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CONTRACT 6094 Professional Services AgreementAgreement No. 6904 Agreement No. PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF EL SEGUNDO AND TEMPORARY STAFFING PROFESSIONALS This AGREEMENT is entered into this 15t day of April, 2024, by and between the CITY OF EL SEGUNDO, a municipal corporation and general law city ("CITY") and TEMPORARY STAFFING PROFESSIONALS, a Texas Stock Corporation ("CONSULTANT"). 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 Fifty Thousand Dollars ($50,000.00) 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 -1- Rev 3/28/23 Agreement No. 6904 Agreement No. 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 W. 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 1, 2024, to June 30, 2025. 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"; B. Termination as stated in Section 15. -2- Rev 3/28/23 Agreement No. 6904 Agreement No. 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 work on any phase in advance of receiving written authorization to proceed, any such professional services are at CONSULTANT's own risk. 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 hours (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 and fee schedule. 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 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, -3- Rev 3/28/23 Agreement No. 6904 Agreement No. 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" 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 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 -4- Rev 3/28/23 Agreement No. 6904 Agreement No. be approved and distributed solely by CITY, unless otherwise provided by written agreement between the parties. 18.INDEMNIFICATION. A. CONSULTANT agrees to the following: I. 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. 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. 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. D. The requirements as to the types and limits of insurance coverage to be maintained by CONSULTANT as required by Section 222, 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. 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. -5- Rev 3/28/23 Agreement No. 6904 Agreement No. 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 is it 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 Commercial general liability: Professional Liability Business automobile liability Workers compensation Limits $1,000,000 $1,000,000 $1,000,000 Statutory requirement B. Commercial general liability insurance will meet or exceed the requirements of ISO-CGL Form No. CG 00 01 11 85 or 88. 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 -6- Rev 3/28123 Agreement No. 6904 Agreement No. 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 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. 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: If to CITY: Attention: Maria Lankenau Attention: Human Resources -7- Rev 3/28/23 Agreement No. 6904 Temporary Staffing Professionals 16513 Jackson Street Volente, TX 78641 714-677-4899 maria@temporarystaffingprofessionals.com Agreement No. Department City of El Segundo 350 Main Street El Segundo, CA 90245 310-524-2381 hr@elsegundo.org 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. 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 Attachments, 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 -8- Rev 3/28/23 Agreement No. 6904 Agreement No. 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. CITY's executive manager, or designee, may execute any such amendment on behalf of CITY. 35. ELECTRONIC SIGNATURES. This Agreement may be executed by the Parties on any number of separate counterparts, and all such counterparts so executed constitute one Agreement binding on all the Parties notwithstanding that all the Parties are not signatories to the same counterpart. In accordance with Government Code § 16.5, 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 transmission. Such electronic 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 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] -9- Rev 3/28/23 Agreement No. 6904 Agreement No. IN WITNESS WHEREOF the parties hereto have executed this contract the day and year first hereinabove written. CITY OF EL SEGUNDO Darrell George City Manager AT7. -61 VL--„ Tracy Weaver, City Clerk TEMPORARY STAFFING A OFESSIO�IA�K�Q� Q-►'i GL L 0 CEO Title: Taxpayer ID No. 93-4469760 APPROVED AS TO FORM: MARK D. HEN LEY, City Attorney By: Joaq N`'' azquez, Assistant City Attorney -10- Rev 3/28/23 Agreement No. 6904 EXHIBIT A MASTER SERVICES AGREEMENT This Master Services Agreement ("Agreement") is hereby entered into on April 4th 2024 (the "Effective Date"), by and between Temporary Staffing Professionals, a Texas company ("TSP") and (n) (Client) (individually a "Party" and collectively, the "Parties"). TSP is in the business of providing direct hire recruiting and placement services ("Perm Placement Services") and temporary staffing services ("Temp Staffing Services") as more particularly set forth below (collectively the "Services") and Client desires to hire TSP to provide all or some of the Services when requested and on a non-exclusive basis. As such, Client and TSP will work together to establish the qualifications for candidates for Perm Placement, Temp Staffing Services or both. After such qualifications have been established, TSP will identify candidates and proceed as set forth below. NOW, THEREFORE, TSP and Client hereby agree as follows: A. PERMANENT PLACEMENT SERVICES Perm Placement If Client elects to use TSP's Perm Placement Services, TSP will identity candidates for direct hire, inquire about their backgrounds, interest in the opportunity, qualifications, technical expertise, accomplishments, financial expectations and career goals. If TSP 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, TSP 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 TSP from any and all liability regarding such information provided to Client by TSP. Client will designate a representative to work with TSP to coordinate the search and placement activities of Perm Placement 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 TSP informed on a current basis of negotiations with all Permanent Placement Services. 1. Perm Placement Eee & Payment -Terms. TSP will perform its Perm Placement on a contingency basis. Therefore, no fee will be assessed unless Client directly hires a candidate for employment who was introduced to Client by TSP (a "DH Candidate"). The fee for providing Perm Placement Services is calculated as twenty percent (20%) of the first -year guaranteed compensation of each Perm Placement Candidate (the "Placement Fee(s)"). Placement Fees are earned by TSP when a Perm Placement is hired either Agreement No. 6904 EXHIBIT A directly or indirectly by Client, its affiliate or subsidiary, within one year of the last contact made as a result of TSP's efforts or referral, including but not limited to fax, email transmission or electronic mail of a requested Perm Placement 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 Perm Placement Candidate to another company that hires the Perm Placement 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 "Perm Placement Start Date"), payable within 10 calendar days after the Perm Placement Start Date. 2. Perm Placement Guarantee a) If a Perm Placement Candidate resigns or is terminated for reasonable cause during the first thirty (30) days following the Perm Placement Candidate Start Date, the Placement Fee shall be refunded to Client upon written notice as set forth below. b) If the Perm Placement Candidate resigns or is terminated for reasonable cause between the 315t and 90th .day after the Perm Placement Start Date, TSP will make a reasonable effort to a provide a one-time replacement Perm Placement Candidate at no additional charge provided the replacement Perm Placement Candidate is hired at the same salary. c) If Client elects to exercise its rights under this Section, Client must provide TSP with written notice stating the reason the Perm Placement Candidate was terminated or resigned. If Client is entitled to a refund of the Placement Fee, TSP 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 Perm Placement Candidate notice and an opportunity to correct such performance, (ii) Perm Placement Candidate's conviction of a crime involving moral turpitude (iii) Perm Placement Candidate misconduct that results in material adverse impact on Client's business or (iv) egregiously improper or illegal conduct of the Perm Placement Candidate. e) TSP 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 Perm Placement Candidate is terminated without reasonable cause. B. TEMPORARY CONTRACT STAFFING SERVICES(Temp Staffing Services If Client elects to use TSP's Temp Staffing Services, Client will designate a representative to work with TSP to coordinate the assignment of a candidate to perform Temp Staffing Services for Client (a "Temp Staffing Candidate"). The parties will mutually agree on a Temp Staffing Candidate to be assigned to Client prior to such Temp Staffing Candidate commencing work for Client. I. Temp Staffing Fees & Payment Terms The parties will agree in writing to an hourly rate to be paid to TSP by Client (the "Temp Staffing Rate"). Client will be deemed to have accepted the Temp Staffing Rate upon the date the Temp Staffing Candidate starts working for Client (the "Temp Staffing Start Date"). Because TSP compensates Temp Staffing Candidate(s) on a weekly basis, TSP will invoice Client weekly for the Agreement No. 6904 EXHIBIT A total hours the Temp Staffing Candidate(s) worked. Client hereby agrees to pay all invoices within 5 calendar days after the invoice date. 2. TEMP STAFFING Guarantee TSP guarantees Client's satisfaction with the TEMP STAFFING Candidate's services by providing a one -day guarantee period for each TEMP STAFFING Candidate assigned. If for any reason Client is dissatisfied with the TEMP STAFFING Candidate and Client so informs TSP before the end of the TEMP STAFFING Start Date, TSP will not charge Client for the unsatisfactory work, up to a maximum of eight hours worked. TSP's guarantee does not cover any overtime work. If Client is not satisfied with a TEMP STAFFING Candidate any time after the TEMP STAFFING Start Date, TSP will use reasonable efforts to replace the TEMP STAFFING Candidate or Client may elect to stop using the services of the TEMP STAFFING Candidate. Client agrees that it will make every effort to provide a minimum of 1 week notice before ending a TEMP STAFFING assignment in order to ensure TSP is able to keep our candidates working where possible. 3. Ern Io anent Relationship The parties acknowledge and agree that TEMP STAFFING Candidates are either employees or contractors of TSP and shall not be deemed to be employees of Client, TSP agrees to assume full responsibility for paying, withholding, transmitting payroll taxes; making unemployment contributions; and handling unemployment and worker's compensation claims involving TEMP STAFFING Candidates. 4. Conversion Fee Client understands and agrees that TSP is an employment agency and TEMP STAFFING 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 TSP 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 TSP under this Agreement except as permitted under this Section 4 set forth below. In the event Client wishes to convert a TEMP STAFFING Candidate placed with Client who is on TSP'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 TSP regarding TSP'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 TSP the Conversion Fee within 14 calendar days of TEMP STAFFING Candidate's conversion. There are no conversion fees for candidates that are on temporary assignments at the City of El Segundo. You are free to convert our candidate at any given time during the assignment. ...... —----- Duration (Flours) ._.._......._. Fee Due 1 to 172 No Fee _... ......... 172 to 520 No Fee 520 to 720 ......� No Fee ........ _.. 720 to 1040 No Fee Over 1040 No Fee Agreement No. 6904 EXHIBIT A Supervision, direction and control of a TEMP STAFFING 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 TSP any violations of these provisions, as well as report any injuries or complaints by a TEMP STAFFING Candidate, Client will not permit or require a TEMP STAFFING 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 operate machinery (other than office machines) or automotive equipment. Both Client and TSP agree to follow all applicable local, state, and federal employment and safety laws. Client and TSP further agree to fully cooperate with each other to ensure that all applicable laws are adhered to, including but not limited to, laws governing wage and hour requirements, employee benefits, discrimination, retaliation, equal opportunity laws, disability laws, harassment prevention, meal and rest breaks for hourly/non-exempt employees, and laws governing employee screening, testing, and background checks. With respect to meal and rest breaks in California, Client will ensure that Workers are provided with the required meal and rest breaks, which include a minimum of two 10-minute rest breaks and a 30-minute meal period. Should an employee fail to take break/lunch on -time and consequently, TSP is required to pay a missed meal penalty, the Client will be charged a rate equal to the hourly bill rate times 1.5. For any other state or locality that requires meal and/or rest breaks, Client shall, likewise, ensure the same is complied with by Workers. 6. Affordable Care Act TSP shall be responsible for offering each TEMP STAFFING 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 TEMP STAFFING Candidate qualifies as a "Full-time employee" so long as the applicable provision of the ACA remains in place. TSP will notify Client when an offer of Minimal Essential Coverage has been accepted by an assigned TEMP STAFFING 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 TEMP STAFFING Candidate is performing Temp Staffing Services for Client. Client shall not terminate its use of a TEMP STAFFING Candidate because of such TEMP STAFFING 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. TSP carries the following insurance which Client acknowledges and agrees is sufficient. TSP hereby reserves the right to change the following coverages and limits as TSP deems appropriate. TSP will provide certificates of insurance to Client upon Client's request: (1) Commercial general liability insurance with $2,000,000 general aggregate, and $1,000,000 products/completed operations aggregate. (ii) Professional liability insurance, with limits of $2,000,000 per claim or per occurrence and $2,000,000 policy aggregate. Agreement No. 6904 EXHIBIT A (iii) Automobile liability insurance, in an amount of $1,000,000 each accident covering non -owned and hired autos; and (iv) Worker's 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 policy 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 TSP that were in effect prior to termination shall remain in effect. E. INVOICING. 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 Perm Placement or Temp Staffing Services), Client agrees to pay all of TSP'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. TSP's liability under this Agreement shall be limited to the amount of fees paid by Client to TSP. In no event shall TSP be liable for anything other than actual damages, specifically excluding lost profits, incidental, special, punitive, consequential or other indirect damages. G. INDEMNIFICATION. Client shall indemnify, defend, and hold harmless TSP and its officers, directors, employees and agents from and against any and all losses, claims, damages, liabilities, obligations, penalties, judgments, awards, costs, expenses and disbursements, including, without limitation, the costs, expenses (including, without limitation, all attorney's fees and costs), and disbursements, as and when incurred, of investigating, preparing or defending any action, suit, proceeding or investigation asserted, caused, relating to, based upon, arising out of, or in connection with (a) any breach by Client or its affiliates or its officers, directors, employees, agents or consultants of this Agreement, including, but not limited to, any breach of any representation or warranty herein. H. INDEPENDENT CONTRACTOR. TSP 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. GOVERNING LAW AND VENUE. The validity, performance, construction and interpretation of this Agreement shall be governed by the State of Texas without regard to its conflict of laws principles. In connection with any claim or dispute under or relating to this Agreement, TSP and Client each hereby irrevocably and unconditionally submits and consents to the personal jurisdiction of the state and federal courts located in Travis County, Texas and each hereby further agrees that any claim or proceeding 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 Travis County, Texas. J. ASSIGNMENT. This Agreement may not be assigned by Client without the prior written consent of TSP.. 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. Agreement No. 6904 EXHIBIT A 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. SEVERABILIiTY. 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 AGREEMENT. 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. TSP: Client: a(n) company a(n) By Name: By: Name; Its: Its: Agreement No. 6904 EXHIBIT A Attn: Contract Attn: Email: info@temporarystaffingprofessionaIs.com Email: Temporary taffin Professionals Scone of Services Position Hourly Bill Rate Ran e Category Information Technology Project Manager $95.46 $135.19 Software Engineer $93.89 $134.27 Desktop Support Analyst $49.29 $69.88 Help Desk Manager $76.78 $110.98 Help Desk Specialist $33.21 $49.79 .............- . Network Administrator $74.89 $114.68 Network Engineer ........ $93.89 _.. $115.98 �. Data Analyst $60.29 $89.79 Database Administrator $72.98 $109.87 Reporting Analyst $75.09 mmmm$110.89 Category: Accounting, Finance, Administrative, HR Receptionist / Concierge ......................................_. $35.89 __. $39.87 Fiscal Clerk $37.78 $41.38 HR Clerk $39.98 $43.98 ....... ._.. ... Business Licensing Clerk g $37.98 ...__ $ 41.89 Administrative Assistant $42.89 $45.59 Executive Assistant $49.87 $61.27 .._. ........ ................. HR Coordinator $43.78 $47.89 HR Technician $45.98 $51.49 .................. HR Specialist $53.4-- .wwww_ Treasury Clerk $37.87 $41 98 Accounting Clerk $39.98 $44.28 Billing Clerk $38 09 $42.28 Staff Accountant $59.89 $66.57 Senior Accountant $67.27 $78.48 AP / AR Specialist $43.79 $50.78 Accounting Manager $87.98 $98.49 Financial Analyst $53.19 _...... $74.28 ......... ........ Payroll Administrator $50.49 $69.98 Our professionals work up to 8 hours a day with a maximum of 40 hours a week (unless otherwise approved).