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HomeMy WebLinkAbout2001-05-07 City Council (2)TO: City of Palo Alto City Manager’s Report HONORABLE CITY COUNCIL 3 FROM: DATE: CITY MANAGER MAY 7, 2001 DEPARTMENT: HUMAN RESOURCES CMR: 220:0} SUBJECT:AGREEMENT BETWEEN THE CITY OF PALO ALTO AND CORESTAFF SERVICES INC. AND MANPOWER STAFFING SERVICES FOR TEMPORARY EMPLOYMENT SERVICES RECOMMENDATION Staff recommends that Council: 1. Approve new Agreements for temporary employment services with Corestaff Services (California) Inc. and Manpower Staffing Services, for a one-year period.beginning May 7, 2001. 2. Authorize the City Manager or his designee to renew the Agreement for two additional one-year terms. DISCUSSION Prqject Description The City uses temporary employment services where agency employment is more cost effective and efficient than hiring temporary employees directly onto the City payroll. For the past three years, the City has had two agencies under contract to provide temporary employees to City departments on an as-needed basis, Spherion and Wollborg-Michelson Personnel Services, Inc. Selection Process Five employment agencies submitted proposals in response to the City’s Request for Proposal (RFP), which was sent out to 16 local temporary employment services agencies. The five proposals were reviewed by a committee consisting of City staff from the Utilities, Public Works, Community Services and Human Resources Departments. Three of these agencies were invited to make presentations and be interviewed by the selection committee. The selection was based on the committees’ assessment of the proposals along the following criteria: 1. Ability to provide requested services at reasonable and competitive rates. This includes temporary staffing for finance/accounting, technical (i.e., engineering) and general laborer positions. 2. A fully staffed local office. CMR: 220: 01~Page 1 0f3 3. Available pool of qualified applicants. 4. Excellent references from major corporate or public agency users in the area. The key cost factors in evaluating the proposals are the mark-up rates for regular, short-term temporary, employees and for long-term temporary employees who are payroll serviced by the temporary agency. The mark-up percentage quotes varied according to the type of position requested. Agencies responding to the RFP had mark-up percentages that ranged between 29% to 61% for temporary personnel services and 23% to 50% for payroll serviced employees. Manpower and Corestaff Services were selected based on it’s the ability to provide the City with temporary personnel in clerical, light and heavy industrial, financial accounting and technical and professional classifications. The selection committee assessed the timeliness in turnaround from call-in to filling the request, quality of available applicant pool, and professional staffs. RESOURCE IMPACT No additional funding is required for these contracts as temporary employment services are budgeted in departmental budgets each year. POLICY IMPLICATIONS The recommendation is consistent with existing City policies. ENVIRONMENTAL REVIEW " This is not a project under the California Environmental Quality Act (CEQA). ATTACHMENTS Corestaff and Manpower Mark-up Percentages Contract with Corestaff Services. Contract with Manpower Staffing Services CMR: 220:00 Page 2 of 3 PREPARED BY: Kathryn Lee DEPARTMENT HEAD: JAY ~)~~UND~S/9 ~ Director of Human Resources CITY MANAGER APPROVAL . EMIL’Y~ARR.I SON Assistant City Manager CMR: 220:00 Page 3 of 3 MARK-UP PERCENTAGES FOR CORESTAFF AND MANPOWER Admin/Cierical Payroll Service Light Industrial Payroll Service Heavy Industrial Payroll Service Financial Accounting Payroll Service Technical/Professional Payroll Service Corestaff Services 29% 23% 43% 37% 61% 56% Manpower 40% 29% 60% 50% 40% 29% 4O% 29% AGREEMENT BY AND BETWEEN THE CITY OF PALO ALTO AND CORESTAFF SERVICES FOR TEMPORARY EMPLOYMENT SERVICES THIS AGREEMENT is made and entered into this day of , 2000, by and between the CITY OF PALO ALTO, amunicipal corporation of California, hereinafter referred to as "CITY," and CORESTAFF .SERVICES (Taxpayer Identification Number 76- 0510166), a California corporation, with offices at 1301 Shoreway Road, Suite 201, Belmont, CA, hereinafter referred to as "CONTRACTOR"; WI TNE S SETH: .WHEREAS, CITY desires to retain services to provide temporary employment services for CITY; and WHEREAS, CITY desires to engage CONTRACTOR to provide these services by reason of its qualifications and experience for performing such services, and CONTRACTOR has offered to provide the required services on the terms ~andin the manner set forth herein; NOW, THEREFORE, in ,consideration covenants, the parties hereto agree as follows: SECTION i -PROJECT COORDINATION of their mutual The City Manager shall be representative of CITY for all purposes under this Agreement. JAY ROUNDS is designated as the PROJECT MANAGER for the City Manager, and he shall supervise the progress and execution of this Agreement. 1.2 Contractor CONTRACTOR shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONTRACTOR. MICHAEL WERBLUN, Senior Vice President and General Manager, hereby is designated as the PROJECT DIRECTOR for CONTRACTOR. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR for any reason, the PROJECT DIRECTOR designee shall be subject, to the prior written approval of the PROJECT MANAGER. 001207 cl 0032410 SECTION 2 - DUTIES OF CONTRACTOR 2.1 Services to be Furnished CONTRACTOR shall provide temporary employment services as described in CONTRACTOR’s proposal (through page 46), labeled Exhibit "A," which is attached hereto and incorporated herein by reference. CONTRACTOR agrees that any and all temporary employees provided to CITY by CONTRACTOR under this Agreement, including but not limited to th’ose provided under payroll servicing, shall be the employees of CONTRACTOR and not the employees of the City of Palo Alto. 2.2 Laws to be Observed CONTRACTOR shall: 2.2.1 Procure all permits and licenses, pay allcharges and ’fees, and give all notices which may be necessary and incident to the due and lawful prosecution of the services tobe performed by CONTRACTOR under this Agreement. 2.2.2 Keep itself fully informed of all existing and future federal, state, and local laws, ordinances, regulations, orders, and decrees which may affect those engaged or employed under this Agreement, any materials used in CONTRACTOR’s performance under this Agreement, or the conduct of the services under this Agreement. 2.2.3 At all times observe and comply with, andcause all of its subcontractors and employees, if any, to observe and comply with, all of said laws, ordinances, regulations, orders and decrees mentioned above. 2.2.4 Immediately report to the PROJECT MANAGERin writing any discrepancy.or inconsistency it discovers in said laws, ordinances, regulations,.orders, and decrees mentioned above.. in relation to any plans, drawing, specifications, or provisions of this Agreement. 2.3 Qualifications of Contractor CONTRACTOR represents that it is qualified to furnish the services described under this Agreement. As evidence thereof, CONTRACTOR warrants that one or more members of employees of the firm are licensed by the State of California and that the services to be provided under this Agreement will be perf’ormed by them or under their supervision. 001207 ¢I 0032410 2 SECTION 3 - COMPENSATION For the full performance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR as follows: 3.1 For furnishing temporary employees and for payroll servicing, CONTRACTOR shall be paid at the markup rates set forth on page 46 of Exhibit ~A" (CONTRACTOR’s proposal). The charge for permanent placement is also as set forth on page 46 of Exhibit "A". 3.2 Notwithstanding the foregoing, CITY shall not be charged for the services of any temporary employee, when in the opinion of the PROJECT MANAGER or his designee the services-of a temporary employee have not been satisfactory, provided that the CITY notifies CONTRACTOR~ that said services were unsatisfactory within the first eight (8) hours of the assignment. 3.3 Weekly itemized invoices for said services shall be provided to CITY. These invoices shall have information deemed sufficient by the PROJECT MANAGER or his designee and shall be paid within thirty (30) days of their receipt by CITY. 3.4 All compensation payable hereunder shall be subject tO the appropriation of funds by CITY’s Council for the applicable fiscal year during which such temporary employment services are to be or are rendered. .In the event funds are not appropriated for services to be rendered in any fiscal year during the term of this Agreement, this Agreement shall be deemed terminated at the end of the fiscal year for which funds are appropriated. No penalty shall accrue to CITY in the event this Agreement is terminated pursuant to the provisions of this Section, and CITY shall not be liable for any future payments due or for any damages as a result of the termination of this Agreement pursuant hereto, o~ SECTION 4 -TERM This Agreement shall commence on the date executed by CITY and shall continue in full force and effect for one year thereafter; provided, however, that CITY shall have the right to renew the Agreement for two additional one year terms at the same terms and conditions. SECTION 5 - TEMPORARY suSPENSION The City Manager shall have the authority to suspend this Agreement, wholly or in part, for such period as he deems necessary due to unfavorable conditions or due to the failure on the part of the CONTRACTOR to perform any provision of this Agreement. 001207 cl 0032410 3 SECTION 6 - SUSPENSION; TERMINATION 6.1 Right to Suspend or Terminate The City Manager may suspend or terminate this Agreement for any reason by giving ten (i0) days’ written notice to CONTRACTOR. Upon receipt of such notice, CONTRACTOR shall immediately discontinue its performance under this Agreement. 6.2 Payment Upon such suspension or termination, CONTRACTOR shall be paid for all services actually rendered to CITY to the date of such suspension or termination; provided, however, if this Agreement is suspended or terminated for fault of ~ONTRACTOR, CITY shall be obligated to compensate CONTRACTOR only for that portion of CONTRACTOR’s services which are of benefit to CITY. SECTION 7 - INDEPENDENT JUDGMENT Failure of CITY to agree with CONTRACTOR’s independent findings, conclusions, or recommendations, if the same are called for under this Agreement, on the basis of differences in matters of judgment shall not be construed as failure on the part of CONTRACTOR to meet the requirements of this Agreement. SECTION 8 -ASSIGNMENT; SUBCONTRACTORS; EMPLOYEES’ 8.1 Assignment Both parties shall give their personal attention to the faithful ~performance of this Agreement and shall not assign, transfer, convey, or otherwise dispose of thisAgreement or any right, title or interest in or to the same or any part thereof without the prior written consent of the other party,-and then only subject to such terms and conditions as the other party may require. Aconsent .to one assignment shall not be deemed to be a consent~ to any subsequent .assignments. Any assignment without, such approval shall be void and, at the option of the other party, shall terminate this Agreement and any license or privilege granted herein. This Agreement and any interest herein shall not be .assignable by operation of law without the prior written consent of the other party. 8.2 Subcontractors; Employees CONTRACTOR shall be responsible for employing or engaging all person~ necessary to perform the services of CONTRACTOR hereunder. No subcontractor of CONTRACTOR will be recognized by CITY as such; rather, all subcontractors are deemed to be employees of CONTRACTOR, and it agrees to be responsible for their performance. CONTRACTOR shall give its personal attention to the 001207 cl 0032410 fulfillment of the provisions of this. Agreement by all of its employees and subcontractors, if any, and shall keep the work under its control. If any employee or subcontractor of CONTRACTOR fails or refuses to carry out the provisions of this Agreement or appears -to be incompetent or to act in a disorderly or improper manner, he or she shall be discharged immediately from the work under this Agreement on demand of the PROJECT MANAGER. SECTION 9 - NOTICES All notices hereunder shall be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY:Office of the City Clerk P.O. Box 10250 Palo Alto, CA 94303 To CONTRACTOR: Attention of the PROJECT DIRECTOR at the address of CONTRACTOR recited above SECTION I0 - INTEREST OF CONTRACTOR In accepting this Agreement, CONTRACTOR~covenants that it presently has no interest, and shall not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the services hereunder. CONTRACTOR further covenants that, in the performance of this Agreement, no subcontractor or person having such an interest shall be employed. CONTRACTOR certifies that no one who has or will have any financial interest Under this Agreement is an officer or. employee of CITY. It is expressly agreed that in the performance of the professional services required under this Agreement CONTRACTOR, and any of its subcontractors or employees, shall at all times be considered independent contractors and.not agents or employees of CITY. SECTION ii - AUDITS CONTRACTOR agrees to permit CITY to audit, at any reasonable time, CONTRACTOR’s records pertaining to matters covered by this Agreement. SECTION 12 - INDEMNITY CONTRACTOR agrees to indemnify, defend and hold harmless CITY, its officers, agents and employees from any and all demands, claims, or liability of any nature, caused by or arising out of CONTRACTOR’s, its officers’, agents’, SUBCONTRACTORS’ or employees’ negligent acts, errors, or omissions, or willful misconduct, or conduct for which the law imposes strict liability on CONTRACTOR in the performance or failure to perform this Agreement. 001207 cl 0032410 SECTION 13 - WORKERS’ COMPENSATION CONTRACTOR, by executing this Agreement, certifies that it is aware of the provisions of the Labor Code of the State of California which require every employer to be insured against liability for workers’ compensation or to undertake self,insurance in accordance with the provisions of that Code, and certifies that it will comply with such provisions before commencing the performance of the work of this Agreement. SECTION 14 --INSURANCE CONTRACTOR, at its sole cost and ekpense, shall obtain and maintain in full force and effect throughout the entire term of this Agreement the insurance coverage described in Exhibit "B", insuring not only CONTRACTOR, but also (with the exception of workers’compensation and employer’s liability insurance), CITY, its officers, agents, and employees, and each of them with respect to activities and services performed by CONTRACTOR for or on behalf of CITY. under the provisions of this Agreement. Certificates of such insurance, preferably on the fo~ms provided by CITY, shall be filed with CITY concurrently with the execution of this Agreement or, with CITY’s approval, within ten (i0) working days thereafter. Said certificates shall be subject to the approval of the CITY’s Risk Manager and shall contain an endorsement stating that said insurance is primary coverage and will not be canceled or altered by the insurer-except after filing with the City Clerk thirty (30) days’ written notice of such cancellation or alteration, and that theCity of Palo Alto is named as an additional insured (except on policies of professional liability insurance.) Current certificates of such insurance shall be kept on file at all times during the term of this Agreement with the City Clerk. SECTION 15 -AGREEMENT BINDING The terms, covenants, and conditions of this Agreement shall apply to, and shall bind, the heirs, successors, executors, administrators, assigns, and subcontractors of both parties. SECTION 16 - WAIVERS The waiver by either party of any breach or violation of any term, covenant, or condition of this Agreement or of any provision, ordinance, or law shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, or law or of any subsequent breach or violation of the same or of any other term, covenant, condition, ordinance, or law. The subsequent acceptance by either party of any fee or other money which may become due hereunder by the other party of any term, covenant, or condition of this Agreement or of any applicable law or ordinance. 001207 cl 0032410 6 SECTION 17 -COSTS AND ATTORNEYS’ FEES The Prevailing party in any action brought to enforce the terms of this Agreement or arising out of this Agreement may recover its re.asonable costs and attorney fees expended in connection with such an action from the other party. SECTION 18 - NO IMPLIED WAIVER No payment, partial payment, acceptance, or partial acceptance by CITY shall operate as a waiver on the~part of CITY of any of its rights under this Agreement. SECTION 19 -NONDISCRIMINATION; PENALTY 19.1 DUTY OF CONTRACTOR No discrimination shall be made in the employment of persons under this Agreement because of the race, color, national origin, ancestry, religion or sex of such person. If the value of this Agreement is, or may be, Five Thousand Dollars ($5,000) or more, CONTRACTOR agrees to met all requirements of the Palo Alto Municipal Code pertaining to nondiscrimination in employment and to. complete and submit the "Certification of Non Discrimination" on the form furnished by CITY as Exhibit "C" ~attached hereto and incorporated herein by reference. 19.2 PENALTY FOR DISCRIMINATION If CONTRACTOR. is found in violation of the nondiscrimination provisions of the State of California Fair Employment Practices Act or similar provisions of federal law or executive order in the performance of this Agreement, it shall thereby De found in material breach of this Agreement. Thereupon, CITY shall have the power to cancel or suspend this Agreement, in whole or in part, or to deduct from the amount payable to CONTRACTOR the sum of Twenty-Fiv.e Dollars ($25) for each person for each calendar day during which such person was discriminated against, as damages, for said breach of contract, or.both. Only a finding of the State of California Fair Employment Practices commission or the equivalent federal- agency or officer shall constitute evidence of-a violation of contract under this section. SECTION 20 - AGREEMENT CONTAINS ALL UNDERSTANDINGS; AMENDMENT This document represents the entire and integrated agreement between CITY and CONTRACTOR and supersedes all prior negotiations, representations, and agreements, either written or oral. This document may be amended only by written instrument, signed by both CITY and CONTRACTOR. All provisions of this Agreement are expressly made conditions. 001207 cl 0032410 SECTION 21 - GOVERNING LAW This Agreement shall be governed by the ¯laws of the State of California. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. ATTEST:CITY OF PALO ALTO City Clerk APPROVED AS TO FORM:¯ Senior Asst. City Attorney APPROVED: Assistant City Manager Director of Administrative Services Name: Its: Director of Human Resources Risk Manager Taxpayer Identification No. 76-0510166 (Compliance with Corp. Code § 313 is required if the entity on whose behalf this contract is signed is a corporation. - Inthe alternative, a certified corporate resolution attesting to the signatory authority of the individuals signing in their respective capacities is acceptable) Attachments: EXHIBIT ’~A": Proposal, dated August 4, 2000 EXHIBIT "B": Insurance Requirements EXHIBIT "C": Certificate of Non Discrimination 001207 o10032410 8 CERTIFICATE OF ACKNOWLEDGEMENT (Civil Code § 1189) On JA~L~~ ~/ O~ , 200[, before me, IvAN Mt~6Da¢~/k$1~o , a Notary Public in and for said qounty andState, personally appeared ~!~u ~ . W~6~U~ , personally known to me or proved to me on the basis of satisfactory evidence to be the person~ whose name(~) is/at4 subscribed to the within instrument and acknowledged to me that he/s~/t~ey executed the same in his/h~/th~r authorized capacity(ie~), and that by his/h~r/th~r signature(s~ on the instrument the person), or the entity upon behalf of which the person(/ acted, executed the instrument. WITNESS my hand and official, seal. Si~’f Notary Public IVAN HIRANG UE~U/~IUU < Comm, # 1179356 NOTARY PUBLIC- CALIFORNIA ,San ~ateo County ~y Comm. Expires M~y 4, 2002 001207 cl 0032410 9 AGREEMENT BY AND BETWEEN THE CITY OF PALO ALTO AND MANPOWER STAFFING SERVICES FOR .TEMPORARY EMPLOYMENT SERVICES THI.S AGREEMENT is made and entered into this day of , 2001, by and between-the CITY OF PALO ALTO, a municipal corporation of the state of California, hereinafter referred to as "CITY," and MANPOWER, INC./CALIFORNIA PENINSULA, dba MANPOWER STAFFING SERVICES (Taxpayer Identification Number 94- 1279111), a California corporation, with offices at 3180 Newberry Drive, San Jose, CA 95118) hereinafter referred to as "CONTRACTOR"; W I T N E S S E TH: WHEREAS, CITY desires to retain services to provide temporary employment services for CITY; and WHEREAS, CITY desires to engage CONTRACTOR to provide these services by reason of its qualifications and experience for performing such services, and CONTRACTOR has offered to provide the required services on the terms and in the manner set forth herein; NOW, THEREFORE, in consideration of their mutual covenants, the parties hereto agree as follows: SECTION 1 -PROJECT COORDINATION The City Manager shall be representative of CITY for all purposes under this Agreement. JAY ROUNDS is designated as the PROJECT MANAGER for the City Manager, and he shall supervise the progress and execution of this Agreement. 1.2 Contractor CONTRACTOR shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONTRACTOR.- ROB VAN NOORDWYK hereby is designated as the PROJECT DIRECTOR for CONTRACTOR. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR for any reason, the PROJECT DIRECTOR designee shall be subject to the prior written approva! of the ¯ PROJECT MANAGER. 010214 cl 0032429 1 SECTION 2 - DUTIES OF CONTRACTOR 2.1 Services to be Furnished CONTRACTOR shall provide temporary employment Services in accordance with. CONTRACTOR’s proposal, labeled Exhibit "A," which is attached hereto and incorporated herein by reference, excluding those documents listed therein as "AttachmentS." In the case of any conflict between Exhibit "A" and the provisions of this main agreement, the provisions of this main agreement shall prevail. CONTRACTOR agrees that any and all temporary employees provided to CITY by CONTRACTOR under this Agreement, including but not limited to those provided under payroll servicing, shall be the employees of CONTRACTOR and not the employees of the City of Palo Alto. 2.2 Laws to be Observed CONTRACTOR shall: 2.2.1 Procure all permits and licenses, pay all charges and fees, and give all notices which may be necessary and incident to the due and lawful prosecution of the services, to be performed by CONTRACTOR under this Agreement. 2.2.2 Keep itself fully informed of all existing and future federal, state, and local laws, ordinances, regulations, orders, and decrees which may affect those engaged or employed under this Agreement, any materials used in CONTRACTOR’s performance under this Agreement, or the conduct of the services under this Agreement. 2.2.3 At all times observe and comply with, and cause all of its subcontractors and employees, if any, to observe and comply with, all of said laws, ordinances, regulations, orders and decrees mentioned above. 2.2.4 Immediately report to the PROJECT MANAGER in writing any discrepancy or inconsistency it discovers in said laws, ordinances, regulations, orders, and decrees mentioned above in relation to any plans, drawing, specifications, or provisions of this Agreement. 2.3 Qualifications of Contractor CONTRACTOR represents that it is qualified and licensed to furnish the services described under this Agreement. CITY agrees to accept total responsibility for the supervision, direction, and control of the work performed by CONTRACTOR’s employees. 010214 el 0032429 2 SECTION 3 - COMPENSATION For the full performance of the services described herein by CONTRACTOR~ CITY shall pay CONTRACTOR as follows~: 3.1 For furnishing temporary employees and for payroll servicing, CONTRACTOR shall be paid at the mar.kup rates set forth on Exhibit "B", attached hereto and incorporated herein by reference. The rates for permanent placement shall also.be as set forth on Exhibit ~B". These rates shall supersede any Conflicting rates set forth in Exhibit "A". 3.2 Notwithstandingthe foregoing, CITY shall not be charged for the services of any temporary employee, when in the opinion of the PROJECT MANAGER or his designee the services of a temporary employee have not been satisfactory, provided that the CITY notifies CONTRACTOR that said servlces were unsatisfactory within the first eight (8) hours of the.assignment. 3.3 Weekly itemized invoices for said services shall be provided to CITY. These invoices shall have information deemed sufficient by the PROJECT MANAGER or his designee and shall be paid within thirty 30) days of their receipt by CITY. 3.4 All compensation payable hereunder shall be subject to the appropriation of funds by CITY’s Council for the applicable fiscal year during which such temporary employment services are to be or are rendered. In the event funds are not appropriated for services to be rendered in any fiscal year during the term of this Agreement, this Agreement shall be deemed terminated at the end of the fiscal year for which funds are appropriated. No penalty Shall accrue to CITY in the event thisAgreement is terminated pursuant to the provisions of this Section, and CITY Shall not be liable for any future payments due or for any damages as a result of the termination of this Agreement pursuant hereto. SECTION 4 - TERM This Agreement shall commence on the date executed by CITY and shall continue in full force and effect for one year thereafter; provided, however that CITY shall have the right to renew the Agreement for two additional one year terms at the same terms and conditions. SECTION 5 - TEMPORARY SUSPENSION The City Manager shall have the authority to suspend this Agreement, wholly or in part, for such period as he deems necessary due to unfavorable conditions or-due to the failure on the part of the CONTRACTOR to perform any provision of this Agreement. 010~14 cl 0032429 SECTION 6 - SUSPENSION; TERMINATION 6.1 Right to Suspend or Terminate The City Manager may suspend or terminate this Agreement for any reason by giving ten (I0) days’ written notice to CONTRACTOR. Upon receipt of such notice, CONTRACTOR shall immediately discontinue his performance under this Agreement. 6.2 .Payment Upon such suspension or termination, CONTRACTOR shall be paid for all services actually rendered to CITY to the date of such suspension or termination. SECTION 7 - INDEPENDENT JUDGMENT Failure of CITY to agree with CONTRACTOR’s independent findings, .conclusions, or recommendations, if the same are called for under this Agreement, on the basis of differences in matters of judgment shall not be construed as failure on the part of CONTRACTOR to meet the requirements of this Agreement. SECTION 8 -ASSIGNMENT; SUBCONTRACTORS; EMPLOYEES. 8.1 Assignment Both parties shall give their personal attention to the faithful performance of this Agreement and shall not assign, transfer, convey, or otherwise dispose of this Agreement or any right, title or interest in or to the same or any part thereof without the prior written consent of the other party, and then only subject to such terms and conditions as the other party may require. A consent to one assignment shall not be deemed to be a consent to any subsequent assignments.. Any assignment without such approval shall be void and, at the option of the ohher party, shall terminate this Agreement and any license or privilege granted herein. This Agreement and any interest herein shall not be assignable by operatLon of law without the prior written consent of the other party. 8.2 Subcontractors; Employees CONTRACTOR shall be responsible for employing or engaging all persons necessary to perform the services of CONTRACTOR hereunder. NO subcontractor of CONTRACTOR Will be recognized by CITY as such; rather, all subcontractors are deemed to be employees of CONTRACTOR, and it agrees to be responsible for their performance. CONTRACTOR-shall give its personal attention to the fulfillment of the provisions of this Agreement by all of its employees and subcontractors, if any, and shall, keep the work under its control. If any employee or subcontractor of CONTRACTOR fails or refuses to carry out the provisions of this Agreement or appears 010214 c10032429 4 ~o be incompetent or to act in a disorderly or improper manner, he or she shall be discharged immediately from the work under this Agreement on demand of the PROJECT MANAGER. SECTION 9 - NOTICES All notices hereunder shall be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY:Office of the City Clerk P.O. Box 10250 Palo Alto, CA 94303 To CONTRACTOR: Attention of the PROJECT DIRECTOR at the address of CONTRACTOR recited above SECTION i0 - INTEREST OF CONTRACTOR In accepting this Agreement, CONTRACTOR covenants that it presently has no interest, and shall not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the services hereunder. CONTRACTOR further covenants that, in the performance of this Agreement, no subcontractor or person having such an interest shall be employed. CONTRACTOR certifies that no one who has or will have any financial interest under this Agreement is an officer or employee of CITY. It is expressly agreed that in the performance of the professional services required under this Agreement CONTRACTOR, and any of its ~subcontractors or employees, shall at all times, be considered independent contractors and not agents or employees of CITY. SECTION il- AUDITS CONTRACTOR agrees to permit CITY to audit, at any¯reasonable time, CONTRACTOR’s records pertaining, to matters covered by this agreement. SECTION 12 - INDEMNITY CONTRACTOR agrees to protect, indemnify, defend and hold harmless CITY, its officers, agents and employees from any and all demands, claims, or liability of any nature, to the extent caused by or arising out of CONTRACTOR’s, its officers’, agents’, or employees’ negligent acts, errors, or omissions,, or willful misconduct, orconduct for which the law imposes strict liability on CONTRACTOR in the performance or failure to perform this Agreement. 010214 cl 0032429 5 SECTION 13 - WORKERS’ COMPENSATION CONTRACTOR, by executing this Agreement, certifies that it is aware of the provisions of the Labor Code of the State of California which require every employer to be insured, against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions, of that Code, and certifies that it will comply with such provisions before commencing the performance of the work of this Agreement. SECTION 14 -INSURANCE CONTRACTOR, at its sole cost and expense, shall obtain and maintain in full force and effect throughout the entire term of this Agreement the insurance coverage described in Exhibit "C", insuring not only CONTRACTOR, but also (with the exception of workers’ compensation and employer’s liability insurance), CITY, its officers, agents, and employees, and each of them with respect to activities and services performed by CONTRACTOR for or on behalf of CITY under the provisions of this Agreement. Certificates of such insurance, preferably on the forms provided by CITY, shall be filed with CITY concurrently with the execution of this Agreement or, with CITY’s approval, within ten (i0) working days thereafter. Said certificates shall be subject to the approval of the City Attorney and shall contain an endorsement stating that said insurance is primary coverage and will not be canceled or altered by the. insurer except after filing with the City Clerk thirty (30) days’ written notice of such cancellation or alteration, and that the City of Palo Alto is named as an additional insured (except on policies of professional liability insurance.) Current certificates of such insurance shall be kept on file at all times during the term of this Agreement with the City Clerk. SECTION 15 -AGREEMENT BINDING The terms, covenants, and conditions of this Agreement shall apply to., and shall bind, the heirs, successors, executors, administrators, assigns, and subcontractors ofboth parties. SECTION 16 - WAIVERS The waiver by either party of any breach or violation of any term, covenant, or condition of~ this Agreement or of any provision, ordinance, orlaw shall not be deemed to be a waiver of any other te[m, covenant, condition, ordinance, or law’or of any subsequent breach or violation of the same or of any other term, covenant, condition, ordinance, or law. The subsequent acceptance by either party of any fee or other money which may become due ~ereunder by the other party of any term, covenant, or condition of this Agreement or of any applicable law or ordinance. 010214 cl 0032429 6 SECTION 17 -COSTS AND ATTORNEYS’ FEES The prevailing-party in any action brought to enforce the terms of this Agreement or arising out of this Agreement may recover its reasonable costs and attorney fees expended in connection with such an action from the. other party. SECTION 18 - NO IMPLIED WAIVER No payment, partial payment, acceptance, or partial acceptance by CITY shall operate as a waiver on the part of CITY of any of its rights under this Agreement. SECTION 19 -NONDISCRIMINATION; PENALTY 19.1 DUTY OF CONTRACTOR No discrimination shall be made in the employment of persons under this Agreement because of the race, color, national origin~ ancestry, religion or sex of such person. If the value of this Agreement is, or may be, Five Thousand Dollars ($5,000) or more, CONTRACTOR agrees to met all requirements of the Palo Alto Municipal Code pertaining to nondiscrimination in employment and to complete and submit the "Certification of Non Discrimination" on the form furnished by CITY as Exhibit "D" attached hereto and incorporated herein by reference. 19.2 PENALTY FOR DISCRIMINATION If CONTRACTOR is found in violation of the nondiscrimination provisions of the State of California Fair Employment Practices Act or similar provisions of federal law or executive order in the performance of this Agreement, it shall thereby be found in material breach of this Agreement. Thereupon, CITY shall have the power to cancel or suspend this Agreement, in whole or in part, or to deduct from the amount payable to CONTRACTOR the sum of Twenty-Five Dollars ($25) for each person for each calendar day during which such person was discriminated against, as damages for said breach of contract, or both. Only a finding of the State of California Fair Employment Practices Commission or the equivalent federal agency or officer shall constitute evidence of a violation of contract under this section. SECTION 20 - AGREEMENT CONTAINS ALL UNDERSTANDINGS; AMENDMENT This document represents the entire and integrated agreement between CITY and CONTRACTOR and supersedes all prior negotiations, representations, and agreements, either written or ora!. This document may be amended only by-written instrument, signed by both CITY and CONTRACTOR. All provisions of this Agreement are expressly made conditions. O10214 cl 0032429 SECTION 21 - GOVERNING LAW This Agreement shall be governed by the laws of the State of California. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the da9 and year first above written. ATTEST:CITY OF PALO ALTO City Clerk APPROVED AS TO FORM: Senior Asst. City Attorney APPROVED: Assistant City Manager Director of Administrative Services Director of Human Resources Risk Manager Mayor MANPOWER, INC./CALIF. PENINSULA ~POWEy TAFFING SERVI CE S By: Name: Its: Taxpayer Identification No. 94-1279111 (Compliance with Corp. Code § 313 is required if the entity on whose behalf this contract is signed is a corporation. In the alternative, a certified corporate resolution attesting to the signatory authority of the individuals signing in their respective capacities is acceptable) Attachments: EXHIBIT "A": Proposal, dated August 18, 2000 EXHIBIT "B": Compensation EXHIBIT "C": Insurance Requirements EXHIBIT "D": Certificate of Non Discrimination 010214 el 0032429 CERTIFICATE OF ACKNOWLEDGEMENT (Civil Code ~ 1189) On ~~ ~s4-. ,2001,before me, .~%~, ~^n~~o~ , a Notary Public in and for said County and State, perso~ally appeared ~. ~,~~ , personally known to me ~ ~rcvcd to ,mc ~ ~ ~.~4~ ~ ~4~=~, "~ ....be "’~ ......~-- the~e~-s°n’~,~, ""~ ..... ......-~ ..-...~-~-,~, ~/~-~ --~.~ub~cribcd to ~’~n~....... nstrumen% and acknowledged to me that ~/she/~ executed the same in ~/her/~ authorized capacity~, and that by ~/her/~r signature(~ on the instrument the person(~, or the entity upon behalf of which the person~ acted, executed the instrument. WITNESS my hand and official seal. Notan/Public - California Santa Cloro County Si~of N~ 010214 cl 0032429 9