%
721 – 960 hours 22.5%
961+ hours 15%
CFA Schedule:
Hours Billed and Paid Conversion Rate
0-160 hours 30%
161-320 hours 25%
321-540 hours 20%
541-720 hours 15%
721 – 960 hours 10%
961+ hours 5%
6 If you agree with the terms of this Agreement, please indicate by signing and dating where indicated below.
CITY OF LAGUNA NIGUEL ROBERT HALF, INC.
By: By:
Tamara Letourneau _______________, ____________
City Manager
[If Corporation, TWO SIGNATURES, President
OR Vice President AND Secretary OR
Treasurer REQUIRED]
APPROVED AS TO FORM:
By:
Scott C. Smith
City Attorney
EXHIBIT “A”
SCOPE OF SERVICES
Professional: Monica Zamago
Payroll / Accounting Specialist
Estimated End Date 07/31/2024
Bill Rate: $59.99/Hr
Professional: Alex Su
Senior Accountant
Estimated End Date 12/15/2023
Bill Rate Is $115/Hr
EXHIBIT B
INSURANCE REQUIREMENTS
Consultant shall maintain $2,000,000 in commercial general liability insurance; workers’ compensation, as required by law; $1,000,000 in automobile liability insurance; $2,000,000 in employers’ liability insurance; and $3,000,000 in excess liability insurance.