CONTRACT 6062 Professional Services Agreement6062
Agreement No. [City Clerk assigns]_
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF EL SEGUNDO AND
VINCENTBENJAMIN GROUP LLC
This AGREEMENT is made and entered into this 16'h day of March, 2021, by and
between the CITY OF EL SEGUNDO, a municipal corporation and general law city
("CITY") and VINCENTBENJAMIN GROUP LLC, a Delaware limited liability company
("CONSULTANT"). The parties agree as follows:
1. CONSIDERATION.
A. As partial consideration, CONSULTANT agrees to perform the work listed
in the SCOPE OF SERVICES, below;
B. As additional consideration, CONSULTANT and CITY agree to abide by
the terms and conditions contained in this Agreement;
C. As additional consideration, CITY agrees to pay CONSULTANT a sum not
to exceed Forty-nine thousand, nine hundred and fifty dollars ($49,950) for
CONSULTANT's services. CITY may modify this amount as set forth
below. Unless otherwise specified by written amendment to this
Agreement, CITY will pay this sum as specified in the attached Exhibit "A,"
which is incorporated by reference.
2. SCOPE OF SERVICES.
A. CONSULTANT will perform services listed in the attached Exhibit "A,"
which is incorporated by reference.
B. CONSULTANT will, in a professional manner, furnish all of the labor,
technical, administrative, professional and other personnel, all supplies
and materials, equipment, printing, vehicles, transportation, office space
and facilities, and all tests, testing and analyses, calculation, and all other
means whatsoever, except as herein otherwise expressly specified to be
furnished by CITY, necessary or proper to perform and complete the work
and provide the professional services required of CONSULTANT by this
Agreement.
3. PERFORMANCE STANDARDS. While performing this Agreement, CONSULTANT
will use the appropriate generally accepted professional standards of practice existing at
the time of performance utilized by persons engaged in providing similar services. CITY
will continuously monitor CONSULTANT's services. CITY will notify CONSULTANT of
any deficiencies and CONSULTANT will have fifteen (15) days after such notification to
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cure any shortcomings to CITY's satisfaction. Costs associated with curing the
deficiencies will be borne by CONSULTANT.
4. PAYMENTS. For CITY to pay CONSULTANT as specified by this Agreement,
CONSULTANT must submit a detailed invoice to CITY which lists the hours worked and
hourly rates for each personnel category and reimbursable costs (all as set forth in
Exhibit "A") the tasks performed, the percentage of the task completed during the billing
period, the cumulative percentage completed for each task, the total cost of that work
during the preceding billing month and a cumulative cash flow curve showing projected
and actual expenditures versus time to date.
5. NON -APPROPRIATION OF FUNDS. Payments due and payable to CONSULTANT
for current services are within the current budget and within an available, unexhausted
and unencumbered appropriation of the CITY. In the event the CITY has not
appropriated sufficient funds for payment of CONSULTANT services beyond the current
fiscal year, this Agreement will cover only those costs incurred up to the conclusion of
the current fiscal year.
6. FAMILIARITY WITH WORK.
A. By executing this Agreement, CONSULTANT agrees that it has:
Carefully investigated and considered the scope of services to be
performed;
Carefully considered how the services should be performed; and
iii. Understands the facilities, difficulties, and restrictions attending
performance of the services under this Agreement.
B, If services involve work upon any site, CONSULTANT agrees that
CONSULTANT has or will investigate the site and is or will be fully
acquainted with the conditions there existing, before commencing the
services hereunder. Should CONSULTANT discover any latent or
unknown conditions that may materially affect the performance of the
services, CONSULTANT will immediately inform CITY of such fact and will
not proceed except at CONSULTANT's own risk until written instructions
are received from CITY.
7. TERM. The term of this Agreement will be from April 12, 2021, to April 12, 2022.
Unless otherwise determined by written amendment between the parties, this
Agreement will terminate in the following instances:
A. Completion of the work specified in Exhibit "A";
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B. Termination as stated in Section 15.
8. TIME FOR PERFORMANCE.
A. CONSULTANT will not perform any work under this Agreement until:
CONSULTANT furnishes proof of insurance as required under
Section 22 of this Agreement; and
CITY gives CONSULTANT a written notice to proceed..
B. Should CONSULTANT begin wor
k
9. TIME EXTENSIONS. Should CONSULTANT be delayed by causes beyond
CONSULTANT's control, CITY may grant a time extension for the completion of the
contracted services. If delay occurs, CONSULTANT must notify the Manager within
forty-eight (48) hours, in writing, of the cause and the extent of the delay and how such
delay interferes with the Agreement's schedule. The Manager will extend the
completion time, when appropriate, for the completion of the contracted services.
10.CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the
main body of this Agreement takes precedence over the attached Exhibits; this
Agreement supersedes any conflicting provisions. Any inconsistency between the
Exhibits will be resolved in the order in which the Exhibits appear below:
A. Exhibit: A: Scope of Work.
11. CHANGES. CITY may order changes in the services within the general scope of
this Agreement, consisting of additions, deletions, or other revisions, and the contract
sum and the contract time will be adjusted accordingly. All such changes must be
authorized in writing, executed by CONSULTANT and CITY. The cost or credit to CITY
resulting from changes in the services will be determined in accordance with written
agreement between the parties.
12.TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a
Taxpayer Identification Number.
13. PERMITS AND LICENSES. CONSULTANT, at its sole expense, will obtain and
maintain during the term of this Agreement, all necessary permits, licenses, and
certificates that may be required in connection with the performance of services under
this Agreement.
14. WAIVER. CITY's review or acceptance of, or payment for, work product prepared
by CONSULTANT under this Agreement will not be construed to operate as a waiver of
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any rights CITY may have under this Agreement or of any cause of action arising from
CONSULTANT's performance. A waiver by CITY of any breach of any term, covenant,
or condition contained in this Agreement will not be deemed to be a waiver of any
subsequent breach of the same or any other term, covenant, or condition contained in
this Agreement, whether of the same or different character.
15.TERMINATION.
A. Except as otherwise provided, CITY may terminate this Agreement at any
time with or without cause.
B. CONSULTANT may terminate this Agreement at any time with CITY's
mutual consent. Notice will be in writing at least thirty (30) days before the
effective termination date.
C, Upon receiving a termination notice, CONSULTANT will immediately
cease performance under this Agreement unless otherwise provided in the
termination notice. Except as otherwise provided in the termination notice,
any additional work performed by CONSULTANT after receiving a
termination notice will be performed at CONSULTANT's own cost; CITY
will not be obligated to compensate CONSULTANT for such work.
D, Should termination occur, all finished or unfinished documents, data,
studies, surveys, drawings, maps, reports and other materials prepared by
CONSULTANT will, at CITY's option, become CITY's property, and
CONSULTANT will receive just and equitable compensation for any work
satisfactorily completed up to the effective date of notice of termination,
not to exceed the total costs under Section 1(C).
E. Should the Agreement be terminated pursuant to this Section, CITY may
procure on its own terms services similar to those terminated.
F. By executing this document, CONSULTANT waives any and all claims for
damages that might otherwise arise from CITY's termination under this
Section.
16.OWNERSHIP OF DOCUMENTS. All documents, data, studies, drawings, maps,
models, photographs and reports prepared by CONSULTANT under this Agreement are
CITY's property. CONSULTANT may retain copies of said documents and materials as
desired but will deliver all original materials to CITY upon CITY's written notice. CITY
agrees that use of CONSULTANT's completed work product, for purposes other than
identified in this Agreement, or use of incomplete work product, is at CITY's own risk.
17. PUBLICATION OF DOCUMENTS. Except as necessary for performance of service
under this Agreement, no copies, sketches, or graphs of materials, including graphic art
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work, prepared pursuant to this Agreement, will be released by CONSULTANT to any
other person or public CITY without CITY's prior written approval. All press releases,
including graphic display information to be published in newspapers or magazines, will
be approved and distributed solely by CITY, unless otherwise provided by written
agreement between the parties.
18.INDEMNIFICATION.
A. CONSULTANT agrees to the following:
L Indemnification for Professional Services. CONSULTANT will
save harmless and indemnify and at CITY's request reimburse
defense costs for CITY and all its officers, volunteers,
employees and representatives from and against any and all
suits, actions, or claims, of any character whatever, brought
for, or on account of, any injuries or damages sustained by
any person or property resulting or arising from any negligent
or wrongful act, error or omission by CONSULTANT or any of
CONSULTANT's officers, agents, employees, or
representatives, in the performance of this Agreement, except
for such loss or damage arising from CITY's sole negligence
or willful misconduct up to the maximum amount of
CONSULTANT's insurance coverage required by this
Agreement.
ii. Indemnification for other Damages. CONSULTANT indemnifies
and holds CITY harmless from and against any claim, action,
damages, costs (including, without limitation, attorney's fees),
injuries, or liability, arising out of this Agreement, or its
performance, except for such loss or damage arising from
CITY's sole negligence or willful misconduct. Should CITY be
named in any suit, or should any claim be brought against it
by suit or otherwise, whether the same be groundless or not,
arising out of this Agreement, or its performance,
CONSULTANT will defend CITY (at CITY's request and with
counsel satisfactory to CITY) and will indemnify CITY for any
judgment rendered against it or any sums paid out in
settlement or otherwise.
B. For purposes of this section "CITY" includes CITY's officers, officials,
employees, agents, representatives, and certified volunteers.
C. It is expressly understood and agreed that the foregoing provisions will
survive termination of this Agreement for one year.
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D. The requirements as to the types and limits of insurance coverage to be
maintained by CONSULTANT as required by Section 22, and any
approval of said insurance by CITY, are not intended to and will not in any
manner limit or qualify the liabilities and obligations otherwise assumed by
CONSULTANT pursuant to this Agreement, including, without limitation, to
the provisions concerning indemnification up to the maximum amount of
CONSULTANT's insurance coverage required by this Agreement.
19.ASSIGNABILITY. This Agreement is for CONSULTANT's professional services.
CONSULTANT's attempts to assign the benefits or burdens of this Agreement without
CITY's written approval are prohibited and will be null and void.
20.INDEPENDENT CONTRACTOR. CITY and CONSULTANT agree that
CONSULTANT will act as an independent contractor and will have control of all work
and the manner in which it is performed. CONSULTANT will be free to contract for
similar service to be performed for other employers while under contract with CITY.
CONSULTANT is not an agent or employee of CITY and is not entitled to participate in
any pension plan, insurance, bonus or similar benefits CITY provides for its employees.
Any provision in this Agreement that may appear to give CITY the right to direct
CONSULTANT as to the details of doing the work or to exercise a measure of control
over the work means that CONSULTANT will follow the direction of the CITY as to end
results of the work only.
21.AUDIT OF RECORDS. CONSULTANT will maintain full and accurate records with
respect to all services and matters covered under this Agreement. CITY will have free
access at all reasonable times to such records, and the right to examine and audit the
same and to make transcript therefrom, and to inspect all program data, documents,
proceedings and activities. CONSULTANT will retain such financial and program
service records for at least three (3) years after termination or final payment under this
Agreement.
22.INSURANCE.
A. Before commencing performance under this Agreement, and at all other
times this Agreement is effective, CONSULTANT will procure and
maintain the following types of insurance with coverage limits complying,
at a minimum, with the limits set forth below:
Type of Insurance Limits
Commercial general liability: $2,000,000
Professional Liability $1,000,000
Business automobile liability $1,000,000
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Workers compensation Statutory requirement
B. Commercial general liability insurance will meet or exceed the
requirements of the most recent ISO-CGL Form. The amount of
insurance set forth above will be a combined single limit per occurrence
for bodily injury, personal injury, and property damage for the policy
coverage. Liability policies will be endorsed to name CITY, its officials,
and employees as "additional insureds" under said insurance coverage
and to state that such insurance will be deemed "primary" such that any
other insurance that may be carried by CITY will be excess thereto. Such
endorsement must be reflected on ISO Form No. CG 20 10 11 85 or 88, or
equivalent. Such insurance will be on an "occurrence," not a "claims
made," basis and will not be cancelable or subject to reduction except
upon thirty (30) days prior written notice to CITY.
C. Professional liability coverage will be on an "occurrence basis" if such
coverage is available, or on a "claims made" basis if not available. When
coverage is provided on a "claims made basis," CONSULTANT will
continue to renew the insurance for a period of three (3) years after this
Agreement expires or is terminated. Such insurance will have the same
coverage and limits as the policy that was in effect during the term of this
Agreement and will cover CONSULTANT for all claims made by CITY
arising out of any errors or omissions of CONSULTANT, or its officers,
employees or agents during the time this Agreement was in effect.
D. Automobile coverage will be written on ISO Business Auto Coverage Form
CA 00 01 06 92, including symbol 1 (Any Auto).
E. CONSULTANT will furnish to CITY duly authenticated Certificates of
Insurance evidencing maintenance of the insurance required under this
Agreement and such other evidence of insurance or copies of policies as
may be reasonably required by CITY from time to time. Insurance must
be placed with insurers with a current A.M. Best Company Rating
equivalent to at least a Rating of "A:VII."
F. Should CONSULTANT, for any reason, fail to obtain and maintain the
insurance required by this Agreement, CITY may obtain such coverage at
CONSULTANT's expense after notifying consultant and deduct the cost of
such insurance from payments due to CONSULTANT under this
Agreement or terminate pursuant to Section 15.
23. USE OF SUBCONTRACTORS. CONSULTANT must obtain CITY's prior written
approval to use any consultants while performing any portion of this Agreement. Such
approval must approve of the proposed consultant and the terms of compensation.
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24.INCIDENTAL TASKS. CONSULTANT will meet with CITY monthly to provide the
status on the project, which will include a schedule update and a short narrative
description of progress during the past month for each major task, a description of the
work remaining and a description of the work to be done before the next schedule
update.
25. NOTICES. All communications to either party by the other party will be deemed
made when received by such party at its respective name and address as follows:
If to CONSULTANT:
VincentBenjamin Group LLC
2415 E. Camelback, Suite 1000
Phoenix, Arizona 85016
Attention: Legal Department
Phone: (949) 398-8000
Email: legal@vincentbenjamin.com
If to CITY:
City of El Segundo
350 Main Street
El Segundo, CA
Attention: Rebecca Redyk
Phone: (310) 524-2335
Email: rred k else undo„or
Any such written communications by mail will be conclusively deemed to have been
received by the addressee upon deposit thereof in the United States Mail, postage
prepaid and properly addressed as noted above. In all other instances, notices will be
deemed given at the time of actual delivery. Changes may be made in the names or
addresses of persons to whom notices are to be given by giving notice in the manner
prescribed in this paragraph.
26. CONFLICT OF INTEREST. CONSULTANT will comply with all conflict of interest
laws and regulations including, without limitation, CITY's conflict of interest regulations.
27.SOLICITATION. CONSULTANT maintains and warrants that it has not employed
nor retained any company or person, other than CONSULTANT's bona fide employee,
to solicit or secure this Agreement. Further, CONSULTANT warrants that it has not
paid nor has it agreed to pay any company or person, other than CONSULTANT's bona
fide employee, any fee, commission, percentage, brokerage fee, gift or other
consideration contingent upon or resulting from the award or making of this Agreement.
Should CONSULTANT breach or violate this warranty, CITY may rescind this
Agreement without liability.
28.THIRD PARTY BENEFICIARIES. This Agreement and every provision herein is
generally for the exclusive benefit of CONSULTANT and CITY and not for the benefit of
any other party. There will be no incidental or other beneficiaries of any of
CONSULTANT's or CITY's obligations under this Agreement.
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29.INTERPRETATION. This Agreement was drafted in and will be construed in
accordance with the laws of the State of California, and exclusive venue for any action
involving this agreement will be in Los Angeles County.
30.COMPLIANCE WITH LAW. CONSULTANT agrees to comply with all federal, state,
and local laws applicable to this Agreement.
31. ENTIRE AGREEMENT. This Agreement, and its Exhibit(s), sets forth the entire
understanding of the parties. There are no other understandings, terms or other
agreements expressed or implied, oral or written. This Agreement will bind and inure to
the benefit of the parties to this Agreement and any subsequent successors and
assigns.
32. RULES OF CONSTRUCTION. Each Party had the opportunity to independently
review this Agreement with legal counsel. Accordingly, this Agreement will be
construed simply, as a whole, and in accordance with its fair meaning; it will not be
interpreted strictly for or against either Party.
33. SEVERABILITY. If any portion of this Agreement is declared by a court of
competent jurisdiction to be invalid or unenforceable, then such portion will be deemed
modified to the extent necessary in the opinion of the court to render such portion
enforceable and, as so modified, such portion and the balance of this Agreement will
continue in full force and effect.
34. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary
action has been taken by the Parties to authorize the undersigned to execute this
Agreement and to engage in the actions described herein. This Agreement may be
modified by written amendment.
35.ACCEPTANCE OF ELECTRONIC SIGNATURES. The Parties agree that this
Agreement, agreements ancillary to this Agreement, and related documents to be
entered into in connection with this Agreement will be considered signed when the
signature of a party is delivered by electronic (pdf) or facsimile transmission. Such
electronic or facsimile signature will be treated in all respects as having the same effect
as an original signature.
36. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience
of reference only and will not affect the interpretation of this Agreement.
37.TIME IS OF ESSENCE. Time is of the essence for each and every provision of this
Agreement.
38. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire,
flood, explosion, acts of terrorism, war, embargo, government action, civil or military
authority, the natural elements, or other similar causes beyond the Parties' reasonable
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control, then the Agreement will immediately terminate without obligation of either party
to the other.
39.STATEMENT OF EXPERIENCE. By executing this Agreement, CONSULTANT
represents that it has demonstrated trustworthiness and possesses the quality, fitness
and capacity to perform the Agreement in a manner satisfactory to CITY.
CONSULTANT represents that its financial resources, surety and insurance experience,
service experience, completion ability, personnel, current workload, experience in
dealing with private consultants, and experience in dealing with public agencies all
suggest that CONSULTANT is capable of performing the proposed contract and has a
demonstrated capacity to deal fairly and effectively with and to satisfy a public CITY.
[Signatures on next page]
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IN WITNESS WHEREOF the parties hereto have executed this Agreement the
day and year first hereinabove written.
=E;U' 'DO
cote Mitnick,
City Manager
ATTEST:
r
Y
c�rk
y
APPROVED AS TO FORM:
or
Mark D. Hensley,
City Attorney
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Tax I D No.
Agreement No. 6062
UVINCENTBENjAmrw
MASTER SERVICES AGREEMENT
This Master Services Agreement ("Agreement") is hereby entered into on March 17, 2021 (the "Effective Date"), by and between
Vincentl3enjamin, a Delaware limited liability company ("VB") and City of El Segundo a(n) ("Client") (individually a "Party" and
collectively, the "Parties").
VB is in the business of providing direct hire recruiting and placement services ("DH Services") and temporary contract staffing services
("CS Services") as more particularly set forth below (collectively the "Services") and Client desires to hire VB to provide all or some of
the Services when requested and on a non-exclusive basis. As such, Client and VB will work together to establish the qualifications for
candidates for DH Services, CS Services or both. After such qualifications have been established, VB will identify candidates and
proceed as set forth below.
NOW, THEREFORE, VB and Client hereby agree as follows:
A. DIRECT HIRE RECRUITMENT SERVICES DH ervl'ces
If Client elects to use VB's DH Services, VB will identify candidates for direct hire, inquire about their backgrounds, interest in the
opportunity, qualifications, technical expertise, accomplishments, financial expectations and career goals. If VB determines that a
candidate meets the requirements and overall suitability regarding the Client's expectations, the candidate's information will be
submitted to Client with permission of the candidate.
Where possible, VB will perform reference checks and will furnish Client with this information upon request. However, because
there are substantial legal restrictions on the use and communication of various types of employment -related information, it is
mutually understood and agreed that final reference checks, verification of education, criminal check, credit checks, and other
documentation deemed necessary by Client will be performed by Client and Client hereby releases VB from any and all liability
regarding such information provided to Client by VB.
Client will designate a representative to work with VB to coordinate the search and placement activities of DH Candidates, in the
evaluation and screening of prospective candidates, timely arrangement of interviews, and the arrangements of appropriate
activities in the final selection process, to include meetings with the appropriate hiring managers. Client will process all Candidates
in a professional manner and will keep VB informed on a current basis of negotiations with all DH Candidates.
1. DH Placement Fee & Payment Tenrns VB will perform its DH Services on a contingency basis. Therefore, no fee will be
assessed unless Client directly hires a candidate for employment who was introduced to Client by VB (a "DH Candidate"). The
fee for providing DH Services is calculated as Twenty percent (20%) of the first -year guaranteed compensation of each DH
Candidate (the "Placement Fee(s)"). Placement Fees are earned by VB when a DH Candidate is hired either directly or
indirectly by Client, its affiliate or subsidiary, within one year of the last contact made as a result of VB's efforts or referral,
including but not limited to facsimile transmission or electronic mail of a requested DH Candidate's resume or profile,
telephone interview, or personal interview. DH Candidates are referred to Client in confidence. Should Client refer or otherwise
identify a DH Candidate to another company that hires the DH Candidate, Client shall be jointly and severally liable for the
Placement Fee. All Placement Fees are earned and due on the date DH Candidate starts employment with Client (the "DH
Start Date"), payable within 10 days after the DH Start Date.
2. DH Placement Guarantee
a) If a DH Candidate resigns or is terminated for reasonable cause during the first thirty (30) days following the DH Start Date,
the Placement Fee shall be refunded to Client upon written notice as set forth below.
b) If the DH Candidate resigns or is terminated for reasonable cause between the 31 It and 90t' day after the DH Start Date,
VB will make a reasonable effort to a provide a one-time replacement DH Candidate at no additional charge provided the
replacement DH Candidate is hired at the same salary.
c) If Client elects to exercise its rights under this Section, Client must provide VB with written notice stating the reason the DH
Candidate was terminated or resigned. If Client is entitled to a refund of the Placement Fee, VB will refund the Placement
Fee within 30 days of the written request.
d) For purposes of this Agreement, "reasonable cause" means (i) failure of Candidate to perform the material duties of his or
her employment after Client has given the DH Candidate notice and an opportunity to correct such performance, (ii) DH
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Candidate's conviction of a crime involving moral turpitude (iii) DH Candidate misconduct that results in material adverse
impact on Client's business or (iv) egregiously improper or illegal conduct of the DH Candidate.
e) VB will not be obligated to honor this guarantee if Client has breached any of the terms of this Agreement including the
payment terms. Furthermore, this guarantee will not apply if a DH Candidate is terminated without reasonable cause.
B. TEMPORARY CONTRACT STAFFING SE VICE$_ CS Services
If Client elects to use VB's CS Services, Client will designate a representative to work with VB to coordinate the assignment of a
candidate to perform CS Services for Client (a "CS Candidate"). The parties will mutually agree on a CS Candidate to be assigned
to Client prior to such CS Candidate commencing work for Client,
1. CS Fees Payment Terms
The parties will agree in writing to an hourly rate to be paid to VB by Client (the "CS Rate"). Client will be deemed to have
accepted the CS Rate upon the date the CS Candidate starts working for Client (the "CS Start Date"). Because VB
compensates CS Candidate(s) on a weekly basis, VB will invoice Client weekly for the total hours the CS Candidate(s)
worked. Client hereby agrees to pay all invoices within 5 days after the invoice date.
2. CS Guarantee,
VB guarantees Client's satisfaction with the CS Candidate's services by providing a one -day guarantee period for each CS
Candidate assigned. If for any reason Client is dissatisfied with the CS Candidate and Client so informs VB before the end of
the CS Start Date, VB will not charge Client for the unsatisfactory work, up to a maximum of eight hours worked. VB's
guarantee does not cover any overtime work. If Client is not satisfied with a CS Candidate any time after the CS Start Date,
VB will use reasonable efforts to replace the CS Candidate or Client may elect to stop using the services of the CS Candidate.
3. Employment Relationship
The parties acknowledge and agree that CS Candidates are either employees or contractors of VB and shall not be deemed to
be employees of Client. VB agrees to assume full responsibility for paying, withholding, transmitting payroll taxes; making
unemployment contributions; and handling unemployment and worker's compensation claims involving CS Candidates.
4. Conversion Fee
Client understands and agrees that VB is an employment agency and CS Candidates represent our inventory of skilled
professionals as a result of substantial expense in terms of time and money spent for advertising, screening, testing,
referencing, and training of such personnel. As a result, Client agrees not to solicit or induce in any way any employee,
consultant, or independent contractor employed by VB to leave such employ during the term of this Agreement and for a
period of one (1) year after the completion of any Services provided by VB under this Agreement except as permitted under
this Section 4 set forth below.
5.
In the event Client wishes to convert a CS Candidate placed with Client who is on VB's payroll to an employee of Client's
during the term of this Agreement and for the one-year period after Services terminate, Client agrees to contact VB regarding
VB's service cancellation policy before the conversion, and Client agrees to pay a conversion fee as a percentage of the
annual salary according to the schedule below ("Conversion Fee"). Client will pay VB the Conversion Fee within 14 days of CS
Candidate's conversion. There is no conversion fees for candidates that are on temporary assignments at the City of El
Segundo. You are free to convert our candidates at no fee anytime during the duration of their assignment.
(Duration (f ogurs)
Fee Due
1 to 172
No Fee
172 to 520
No Fee
520 to 720
No Fee
Supervision of a CS Candidate and his/her work for Client, is Client's sole responsibility, and Client shall be solely responsible
to provide a safe, harassment -free and discrimination -free workplace, and provide any necessary and appropriate equipment
and safety training for that equipment. Client is to immediately report to VB any violations of these provisions, as well as report
any injuries or complaints by a CS Candidate. Client will not permit or require a CS Candidate: (i) to perform services outside
of the scope of his or her assignment; (ii) to sign contracts or statements; (iii) to make any management decisions (iv) to sign,
endorse, wire, transport or otherwise convey cash, securities, checks, or any negotiable instruments or valuables; or (v) to
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Agreement No. 6062
operate machinery (other than office machines) or automotive equipment. Client hereby represents and warrants that Client is
in full compliance with all the laws, rules and regulations of duty constituted by governmental bodies concerning VB
contractors or any other employees, and that CS Candidates will be provided rest periods and meal breaks in accordance with
the law.
Affordable Care Act
VB shall be responsible for offering each CS Candidate assigned to provide services to or for the benefit of Client "Minimal
Value Coverage" under an "Eligible Employer -Sponsored Plan" pursuant to the Patient Protection and Affordable Care Act
("ACA") and Treasury Reg. §§ 54.4908H-1 through 54.4980H-6 under an "Eligible Employer -Sponsored Plan", during any
period the CS Candidate qualifies as a "Full-time employee" so long as the applicable provision of the ACA remains in place.
VB will notify Client when an offer of Minimal Essential Coverage has been accepted by an assigned CS Candidate, and Client
agrees to an additional hourly fee of seventy-five cents ($0.75) per hour ("Compliance Fee") effective as of the first day of
coverage and continuing for the period of coverage while such CS Candidate is performing CS Services for Client. Client shall
not terminate its use of a CS Candidate because of such CS Candidate's acceptance of Minimal Essential Coverage. The
parties intend that said Compliance Fee shall serve to establish a valid offer of coverage on behalf of another entity as
prescribed in Treasury Reg. §54.4980H-4(b)(2).
C. INSURANCE. VB carries the following insurance which Client acknowledges and agrees is sufficient. VB hereby reserves the right
to change the following coverages and limits as VB deems appropriate. VB will provide certificates of insurance to Client upon
Client's request:
(i) Commercial general liability insurance with limits of $1,000,000 per occurrence, $2,000,000 general aggregate, and
$2,000,000 products/completed operations aggregate.
(ii) Professional liability insurance, with limits of $1,000,000 per claim or per occurrence and $3,000,000 policy aggregate.
(iii) Automobile liability insurance, in an amount of $1,000,000 each accident covering non -owned and hired autos; and
(iv) Workers compensation coverage as required by law, including employer's liability coverage, with a limit of $1,000,000.
(v) Cyber insurance, in an amount of $1,000,000 per occurrence and $1,000,000 policy aggregate.
(vi) Crime insurance, in an amount of $1,000,000 per occurrence and $1,000,000 policy aggregate.
(vii) Umbrella insurance providing coverage in excess of VB's primary commercial general liability, automobile liability, worker's
compensation and employer's liability, cyber, and crime in an amount of $5,000,000.00 per occurrence and $5,000,000.00
aggregate.
D. TERM AND TERMINATION. This Agreement shall be effective upon execution by both parties and shall continue until terminated
by either Party. This Agreement may be terminated at any time by either Party for any reason or no reason by providing thirty (30)
days advance written notice of termination. Any obligations with respect to the payment of invoices or fees owed by Client to VB
that were in effect prior to termination shall remain in effect.
E. INVO)ICING. All unpaid invoices are subject to a service charge of 1.5% per month (18% per year). In the event Client fails to
timely pay any fees, charges or invoices when due (whether for DH Services or CS Services), Client agrees to pay all of VB's fees
and costs of enforcement, including but not limited to attorney fees and costs. If Client disputes any portion of the charges on an
invoice, Client shall still pay the undisputed portion. Client agrees that charges must be disputed within fourteen (14) days of the
invoice date.
F. LIMITATION OF LIABILITY. VB's liability under this Agreement shall be limited to the amount of fees paid by Client to VB. In no
event shall VB be liable for anything other than actual damages, specifically excluding lost profits, incidental, special, punitive,
consequential or other indirect damages.
G. INDEMNIFICATION. Client hereby agrees to indemnify and hold harmless VB, its officers and employees, of and from any and all
claims, losses, judgments, liabilities or claims for attorneys' fees which VB incurs arising out of or resulting from breaches of this
Agreement or the actions, statements, conduct, errors and omissions committed or engaged in by Client, or any of its officers or
employees.
H. INDEPENDENT CONTRACTOR. VB and Client's relationship is that of an independent contractor, and nothing in this Agreement
is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship between the
parties.
I. G0tVERNING LAW AND VENUE; The validity, performance, construction and interpretation of this Agreement shall be governed
by the State of Arizona without regard to its conflict of laws principles. In connection with any claim or dispute under or relating to
this Agreement, VB and Client each hereby irrevocably and unconditionally submits and consents to the personal jurisdiction of the
state and federal courts located in Maricopa County, Arizona and each hereby further agrees that any claim or proceeding
000.949.999.20150609
Agreement No. 6062
instituted by him or it, respectively, under or related to this Agreement shall be brought and maintained only in the state and federal
courts located in Maricopa County, Arizona.
J. ASSIGNMENT. This Agreement may not be assigned by Client without the prior written consent of VB.
K. COUNTERPARTS AND ELECTRONIC SIGNATURES. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original. Electronic signatures are hereby acceptable as original signatures.
L. WAIVER. The failure of one party to insist upon or enforce, in any instance, strict performance by the other party of any of the
terms of this Agreement, or to the exercise of any right conferred, will not be construed as a waiver or relinquishment to any extent
of its right to assert or rely upon such terms or rights on any future occasion.
M. SEVERABILIR. All provisions of this Agreement are intended to be severable. In the event any provision or restriction contained
is held to be invalid or unenforceable in any respect, in whole or in part, such finding will in no way affect the validity or
enforceability of any other provisions of this Agreement. The parties further agree that any such invalid or unenforceable provision
will be deemed modified so that it will be enforced to the greatest extent permissible under law.
N. NOTICES. Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice
deemed given as indicated: (i) by personal delivery when delivered personally; (ii) by overnight delivery using a nationally
recognized courier, on the next business day after deposit with such courier; (iii) by telecopy or facsimile transmission upon
confirmation of electronic transmission; (iv) by certified or registered mail, return receipt requested, upon the fifth business day after
mailing; (v) by electronic mail when received. Notice shall be sent to the addresses set forth below or such other address as either
party may specify in writing.
O. ENTIRE AGREEMEN This instrument embodies the entire Agreement and understanding of the parties and supersedes any
other written or oral understanding, agreements, conditions, or representations with reference to the subject matter. No
modification will be of any force or effect unless reduced to writing and signed by the duly authorized representative of both parties.
P. SURVIVAL. Sections A(1), B(1), B(4), B(5) E and F shall survive the termination or expiration of this Agreement as stated, in order
to effectuate the purpose of such provisions.
IN WITNESS WHEREOF, the authorized representatives of the parties have duly executed this Agreement as of the Effective
Date.
VB:
2415 E. Camelback, Suite 1000
Phoenix, Arizona 852
Attn: Legal Department
Email: legal@vincentbenjamin.com
000.949.999.20150609
Client:
pany a(n)
Email:
Agreement No. 6062
UVINCENTBENJAMIN`
SCOPE OF SERVICES AND BILLING RATES
VINCENTBENJAMIN ROLES
HOURLY RATE RANGE.
Accounting & Finance
Accounting Clerk
$29.70
$34.58
AP/AR Clerk
$31.48
$36.98
AP/AR Specialist
$41.35
$50.08
AP/AR Supervisor Manager
$53.87
$66.75
Financial Analyst
$58.91
$69.98
Junior Staff Accountant
$38.21
$48.93
Payroll Administrator
$40.43
$47.87
Payroll Supervisor/Manager
$63.19
$76.42
Senior Accountant
$60.18
$84.57
Senior Financial Analyst
$64.33
$82.29
Staff Accountant
$51.12
$63.29
Human Resources/Administrative
Administrative Assistant
$31.96
$39.34
Data Entry
$24.44
$30.76
Executive Assistant
$55.79
$74.24
File Clerk
$23.95
$30.12
Front Desk Coordinator
$31.98
$35.42
HR Benefits Specialist
$48.11
$61.78
Human Resources Assistant
$32.48
$35.96
Human Resources Coordinator
$34.88
$40.67
Receptionist
$28.05
$31.76
Information Technology
Applications Development Manager
$105.69
$148.56
Business Systems Analyst
$79.98
$117.20
Director Project Manager
$108.36
$155.54
E-Commerce/Web Developer
$75.07
$109.79
Front -End Developer
$57.11
$85.16
Lead Application's Development
$94.72
$138.65
Product Manager
$98.77
$140.62
Project Manager - Consultant
$93.46
$132.28
Project Manager - Development
$88.95
$127.17
Software Architect
$103.48
$147.96
Software Engineer
$91.44
$131.15
Technical Project Manager
$85.94
$124.93
Technical Writer
$51.83
$83.14
Web Designer
$64.29
$97.88
Desktop Support Analyst
$47.76
$67.54
Help Desk Manager
$73.42
$106.85
Help Desk Specialist Tier 1
$31.98
$45.07
Help Desk Specialist Tier II
$35.87
$51.14
000.949, 999.20150609
Agreement No. 6062
Help Desk Specialist Tier III
$45.89
$64.97
Network Administrator
$72.87
$110.67
Network Engineer
$90.64
$113.84
Network Infrastructure Manager
$103.22
$149.86
PC Technician
$30.28
$43.19
Project Manager - Systems
$90.89
$127.64
System Engineer
$79.93
$113.29
Systems Administrator
$62.09
$89.44
Data Analyst
$58.49
$85.75
Database Administrator
$70.36
$106.78
Database Developer
$91.27
$129.78
Database Manager
$100.88
$141.77
Reporting Analyst
$73.18
$108.69
Senior IT Auditor
$100.11
$142.62
Data Security Analyst
$95.43
$135.76
DevOps Engineer
$101.78
$151.43
Information Security Manager
$104.88
$152.73
Network Security Engineer
$90.12
$128.55
Quality Assurance Analyst
$61.35
$82.98
Quality Assurance Engineer
$63.39
$91.07
Quality Assurance Manager
$74.14
$105.89
Systems Security Administrator
$85.97
$123.72
000.949.999.20150609