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DS Help DeskAGREEMENT FOR PERSONNEL SERVICES BETWEEN THE CITY OF SAN RAFAEL AND ROBERT HALF INTERNATIONAL INC. General Conditions of Agreement 1. General Scope. This General Conditions of Agreement ("Agreement") is made and entered into this $ iNday of July, 2o16, by and between the City of San Rafael (hereinafter "Client"), and Robert Half International Inc., through its division Robert Half Technology (hereinafter "RHI"). RHI agrees to provide Client with staffing services to supplement Client's Information Technology (IT) help desk, as needed to assist Client with Client's completion of various projects which may be identified by Client from time to time. ?. Points of Contact. Client's IT Manager is hereby designated the Client's primary point of contact for this Agreement and shall supervise all aspects of the progress and execution of this Agreement for Client. Bell Tran is hereby designated as a point of contact for RHI. Should circumstances require a change in a point of contact by either party, for any reason, the party requiring the change shall notify the other party within ten (1o) business days of such change. 3. RHI Responsibilities. RHI shall (i) respond to each of Client's requests for staffing services by submitting a Statement of Work (SOW) that outlines the services to be provided and RHI's associated rates for those services; (ii) nominate Assigned Individuals qualified to perform the services outlined in each SOW, submitting resume and/or profile information describing their technical skills and related experience; (iii) maintain a record of hours worked by each Assigned Individual for each day working for Client, including enough detail to correlate work performed on each approved SOW; (iv) provide Client with detailed timesheets on a weekly basis on the hours worked and work performed by RHI on each approved SOW; and (v) require all Assigned Individuals to adhere to Client's network security and configuration control guidelines as required" 4. Consultant Background Inquiries. RHI checks references only by asking specific questions to select past employers with regard to skills and work history before RHI places an Assigned Individual on his or her first assignment. RHI has not engaged in any verification process other than this initial reference check (e.g., RHI has not screened for drug use, administered a medical exam or conducted a criminal background or credit check.). Should a background check be required by Client in order to complete an assignment, Client will obtain approval from RHI to proceed and then schedule the background check to be completed by Client, to the extent permitted by and in accordance with applicable law, at Client's expense. Client may to the extent permitted by applicable law require RHI to replace any Assigned Individuals who decline to participate in or fail to pass a required background check. 5. Client's Responsibility. Client shall supervise the work performed by Assigned Individuals. Client will not permit.or require an Assigned Individual (i) to perform services outside of the scope of his or her assignment; (ii) to sign contracts or statements; (iii) 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 operate machinery (other than office machines, computers, network equipment, or similar electronic equipment) or automotive equipment or (vii) to perform services remotely (e.g., on premises other than Client's or Client's customer's premises) (unless agreed to by RH I pursuant to a signed waiver acceptable to RH 1), or to use computers or other electronic devices, software or network equipment owned or licensed by the Assigned Individual. -3-Ul,oc Client agrees that it is responsible for implementing and maintaining usual, customary and appropriate internal procedures and controls (including accounting, information technology, proprietary information, creative designs and trade secret safeguards) for Client. Client agrees that it is fully responsible for, and that RHI will not be responsible for, any injuries, claims, damages or losses that may result from Client's failure to comply with the foregoing. Client agrees that it will provide safe working conditions. If any assignment under an SOW is for work to be performed under a government contract or subcontract, Client will notify RHI immediately of any obligations in the government contract or subcontract relating to wages. Client agrees that it is responsible for reporting any claim to RH I in writing during or within ninety (9o) days after the termination of the applicable assignment. RHI will not be responsible for any claim related to any services unless Client has reported such claim in writing to RHI within ninety (9o) days after termination of the applicable assignment. 6. Compensation. For the full performance of the services described herein, Client shall pay RHI at the hourly bill rates described in each SOW as agreed upon in writing by the parties, provided that the total amount of hourly fees paid to RHI under the Agreement for its services and expenses will not exceed $20,000.00 ("Not -to -Exceed Amount"). Payment will be made within 3o days of receipt by Client's primary point of contact of itemized invoices submitted by RHI. Notwithstanding anything to the contrary in this Agreement, RHI may at any time, in its sole discretion, discontinue performance of the services once the Not -to -Exceed Amount has been attained (even if RHI continued to provide services after the Not -to -Exceed Amount was reached). 7. Term of -Agreement. The term of this Agreement shall be for 12 months commencing on the date RHI and Client enter into this Agreement, as shown above, and ending 12 months thereafter. Upon mutual agreement of the parties, and subject to the approval of Client's City Manager, the term of this Agreement may be extended for an additional period of up to 12 months. } 8. Termination. Discretionary. Either party may terminate this Agreement without cause upon thirty (3o) days written notice mailed or personally delivered to the other party. Cause. Either party may terminate this Agreement for cause upon fifteen (15) days written notice mailed or personally delivered to the other party, and the notified party's failure to cure or correct the cause of the termination, to the reasonable satisfaction of the party giving such notice, within such fifteen (15) day time period. Effect of Termination. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other. Return of Documents. Upon termination, any and all Client's documents or materials provided to RHI and any and all of RHI's documents and materials prepared for or relating to the performance of its duties under this Agreement, shall be delivered to Client as soon as possible, but not later than thirty (3o) days after termination. 9. Ownership of Documents. The written documents and materials prepared by RHI in connection with the performance of its duties under this Agreement, shall be the sole property of Client. Client may use said property for any purpose, including projects not contemplated by this Agreement. io. Inspection and Audit. Upon reasonable notice, RHI shall make available to Client, or its agent, for inspection and audit, all documents and materials maintained by RHI in connection with its performance of its duties under this Agreement. RHI shall fully cooperate with Client or its agent in any such audit or inspection. ii. Assignability. The parties agree that they shall not assign or transfer any interest in this Agreement nor the performance of any of their respective obligations hereunder, without the prior written consent of the other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect. 12. Confidentiality. Assigned Individuals will execute any confidentiality agreement that Client may require. Client is responsible for obtaining the Assigned Individual's signature. Client agrees to hold in confidence the identity of any Assigned Individual and the Assigned Individual's resume, social security number and other legally protected personal information, and Client agrees to implement and maintain reasonable security procedures and practices to protect such information from unauthorized access, use, modification or disclosure. 13. Indemnification. A. RHI will defend and indemnify Client, and hold it harmless, from any claim, demand or liability that is related to, or results from the manner in which RHI has performed this Agreement, pursuant to the circumstances set forth below. RHI's indemnity obligations will arise when any claim or demand is made against Client which premises Client's liability, in whole or in part, upon any of the following: 1. the negligent acts or willful omissions of RHI or its officers, directors, employees, or agents; or 2. the willful misconduct of RHI or its officers, directors, employees, or agents. B. The defense and indemnification obligations of this Agreement shall survive the termination or completion of this Agreement for the full period of time allowed by law. 14. Limitation_on Liability. , Circumstances may arise where, because of a default on RHI's part or other liability, Client is entitled to recover damages from RHI. Regardless of the basis on which Client is entitled to claim damages from RHI (including fundamental breach, negligence, misrepresentation or other contract or tort claim), RHI's liability, if any, will, in the aggregate for all claims, causes of action or damages, be limited to any actual direct damages up to an amount equal to the fees actually paid to RHI for the services that are the subject of the claim. Under no circumstances is RHI 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. Notwithstanding anything to the contrary in this Agreement, RHI shall not be liable for, or have any duty of defense or indemnification with respect to, any acts or omissions of any of the Client Indemnitees. 15. EmploymentTaxes,. Withholdings.and Insurance. Each party will maintain workers' compensation insurance, commercial liability insurance and employer's liability insurance. RHI will be responsible, to the extent applicable, for any workers' compensation insurance, federal, state and local withholding and unemployment taxes, social security, state disability insurance or other payroll charges for the Assigned Individuals. RHI reserves the right to re -assign any Assigned Individual. A. Scope of Coverage. During the term of this Agreement, RHI shall maintain, at no expense to Client, the following insurance policies: 1. A commercial general liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence two million dollars ($2,000,000) aggregate, for death, bodily injury, personal injury, or property damage. z. An automobile liability (owned, non -owned, and hired vehicles) insurance policy in the minimum amount of one million dollars ($1,000,000) dollars per occurrence. 3. If any licensed professional performs any of the services required to be performed under this Agreement, a professional liability insurance policy in the minimum amount of one million dollars ($i,000,000) per claim/two million dollars ($z,000,000) aggregate, to cover claims arising out of RHI's performance of services under this Agreement. Where RHI is a professional not required to have a professional license, Client reserves the right to require RHI to provide professional liability insurance pursuant to this section. 4. If it employs any person, RHI shall maintain worker's compensation and employer's liability insurance, as required by the State Labor Code and other applicable laws and regulations. RHI's worker's compensation insurance shall be specifically endorsed to waive any right of subrogation against Client. B. Other Insurance Requirements. The insurance coverage required of RHI in subparagraph A of this section above shall also meet the following requirements: 1. Except for professional liability insurance, the insurance policies shall be specifically endorsed to include Client, its officers, agents, employees, and volunteers, as additional insureds under the policies. z. The additional insured coverage under RHI's insurance policies shall be primary with respect to any insurance or coverage maintained by Client and shall not call upon Client's insurance or self-insurance coverage for any contribution. The "primary and noncontributory" coverage in RHI's policies shall be at least as broad as ISO form CGro of 0413. 3. The commercial general liability insurance policy shall include, in its text or by endorsement, coverage for contractual liability and personal injury. 4. The insurance policies shall be specifically endorsed to provide that the insurance carrier shall not cancel or terminate said insurance policies except upon ten (1o) days written notice to,Client's primary point of contact. 5. If the insurance is written on a Claims Made Form, then, following termination of this Agreement, said insurance coverage shall survive for a period of not less than five years. 6. The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement. 7. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of Client (if agreed to in a written contract or agreement) before Client's own insurance or self-insurance shall be called upon to protect it as a named insured. C. Proof of Insurance. RHI shall provide to Client's primary point of contact or Client's City Attorney all of the following: (1) Certificates of Insurance evidencing the insurance coverage required in this Agreement; (z) a copy of the policy declaration page or endorsement page listing all policy endorsements for the commercial general liability policy, and (3) excerpts of policy language or specific endorsements evidencing the other insurance requirements set forth in this Agreement. Failure to exercise this right shall not constitute a waiver of the right to exercise it later. The insurance shall be approved as to form and sufficiency by Client's primary point of contact and Client's City Attorney. 16. Guarantee. RHI guarantees Client's satisfaction with the services of each Assigned Individual by extending to Client a three (3) day (24 hours) guarantee period. If, for any reason, Client is dissatisfied with an Assigned Individual, RHI will not charge for the first twenty-four (24) hours worked, provided that Client allows RHI to replace the Assigned Individual and Client contacts RHI regarding its dissatisfaction before the end of this guarantee period. Unless Client contacts RHI before the end of this guarantee period, Client agrees that the Assigned Individual is satisfactory for purposes of this guarantee. RHI MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES REGARDING THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF QUALITY, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR ANY PURPOSE. 17. Services Provided on a Time and Materials Basis. Notwithstanding any language to the contrary in this Agreement with regard to fixed-price, deliverables or acceptance of deliverables, RHI shall be compensated on an hourly basis only. RHI is not providing deliverables under this Agreement. If, for any reason, any Assigned Individual is unable to complete his or her assignment, RHI will endeavor to provide a suitable replacement, subject to Client's approval. If RHI is unable to identify a replacement acceptable to Client, the applicable SOW will be deemed to have automatically ended with respect to such Assigned Individual, except that Client shall remain liable to RHI for services provided by such Assigned Individual prior to his/her termination. 18. Payment Terms. Each Assigned Individual will present a time sheet or an electronic time record to Client's primary point of contact or to another Client contact as identified in an SOW for verification and approval at the end of each week. RHI will bill Client weekly for the total hours worked. RHI's invoices are due within 3o days of receipt, including applicable sales and service taxes all of which are payable by Client. In the event that Client fails to pay the invoices when due, Client agrees to pay all of RHI's costs of collection, including reasonable attorneys' fees, whether or not legal action is initiated. Additionally, RHI may, at its option, charge interest on any overdue amounts ata rate of the lesser of i%% per month or the highest rate allowed by applicable law from the date the amount first became due. RHI may increase its rates for the services provided under this Agreement to reflect increases in RH I's own costs of doing business, including costs associated with higher wages for workers and/or related tax, benefit and other costs. RHI will provide written or verbal notice of any increase in its rates for the services, and such increase will be prospective, starting as of the effective date RHI specifies. i9. Overtime. If applicable, overtime will be billed at 1.50 times the normal billing rate. Federal law defines overtime as hours in excess of 4o 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. zo. Expenses. Subject to prior approval by Client, travel and/or out-of-pocket expenses incurred by an Assigned Individual shall be reimbursed by Client immediately upon Client's receipt of invoice. 21. Hiring -the Assigned Individual. After Client evaluates the performance and potential of an Assigned Individual on the job, Client may wish to employ this person directly. In such event, Client agrees to pay a conversion fee. The conversion fee is payable if Client hires the Assigned Individual, regardless of the employment 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 Assigned Individual's assignment. Client also agrees to pay a conversion fee if the Assigned Individual is hired by a subsidiary or other related company or business as a result of Client's referral of the Assigned Individual to that company. The conversion fee will be owed and invoiced upon Client's hiring of the Assigned Individual, and payment is due upon receipt of the invoice. The same calculation will be used if Client converts the Assigned Individual on a part-time basis using the full-time equivalent salary. The conversion fee will equal thirty-five percent (35%) of the Assigned Individual's aggregate annual compensation, including bonuses. 22. Nondiscrimination. RHI shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 23. Compliance With All Laws. RHI shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement. RHI shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. RHI shall release, defend, indemnify and hold harmless Client, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation by RHI of any applicable laws, ordinances, codes or regulations. 24. No Third Party, Beneficiaries. RHI and Client do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party. 25. Notices. All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: TO Client's point of contact: Gus Bush City pf San Rafael 140o Fifth Avenue San Rafael, CA 94901 TO RHI's point of contact: Regional Manager Robert Half International Inc. 50 California Street, loth Floor San Francisco, CA 94111 26. Independentnttactor. For the purposes, and for the duration, of this Agreement, RHI, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of Client. RHI and Client expressly intend and agree that the status of RHI, its officers, agents and employees be that of an Independent Contractor and not that of an employee of Client. 27. Entire Agreement - Amendments. The terms and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between RHI and Client. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by RHI and Client. If any conflicts arise between the terms and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. Payment obligations shall extend beyond the termination of this Agreement. This Agreement is only applicable to and the only RHI branch and division obligated under this Agreement is the Robert Half Technology division of the branch office located in San Francisco, CA. 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. 28. Waivers. The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 29. Costs and .Attorney's Fees. The prevailing party in any action brought to enforce the terms and conditions of this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action. 30. Business License /Other Taxes. RHI shall obtain and maintain during the duration of this Agreement, a City of San Rafael business license as required by the San Rafael Municipal Code. RHI shall pay any and all state and federal taxes and any other applicable taxes. Client shall not be required to pay for any work performed under this Agreement, until RHI has provided Client with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). 31. Applicable Law. The laws of the State of California shall govern this Agreement. [signatures on following page] IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. C.TY OF SAN RAFAEL V. �` JAMES S HUTZ, City Manag ATTEST: ESTHER C. BEIRNE, City Clerk APPR VED AS TO FORM: j� sC� , l � � ROBERT F. EPSTEIN, City A*orney ROBERT HALF INT ER�PON INC.EOE i NaeHeatheston Title:_ Regional,Vice-President CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: IT Project Manager: Gus Bush Extension: 5302 Contractor Name: Robert Half International, Inc. Contractor's Contact: Bell Tran Contact's Email: bell.tran@rht.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor 7/22/2016 N 7/8/2016 GB b. Email contract (in Word) & attachments to City Atty c/o Laraine.Gittens@cityofsanrafael.org 2 City Attorney a. Review, revise, and comment on draft agreement 7/18/2016 ® LAG and return to Project Manager 7/26/2016 ® LAG b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor 3 Project Manager Forward three (3) originals of final agreement toI 7/25/2016 contractor for their signature 4 Project Manager When necessary, * contractor -sinned agreement ® N/A agendized for Council approval *PSA > $20,000; or Purchase > $35,000; or Or ❑ Public Works Contract > $125,000 Date of Council approval Click here to enter a clate. PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City 7/28/2016 GB Attorney with printed copy of this routing form I I 6 City Attorney Review and approve hard copy of signed c6 7 City Attorney agreement Review and approve insurance in PINS, and bonds (for Public Works Contracts) 8 City Manager/ Mayor Agreement executed by Council authorized official �1I 9 City Clerk Attest signatures, retains original agreement and I forwards copies to Project Manager