Professional Recruiting | Retained Search | Project & Interim Services Accounting ▪ Finance ▪ Tax ▪ Audit
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July 1, 2024 TERMS & CONDITIONS OF ASSIGNMENT
Sharrone Taylor
Principal Personnel Analyst
The City of Richmond
450 Civic Center Plaza
Richmond, California 94804
Dear Sharrone,
Thank you for selecting Century Group Professionals, LLC. This letter agreement (“Agreement”) outlines the Terms and Conditions of Assignment and is made on July 1, 2024 by and between The City of Richmond , a California Corporation (“Client”) and Century Group Professionals LLC, a California limited liability company (“Century Group”).
I. Scope of Services. At Client’s request, from time to time, Century Group will provide its employees, agents, or representatives, including subcontractors ("Associates") to perform Interim and Project services under Client’s supervision in Accounting, Finance, Internal Audit and Tax (the “Services”), in accordance with the terms and conditions set forth herein, and for the fees set forth below.
The Century Group Associate assigned to perform services on the CGP Risk Manager engagement is Kimberly Naucler. As agreed, Century Group will invoice your organization at the base billing rate of $166.50 per hour (the “Billing Rate”), in accordance with Section III below.
II. Employment Status. The assigned Century Group Associate is an employee, agent or representative of Century Group. Century Group shall be responsible for: (a) paying the assigned Associates’ wages and providing them with the benefits that Century Group offers to them; (b) paying, withholding, and transmitting all federal, state and local withholding taxes, including payroll taxes, unemployment taxes, social security, state disability insurance, and all other payroll charges; (b) providing unemployment insurance and workers’ compensation benefits, and handling unemployment and workers’ compensation claims involving the assigned Associate; (c) complying with federal, state, a nd local labor and employment laws applicable to the assigned Associate; (d) complying with all provisions of the Affordable Care Act applicable to the assigned Associate; and (e) for Associates in California, providing sexual harassment and abusive conduct prevention training, as required by applicable law (time spent by the assigned Associate completing this training will constitute “hours worked” and will be billed to Client in accordance with Section III). Neither Century Group nor its assigned Associate shall be entitled to any employee benefits offered by Client to its employees. Each assigned Associate shall be assigned to Client on the basis of a particular job description and Client will not change the Associate’s job duties or responsibilities without the prior written approval of Century Group.
III. Professional Service Fees. The assigned Century Group Associate will present an electronic Time & Billing Statement to a Client representative for verification and electronic signature at the end of each week. A Client representative electronic signature on the Time & Billing State ment, each a separate and distinct contract for services, indicates Client’s acknowledgement and agreement with all Terms and Conditions of Assignment.
Assigned Associates are presumed to be nonexempt from laws requiring premium pay for overtime, holiday work, or weekend work. Client will be billed weekly for the total hours worked by the assigned Associate. Hours not requiring premium pay under applicable law will be billed to Client at the Billing Rate in Section I above.
Overtime or other premium pay will be billed to Client at one and one-half or double the Billing Rate, as required PAGE 2 OF 5
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by Federal and state laws. An additional flat fee of $8 per week, per Associate, will be billed to Client for any assigned Associate working remotely. Invoices are due upon receipt. Client agrees to comply with all applicable federal, state, and local laws, rules and regulations relating to this Agreement including, but not limited to, those requiring meal and rest breaks. In the event an assigned Associate misses a required meal break, Client will be billed for one additional hour at the regular Billing Rate. Each invoice will evidence a separate and distinct contract. If Client decides to use a Century Group Associate for additional engagements or if the nature and scope of an engagement changes, the hourly billing rate may change to reflect the changed nature of the engagement and the experience necessary to complete it. Please contact Century Group to discus s any adjustments.
IV. Acquisition Fees. Associates represent Century Group’s team of skilled professionals. In the event Client, its subsidiary or affiliated entity uses the services of any Century Group referred Associate as its direct employee, as an independent contractor, or through any pers on or firm other than Century Group within 365 days after the Century Group referral date or the Associate’s last day of engagement with Client through Century Group, whichever is later, Client agrees to pay Century Group an acquisition fee. Century Group’s acquisition fee is calculated in accordance to the following schedule:
Hours Worked Acquisition Fee
0 to 520 hours 25% of Associate’s first year annual base salary 520+ hours 22% of Associate’s first year annual base salary For purposes of this Agreement, a referral means the equivalent of any written presentation of a resume, of an Associate’s qualifications or employment history. Century Group’s Referral of an Associate, regardless of whether the Associate ultimately is ass igned to Client, entitles Century Group to the acquisition fee, unless Century Group is notified in writing of a prior Referral within 24 hours of Century Group’s Referral.
Prior referrals do not include social networking profiles, connections, database su bscriptions and internet searches.
V. Intellectual Property Rights . Century Group shall retain all rights, including, without limitation, all intellectual property rights, in all property owned or developed by it prior to the commencement of the engagement. To the extent that such property is incorporated into work produc t delivered hereunder, Century Group grants Client a non-exclusive, perpetual license to use, copy, and modify such property, as integrated onto any work product, for Client’s own purposes. Century Group shall have the unlimited right to use its knowledge, experience, and know -how including, without limitation, processes, ideas, concepts, tools, and techniques developed in the course of performing this Agreement that do not contain Client’s confidential or proprietary information, in other engagements.
VI. Confidentiality. Each party shall keep secret and retain in confidence, and shall not, without prior written consent of the other, furnish, make available or disclose to any third party, any information relating in any manner to the business or affairs of the other, excep t for such information as (i) was or becomes generally available to the public other than as a result of a wrongful disclosure by a party, (ii) was or becomes available to a party from a source which is not under an obligation of confid entiality, or (iii) a party is compelled to disclose by a final binding order of a court or agency of competent jurisdiction, provided that the disclosing party has given the other reasonable advance notice of such order and an opportunity to contest the s ame. No knowledge, possession, or use of Client’s confidential information will be imputed to Century Group as a result of the assigned Associate’s access to such information.
VII. Client Responsibilities. Client will provide to Century Group ’s assigned Associate, at its own cost and expense, all necessary equipment, supplies, data, and information to enable the assigned Associate to perform the engagement.
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As Client controls the facilities in which assigned Associate works, Client agrees that it is responsible for providing meal and rest break periods in compliance with applicable law, and, at its own cost and expense, for maintaining a safe worksite in compliance with the Occupational Safety and Health Act and comparable state laws and regulations thereunder, to the extent those laws apply to the Associate assigned to Client's worksite.
Supervision of the Century Group Associate’s work on Client’s premises (or wherever Client assigns the Associate) is Client’s responsibility. Client shall properly supervise, control, and safeguard its premises, processes, and systems, and shall be responsible for its own business operations, products, services and intellectual property. The assigned Associate shall report to Client personnel who shall provide appropriate assistance, guidance, and supervision. Neither Century Group nor the assigned Associates shall be responsible for any actions taken by the assigned Associates at the direction of Client personnel, nor for any errors or omissions made by assigned Associates in reliance upon information provided to them by Client or third parties.
Century Group’s services are provided for the exclusive benefit of Client. No materials generated as a result thereof may be used or relied upon by any third party for any reason whatsoever. Century Group is not a professional accounting firm and it is expressly understood that a Century Group Associate is not authorized to render an opinion on behalf of Century Group or on Client’s behalf on financial statements, nor is the assigned Associate authorized to sign the name of Century Group or sign the Associa te’s own name on financial statements or tax returns while on a Century Group engagement.
VIII. Regulatory Compliance . Client is, and will continue to be, solely responsible for establishing and maintaining an effective internal control system, including, without limitation, systems designed to assure compliance with policies, procedures, and applicable laws and regulatio ns. Management also has the responsibility to timely communicate material weaknesses or reportable conditions in internal controls, misstatements of financial statements, or similar matters to its external auditors, the Audit Committee, the Board of Directors, and when required, regulators.
IX. Operation of Machinery or Automotive Equipment . Client understands, acknowledges and agrees that Century Group will not authorize an Associate to operate machinery (other than office machines) or automotive equipment. The insurance furnished by Century Group does not cover physical loss, damage or liability caused by the operation of the Client’s automotive equipment. Client accepts full responsibility for bodily injury, property damage, fire, theft, collision or public liability damage claims, any of which may be caused as a result of an accident while an assigned Associate is driving Client’s vehicle or is operating Client’s machinery, whether owned or rented.
X. Handling Cash. A Century Group Associate may not handle cash, negotiables or other valuables without the written consent of Century Group and then only under Client’s direct supervision. An Associate may not, under any circumstances, transport or convey monies, securities or any negotiable instruments (including, but not limited to, delivering bank deposits to a bank or other institution).
XI. Interest and Penalties. Century Group reserves the right to collect interest or other penalty from Client for promptly submitted invoices upon which payment is not received within forty-five (45) days of the invoice date.
Specifically, Century Group Professionals shall be entitled to a late charge of the lesser of (i) 1.5% per month or (ii) the highest rate allowable by law, in each case compounded monthly to the extent allowable by law. Century Group reserves the right to withdraw all Associates provided to Client and to cease performing services hereunder if any invoice is not promptly paid when due.
XII. Costs of Collection . Each invoice will evidence a separate and distinct contract for services . Unless otherwise prohibited by the law of the state where this assignment occurred, in the event Client fails to pay the charges of Century Group when due, then Client agrees to pay all costs of collection incurred by Century Group
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including reasonable attorneys’ fees, whether or not suit is initiated.
XIII. Limits on Liability. Except as otherwise provided herein, under no circumstances, regardless of the basis of the claim, shall the total liability of either party to the other or to any third party, related in any manner to this Agreement, exceed the total amount due and payab le to Century Group by Client for this engagement.
Additionally, in no event shall either party be liable for consequential, special, incidental, or punitive damages (including but not limited to legal costs and fees) from any claim asserted against it by the other or by any third party, regardless of whether it has been advised in advance of the possibility of the same.
XIV. Indemnification. Client agrees to indemnify, defend and hold harmless, Century Group and any employee or affiliate of Century Group from and against any and all actions, losses, damages, claims, liabilities, costs and expenses (including, without limitation, reasonable legal fees and expenses) in any way arising out of or relating to this engagement, except to the extent finally judicially determined to have resulted from the intentional misconduct of Century Group. The provisions of this paragraph sh all apply regardless of the form of action, loss, damage, claim, liability, cost, or expense, whether in contract, statute, tort (including without limitation, negligence), or otherwise. The provisions of this paragraph shall survive the completion or ter mination of this engagement.
XV. Compliance with Law. Both parties represent and warrant to each other that they are in compliance with all applicable laws. Client and Century Group affirm and agree that they are equal employment opportunity employers and are in full compliance with all applicable anti-discrimination laws, rules, and regulations. Client and Century Group agree not to harass, discriminate against, or retaliate against any employee of the other because of his or her race, national origin, age, sex, religion, disability, marital status, or other category protected by applicable Federal, state or local law; nor shall either party cause or request the other party to engage in such discrimination, harassment, or retaliation. In the event of any complaint of unlawful discrimination, harassment, or retaliation by the assigned Associate, Client and Century Group agree to cooperate in the prompt investigation and resolution of such complaint. Client and Century Group affirm and agree that for purposes of all statutory and regulatory requirements for employee leaves of absence, including the Family and Medical Leave Act and any similar state or local law, Client and Century Group shall cooperate in compliance with any such requirements.
XVI. Governing law, jurisdiction, and venue . This Agreement and all related documents, including all matters arising out of or relating to this Agreement and the services provided hereunder, whether sounding in contract, tort, or statute, for all purposes shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any conflict of laws principles that would cause the laws of any other jurisdiction to apply. Any action or proceeding by either of the par ties to enforce this Agreement shall be brought only in any state or federal court located in the State of California, County of Los Angeles. The parties hereby irrevocably submit to the exclusive jurisdiction of these courts and waive the defense of inconvenient forum to the maintenance of any action or proceeding in such venue.
XVII. Attorneys’ Fees. Except for costs of collection, which are covered exclusively by Section XII, in the event that any other action, suit, or other legal or administrative proceeding is instituted or commenced by either party hereto against the other party arising out of or related to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and court costs from the non-prevailing party.
XVIII. Complete Agreement. This Agreement, together with any exhibits attached hereto, is executed and delivered with the understanding that it embodies the entire agreement between the parties and that there are no other representations, warranties, or agreements relating to the subject matter herein.
XVIV. Miscellaneous. No provision of this Agreement may be amended or waived unless agreed to in a writing signed by the parties. Each provision of this Agreement will be considered severable, such that if any one PAGE 5 OF 5
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provision or clause conflicts with existing or future applicable law or may not be given full effect because of such law, no other provision that can operate without the conflicting provision or clause will be affected. The provisions of this Agreement will inure to the benefit of and be binding on the parties and their respective representatives, successors, and assigns. The failure of a party to enforce the provisions of this Agreement will not be a waiver of any provision or the right of such party thereafter to enforce each and every provision of this Agreement. Client will not transfer or assign this Agreement without Century Group’s written consent.