HomeMy WebLinkAboutBest Employee Services - 2002-02-19Su . ity Contracts Checklist for Submittal to
City Clerk's Office
Hun '' Bach"
(Please transmit this form when your contract is ready to be filed in the City Clerk's office)
To: Connie Brockway, City Clerk
x5404
1. Name of Contractor:
2. Purpose of pContract: For Example: Audit Services or Water Quality Testing Huntington Lake — Huntington Central Park
3. Expiration Date: If no expiration date, please put a tentative expiration date so the City Clerk's office can inquire of your
department if the file is ready to inactivate.
17,)70f 0,?,-
4. Amount of Contract: 00
-4 )u4 oo —
A. Is the attached contract RELATED to a PREVIOUSLY SUBMITTED contract (renewal/amendment/etc)? ❑ YES C NO
B. Did you attach the LIST OF CONSULTANTS from whom proposals were requested — pursuant to HBMC 3.03.100? [3 YES 0 NIA
OR Is the attached contract a SOLE SOURCE? E1 ES 0 NIA
C. Did you attach a COPY of the insurance
PLEASEINCLUDE:
rl -<
Name/Extensionih�
,gib l ae-
Depp2 ent
i i /0y
Date
g:/formslcity clerk contract checklist.doc
and send the ORIGINAL to Risk Management"? FOES
CLERK'S OFFICE USE ONLY:
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PROFESSIONAL SERVICES CONTRACT BETWEEN
THE CITY OF HUNTINGTON BEACH AND
BEST EMPLOYEE SERVICES
FOR
IMPLEMENTATION OF KRONOS TIMEKEEPING SOFTWARE
Table of Contents
Scopeof Services.....................................................................................................1
CityStaff Assistance................................................................................................2
Term; Time of Performance.....................................................................................2
Compensation..........................................................................................................2
ExtraWork...............................................................................................................2
Methodof Payment..................................................................................................3
Disposition of Plans, Estimates and Other Documents...........................................3
HoldHarmless.........................................................................................................3
Professional Liability Insurance.............................................................................4
Certificate of Insurance............................................................................................5
Independent Contractor ....................... ..............6
Termination of Agreement.......................................................................................6
Assignment and Delegation ................
Copyrights/Patents .............
City Employees and Officials..................................................................................7
Notices ...................... .
Consent....................................................................................................................8
Modification.............................................................................................................8
SectionHeadings.....................................................................................................8
Interpretation of this Agreement..............................................................................8
DuplicateOriginal....................................................................................................9
Immigration...............................................................................................................9
Legal Services Subcontracting Prohibited...............................................................9
Attorney's Fees..........................................................................................................10
Survival.....................................................................................................................10
GoverningLaw.........................................................................................................10
Entirety......................................................................................................................10
•
•
PROFESSIONAL SERVICES CONTRACT BETWEEN
THE CITY OF HUNTINGTON BEACH AND
BEST MCLOYEE SERVICES
FOR
DIPLEMENTATION OF KRONOS TIlIEPING SOF'I'[WE
THIS AGREEMENT ("Agreement") is made and entered into this 19th day of
February , 20 02 , by and between the City of Huntington Beach, a municipal
corporation of the State of California, hereinafter referred to as "CITY, and
.Robert Winn (Best Employee Services) a sole -oroorietorship
hereinafter referred to as "CONSULTANT."
WHEREAS, CITY desires to engage the services of a consultant to
implement Kronos timekee*3ine soLtware :and
Pursuant to documentation on file in the office of the City Clerk, the provisions of
the Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of
professional service contracts have been complied with; and
CONSULTANT has been selected to perform these services,
NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows:
1. SCOPE OF SERVICES
CONSULTANT shall provide all services as described in Exhibit "A"
which is attached hereto and incorporated into this Agreement by this reference. These
services shall sometimes hereinafter be referred to as the "PROJECT."
CONSULTANT hereby designates himself
who shall
represent it and be its sole contact and agent in all consultations with CITY during the
performance of this Agreement.
agreelformslprofserv10/15101 1
2. CITY STAFF ASSISTANCE
CITY shall assign a staff coordinator to work directly with CONSULTANT
in the performance of this Agreement.
3. TERM, TIME OF PERFORMANCE
Time is of the essence of this Agreement. The services of CONSULTANT
are to commence as soon as practicable after the execution of this Agreement by CITY (the
"Commencement Date"). This Agreement shall expire on December 20, 2002 unless
sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be
completed no later than December 20, 2002 , from the Commencement Date of this
Agreement. These times may be extended with the written permission of CITY. The time
for performance of the tasks identified in Exhibit "A" are generally to be shown in
Exhibit "A." This schedule may be amended to benefit the PROJECT if mutually agreed
to in writing by CITY and CONSULTANT.
4. COMPENSATION
In consideration of the performance of the services described herein, CITY
agrees to pay CONSULTANT on a time and materials basis at the rates specified in
Exhibit "B," a
fee,
including all
costs and expenses, not to exceed
One hundred and
four
thousand
Dollars ($ 104,000.00
5. EXTRA WORK
In the event CITY requires additional services not included in Exhibit "A"
or changes in the scope of services described in Exhibit "A," CONSULTANT will
undertake such work only after receiving written authorization from CITY. Additional
agree forms/profsery 10/15/01 2
compensation for such extra work shall be allowed only if the prior written approval of
CITY is obtained.
6. METHOD OF PAYMENT
CONSULTANT shall be paid pursuant to the terms of Exhibit "B," which
is attached hereto and incorporated by reference into this Agreement.
7. DISPOSITION OF PLANS, ESTIMATES AND OTHER DOCUMENTS
CONSULTANT agrees that title to all materials prepared hereunder,
including, without limitation, all original drawings, designs, reports, both field and office
notices, calculations, computer code, language, data or programs, maps, memoranda,
letters and other documents, shall belong to CITY, and CONSULTANT shall turn these
materials over to CITY upon expiration or termination of this Agreement or upon
PROJECT completion, whichever shall occur first. These materials may be used by CITY
as it sees fit.
S. HOLD HARMLESS
CONSULTANT hereby agrees to protect, defend, indemnify and hold
harmless CITY, its officers, elected or appointed officials, employees, agents and
volunteers from and against any and all claims, damages, losses, expenses, judgments,
demands and defense costs (including, without limitation, costs and fees of litigation of
every nature or liability of any kind or nature) arising out of or in connection with
CONSULTANT's (or CONSULTANT's subcontractors, if any) negligent performance of
this Agreement or its failure to comply with any of its obligations contained in this
Agreement by CONSULTANT, its officers, agents or employees except such loss or
damage which was caused by the sole negligence or willful misconduct of CITY. CITY
agree/forms/profsery 10/ 15101 3
shall be reimbursed by CONSULTANT for all costs and attorney's fees incurred by CITY
in enforcing this obligation. CONSULTANT will conduct all defense at its sole cost and
expense and CITY shall approve selection of CONSULTANT's counsel. This indemnity
shall apply to all claims and liability regardless of whether any insurance policies are
applicable. The policy limits do not act as limitation upon the amount of indemnification
to be provided by CONSULTANT.
--Pti9€ES ION A Y LI A TIYTl-1SLrRANCF TO W4avid
NNSULTANT shall obtain and furnish to CITY a professional liability
insurance policy cov\not
rformed by it hereunder. This policy shall rovide
coverage for CONSssional liability in an amount not ss than One
Million Dollars ($1occurrence and in the aggr ate. The above -
mentioned insurancea self -insured retention deductible" or any other
similar form of limitation on the required
of CITY. A claims -made policy shall be
A. The policy retroactive
of the scope of
renewals
th the express written consent
the policy further provides that:
with or precedes the initiation
(including kbsequent policies purchased as
B. CO ULTANT shall notify CITY of cire stances or incidents
that might give rise to future claims.
ONSULTANT will make every effort to maintain similar ins nce during
the req ' ed extended period of coverage following PROJECT completion. If ins nee is
t inated for any reason, CONSULTANT agrees to purchase an extended reporti
agree/forms/profservl0l15101
4
0
ovision of at least two (2) years to report claims arisin/deNS
performed
cone%ction with. this Agreement.
?44 Nlcu Prior to commencing performance of the workNSULTANTshall furnish to ITY a certificate of insurance subject to apCity Attorneyevidencing the fore ing insurance coverage as required by ththe certificate
shall:
A. proviyamebe and policy numbe of each carrier and policy;
B. shall e policy is c ntly in force; and
C. shallat such p icy shall not be suspended, voided or
cancep y, reduced in coverage or in limits except
after s rior written notice; however, ten (10) days'
priorice in th event of cancellation for nonpayment of
CONSULT T shall maintain the for\uran urance coverage in force
until the work under i Agreement is fully completed ted by CITY.
Th requirement for carrying the foregrance coverage shall not
derogate fro ONSULTANT's defense, hold harmlesfication obligations as
set forth ' this Agreement. CITY or its representativall tim have the right to
dem d the original or a copy of the policy of insuranSULTAN shall pay, in a
rompt and timely manner, the premiums on the insuraabove require
agree/forms/profserv1Oil 5101 5
I 1. INDEPENDENT CONTRACTOR
CONSULTANT is, and shall be, acting at all times in the performance of
this Agreement as an independent contractor herein and not as an employee of CITY.
CONSULTANT shall secure at its own cost and expense, and be responsible for any and
all payment of all taxes, social security, state disability insurance compensation,
unemployment compensation and other payroll deductions for CONSULTANT and its
officers, agents and employees and all business licenses, if any, in connection with the
PROJECT and/or the services to be performed hereunder.
12. TERMINATION OF AGREEMENT
All work required hereunder shall be performed in a good and workmanlike
manner. CITY may terminate CONSULTANT's services hereunder at any time with or
without cause, and whether or not the PROJECT is fully complete. Any termination of this
Agreement by CITY shall be made in writing, notice of which shall be delivered to
CONSULTANT as provided herein. In the event of termination, all finished and
unfinished documents, exhibits, report, and evidence shall, at the option of CITY, become
its property and shall be promptly delivered to it by CONSULTANT.
13. ASSIGNMENT AND DELEGATION
This Agreement is a personal service contract and the work hereunder shall
not be assigned, delegated or subcontracted by CONSULTANT to any other person or
entity without the prior express written consent of CITY. If an assignment, delegation or
subcontract is approved, all approved assignees, delegates and subconsultants must satisfy
the insurance requirements as set forth in Sections 9 and 10 hereinabove.
agree/forms/profsery 10/ 15101 6
14. COPYRIGHTS/PATENTS
CITY shall own all rights to any patent or copyright on any work, item or
material produced as a result of this Agreement.
15. CITY EMPLOYEES AND OFFICIALS
CONSULTANT shall employ no CITY official nor any regular CITY
employee in the work performed pursuant to this Agreement. No officer or employee of
CITY shall have any financial interest in this Agreement in violation of the applicable
provisions of the California Government Code.
16. NOTICES
Any notices, certificates, or other communications hereunder shall be given
either by personal delivery to CONSULTANT's agent (as designated in Section 1
hereinabove) or to CITY as the situation shall warrant, or by enclosing the same in a sealed
envelope, postage prepaid, and depositing the same in the United States Postal Service, to
the addresses specified below. CITY and CONSULTANT may designate different
addresses to which subsequent notices, certificates or other communications will be sent by
notifying the other parry via personal delivery, a reputable overnight carrier or U. S.
certified mail -return receipt requested:
TO CITY:
City of Huntington Beach
ATTN: Director of Administrative Svcs.
2000 Main Street
Huntington Beach, CA 92648
agmeifornsiprofsery i Oil 5M
7
TO CONSULTANT:
Robert Tainn
Best Emloyer Services
1100 Carriage Lane
Corona, CA 92880
17. CONSENT
When CITY's consent/approval is required under this Agreement, its
consent/approval for one transaction or event shall not be deemed to be a consent/approval
to any subsequent occurrence of the same or any other transaction or event.
18. MODIFICATION
No waiver or modification of any language in this Agreement shall be valid
unless in writing and duly executed by both parties.
19. SECTION HEADINGS
The titles, captions, section, paragraph and subject headings, and descriptive
phrases at the beginning of the various sections in this Agreement are merely descriptive
and are included solely for convenience of reference only and are not representative of
matters included or excluded from such provisions, and do not interpret, define, limit or
describe, or construe the intent of the parties or affect the construction or interpretation of
any provision of this Agreement.
20. INTERPRETATION OF THIS AGREEMENT
The language of all parts of this Agreement shall in all cases be construed
as a whole, according to its fair meaning, and not strictly for or against any of the parties.
If any provision of this Agreement is held by an arbitrator or court of competent
jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate
or affect the remaining covenants and provisions of this Agreement.. No covenant or
provision shall be deemed dependent upon any other unless so expressly provided here.
As used in this Agreement, the masculine or neuter gender and singular or plural number
shall be deemed to include the other whenever the context so indicates or requires.
agreelforms/profservI Oil 5101 8
0
Nothing contained herein shall be construed so as to require the commission of any act
contrary to law, and wherever there is any conflict between any provision contained herein
and any present or future statute, law, ordinance or regulation contrary to which the parties
have no right to contract, then the latter shall prevail, and the provision of this Agreement
which is hereby affected shall be curtailed and limited only to the extent necessary to bring
it within the requirements of the law.
21. DUPLICATE ORIGINAL
The original of this Agreement and one or more copies hereto have been
prepared and signed in counterparts as duplicate originals, each of which so executed shall,
irrespective of the date of its execution and delivery, be deemed an original. Each
duplicate original shall be deemed an original instrument as against any parry who has
signed it.
22. IMMIGRATION
CONSULTANT shall be responsible for full compliance with the
immigration and naturalization laws of the United States and shall, in particular, comply
with the provisions of the United States Code regarding employment verification.
23. LEGAL SERVICES SUBCONTRACTING PROHIBITED
CONSULTANT and CITY agree that CITY is not liable for payment of any
subcontractor work involving legal services, and that such legal services are expressly
outside the scope of services contemplated hereunder. CONSULTANT understands that
pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive
legal counsel for CITY; and CITY shall not be liable for payment of any legal services
expenses incurred by CONSULTANT.
agree/forms/profserv10115101 9
24. ATTORNEY' S FEES
Except as expressly set forth in Section 8 of this Agreement, in the event
suit is brought by either party to construe, interpret and/or enforce the terms and/or
provisions of this Agreement or to secure the performance hereof, each party shall bear its
own attorney's fees, such that the prevailing party shall not be entitled to recover its
attorney's fees from the non -prevailing party.
25. SURVIVAL
Terms and conditions of this Agreement, which by their sense and context
survive the expiration or termination of this Agreement shall so survive.
26. GOVERNING LAW
This Agreement shall be governed and construed in accordance with the
laws of the State of California.
27. ENTIRETY
The parties acknowledge and agree that they are entering into this
Agreement freely and voluntarily following extensive arm's length negotiation, and that
each has had the opportunity to consult with legal counsel prior to executing this
Agreement. The parties also acknowledge and agree that no representations, inducements,
promises, agreements or warranties, oral or otherwise, have been made by that party or
anyone acting on that party's behalf, which are not embodied in this Agreement, and that
that party has not executed this Agreement in reliance on any representation, inducement,
promise, agreement, warranty, fact or circumstance not expressly set forth in this
Agreement. This Agreement, and the attached exhibits, contain the entire agreement
between the parties respecting the subject matter of this Agreement, and supercede all prior
agree/forms/profserv10/15101 10
•
•
understandings and agreements whether oral or in writing between the parties respecting
the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by and through their authorized offices the day, month and year first above
written.
CONSULTANT,
Robert Winn
CITY OF HUNTINGTON BEACH,
a municipal corporation of the State of California
Best Employee Services, a sole prop 'e r
e-L—,
- Title: Fire Chief/Information Systems Dir
(Pursuant To HBMC §3.03.100)
Robert Winn
print name
ITS: (circle one) Chairman/PresidentNice President
AND
By:
print name
ITS: (circle one) Secretary/Chief Financial Officer/Asst.
Secretary - Treasurer
agreelformsiprofserv10115101 11
APPROVED AS TO FORM:
f-I- b a -Z'
City Attorney VU107'
City Adm
(only for contracts
EXHIBIT "A "/ "B"
Robert Winn
BeSt&q*WSWViDW
January 30, 2002
City of Huntington Beach
Employee Benefits Department
Sharon Hennegen, Sr. Principal Analyst
2000 Main St.
Huntington Beach, CA 92648
Dear Ms. Hennegen:
RE: KRONOS IMPLEMENTATION AND CONSULTING PROJECT
This letter will confirm and outline the terms of retainer and nature of services to be
performed for your company. These terms are as follows:
TERM: This agreement will commence on February 19, 2002 or when the
responsible parties approve services, whichever is first. Either party may
terminate this agreement with Thirty -day (30) written notification to the other
party. In the event of termination, I will be compensated for services rendered
through the date of termination.
2. DUTIES: Duties will include Project Management, Implementing and testing
tasks, internal support and consulting with all levels of the City of Huntington
Beach (COHB) staff and vendor (KRONOS).
3. CONFIDENTIALITY: It is with dear understanding that in the performance of
these duties, I will obtain information about the Company, and that such
information may include financial data, employee information, and methods of
operating, policy statements, and other confidential data. I agree to restrict
my use of such above -mentioned information to the performance of duties
described in this agreement.
4. COMPENSATION: The compensation for my services shall be at the rate of
$50.00 per hour, thirty-two (32) hours per week, payable upon weekly receipt
as billed to include office time (on or off -site), meetings attended, and training
time. Other out-of-pocket costs, such as travel expenses, phone bills, and
administrative costs will be billed in addition. Additional hours beyond the
above -mention will be billed at the premium rate of Seventy-five dollars ($75)
per hour. It is fully understood that as an Independent contractor, I am
working on a 1099 tax basis and is responsible for my personal health
benefits and workers compensation.
• Page 2
January 30, 2002
If the terms of this agreement are agreeable, please sign below and return this
agreement to me at your earliest convenience. Facsimile containing both
signatures is binding and may serve as an original.
If you have any questions, please give me a call. I look forward to working
with you and the COHB Staff on this project!
Sincerely,
Robert Winn
Owner/Payroll & Implementation Consultant
Accepted and agreed to:
'�'Z- b [p Z-
Sharon Hennegen UDate
Sr. Principle Analyst, COHB Employee Benefits Dept.
ATTACHMENT #2
S INSURANCE AND INDEMNIFICATION WAIVER
MODIFICATION REQUEST
1. Requested by: Sharon Hennepen
2. Date: Februa y 6, 2002
3. Name of contractor/permittee: Robert Winn
4. Description of work to be performed: Consultant for KRONOS implementation
5. Value and length of contract: $104,000
6. Waiver/modification request: Waiver of PL & GL
7. Reason for request and why it should be granted: Sole proprietor
8. Identify the risks to the City in approving this waiver/modification: The risk is minimal; all
work performed under supervision of Principal Administrative Analyst in Administrative
Services.
nt Head Signature
02/06/02
Date:
APPROVALS
Approvals must be obtained in the order listed on this form. Two approvals are required
for a request to be granted. Approval from the City Administrator's Office is only required if
Risk Management and the City Attorney's Office disagree.
1. Risk Management
A0
Approved ❑ Denie 0 (}
Signature I Date
2. City Attorney's Office l
Approved ❑ Denied
Signature Date
3. City Administrator's Office
❑ Approved ❑ Denied
Signature Date
If approved, the completed waiver/modification request is.to be submitted to the
City Attorney's Office along with the contract for approval. once the contract.has been approved,','
this form is to be filed with the Risk {Management Division of Administrative Services
insurance waiver Winnn 216102 9:46 AM