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HomeMy WebLinkAboutResolution 2015-025 N.C.S. 03/02/2015Resolution No. 2015-025 N.C.S. of the City of Petaluma, California RATIFYING THE CITY MANAGER'S EXECUTION OF AN AGREEMENT WITH BOLT STAFFING SERVICES, INC. FOR ACTING CITY CLERK SERVICES WHEREAS, the City Charter, at Section 24, empowers the City Manager to appoint certain department directors and all subordinate officers and employees of the City; and WHEREAS, the City Charter, at Section 64, empowers the City Council to appoint the City Clerk, who shall serve at the Council's pleasure; and WHEREAS, pursuant to an employment agreement, the City Council appointed Claire Cooper to the position of City Clerk in 2005; and WHEREAS, staffing in the City Clerk's Office consists of two positions, the City Clerk and a Deputy City Clerk; and WHEREAS; the City Clerk may delegate duties to the Deputy City Clerk such that the Deputy City Clerk may substitute for the City Clerk during periods of her absence; and WHEREAS, the City Clerk advised in late January, 2015 that she needs to take leave from February 27, 2015 through March 2015; and WHEREAS, the position of Deputy City Clerk is vacant, so that a Deputy City Clerk is not available to substitute for the Clerk during that period: and WHEREAS, it is necessary to hire an Acting City Clerk, with all of the qualifications and experience necessary to provide coverage for the City Clerk daring this absence: and WHEREAS, the City has acquired the services of David Concepcion to act as City Clerk during her absence, through a Professional Services Agreement with Bolt Staffing Services, Inc., and he will commence work on February 24, 2015 to familiarize himself with the operation of the City Clerk's Office before she takes her leave; and Resolution No. 2015-025 N.C.S. Page I WHEREAS, as time did not exist to bring the Agreement to the City Council so that it could exercise its hiring authority under the Charter before February 24, 2015, the City Manager executed a Professional Services Agreement with Bolt Staffing Services, Inc., a copy of which is incorporated herein as Exhibit A. NOW, THEREFORE BE IT RESOLVED THAT the City Council ratifies the Agreement with Bolt Staffing Services, Inc., incorporated as Exhibit A. as executed by the City Manager. Under the power and authority conferred upon this Council by the Charter of said City REFERENCE: 1 hereby certify the foregoing Resolution was introduced and adopted by the 0 ed as to Council of the City of Petaluma at a Regular nnecting on the 2" day of March, f rrn: 2015, by the following vote: Ci[ Attorney AYES: Albertson, Barrett, Mayor Glass, Healy, Kearney, King, Vice Mayor Miller NOES: None ABSENT: None ABSTAIN: None ATTEST: Acting City Cler: - NIdvor Resolution No. 2015-025 N.C.S. Page 2 PROFESSIONAL SERVICES AGREEMENT ELI -IIBIT A Acting City Clerk to Resolution (Title of Project) FY 14 -15 Fund # 11100 Cost Center t 1320 abject Code 4UjA1 Project # - Amount $ For multi -year contracts or contracts with multiple accounts: FY Fund ;l Cost Center abject Code Project # Amount FY Fund # Cost Center abject Code Project # Amount $ FY Fund # Cost Center Ob ect Code _ - Project;! Amount 5 FY Fund # Cost Center object Code Project It Amount $ FY Fund # Cost Center Object Code Project # Amount THIS PROFESSIONAL SERVICES AGREE SENT ( "Agreement ") is entered into mid effective as of , 20 ( "Effective Date''), by and,between the City of Petaluma, a municipal corporation and a charter city ( "City ") and Bolt Staffing Service, Inc. , a temporary staffing agency (,`Consultant") (collectively, the "Parties "). WHEREAS, the Parties enter into this Agreement for the purpose of Consultant providing professional services to City under the terms and conditions set forth herein. THEREFORE, in consideration of the mutual covenants contained in this Agreement, the Parties agree as follows: Services. Consultant shall provide die services as described in and in accordance with the schedule set forth in Exhibit "A" attached hereto and incorporated herein ( "Services "). 2. Compensation; Business Tax Certificate. A. For the full performance of the Services as described herein, City shall compensate Consultant in accordance with the rates specified in Exhibit A. B. Consultant shall subunit detailed monthly invoices reflecting all services perfotzued during the preceding; month, and including a revised schedule for performance and additional documentation requested by City, as applicable. C. Consultant shalt be compensated for services in addition to those described in Exhibit A, only if Consultant and City execute a written amendment to this Agreement describing the additional services to be performed and the compensation to be paid for such services. In no case shall the total compensation under this Agreement exceed $20.000 without prior written authorization of the City Manager. Further, no compensation for a section or work program component attached with a specific budget shall be exceeded without prior written authorization of the City Manager, D. Notwithstanding any provision. herein, Consultant shall not he paid any compensation until such time as Consultant has on file with the City Finance Department a current W-9 form available from the IRS website www.irs. ov and has obtained a currently valid Petaluma business tax certificate. Resolution No. 2015 -025 N.C.S. Page 3 E. City's obligation to pay compensation to Consultant as provided herein is contingent upon Consultant's performance of the Services pursuant to the terms and conditions of this Agreement and any amendments thereto. 3. Term. The term of this Agreement eom inences on the Effective Date, and terminates on 4J9I2015, unless sooner terminated in accordance with Section. Upon termination, any and all of City's documents or materials provided to Consultant and any and all of the documents or materials prepared for City or relating to the performance of the Services, shall be delivered to the City as soon as possible, but not later than. fourteen (14) days after termination of the Agreement. 4. Termination. City may terminate this Agreement without cause upon ten (10) days' written notice. City may immediately terminate or suspend this Agreement for cause. Cause for immediate termination or suspension shall include, but not be limited to, any breach of this Agreement by Consultant or Consultant's bankruptcy or insolvency. Upon receipt of notice of termination or suspension for cause, Consultant shall immediately stop all work in progress under this Agreement. Li the event of early termination of this Agreement by City, Consultant shall be entitled to payment for all Services performed to the date of termination to the extent such Services were performed to the satisfaction of City in accordance with the terms and conditions of this Agreement. If City terminates this Agreement for cause, Consultant shall be liable to City for ally excess cost City incurs for completion of the Services. S, Consultant's Representation; Independent Contractor. Consultant represents that Consultant possesses distinct professional sldlls in performing the Services, City has relied upon said representation as a material inducement to enter into this Agreement. Consultant shall, therefore, provide properly skilled professional and technical personnel to perform all Services under this Agreement, It is expressly understood that Consultant and its agents and employees, shall act in an independent capacity and as an independent contractor and not as officers, employees or agents of City, This Agreement shall not be construed as an agreement for employment. 6. Facilities and Equipment, Consultant shall, at its sole cost and expense, furnish all facilities and equipment that may be required for furnishing Services pursuant to this ,Agreement. City shall furnish to Consultant no facilities or equipment, unless the City otherwise agrees in writing to provide the same. 7. Licenses, Permits, Etc. Consultant shall, at Consul'tant's sole cost and expense, keep in effect at all titres during the term of this Agreement any licenses, permits or other such approvals which are legally required for performing the Services. 8. Time. Consultant shall devote such time to the performance of the Services as may be reasonably necessary for satisfactory performance of Consultant's obligations pursuant to this Agreement. 9. Inspection. Consultant shall provide the City every reasonable opportunity to ascertain that the Services are being performed in accordance with the requirements and intentions of this Agreement. All work done and materials furnished; if any, shall be subject to inspection and approval by the City. The inspection of such work shall not relieve Consultant of any of its obligations pursuant to this Agreement. Resolution No. 2015 -025 N.C.S. Page 4 10. Proaress Reports, Upon the City's request, Consultant shall provide, in a form. acceptable to City, written progress reports of all oral and written observations, opinions, recommendations, analyses, progress and conclusions related to Consultant's performance of the Services. 11, Confidentiality. In the course of Consultant's employment, Consultant may have access to trade secrets acid confidential information, disclosure of which is protected or limited by law. Consultant shall not directly or indirectly disclose or use any such confidential information, except as required for the performance of the Services. 12. Conflict of Interest. Consultant represents that it presently has no interest, and covenants that it shall not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the perfornance of the Services hereunder. Consultant further covenants that, in the performance of this Agreement, it shall not employ any subcontractor or person having such a conflict of interest. Consultant represents that no one who has or will have any financial interest under the Agreement is an officer or employee of City. If such conflict of interest arises during this Agreement or any extension, Consultant will immediately advise City and City may, at its sole discretion, immediately terminate this Agreement. Certain Consultants are subject to the requirements, including the disclosure and reporting requirements, of the City's Conflict of Interest Code adopted pursuant to the Political Reform Act. Such Consultants subject to the City's Conflict of Interest Code include those whose work may involve: making government decisions regarding approval or adoption of rates, rules, or regulations, action on pernhits or other applications, authorization to enter into or modify contracts, or approval of plans, designs, reports, or studies. Consultant agrees to comply fully with all such requirements to the extent they apply to Consultant's performance of the Services. 13. Consultant No Agent, Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. 14. Standard of Performance. Consultant shall perform all the Services in a manner consistent with the standards of Consultant's profession. All instruments of service of ,whatsoever nature, which Consultant delivers to City pursuant to this Agreement, shall be prepared in a substantial, workmanlike manner and conform to the standards of Consultant's profession. All such instruments of service shall become the sole and exclusive property of City upon delivery of the same. 15. Assignment/Transfer. No assigtunent or transfer in whole or in part of this Agreement shall be made without the prior written consent of City. 16. Subcontractors. Consultant shall directly perform all Services, and sha11 not subcontract any portion of performance of the Services without the prior written consent of City. Any such subcontractors shall be required to comply, to the full extent applicable, with the terms and conditions of this Agreement, including but not limited to, procuring and maintaining insurance coverage as required herein and which shall name City as an additional 'ensured. Resolution No. 2015 -025 N.C.S. Page 5 17. Compliance With All Laws. Consultant shall fully comply with all applicable local, state and federal rules, laws, regulations and ordinances pertaining to the performance of the Services required hereunder; including but not limited to, the California Building Standards Code as in effect in the City, the Americans with Disabilities Act, and any laws and regulations related to any copyright, patent, trademark or other intellectual property right involved in performance of the Services. Consultant's failure to comply with any law(s) or regulation(s) applicable to the performance of the Services hereunder shall constitute a material breach of this Agreement. To the extent that any other government agency or entity provides compensation for any Services, Consultant shall comply with all rules and regulations applicable to such fiscal assistance. 18. Prevailing Wages. This Agreement is subject to the requirements of the California Prevailing Wage Law, California Labor Code Section 1720 et seq., and the Services as described in Exhibit A will be performed in accordance with all applicable requirements of the California. Prevailing Wage Law, including, but not limited to, all applicable requirements contained in Exhibit B, which is attached to and made a part of this Agreement. 19, Living Wage Ordinance. Without limiting the foregoing Section 17, Consultant shall comply fully with all applicable requirements of Petaluma Municipal Code, Chapter 8.36, Living Wage (the "Living Wage Ordinance "), as the samc may be amended from time to tune. Upon the City's request Consultant shall promptly provide to the City documents and information verifying Consultant's compliance with the requirements of the Living Wage Ordinance, and shall within fifteen (15) calendar days of the Effective bate of this Agreement, notify each of its affected employees as to the amount of wages and time off that are required to be provided to them pursuant to the Living Wage Ordinance. The Acknowledgement and Certification Pursuant to City of Petaluma Living Wage Ordinance, attached to this Agreement at Exhibit B shall be a part of this Agreement for all purposes, and Consultants that are subject to Living Wage Ordinance requirements, as determined by the City, must provide a properly completed Exhibit C in accordance with the requirements of the Living Wage Ordinance. Consultant's noncompliance with the applicable requirements of the Living Wage Ordinance shall constitute cause for City's termination of this Agreement pursuant to Section 4 hereof. 20. Discrimination. During the performance of this Agreement, Consultant shall not discriminate against any employee or applicant for employment because of race, religion, creed, color, national origin, ancestry, gender, sexual orientation, age or physical or mental disability in violation of any applicable law. 21. Notice. Except as otherwise specified in this Agreement, all notices to be sent pursuant to this Agreement shall be made in writing, and sent to the Parties at their respective addresses specified below or to such other address as a Party may designate by written notice delivered to the other Party in accordance with this Section. All such notices shall be sent by: (i) personal delivery, in which case notice is effective upon delivery; (ii) certified or registered mail, return receipt requested, in which case notice shall be deemed delivered on receipt if delivery is confirmed by a return receipt; Resolution No. 2015 -025 N.C.S. Page 6 (iii) nationally recognized overnight courier, with charges prepaid or charged to the sender's account, in which case notice is effective on delivery if delivery is confirmed by the delivery service; or (iv) facsimile transmission, in which case notice shall be deemed delivered upon transmittal, provided that (a) a duplicate copy of the notice is promptly delivered by first -class or certified snail or by overnight delivery, or (b) a transmission report is generated reflecting the accurate transmission thereof. Any notice given by facsimile shall be considered to have been received on the next business day if it is received after 5:00 p.m. recipient's time or on a nonbusiness day. City: City Cleric City of Petaluma Post Office Box 61 Petaluma, California 94953 Phone: (707) 778 -4360 Fax: (707) 778 -4554 Email: cityclerk @ci.petaluma.ca.Lis Consultant: And: Bolt Staffinp, Service site. 3427 Broadway, Suite F -2 American Canyon, CA 91503 Phone: 707.552.7800 Fax: 707,552.6364 Entail: JTanner u@.baltstafiing,com Phone: Fax: Email: 22. Ownership of Documents. All original papers, documents or computer material on disk or nucrofilm, and copies thereof, produced as a result of this Agreement, shall be the property of City and may not be used by Consultant without the written consent of City, Copies of such documents or papers shall not be disclosed to others without the written consent of the City Manager or his or her designated representative. 23. Indemnification. To the maximum extent permitted by law, Consultant shall, at its own expense, indemnify, defend with, counsel acceptable to the City, (which acceptance will not be unreasonably widtheld), and hold harmless City and its officers, officials, employees, agents and volunteers ( "lndemnitees ") from and against any and all liability, loss, damage, claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, civil penalties and fines, expenses and costs (including, without limitation, claims expenses, attorney's fees and costs and fees of litigation) (collectively, "Liability ") of every nature, whether actual, alleged or threatened, arising out of or in Resolution No. 2015 -025 N.C.S. Page 7 connection with the Services or Consultant's failure to comply with any of the terms of this Agreement, regardless of any fault or alleged fault of the Indemnitees. The Consultant's obligation to indemnify, defend and hold harmless under this provision shall not be excused because of the Consultant's inability to evaluate Liability, or because the Consultant evaluates Liability and determines that the Consultant is not or may not be liable. The Consultant must respond within 30 calendar days to any tender for defense and indemnity by the City, unless the . time for responding has been extended by an authorized representative of the City in writing. If the Consultant fails to accept tender of defense and indemnity within 30 calendar days, in addition to any other remedies authorized by law, so much of the money due or that may become due the Consultant tinder this Agreement as shall reasonably be considered necessary by the City, may be retained by the City until disposition has been made of the matter subject to tender, or until the Consultant accepts the- tender, whichever occurs first. In the event that the City must file responsive documents in a matter tendered to Consultant prior to Consultant's acceptance of tender, Consultant agrees to fully reimburse all: costs, including but not li nited to attorney's fees and costs and fees of litigation, incurred by the City in filing such responsive documents. The Consultant waives any and all rights to express or implied indemnity against the Indemnitees concerning any Liability of the Consultant arising out of or in connection with the Services or Consultant's failure to comply with any of the terms of this Agreement. Notwithstanding the foregoing, to the extent this Agreement is a "construction contract" as defined by California Civil Code Section 2783, as may be amended from time to time, Consultant's duty to indemnify under this provision shall not apply when to do so would be prohibited by California Civil Code Section 2782, as may be amended from time to time. Notwithstanding the foregoing, to the extent that the Services include design professional services subject to California Civil Code Section 2782.8, as may be amended from time to time, Consultant's duty to indemnify shall only be to the maximum extent permitted by California Civil Code Section 2782.8. 24, Insurance. Consultant shall comply with the "Insurance Requirements for Consultants" in Exhibit B -2, attached hereto and incorporated herein by reference. [Indicate attached exhibit, e,g., "B -1, ,! nB -? ,, "rj -3, „ Qr "B -4 "I 25, Amendment. This Agreement may be amended only by a written instrument executed by both Parties. 26. Litigation. If litigation ensues which pertains to the subject miatter of Consultant's services hereunder, Consultant, upon request Bonn City, agrees to testify therein at a reasonable and customary fee. 27. Construction. This Agreement is the product of negotiation and compromise on the part of both Parties and that the Parties agree that, notwithstanding Civil Code section 1654, any uncertainty in the Agreement shall not be construed against the drafter of the Agreement. Resolution No. 2015 -025 N.C.S. Page 8 28. Governing Law; Venue, This Agreement shall be enforced and interpreted under the laws of the State of California and the City of Petaluma. Any, action arising from or brought in connection with this Agreement shall be venued in a court of competent jurisdiction in the County of Sonorna,.State of California, 29, Non - Waiver, The City's failure to enforce any provision of this Agreement or the waiver thereof in a particular instance shall not be construed as a general waiver of any part of such provision. The provision shall remain in fitll force and effect. 30. Severability. If any terra or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 31. No Third Party Beneficiaries. The Parties do not intend to create, and nothing in this Agreement shall be construed to create any benefit or right in any third patty. 32. Mediation. The Parties agree to make a good faith attempt to resolve any dispute arising out of this Agreement through mediation prior to commencing litigation. The Parties shall mutually agree upon the mediator and shall divide the costs of mediation equally. 33. Consultant's Books and Records. A. Consultant shall maintain any and all ledgers, books of accounts, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services, or expenditures and disbursements charged to the City for a minimum period of three (3) years or for any longer period required by law, from the date of final payment to Consultant pursuant to this Agreement. B. Consultant shall maintain all documents and records which demonstrate performance under this Agreement for a minimum period of three (3) years or for any longer period required by law, from the date of termination or completion of this Agreement. C. Any records or documents required to be maintained pursuant to this Agreement shall be made available for inspection or audit, at any time during regular business hours, upon written request by the City Manager, City Attorney, City Finance Director, or a designated representative of these officers. Copies of such documents shall be provided to the City for inspection at Petaluma City lull when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records shall be available at Consultant's address indicated for receipt of notices in this Agreement. D. Where City has reason to believe that such records or documents may be lost or discarded due to dissolution, disbandment or termination of Consultant's business, City Wray, by written request by any of the above -named officers, require that custody of the records be given to the City and that the records and documents be maintained in Petaluma City Hall. Access to such records and documents shall be granted to any party authorized by Consultant, Consultant's representatives, or Consultant's successor in interest. Resolution No. 2015 -025 N.C.S. Page 9 34. Headings, The headings used in this Agrocmcnt arc for convortionce only and are not intended to affect the interprotation or construction of any provisions herein. 35, S'nn-yiyal, All obliblatious arising prior to (lie termination or expiration of this Agreement and all provisions of this A.grooment allocating ilability botwcen City and Consultant shall survive the terminatim or expiration of this Agreement, 36, Mith•e Agreement, This :Agreement, including the exhibits attached hereto and incorporated herein, constitutes the entire agreement between the Patties Nvith respect to the Services, aakd sttpersedes alt p!'lor ante cents or r nderstandtnbE, oral or lvlritten, between the Parties in this regard, IN WITNESS WHEIP3O13, the patties hereto ]dive executed this do mncnt the day, month and year first-above written, CITY OF PBTALUMA CONSULTANT ,�C��r � By ►'�t -Ui,� �s�t City Manager Manager Name ATUST: t✓i L� Clerk APPROVED AS TO FORM: ZAPPOVLED: A/41 sit rlv�pi her API' D' Ciiial a or r n1c name: Addrusss ' Jo"rPLA. City State Zip 0 2- OY7 0572-9 Taxpayer W, Number 0 a. S2 t<, C- S Putalums Businass Tax Cer0fienle Numbee Resolution No, 2015 -025 N.C.S. Page 10 Exhibit A.2 -- Scope of BOLT Work Good People. Fast This Scope of Work, by and among BOLT Staffing Service, Inc. (the "Consultant ") an Idaho Corporation, and the City of Petaluma (the "City ") for the specific position of Acting City Clerk is as follows. 1. CONSULTANT SERVICES. a. The Consultant agrees to use reasonable efforts to supply City with candidates for direct hire and /or temporary placement as City may request from time to time. Consultant will recruit, evaluate, interview and place a qualified candidate to fill positions based on the job description and information City provides. 2. TEMPORARY ASSIGNMENTS, a. Employment Status. Candidates on temporary assignments ('Temporaries ") are the employees of the Consultant. The Consultant shall be solely responsible to pay, when due, all wages and other applicable forms of compensation or reimbursement and all applicable federal, state and local withholding taxes and unemployment taxes, as well as social security, state disability insurance and all other payroll costs payable to, or on behalf of, the Temporaries. The Consultant shall maintain workers' compensation insurance as prescribed by law for all Temporaries working at the City's worksite. b. City Supervision. Temporaries work under the City's sole supervision. City shall, at its own cost, provide such workspace and supplies as are reasonably required for each assignment. City shall be solely responsible for providing Temporaries with such day -to -day guidance, assistance and other Information as is necessary for the successful and timely completion of each assignment. c. Time Records/invoices. Temporaries shall present time records to City's representative on a weekly basis for verification and signature regarding hours worked through the end of each week. City shall pay the Consultant on an hourly basis for all hours worked by each Temporary at a mark -up of forty - eight percent (48 %). City shall be billed on weekly basis for the total hours worked plus the Consultant's fee. d. Payment Terms, As invoices represent payroll already paid to the candidate, payment terms are NET-20 (twenty days of the invoice date). e. Conversion Fee. If City converts a Temporary to its payroll, engages the services of the Temporary as an independent contractor, , City agrees to pay a conversion fee. The conversion fee shall be twenty percent (20 %) of the Temporary's first year estimated compensation, less any applicable discount reflecting previous length of the temporary assignment. For purposes of this section, convert is defined as hiring the Temporary without the City conducting an open, competitive recruitment for which the Temporary was performing the duties. Resolution No. 2015 -025 N.C.S. Page 11 ]Flours Completed On Discount Tire Assignment Up to 120 _ Not applicable 121 -320 25% 321 -520 50% 521+ 75% 3. DIRECT PLACEMENT. a. City shall pay the Consultant twenty (20 9/6) of the employee's annual compensation, including any signing bonus but excluding the value of any employee benefits provided to the employee, as a placement fee for all direct placements. For purposes of the Agreement, a "direct placement" occurs whenever a City hires, contracts with, engages or otherwise receives the services of a person, directly or indirectly, who has been introduced to, recommended to or interviewed by the City through the services of the Consultant within one year after the last introduction, recommendation, or interview without the City conducting an open, competitive recruitment for which the Temporary was performing the duties, Invoices for direct placements are due and payable NET-20 (within twenty days of the invoice date). b, Consultant will conduct reference checks and background checks and /or attempt to verify information about candidates only upon written request of City. All reference checks, background checks and attempts to verify information pertaining to candidates are subject to the "No Warranty /Limitation on Liability" provisions of this Agreement. GUARANTEE. If for any reason City is dissatisfied with a particular Temporary provided by the Consultant, the Consultant will remove such Temporary immediately upon receipt of notice from the Consultant and replace him or her as soon as reasonably practicable. If the City notifies the Consultant of its dissatisfaction or €or to the conclusion of the Temporary's first four hours of work, Consultant will not charge City for the first four hours of service provided. If a change of a Temporary on any assignment is required due to circumstances beyond the control of the Consultant, the Consultant shall use reasonable efforts to replace such Temporary as quickly as possible, to City's satisfaction. If a direct hire candidate resigns or Is discharged for any reason within the first 30 consecutive calendar days of employment, the Consultant will provide a replacement for the same job and same terms of employment. If a direct hire candidate resigns or is discharged for any reason after 30 consecutive calendar days but within 90 calendar days of employment, the Consultant will apply a credit of 1/90' of the placement fee far each day remaining of the 90 day guarantee. The credit may be applied only to the fee for finding a replacement candidate for the position vacated by the original candidate. These guarantees are contingent upon City's payment of the Consultant's Invoices within twenty (20) days after the Consultant sends them to City, Notwithstanding any course of business to the contrary, failure to pay Consultant's invoices within ten days renders all guarantees set forth herein void, These guarantees are in lieu of all other guarantees or warranties, express or Implied. 5. _NQ WARRANTY. Consultant makes no express or implied warranty, including but not limited to, any warranty of the quality of any Candidate for direct hire or temporary placement ( "Candidate "), the accuracy of any Information supplied by any candidate or by any employee or agent of the Consultant, or of the quality, performance, merchantability or fitness for any purposes of the services performed under this Agreement. . Resolution No. 2015 -025 N.C.S. Page 12 IN WITNESS WHEREOF, ilia parties have executed this Scsnpa of Work, effective as of the date and year that Above Written, BOLT Staffing Service, Inc. Dole, • a - 3 /� Signed: Print Name: U ro a•r-r ct n c�vc s Title: 0-'t ,American Canyon (707) 662 -7800 city of Petaluma Dale. Signe���_7 d: , ,R- Print Nama:��o JJ/?AGUt� Title: Sonoma (707) 930-2800 Internet: 4wlw.boltslafllnq.cOgi Resolution No. 2015 -025 N.C.S. Page 13 PREVAILING WAGE EXHIBIT B HOURS Or WORK: A. In accordance with California Labor Code Section 1810, eight (8) hours of labor in performance of the Services shall constitute a legal day's work under this Agreement. B. Li accordance with California Labor Code Section 1$11, the time of service of any worker employed in petforniance of the' Services is limited to eight hours during any one calendar day, and forty hours during any one calendar week, except in accordance with California Labor Code Section 1815; which provides that work in excess of eight hours during any one calendar day and forty hours during any one calendar week is permitted upon compensation for all hours worked in excess of eight hours during any one calendar day and forty hours during any one calendar week at not less than one - and -one -half times the basic rate of pay. C. The Consultant and its subconsultants shall forfeit as a penalty to the City $25 for each worker employed in the performance of the Services for each calendar day during which the worker is.required or permitted to work more than eight (8) hours in any one calendar day, or more than forty (40) hours in any one calendar week, in violation of the provisions of California Labor Code Section 1810 and following. WAGES: A. In accordance with California Labor Code Section 1773.2, the City has determined the general prevailing wages in the locality in which the Services are to be performed for each craft or type of work needed to be as published by the State of California Department of Industrial Relations, Division of Labor Statistics and Research, a copy of which is on file with the City and shall be made available on request. The Consultant and subconsultants engaged in the performance of the Services shall pay zoo less titan these rates to all persons engaged in performance of the Services. B. In accordance with Labor Code Section 1775, the Consultant and any subeonsultants engaged in performance of the Services shall comply Labor Code Section 1775 which establishes a penalty of up to $50 per day for each worker engaged in the performance of the Services that the Consultant or any subconsultant pays less than the specified prevailing wage. The amount of such penalty shall be determined by the Labor Comtuissioner and shall be based on consideration of the mistake, inadvertence, or neglect of the Consultant or subconsultant in failing to pay the correct rate of prevailing wages, or the previous record of the Consultant or subconsultant in meeting applicable prevailing wage obligations, or the willful failure by the Consultant or subconsultant to pay the correct rates of prevailing wages. A mistake, inadvertence, or neglect in failing to pay the correct rate of prevailing wages is not excusable if the Consultant or subconsultant had knowledge of their obligations under the California Labor Code. The Resolution No. 2015 -025 N.C.S. Page 14 Consultant or subconsultant shall pay the difference between the prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the prevailing wage rate. If a subconsultant worker engaged in. performance of the Services is not paid the general prevailing per diem wages by the subconsultant, the Consultant is not liable for any penalties therefore unless the Consultant had knowledge of that failure or unless the Consultant fails to comply with all of the following requirements: 1. The Agreement executed between the Consultant and the subconsultant for the performance of part of the Services shall include a copy of the provisions of California Labor Code Sections 1771, 1775, 1776, 1777.5, 1813, and 1815. 2. The Consultant shall monitor payment of the specified general prevailing rate of per diem wages by the subconsultant by periodic review of the subconsultant's certified payroll records. 3. Upon becoming aware of a subconsultant's failure to pay the specified prevailing rate of wages, the Consultant shall diligently take corrective action to halt or rectify the failure, including, but not limited to, retaining sufficient funds due the subconsultant for performance of the Services. 4. Prior to making final payment to the subconsultant, the Consultant shall obtain an affidavit signed under penalty of perjury from the subconsultant that the subconsultant has paid the specified general prevailing rate oI'per diem wages employees engaged in the performance of the Services and any amounts due pursuant to California Labor Code Section 1813. C. In accordance with California Labor Code Section 1776, the Consultant surd each subconsultant engaged in performance of the Services, shall keep decurate payroll records showing the name, address, social security number, wort: classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed in performance of the Services. Each payroll record shall contain or be verified by a written declaration that it is made under penalty of perjury, stating both of the following: 1. The information contained in die payroll record is true and correct. 2. The employer has complied with the requirements of Sections 1771, 1811, and 1815 for any Services performed by the employer's employees on the public works project. The payroll records required pursuant to California Labor Code Section 1776 shall be certified and shall be available for inspection by the Owner and its authorized representatives, the Division of Labor Standards Enforcement, the Division of Apprenticeship Standards of the Department of Industrial relations and shall otherwise be available for inspection in accordance with California Labor Code Section 1776. Resolution No, 2015 -025 N.C.S. Page 15 D. In accordance with California Labor Code Section 1777.5, the Consultant, an behalf of the Consultant and any subconsultants engaged in performance of the Services, shall be responsible for ensuring compliance with California Labor Code Section 1777.5 governing employment and payment of apprentices on public works contracts. E, In case it becomes necessary for the Consultant or any subconsultant engaged in performance of the Services to employ on the Services any person in a trade or occupation (except executive, supervisory, administrative, clerical, or other non manual workers as such) for which no minimum wage rate has been determined by the Director of the Department of Industrial Relations, the Consultant shall pay the minimum rate of wages specified therein for the classification which most nearly corresponds to Services to be performed by that person. The minimum rate thus furnished shall be applicable as a minimum for such trade or occupation from the time of the initial employment of the person affected and during the continuance of such employment. file name: Resolution No. 2015 -025 N.C.S. Page 16 INSURANCE RE QUIREI MENTS EXHIBIT B -2 Consultant's performance of the Services under this Agreement shall not commence until Consultant shall have obtained all insurance required under this paragraph and such insurance shall have been approved by the City Attorney as to form and the Risk Manager as to carrier and suffi Jency. All requirements herein provided shall appear either in die body of the insurance policies or as endorsements and shall specifically bind the insurance carrier. Consultant shall procure and maintain for the duration of the contract all necessary insurance against claims now and in the future for injuries to persons or damages to property which may arise from or in connection with the performance of the Services by the Consultant, the Consultant's agents, representatives, employees and subcontractors. Required professional liability insurance shall be maintained at the level specified herein for the duration of this Agreement and any extension thereof and for twelve additional months following the Agreement termination or expiration. A. Minimum Scope of Insurance Coverage shall be at least as broad as: 1. Insurance Services Office Commercial General Liability coverage: a. Personal injury; b. Contractual liability. 2. Insurance Services Office form covering Automobile Liability, code l (any auto). 1 Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. 4. Professional Liability insurance. 5. Such other insurance coverages and Iimits as may be required by the City, B. Minimum Limits of Insurance Consultant shall maintain limits no less than: I. General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate liability is used, either the general aggregate limit shall apply separately to this Agreement or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: $1;000,000 per accident for bodily injury and property damage. 3. Employer's Liability: Bodily Injury by Accident - $1,000,000 each accident. Bodily Injury by Disease - $1,000,000 policy limit. Bodily Injury by Disease - $1,000,000 each employee. 4. Professional Liability insurance: $1,000,000. 5. Such other insurance coverages and limits as may be required by the City. C. Deductibles and Self - Insured Retentions Any deductibles or self - insured retentions must be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or Resolution No, 2015 -025 N.C.S. Page 17 self-insured retentions as respects the City, its officers, officials, employees, and volunteers; or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. D. Other insurance Provisions The required general liability and automobile policies are to contain, or be endorsed to contain the following provisions: 1. The City, its officers, officials, employees, agents and volunteers are to be covered as Additional Insureds as respects: liability arising out of activities performed by or on behalf of the Consultant; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; or automobiles owned, leased, hired or borrowed by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, officials, employees, agents or volunteers. 2. For any claims related to this project, the Consultant's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, agents and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, agents or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. 3. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees, agents or volunteers. 4, The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought except, with respect to the limits of the, insurer's liability. 5. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given, to the City. d. Consultant agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors, subcontractors or others involved in any way with the Services to do likewise. E. Acceptabiliq, of Insurers Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:'VII. F, Verification of Coverage Consultant shall furnish the City with original endorsement`s effecting coverage required by this clause. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by the City before the Services commence. Resolution No. 2015 -025 N.C.S. Page 18 EXHIBIT C ACKNOWLEDGEMENT AND CERTIFICATION PURSUANT TO CITY OF PETALUMA. LIVING WAGE ORDINANCE PETALUMA MUNICIPAL CODE CHAPTER 8.36 The City of Petaluma Living Wage Ordinance (`.` Ordinance "), Petaluma Municipal Code Chapter 8.36, applies to certain service contracts, leases, franchises and other agreements or funding mechanisms providing financial assistance (referred to hereafter as an "Agreement") between the City of Petaluma ( "City ") and/or the Petaluma Community Development Commission ( "PCDC ") and contractors, lessees, franchisees, and /or recipients of City and/or PCDC funding or financial benefits ( "covered entities"). Pursuant to Petaluma Municipal Code Section 8.36.120, as part of any bid, application or prop,mal for any Agreement subject to the Ordinance, the covered entity shall: • Acknowledge that the covered entity is aware of the Ordinance and intends.to comply with its provisions. Complete the Report of Charges, Complaints, Citations and /or Findings contained in this Acknowledgement and Certification by providing information, including the date, subject matter and manner of resolution, if any, of all wage, hour, collective bargaining, workplace safety; envirnnmental or consumer protection charges, complaints, citations, and /or findings of violation of law or regulation by any regulatory agency or court including but not limited to the California Department of Fair Employment and Housing, Division of Occupational Safety and Health (OSHA), California Department of Industrial Relations (Labor Commissioner), Environmental Protection Agency and /or National Labor Relations Board, which have been filed or presented to the covered entity within the ten years immediately prior to the bid, proposal, submission or request. Pursuant to Petaluma Municipal Code Section 8.36.120, before the beginning of the term of any covered Agreement, or prior to the execution of said Agreement by the City or the PCDC, each covered entity shall certify that its employees are paid a living wage that is consistent with Petaluma Municipal Code Chapter 8.36. By executing this Acknowledgement and Certification, the covered entity (i) acknowledges that it is aware of the Ordinance and intends to comply with its provisions, (ii) attests to the accuracy and completeness of information provided in the Report of Charges, Complaints, Citations and /or Findings contained herein, (iii) certifies that it pays its covered employees a Living Wage as defined in Petaluma Municipal Code Chapter 8.36 and (iv) attests that the person executing this Acknowledgement and Certification is authorized to bind the covered entity as to the matters covered in this Acknowledgment and Certification. Resolution No. 2015 -025 N.C.S. Page 19 SO ACKNOWLEDGED and CEIM IED: Project or Coniract.I.D: I301-7- �rr,� , /�c l �. �cYLVr cc� rtfC Date: .� - •�� 3 — � 5 (PrintNnine of Covered Entity /Business Capacity) f $y tl /o r ti ev ki fu. n, C(e-L s a (Print Name) (Signn urc) f(s (,F0 ('Title /Cnpaaity.ai'Autitoriod Signor) Resolution No. 2015 -025 N.C.S. Page 20 REPORT OF CI-IARGES,.COMPLAINTS, CITATIONS AND /OR r,INDINGS PV12SUAN'r `1'O PETALUMA MUNICIPAL CODE SECTION 8.36,120 FOREACH WAGF, HOUR, COLLed[VE BARGAINING, WORKPLACE SAFETY, ENVIRONIVIENTAL Olt CONSUMER PROTECTION CHARGE, COMPLAIN'., CITA'I ON, AND /OR FINDING OF VIOLATION OF LAW OR REGULATION BY ANY REGULA.ORY'AOMICY Oft COURT, INCLUDING BUT NOT UMITED'rwrl-lC CALIFORNIA DEPARTMEN'r OF FAIR EMPLOYMENT AND HOUSINO, DIVISION OF OCCUPATIONAL SAFE'L'Y AND HEALTH (OSHA), CALIFORNIA DEPARTNIENT OF INDUSTRIAL RELATIONS (LABOR COMMISSiONBR), rNVIRONMENTAI. PROTECTION AaNCY AND /OR NATIONAL LABORRELATIONS BOARD, WHICH; AFFECTS YOU AS•A PROSPECTIVE CONTRACTOR, SUBCONTRACTOR, LESSEE, FRANCI•IiSEG AND /OR PARTY TO ANY CI'T'Y OF PE'I'ALUMA AND /Olt PETALUMA COMMUNITY DEVELOPMENT COMMISSION- PUJIDED AGREEMENT OR BENEFIT SUBJEC'C TO PETALUMA MUNICIPAL CODE, CHAPTER 836 (LIVING WAGE ORDINANCE), AND v HAS BEEN FILep,OR PRESENTED TO YOU WITHIN TIME TEN YEARS IMMEDIATELY PRIOR TO THE- BID, PROPOSAL, SUBMISSION OR REQUEST FOR WHICH THIS ACKNOWLEDURMUNT AND CE1011--ICATION IS MADE. PLEASE PROVIDE THE DATE, THE RBOULATORY AGENCY OR COURT MAKINO THE CI�IAROE COMPLAINT, CITATION OR FIAmm, THE SUBJECT MA'I`PER AND THE MANNER OF RESOLUTION, IF ANY, FOR EACH SUCH CHARCIF COMPLAINT, CITATION OR FINDING, IF NONE, PLEASE STA'.LT "NONE "; ik/OA/ C- ATTACH ADDITIONAL PAGES IF NEEDED, Date; Reblilutory,Ageney or Gourt;- Subject Matler; Resolution, if tiny; Expected resolli0on, if Imom: Resolution No. 2015 -025 N.C.S. Page 21