Loading...
HomeMy Public PortalAbout2016.102 (05-17-16)RESOLUTION NO. 2016.102 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD APPROVING THE AMENDMENT OF THE EXISTING AGREEMENT WITH MV CHENG & ASSOCIATES AND AUTHORIZING THE MAYOR TO EXECUTE THE AGREEMENT WHEREAS, in March 2016, the City entered into an agreement with MV Cheng & Associates for the purpose of providing temporary staffing services under the City Manager's authority; and WHEREAS, the existing agreement will expire on June 30, 2016 in the amount not -to- exceed $15,000; and WHEREAS, the City's current agreement with MV Cheng & Associates was initially established to provide temporary staffing services in the Finance Department, Water Billing Division for a vacant Account Clerk position; and WHEREAS, the department has identified additional and immediate needs in the areas of payroll and budget. It is more efficient to utilize a firm who has an existing agreement with the City and has been providing outstanding staffing services to the City; and WHEREAS, staff recommends the City Council amend the existing agreement with MV Cheng & Associates to provide temporary staffing services to the City through December 31, 2016; and WHEREAS, The Lynwood Municipal Code Section 6 -3.9 states that in contracts over fifteen thousand dollars in non - emergency situations; departments should utilize a Request for Proposal or Request'- for Qualification process ('RFP /RFQ'); and WHEREAS, Section 6 -3.13 of the LMC provides exemptions for this provision if the City Council shall find, by resolution adopted by not less than four -fifths (4/5) of its members, that such an acquisition may be more economically and efficiently effected through the use of an alternate procedure. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LYNWOOD DOES HEREBY RESOLVE AND DETERMINE AS FOLLOWS: Section 1. The City Council by at least four -fifths (4/5) vote, hereby finds that the acquisition of temporary staffing services may be more economically and efficiently effected by utilizing the services of MV Cheng & Associates based on the outstanding services provided by the staffing firm and to meet the immediate needs in the areas of payroll and budget. Section 2. The Mayor is authorized to execute an agreement with MV Cheng & Associates for a not -to exceed amount of $97,800 through December 31, 2016, approved as to the form by the City Attorney. Section 3. This resolution shall become effective immediately upon its adoption. Section 4. The City Clerk shall certify as to the adoption of this City Council Resolution. PASSED, APPROVED AND ADOPTED this 17th day of May, 2016. ATTEST: l Maria Quinonez, City Clerk APPROVED AS TO FORM: t� 6,1)A4ql� David A. Garcia, City Attorney U Edwin Hernandez Mayor J. Arnoldo Beltran, City Manager APPROVED AS TO CONTENT: Amanda Hall, Finance Director STATE OF CALIFORNIA ) ) SS. COUNTY OF LOS ANGELES ) I, Maria Quinonez, the undersigned, City Clerk of the City of Lynwood, do hereby certify that the foregoing Resolution was passed and adopted by the City Council of the City of Lynwood at a regular meeting held on the 17th day of May, 2016, and passed by the following vote: AYES: COUNCIL MEMBERS SANTILLAN -BEAS, SOLACHE, CASTRO AND MAYOR HERNANDEZ NOES: ALATORRE ABSENT: NONE ABSTAIN: NONE aria Quinonez, City Clerk STATE OF CALIFORNIA ) ) SS. COUNTY OF LOS ANGELES ) I, Maria Quinonez, the undersigned, City Clerk of the City of Lynwood, and the Clerk of the City Council of said City, do hereby certify that the above foregoing is a full, true and correct copy of Resolution No. 2016.102 on file in my office and that said Resolution was adopted on the date and by the vote therein stated. Dated this 17th day of May, 2016. r- Maria Quinonez, City Clerk AMENDMENT TO THE MUNICIPAL STAFFING AGREEMENT This amendment to the agreement ( "Agreement ") is made as of May 17, 2016 by and between the City of Lynwood, a municipal corporation ( "City ") and MV Cheng & Associates, a California corporation ( "Staffing Firm "). City and Staffing Firm are sometimes hereinafter individually referred to as a "Party" and collectively referred to as the "Parties." RECITALS WHEREAS, City desires to utilize the services of Staffing Firm as an independent contractor to provide Temporary Staffing Services to City as set forth in the attached Exhibit A; and WHEREAS, Staffing Firm represents that it is fully qualified to perform such consulting services by virtue of its experience and the training, education and expertise of its principals and employees. NOW, THEREFORE, in consideration of performance by the parties of the covenants and conditions herein contained, the parties hereto agree as follows: 1. Staffing Firm's Services. A. Scope of Services. The nature and scope of the specific services to be performed by Staffing Firm are as described in Exhibit A. B. Time of Performance. Staffing Firm shall complete the specific services according to the schedule of performance which is also set forth in Exhibit A. 2. Term of Agreement This Agreement shall commence on March 28, 2016 (the "Commencement Date ") and shall terminate on December 31, 2016 (the 'Termination Date "), unless sooner terminated pursuant to the provisions of this Agreement. In the event the Parties do not enter into a new agreement prior to the Termination Date, this Agreement shall continue on a month -to -month basis under the same terms for a period not to exceed three months following the Termination Date. If the Parties execute no new agreement by the end of the three -month period following the Termination Date, this Agreement shall terminate at the end of such three -month period. 3. Compensation. A. City agrees to compensate Staffing Firm for services under this Agreement in compliance with the schedule set forth in Exhibit A. Payment will be made only after submission of proper monthly invoices in the form and manner specified by City. Each invoice shall include a monthly breakdown of all monthly services performed together with the hours spent on each service. The Staffing Firm shall maintain appropriate and necessary documentation supporting the monthly invoices detailing the type of service provided. It shall be available for review by the City at all reasonable times upon request. City shall endeavor to pay invoices bearing correct and authorized charges within forty five days (45) days of the date they are received; however, Staffing Firm acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. City shall not be responsible to Staffing Firm for any additional charges, interest or penalties due to a failure to pay within such period. B. Total payment to Staffing Firm pursuant to this Agreement shall be set at a not to exceed maximum compensation of NINETY -SEVEN THOUSAND EIGHT HUNDRED ($97,800), at the specified rate in Exhibit A, which shall be payable as set forth in the Scope of Services, Time Performance, and Compensation Schedule in the attached Exhibit A, and which includes any request for reimbursement, if any, submitted pursuant to Section C, below. C. If at the request of the City, Staffing Firm is required to incur out of pocket expenses (including but not limited to, out -of -town travel and lodging) which are above and beyond the ordinary expenses associated with performance of this Agreement; Staffing Firm shall be entitled to reimbursement of such expenses. Staffing Firm shall only be reimbursed for those expenses which: (1) appear on Staffing Firm's monthly invoices; (II) are accompanied by a copy of the City's written authorization for Staffing Firm to incur such expenses; and (III) receipts documenting such expenses. 4. General Terms and Conditions. The General Terms and Conditions set forth in Exhibit B are incorporated as part of this Agreement. In the event of any inconsistency between the General Terms and Conditions and any other exhibit to this Agreement, the General Terms and Conditions shall control unless it is clear from the context that both parties intend the provisions of the other exhibit(s) to control. 5. Addresses. City of Lynwood City of Lynwood 11330 Bullis Road Lynwood, CA 90262 Attn: J. Arnoldo Beltran, City Manager Staffing Firm MV Cheng & Associates 2021 Oakdale Street Pasadena, CA 91107 Attn: Misty Cheng, President & CEO 6. Exhibits. All exhibits referred to in this Agreement are listed here and are incorporated and made part of this Agreement by this reference. Exhibit A — Scope of Services, Time of Performance and Compensation Schedule (one (1) page). Exhibit B — General Terms and Conditions (nine (9) pages) Municipal Staffing Agreement. SIGNATURES ON FOLLOWING PAGE IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates written below. CITY CITY OF LYNWOOD By: Edwin Hernandez, M or Date STAFFING FIRM MV CHENG & ASSOCIATES By: / V, �t4 S -5 -fib Misty Cheng, Presjde CEO Date Uve-111X.5 BY: 41A��2 -6b 1 Luo Maria Quinonez, City Clerk Date APPROVED AS TO FORM: By: ✓ k 6na�% S I l g f/4 David A. Garcia, City Attorney Date EXHIBIT A SCOPE OF SERVICES, TIME OF PERFORMANCE AND COMPENSATION SCHEDULE 1. Scope of Services Staffing Firm's Duties and Responsibilities Staffing Firm will: Recruit, screen, interview, and assign its employees ( "Assigned Employees ") to perform the type of work described on Exhibit A under City's supervision at the locations specified on Exhibit A; selection of candidate will be made by the City. Pay Assigned Employees' wages and provide them with the benefits that Staffing Firm offers them. Pay, withhold, and transmit payroll taxes; provide unemployment insurance and workers' compensation benefits; and handle unemployment and workers' compensation claims involving Assigned Employees. Hold full responsibility of any potential health -care liabilities for Assigned Employees that are considered 'full -time employees' under the Affordable Care Act. 2. Time of Performance This Agreement shall commence on March 28, 2016 (the "Commencement Date ") and shall terminate on December 31, 2016 (the "Termination Date "), unless sooner terminated pursuant to the provisions of this Agreement. 3. Compensation Schedule Staffing Firm agrees to provide temporary staffing to the City of Lynwood Finance & Administration Department at a rate of $25.00 to $45.00 per hour, depending on the skills and experience of the assigned employee and not to exceed a maximum compensation of $97,800. EXHIBIT B Municipal Staffing Agreement GENERAL TERMS AND CONDITIONS 1. Status as Independent Staffing Firm. A. Staffing Firm is, and shall at all times remain as to City, a wholly independent Staffing Firm. Staffing Firm shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act on behalf of City as an agent. Neither City nor any of its agents shall have control over the conduct of Staffing Firm or any of Staffing Firm's permanent employees, except as set forth in Exhibit A. Staffing Firm shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of City. B. Staffing Firm agrees to pay all required taxes on amounts paid to Staffing Firm under this Agreement, and to indemnify and hold City harmless from any and all taxes, assessments, penalties, and interests asserted against City by reason of the independent Staffing Firm relationship created by this Agreement. In the event that City is audited by any Federal or State agency regarding the independent Staffing Firm status of Staffing Firm and the audit in any way fails to sustain the validity of a wholly independent Staffing Firm relationship between City and Staffing Firm, then Staffing Firm agrees to reimburse City for all costs, including accounting and attorney's fees, arising out of such audit and any appeals relating thereto. C. Staffing Firm shall fully comply with the workers' compensation law regarding Staffing Firm and Staffing Firm's employees. Staffing Firm further agrees to indemnify and hold City harmless from any failure of Staffing Firm to comply with applicable worker's compensation laws. City shall have the right to offset against the amount of any fees due to Staffing Firm under this Agreement any amount due to City from Staffing Firm as a result of Staffing Firm's failure to promptly pay to City any reimbursement or indemnification arising under this Section 1. 2. Standard of Performance and City Responsibilities A. Staffing Firm shall perform all work to the highest professional standards and in a manner reasonably satisfactory to the City Manager or his /her designee. The City Manager or his /her designee may from time to time assign additional or different tasks or services to Staffing Firm, provided such tasks are within the scope of services described in Exhibit A. However, no additional or different tasks or services shall be performed by Staffing Firm other than those specified in Exhibit A, or those so assigned in writing to Staffing Firm by the City Manager or his /her designee. B. The Department of Finance and Administration shall, until further notice to Staffing Firm, administer this Agreement and provide for immediate supervision of Staffing Firm with respect to the services to be provided hereunder. C. Staffing Firm will file the claims with the information provided by City and shall make reasonable review and inquiry of the City prior to assuming that all information and materials provided by City are correct and complete. Staffing Firm shall only file claims for which adequate records or documentation have been provided by City. Claims shall not be filed for amounts that do not exceed one thousand ($1,000) dollars, pursuant to State guidelines. D. City agrees to provide all information needed to complete the claims three weeks prior to the established State Claiming deadline, or two weeks after the data has been requested in writing by the Staffing Firm, whichever date occurs first. If information has been received in a timely manner, Staffing Firm agrees to complete and file the claim(s) on or before the claiming deadline established for submitting such claims to the State of California. E. If data is not provided in a timely manner and Staffing Firm is unable to complete the claims, the claims shall be submitted late, when allowed by the State. City understands that late claims are subject to a 10% penalty up to a year after the original due date. City understands that the State does not allow that claims be submitted more than a year after the original due date. F. Staffing Firm shall not be responsible for late penalties or for the loss of claiming opportunities which are caused by the City's failure to provide timely or adequate information to Staffing Firm. Staffing Firm shall not be liable for any claims not filed due to City's provision of incomplete, insufficient, or late information. The Staffing Firm shall in no way be liable for reductions and disallowances made by the State, unless such reductions or disallowances are the result of Staffing Firm's negligence. 3. Indemnification. A. Staffing Firm is skilled in the professional calling necessary to perform the services and duties agreed to be performed under this Agreement, and City is relying upon the skill and knowledge of Staffing Firm to perform said services and duties. Due to the specific nature of the services being provided by the Staffing Firm, the Staffing Firm does not represent nor warrant that the State will approve any request for reimbursement submitted by City. The Staffing Firm agrees to use best efforts to seek approval for each request for reimbursement, however, City understands that disallowances or reductions may occur as a result of, but not limited to, differences in interpretation of the scope of the mandates, insufficient or inadequate documentation, and /or insufficient or inadequate proof of costs incurred. For these reasons, the Staffing Firm cannot and will not be held liable for the reduction or denial of any request for reimbursement. Liability of Staffing Firm to City or duty of Staffing Firm to indemnify City with regard to all work and services performed or provided by Staffing Firm for City under the Agreement shall be limited to the total fee actually paid by City to Staffing Firm under the applicable Proposed Scope of Work. Under no circumstances shall Staffing Firm have any liability to City in excess of the amount of such fees or compensation. City acknowledges and agrees that but for the above limitation or liability, Staffing Firm would not be able to provide the services for City under this Agreement for the prices applicable to the Agreement, and that this limitation of liability is reasonable. B. City and its respective elected and appointed boards, officials, officers, agents, employees and volunteers (individually and collectively, "Indemnitees") shall have no liability to Staffing Firm or any other person 'for, and Staffing Firm shall indemnify, defend, protect and hold harmless Indemnitees from and against, any and all liabilities, claims, actions, causes of action, proceedings, suits, damages, judgments, liens, levies, costs and expenses of whatever nature, including reasonable attorneys' fees and disbursements (collectively "Claims "), which Indemnitees may suffer or incur or to which Indemnitees may become subject by reason of or arising out of any injury to or death of any person(s), damage to property, loss of use of property, economic loss or other loss occurring as a result of or allegedly caused by the Staffing Firm's performance of or failure to perform any services under this Agreement or by the negligent or willful acts or omissions of Staffing Firm, its agents, officers, directors, subcontractor, subconsultant or employees, committed in performing any of the services under this Agreement. Notwithstanding the foregoing, the provisions of this subsection shall not apply to Claims occurring as a result of the City's sole negligence or willful acts or omissions. C. Staffing Firm agrees to obtain executed indemnity agreements with provisions identical to those set forth in this Section from each and every subcontractor, subStaffing Firm or any other person or entity involved by, for, with or on behalf of Staffing Firm in the performance of this Agreement. In the event Staffing Firm fails to obtain such indemnity obligations from others as required in this Section, Staffing Firm agrees to be fully responsible according to the terms of this Section. Failure of the City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend Indemnitees as set forth herein shall survive the termination of this Agreement and is in addition to any rights which City may have under the law. This indemnity is effective without reference to the existence or applicability of any insurance coverage which may have been required under this Agreement or any additional insured endorsements which may extend to City. D. Staffing Firm represents to the City, and City relies on Staffing Firm's representations, that Staffing Firm shall serve solely in the capacity of an independent contractor to the City. Neither the City nor any of its agents will have control over the conduct of the Staffing Firm or any of the Staffing Firm's employees, except as otherwise set forth in the Agreement. The Staffing Firm may not, at any time or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of the City. The City has no duty, obligation or responsibility to the Staffing Firm's agents or employees, including the Affordable Care Act coverage requirements. The Staffing Firm is solely responsible for any tax penalties associated with the failure to offer affordable coverage to its agents and employees under the Affordable Care Act with respect to the Staffing Firm's agents and employees. Staffing Firm warrants and represents that the City will not responsible and will not be held liable for issues related to the Staffing Firm's status as an independent contract, including Staffing Firm's failure to comply with the Staffing Firm's duties, obligations, and responsibilities under the Affordable Care Act. The Staffing Firm agrees to defend, indemnify, and hold the City harmless for any and all taxes, claims, and penalties against the City related to the Staffing Firm's obligations under the Affordable Care Act. 4. Insurance. A. Without limiting Staffing Firm's indemnification of Indemnities pursuant to Section 3 of this Agreement, Staffing Firm shall obtain and provide and maintain at its own expense during the term of this Agreement the types and amounts of insurance as described below: (1) Commercial General Liability Insurance using Insurance Services Office Commercial General Liability Form CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits shall be no less than $1,000,000 per occurrence for all covered losses and no less than $2,000,000 general aggregate. (II) Business Auto Coverage on ISO Business Auto Coverage Form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent. Limits shall be no less than $1,000,000 per accident, combined single limit. If Staffing Firm owns no vehicles, this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described in the preceding subsection. If Staffing Firm or Staffing Firm's employees will use personal autos in any way on this project, Staffing Firm shall provide evidence of personal auto liability coverage for each such,person. (III) If required by California law, Workers' Compensation insurance on a state approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident for all covered losses; (IV) Professional Liability or Errors and Omissions Insurance as appropriate to the profession, written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Staffing Firm and "Covered Professional Services" as designated in the policy must specifically include work performed under this Agreement. The policy limit shall be not less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this Agreement. B. City, its officers, officials, employees and volunteers shall be named as additional insureds on the policy(ies) as to commercial general liability and automotive liability. C. All insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the state of California with a Best's rating of no less thanA:Vll. D. All insurance policies shall provide that the insurance coverage shall not be non - renewed, canceled, reduced, or otherwise modified (except through the addition of additional insureds to the policy) by the insurance carrier without the insurance carrier giving City thirty (30) days' prior written notice thereof. Any such thirty (30) day notice shall be submitted to CITY via certified mail, return receipt requested, addressed to "Director of Human Resources & Risk Management," City of Lynwood, 11330 Bullis Road, Lynwood, California, 90262. Staffing Firm agrees that it will not cancel, reduce or otherwise modify said insurance coverage. E. Staffing Firm shall submit to City (1) insurance certificates indicating compliance with the minimum worker's compensation insurance requirements above, and (11) insurance policy endorsements indicating compliance with all other minimum insurance requirements above, not less than one (1) day prior to beginning of performance under this Agreement. Endorsements shall be executed on City's appropriate standard forms entitled "Additional Insured Endorsement ". F. The Staffing Firm's insurance shall be primary as respects the City, its officers, officials, employees and volunteers. Any insurance or self- insurance maintained by the City, its officers, officials, employees and volunteers shall be excess of the Staffing Firm's insurance and shall not contribute with it. G. Staffing Firm agrees that if it does not keep the aforesaid insurance in full force and effect, and such insurance is available at a reasonable cost, City may take out the necessary insurance and pay the premium thereon, and the repayment thereof shall be deemed an obligation of Staffing Firm and the cost of such insurance may be deducted, at the option of City, from payments due Staffing Firm. 5. Confidentiality. Staffing Firm in the course of its duties may have access to confidential data of City, private individuals, or employees of the City. Staffing Firm covenants that all data, documents, discussion, or other information developed or received by Staffing Firm or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Staffing Firm without written authorization by City. City shall grant such authorization if disclosure is required by law. All City data shall be returned to City upon the termination of this Agreement. Staffing Firm's covenant under this section shall survive the termination of this Agreement. 6. Ownership of Work Product. All reports, documents or other written material developed by Staffing Firm in the performance of this Agreement shall be and remain the property of City without restriction or limitation upon its use or dissemination by City. Such material shall not be the subject of a copyright application by Staffing Firm. The provisions of this paragraph shall not apply to computerized claim forms and other proprietary software and materials (the "Staffing Firm Proprietary Materials "), which are solely owned by Staffing Firm. Such Staffing Firm Proprietary Materials shall be clearly marked, designated or labeled by Staffing Firm, and City agrees not to use or distribute any such Staffing Firm Proprietary Materials without written permission of Staffing Firm. 7. Conflict of Interest. A. Staffing Firm covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the services to be performed by Staffing Firm under this Agreement, or which would conflict in any manner with the performance of its services hereunder. Staffing Firm further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Staffing Firm shall avoid the appearance of having any interest which would conflict in any manner with the performance of its services pursuant to this Agreement. B. Staffing Firm covenants not to give or receive any compensation, monetary or otherwise, to or from the ultimate vendor(s) of services to City as a result of the performance of this Agreement, or the services that may be procured by the City as a result of the recommendations made by Staffing Firm. Staffing Firm's covenant under this section shall survive the termination of this Agreement. 8. Termination. Notwithstanding any other provision, this Agreement may be duly terminated at any time by the City at its sole discretion with or without cause. Unless expressly agreed upon in writing by the City, the City shall not be obligated to pay for any services rendered nor any costs or expenses paid or incurred after the date of termination. The effective date of termination shall be upon the date specified in the written Notice of Termination. Staffing Firm agrees that in the event of such termination, City's obligation to pay Staffing Firm shall be limited to payment only for those services satisfactorily rendered prior to the effective date of termination. Immediately upon receiving written notice of termination, Staffing Firm shall discontinue performing services, preserve the product of the services and upon payment for services, turn over to City the product of the services in accordance with written instructions of City. 9. Personnel. Staffing Firm represents that it has, or will secure at its own expense, all personnel required to perform the services under this Agreement. All of the services required under this Agreement will be performed by Staffing Firm or under its supervision, and all personnel engaged in the work shall be qualified to perform such services. Staffing Firm reserves the right to determine the assignment of its own employees to the performance of Staffing Firm's services under this Agreement, but City reserves the right, for good cause, to require Staffing Firm to exclude any employee from performing services on City's premises. 10. Financial Condition. Prior to entering into this Agreement, Staffing Firm has submitted documentation acceptable to the City Manager, establishing that it is financially solvent, such that it can reasonably be expected to perform the services required by this Agreement. Within thirty (30) days of the first anniversary of the effective date of this Agreement, and each year thereafter throughout the term of this Agreement, Staffing Firm shall submit such financial information as may be appropriate to establish to the satisfaction of the City Manager that Staffing Firm is in at least as sound a financial position as was the case prior to entering into this Agreement. Financial information submitted to the City Manager shall be returned to Staffing Firm after review and shall not be retained by City. 11. Non - Discrimination and Equal Employment Opportunity. A. Staffing Firm shall not discriminate as to race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation, in the performance of its services and duties pursuant to this Agreement, and will comply with all rules and regulations of City relating thereto. Such nondiscrimination shall include but not be limited to the following: employment, upgrading, demotion, transfers, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. B. Staffing Firm will, in all solicitations or advertisements for employees placed by or on behalf of Staffing Firm state either that it is an equal opportunity employer or that all qualified applicants will receive consideration for employment without regard to race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation. C. Staffing Firm will cause the foregoing provisions to be inserted in all subcontracts for any work covered by this Agreement except contracts or subcontracts for standard commercial supplies or raw materials. 12. Assignment. Staffing Firm shall not assign or transfer any interest in this Agreement nor the performance of any of Staffing Firm's obligations hereunder, without the prior written consent of City, and any attempt by Staffing Firm to assign this Agreement or any rights, duties, or obligations arising hereunder shall be void and of no effect. 13. Performance Evaluation. For any Agreement in effect for twelve months or longer, a written annual administrative performance evaluation shall be required within ninety (90) days of the first anniversary of the effective date of this Agreement, and each year thereafter throughout the term of this Agreement. The work product required by this Agreement shall be utilized as the basis for review, and any comments or complaints received by City during the review period, either orally or in writing, shall be considered. City shall meet with Staffing Firm prior to preparing the written report. If any noncompliance with the Agreement is found, City may direct Staffing Firm to correct the inadequacies, or, in, the alternative, may terminate this Agreement as provided herein. 14. Compliance with Laws. Staffing Firm shall keep itself informed of State, Federal and Local laws, ordinances, codes and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Staffing Firm shall at all times comply with such laws, ordinances, codes and regulations. The City, its officers and employees shall not be liable at law or in equity occasioned by failure of Staffing Firm to comply with this Section. 15. Licenses. At all times during the term of this Agreement, Staffing Firm shall have in full force and effect all licenses (including a City business license) required of it by law for performance of the services hereunder. 16. Non - Waiver of Terms, Rights and Remedies. Waiver by either party of any one or more of the conditions of performance under this Agreement shall not be a waiver of any other condition of performance under this Agreement. In no event shall the making by City of any payment to Staffing Firm constitute or be construed as a waiver by City of any breach of covenant, or any default which may then exist on the part of Staffing Firm, and the making of any such payment by City shall in no way impair or prejudice any right or remedy available to City with regard to such breach or default. 17. Attorney's Fees. In the event that either party to this Agreement shall commence any legal or equitable action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action or proceeding shall be entitled to recover its costs of suit, including reasonable attorney's fees and costs, including costs of expert witnesses and Staffing Firms. 18. Notices. Any notices, bills, invoices, or reports required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during Staffing Firm's regular business hours or by facsimile before or during Staffing Firm's regular business hours; or (b) on the third business day following deposit in the United States mail, postage prepaid, to the addresses heretofore set forth in the Agreement, or to such other addresses as the parties may, from time to time, designate in writing pursuant to the provisions of this section. 19. Governing Law. This Agreement shall be interpreted, construed and enforced in accordance with the Jaws of the State of California. 20. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be the original, and all of which together shall constitute one and the same instrument. 21. Severability. If any provision or any part of any provision of this Agreement is found to be invalid or unenforceable, the balance of this Agreement shall remain in full force and effect. 22. Entire Agreement. This Agreement, and any other documents incorporated herein by specific reference, represents the entire and integrated agreement between Staffing Firm and City. This Agreement supersedes all prior oral or written negotiations, representations or agreements. This Agreement may not be amended, nor any provision or breach hereof waived, except in a writing signed by the Parties which expressly refers to this Agreement. Amendments on behalf of the City will only be valid if signed by the Mayor and attested by the City Clerk. 23. Authority. The person or persons executing this Agreement on behalf of Staffing Firm warrants and represents that he /she has the authority to execute this Agreement on behalf of the Staffing Firm and has the authority to bind Staffing Firm to the performance of its obligations hereunder.