City of Signal Hill
2175 Cherry Avenue Signal Hill, CA 90755-3799
December 12, 2023
Sherri Griner
Branch Sales Manager
TalentZok
3777 Long Beach Blvd. Suite 460
Long Beach, CA 90807
Re: First Amendment to Letter of Agreement for Professional Temporary Staffing Services Dear Ms. Griner:
This First Amendment to Letter of Agreement for Professional Temporary Staffing Services shall amend our Letter of Agreement regarding the professional temporary staffing services described below ("Services") to be provided by Medley Holdings, Inc. d/b/a TalentZök / Simply Biotech / Defense Search, hereafter referred to as "TalentZök" ("Consultant") as an independent contractor to the City of Signal Hill (“City”) for the City's professional temporary staffing service needs ("Project").
The City and Consultant entered into that certain Letter of Agreement for Professional Temporary Staffing Services dated February 12, 2021, (“Agreement”). The City and Consultant now desire to amend the Agreement in order to expand the Scope of Services and extend the term of the Agreement, (“First Amendment”).
The Scope of Services of the Agreement is hereby amended to incorporate the Terms and Conditions of Service for Lilian Serrano to provide temporary Accounts Payable Specialist services to the City as set forth Exhibit "A-1", attached hereto and incorporated herein by this reference.
The term of the Agreement is hereby extended, where Services beginning on February 1, 2021, shall now be completed by January 31, 2025, unless extended by the City in writing.
Except as specifically set for this in this First Amendment, the remaining provisions of the Agreement shall continue in full force and effect. **Signatures on following page**
If you agree with the terms of this First Amendment to Letter of Agreement, please indicate by signing and dating where indicated below.
CITY OF SIGNAL HILL
TALENTZOK
By:
Carlo Tomaino
City Manager
By:
Travis Medley
President
[If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary OR Treasurer REQUIRED] ATTEST:
By:
Daritza Gonzalez
City Clerk
By:
Michelle Medley
Secretary
APPROVED AS TO FORM:
By:
Best Best & Krieger LLP
City Attorney
EXHIBIT “A-1” to FIRST AMENDMENT
SCOPE OF SERVICES
Terms and Conditions of Service
This document describes the terms and conditions under which TalentZök / Simply Biotech / Defense Search will provide staffing services to its clients (Client): TalentZök employee Lilian Serrano will begin working as a Accounts Payable Specialist - TalentZok for City of Signal Hill (Client) on 11/29/2023. The regular hourly bill rate is $52.70 and overtime hourly bill rate is $79.05; inclusive of all surcharges.
Description of Services: Upon request, Medley Holdings, Inc. d/b/a as TalentZök / Simply Biotech / Defense Search (hereafter referred to as "TalentZök") will , interview and check at least two professional references to identify candidates who meet employment criteria provided by Client. Professional references may include references from previous employers and/or educational institutions, and may be obtained either orally or in writing (Please note: We ask previous employers to provide performance evaluations in addition to confirming dates of employment, but some employers are restricted from doing so by policy. Our policy is to accept date of employment confirmations as satisfactory evidence of acceptable background if all other elements of the screening process are satisfactory). We conduct formal background checks (criminal and civil, and upon separate request, credit) only upon a Client's written request. Additional charges will apply when background checks beyond professional references are performed.
Contract (Temporary Personnel) and Contract-To-Hire Placements:
TalentZök will place its employees ("Temporary Personnel") at a bill rate to be determined at the time the order is taken.
The TalentZök Temporary Personnel assigned to Client will remain an employee of TalentZök.* TalentZök will provide compensation and benefits to the employee. TalentZök warrants that its Temporary Personnel are covered by its workers' compensation insurance. TalentZök assumes responsibility to pay all applicable federal, state, and local withholding taxes, Social Security, State Disability insurance and all other like charges including limited employee benefits (but reserves the right to have Temporary Personnel pay a portion or all of their health insurance premium). * For Temporary Personnel to be employed outside the state of California, Temporary Personnel shall be employed by TalentZök's agent, which shall be responsible for providing Worker's Compensation and handling Worker's Compensation claims, Unemployment Insurance, payroll, taxes, issuance of W-2's, and providing such benefits and employment policies as TalentZök's agent provides for such TempHorary Personnel. For such out-of-state Temporary Employees, TalentZök shall perform all Descriptions of Service as outlined in this agreement.
Temporary Personnel provided by TalentZök are deemed at all times to be under the control and direction of Client during the term of the engagement regarding the duties to be performed by the Temporary Personnel for Client. TalentZök shall not be responsible for, or liable for the negligence, dishonesty, misconduct or lack of skill of Temporary Personnel. TalentZök will not be liable for any failure, default, act or omission of Temporary Personnel. Client agrees to comply with all equal opportunity, anti-discrimination and anti-harassment laws, right-to-know laws, OSHA and all other workplace or employment related local, state and federal laws. Client shall be responsible to provide proper meal and rest periods in accordance with state law. For Temporary Personnel working in the state of California, TalentZök is required to presume that any short, late, or missed meal period (or rest period if TalentZök is informed of a short or missed rest period) was due to work-related issues, and must pay Temporary Personnel an extra hour of pay, which will be charged to Client. Temporary Personnel may be entitled to benefits mandated by state law, such as Paid Sick Leave in California, or greater amounts which may be required by local ordinances. Any payments to Temporary Personnel for mandated benefits under federal, state, or local laws which apply to Temporary Personnel shall be charged to client. Client shall provide any accommodations required by Temporary Personnel, and shall report any requests for accommodation to TalentZök.
Client agrees to provide a safe, harassment-free and discrimination-free workplace, and provide any necessary and appropriate equipment and safety training. Client shall maintain and enforce a policy against sexual harassment and discrimination as required by state and federal law. Client shall immediately report any claims of sexual harassment or discrimination of any type, or complaints of retaliation by or against any Temporary Personnel to TalentZök. Client is to immediately report to TalentZök any violations of these provisions, and any injuries (no matter how minor) or complaints by or against TalentZök Temporary Personnel. Under no circumstances will Client allow Temporary Personnel to work "off the clock".
TalentZök compensates assigned Temporary Personnel on a weekly basis and invoices Client weekly for total hours worked, based on time sheets provided by Temporary Personnel and approved by Client. . Client shall ensure the total hours worked are accurately reported hours worked by Temporary Personnel. Client must provide TalentZök timesheet approval by Noon on Tuesday following the week in which services were performed. The Temporary Personnel's timecard will form the basis of TalentZök's invoice. Any overtime will be billed at 1.5x of the agreed upon bill rate. After the time sheets are submitted to TalentZök, under no circumstances shall Client revise the timesheet without both Temporary Personnel and TalentZök approval. Because TalentZök invoices reflect payroll it has already paid, payment of TalentZök's invoices are due within 30 days. Unpaid invoices are subject to a service charge of 1.5% per month (18% per year) beginning thirty days after issuance. In the event Client fails to meet the payment provisions of this subparagraph, TalentZök reserves the right to immediately suspend the services of all Temporary Personnel employed by Client. Resumption of service shall be at the option of TalentZök, subject to its receipt of all overdue payments and a deposit equal to the amount of the most recent invoice for the Temporary Personnel.. This amount shall serve as a Security Deposit and shall be refunded to Client, at the time of termination of this Agreement, after all outstanding charges are paid. .
Unless Temporary Personnel are required to leave early due to illness, emergency or personal necessity, Client agrees that if Temporary Personnel report for duty, Client is responsible for payment of a minimum of four (4) hours of work per shift, or one half the scheduled shift, whichever is greater, If Temporary Personnel’s preference is to work less than 4 hours, City is only required to pay for time actually worked.
In the event Client wishes TalentZök Temporary Personnel to be converted to Client's employ, Client agrees to contact TalentZök regarding TalentZök's fee and obtain written approval before the conversion, and Client agrees to pay a conversion fee of no less than 25% of the starting annualized salary/annualized hourly rate based on 2,080 hours or the amount indicated in the table below (if applicable), whichever is lower, of the referred candidate's first year's annual salary.
BILLABLE HOURS WORKED
CONVERSION FEE
0-190
25% of the starting annualized salary
191-380
20% of the starting annualized salary
381-570
15% of the starting annualized salary
571-760
10% of the starting annualized salary
761 - 960
5% of the starting annualized salary
961 & above
0 Conversion of the starting annualized salary
Client agrees to pay the conversion fee when the client engages Temporary Personnel directly or indirectly on a permanent, temporary, or consulting basis within 12 months of the end of any Temporary Personnel's engagement with Client, or from the Client's receipt of the candidate's resume/information from TalentZök, whichever occurred later. Client agrees to pay the same conversion fee if Temporary Personnel are hired by a subsidiary, affiliated, or related company as a result of Client's referral of the TalentZök Temporary Personnel to that subsidiary, affiliated, or related company.
In the event Client fails to pay TalentZök's fees and/or charges when due (whether for direct hires, temporary services, contract services, or conversion fees) Client agrees to pay all collection costs and attorney's fees and costs incurred. In the event litigation is commenced regarding Client's nonpayment of TalentZök's fees and/or charges, the prevailing party shall be entitled to reasonable attorney's fees and costs.
Client will not entrust TalentZök Temporary Personnel with the handling of unattended premises, cash, negotiable instruments or other valuables without prior written consent of TalentZök, and then only when the Temporary Personnel's specific duties necessitate such activities. Client agrees that TalentZök will not be responsible for claims made under TalentZök's fidelity bond unless such claims are made in writing to TalentZök within ten (10) working days after discovery of Temporary Personnel fraud or theft.
Client will not authorize TalentZök Temporary Personnel to operate motor vehicles, including company-owned vehicles, company-leased vehicles and vehicles owned by Temporary Personnel without prior written consent of TalentZök. TalentZök's insurance does not cover loss or damage caused by Temporary Personnel operating Client's owned or leased motor vehicles; therefore, in the event TalentZök provides written consent under this provision, Client warrants it shall have general liability insurance in place, and if Temporary Personnel drive their own vehicles, such insurance must include non-owned automobile coverage. Client agrees to defend, indemnify and hold TalentZök harmless for any claims, property damage, personal injuries or economic loss arising out of Temporary Personnel driving for Client's benefit which shall include all attorney's fees and costs.
Client will not authorize TalentZök Temporary Personnel to engage in heavy lifting, furniture moving, or operation of heavy machinery without advance written consent of TalentZök. Client agrees to defend indemnify and hold TalentZök harmless for any claims, property damage, personal injuries to Temporary Personnel or others, and economic loss which arises from Temporary Personnel engaging in such activity.
Client will not assign TalentZök Temporary Personnel to perform work other than that described at the time Client placed the job order with TalentZök.
Except in unusual circumstances or in the event of termination for cause, Client shall give TalentZök at least two (2) weeks' written notice in the event Client is not satisfied with the service rendered by Temporary Personnel, and wishes TalentZök to replace such Temporary Personnel , and shall inform TalentZök of any discipline of Temporary Personnel before implementing such disciplinary action. Client shall always notify TalentZök in writing prior to, but in no event later than the day of, the termination of Temporary Personnel. Client shall defend and indemnify TalentZök for claims arising out of breach of this paragraph (n).
Client must notify TalentZök in writing of any timecard or invoice discrepancies within two (2) weeks or client waives any claims for damages in the that regard.
Indemnity. TalentZök shall indemnify and hold Client harmless and indemnify and defend Client from any and all grievances, claims, court actions, costs and expenses, including reasonable attorney's fees, incurred as a result of TalentZök's failure to perform any of the conditions of this Agreement, or failing to properly pay Temporary Personnel (other than improper time approvals submitted by Client). . Client agrees to hold TalentZök harmless and indemnify and defend TalentZök from any and all grievances, claims, court actions, costs and expenses, including reasonable attorney's fees, made against TalentZök for any claims of sexual or other harassment, discrimination, wage claims (due to Client's failure to accurately report hours worked or provide proper meal or rest periods), or claims of disability discrimination by Temporary Personnel. Defense and indemnity to include costs and expenses, including reasonable attorney's fees.
Miscellaneous Provisions:
If any provision of this Agreement is found to be illegal or unenforceable, then any such provision shall be deemed stricken and the remaining provisions shall, nevertheless, remain in full force and effect.
This Agreement sets forth the Parties' entire agreement with respect to all subjects contained in this Agreement. This Agreement supersedes all previous agreements on this subject. This Agreement may not be amended except by in writing, signed by each of the Parties.
In the event a claim is brought for breach of this agreement, the prevailing party in any action shall be entitled to reasonable attorney's fees and costs.
Either party may terminate this Agreement at any time by giving thirty (30) days' written notice to the other party. .
All notices or other communications required or permitted to be given under this Agreement shall be directed in writing by US Mail (certified), overnight mail (with tracking), or email (with confirmed receipt) to: TalentZök, 16456 Bernardo Center Drive, Suite 100, San Diego, CA 92128; email: [email protected] and to Client at its address stated below, or at such place as shall be specified by written notice given by either party to the other.
This Agreement may be executed in counterparts, each of which shall be deemed to be an original and which together shall constitute one and the same instrument, and shall be deemed to have been entered into in Los Angeles County, California. Signatures transmitted by electronic means shall be considered valid and binding.
Disclaimer: IT IS ACKNOWLEDGED AND AGREED THAT THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT ARE THE ONLY WARRANTIES TALENTZÖK IS MAKING TO CLIENT AND ARE IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE EXPRESSLY DISCLAIMED. CLIENT FURTHER REPRESENTS AND ACKNOWLEDGES THAT CLIENT (A) HAS INDEPENDENTLY DETERMINED THE SUITABILITY OF THE CANDIDATE FOR CLIENT'S BUSINESS PURPOSES, (B) IS NOT RELYING ON ANY REPRESENTATION OR WARRANTY BY TALENTZÖK REGARDING THE CANDIDATE OR THE SERVICES EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, AND (C) ASSUMES ALL RISKS AND LIABILITY ARISING OUT OF OR ASSOCIATED WITH THE RETENTION OF THE CANDIDATE.
Limitation of Liability: UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL TALENTZÖK OR ITS AGENTS AND REPRESENTATIVES BE LIABLE TO CLIENT OR ANYONE ELSE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, WHETHER IN CONTRACT OR TORT (SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS) EVEN THOUGH TALENTZÖK HAS BEEN ADVISED SPECIFICALLY OF THE POSSIBILITY OF SUCH DAMAGES (COLLECTIVELY, "INDIRECT DAMAGES"). IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF LIABILITY FOR INDIRECT DAMAGES, THEN IN ANY EVENT, THE TOTAL LIABILITY OF TALENTZÖK TO CLIENT FOR ALL INDIRECT DAMAGES SHALL IN NO EVENT EXCEED $10,000 OR THE AMOUNT BILLED TO CLIENT FOR THREE MONTHS PRECEDING NOTICE OF CLAIM, WHICHEVER IS GREATER.
Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed to be an original and which together shall constitute one and the same instrument, and shall be deemed to have been entered into in San Diego County, California. Signatures transmitted by electronic means shall be considered valid and binding.
(BB&K 2019)
-2-
55728.00200\41859950.255728.00200\41859950.2
55728.00200\41859950.2
55728.00200\41859950.2
55728.00200\41859950.255728.00200\41859950.2
55728.00200\41859950.2
55728.00200\41859950.2
(BB&K 2019)
Exhibit “A”-2
55728.00200\41859950.255728.00200\41859950.2
55728.00200\41859950.2
55728.00200\41859950.2