agenda ----october 27, 2009 alameda county sociaiservices ... · 5. workers' compensation:...

----AGENDA October 27, 2009

Alameda County

SociaIServices Thomas L. Berkley Square 2000 San Pablo Avenue, Oakland, CA 94612 510-271-9100 I Fax: 510-271-9108

Yolanda Baldovinos [email protected] Agency Director www.alamedasocialservices.org

Agency

September 21, 2009

Honorable Board of Supervisors Administration Building Oakland, CA 94612

Dear Board Members:

SUBJECT: Approval and authority for new FY 2009-2010 Payroll/Employer Agent Services Contracts

RECOMMENDATION:

It is recommended that your Board Approve and authorize the President of the Board to sign and execute new Standard Agreements for delivery of short-term payroll and Employer Agent service delivery to CalWORKs participants in Paid Work Experience Activities with:

• Paradigm Staffing Solutions, Procurement # 4658, (Principal: Kelvin Marshall, President; Location: Oakland, CA) in the amount of$135,720 for the period of November 1,2009December 31, 2009; and,

• HR Management, Inc., Procurement # 4634, (Principal: Clarence Hunt, President; Location: Oakland, CA) in the amount of $201,240 for the period of November 1, 2009 December 31, 2009

SUMMARY/DISCUSSION:

This letter requests action by your Board to approve new standard services agreements with Paradigm Staffing Solutions and HR Management, Inc for short term payroll/Employer Agent Services for CalWORKs clientele participating in SSA's FY 2009-2010 Paid Work Experience Service Program (PWEX). Both vendors are currently SLEB certified. SSA is implementing this new project with funding through the American Recovery and Reinvestment ACT (ARRA)-specifically from TANF-Emergency Contingency Funds (ECF), for TANF (CalWORKs) Subsidized Employment Services. These contracts are being recommended to allow the new PWEX services to be implemented by November 1, 2009 pending award recommendations for your Board's approval from a newly released FY 2009-2010 Employer Agent RFP procurement which is due for completion by December, 2009.

mailto:[email protected]

Honorable Board Members - 2 - September 22, 2009

The selected Contractors' role will be to act as the fiscal interrnediary--Employer of Record for the CalWORKs recipients enrolled in the Paid Work Experience program. The primary responsibility is to insure that approximately 160 CalWORKs participants receive scheduled payroll checks during regular pay periods. Wages will be based on CalWORKs participants working 20 to 24 hours each week at non-profit and governrnent agencies. Paradigm will provide Employer Agent Services for the South Alameda County PWEX program, while HR Management will provide Employer Agent Services for the North County PWEX program.

SELECTION CRITERIAIPROCESS:

SSA is recommending your Board's approval for new contracts with both Paradigm and HR Management based on previous Board approval and authorization (January 10, 2006, File #20455, Item, 11B) of awards resulting from an RFP process for Payroll Services contracts completed by GSA for County Human Resource Services. This RFP authority period has been extended by your Board through 2010.

FINANCING:

Funding for this contract is included in the FY 2009-10 budget. There is no impact to net County cost.

~t~ ~OVinOS

Agency Director

Attachment: 2 sets of (5) standard service agreements documents for Board President signature

c: County Auditors Office County Administrator's Office County Counsel

V:\BoardLetters\2009\1O.27.09 - Employer Agent Board letter

--------Contract No.

COUNTY OF ALAMEDA STANDARD SERVICES AGREEMENT

This Agreement, dated as of , 2009, is by and between the County of Alameda, hereinafter referred to as the "County", and Paradigm Staffing Solutions hereinafter referred to as the "Contractor".

WITNESSETH

Whereas, County desires to obtain Payrolling services which are more fully described in Exhibit .AandB;

Whereas, Contractor is professionally qualified to provide such services and is willing to provide same to County; and

Now, therefore it is agreed that County does hereby retain Contractor to provide Payrolling Services, and Contractor accepts such engagement, on the General Terms and Conditions hereinafter specified in this Agreement, the Additional Provisions attached hereto, and the following described exhibits, all of which are incorporated into this Agreement by this reference:

Exhibit A Definition of Services Exhibit B Payment Terms Exhibit C Insurance Requirements Exhibit D Debarment and Suspension Certification Exhibit E Contract Compliance Reporting Requirements

The term ofthis Agreement shall be from November 1,2009 through December 31,2009.

The compensation payable to Contractor hereunder shall not exceed one hundred thirty five thousand seven hundred twenty dollars ($135, 720.00) for the term of this Agreement.

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Contract No. _

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

COUNTY OF ALAMEDA

By: _ Signature

Name: _ (Printed)

Title: President of the Board of Supervisors

Approved as to Form:

By: _ County Counsel Signature

;:tlJ~ro\,'~~ ~s to Form hIC!'-tARCJ E WINNIE, Co Counsel

:jy-~-.t:::2L. 'M0~_~=---c

CONTRACTOR/COMPANY NAME

Name: Kelvin Marshall (Printed)

Title: President, Paradigm Staffing Solutions

Date: /t1~7 7

By signing above, signatory warrants and represents that he/she executed this Agreement in hislher authorized capacity and that by hislher signature on this Agreement, he/she or the entity upon behalf of which he/she acted, executed this Agreement

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GENERAL TERMS AND CONDITIONS

1. INDEPENDENT CONTRACTOR: No relationship of employer and employee is created by this Agreement; it being understood and agreed that Contractor is an independent contractor. Contractor is not the agent or employee of the County in any capacity whatsoever, and County shall not be liable for any acts or omissions by Contractor nor for any obligations or liabilities incurred by Contractor.

Contractor shall have no claim under this Agreement or otherwise, for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance medical care, hospital care, retirement benefits, social security, disability, Workers' Compensation, or unemployment insurance benefits, civil service protection, or employee benefits of any kind.

Contractor shall be solely liable for and obligated to pay directly all applicable payroll taxes (including federal and state income taxes) or contributions for unemployment insurance or old age pensions or annuities which are imposed by any governmental entity in connection with the labor used or which are measured by wages, salaries or other remuneration paid to its officers, agents or employees and agrees to indemnify and hold County hannless from any and all liability which County may incur because of Contractor's failure to pay such amounts.

In carrying out the work contemplated herein, Contractor shall comply with all applicable federal and state workers' compensation and liability laws and regulations with respect to the officers, agents and/or employees conducting and participating in the work; and agrees that such officers, agents, and/or employees will be considered as independent contractors and shall not be treated or considered in any way as officers, agents and/or employees of County.

Contractor does, by this Agreement, agree to perform hislher said work and functions at all times in strict accordance with currently approved methods and practices in hislher field and that the sole interest of County is to insure that said service shall be performed and rendered in a competent, efficient, timely and satisfactory manner and in accordance with the standards required by the County agency concerned.

Notwithstanding the foregoing, if the County detennines that pursuant to state and federal law Contractor is an employee for purposes of income tax withholding, County may upon two week's notice to Contractor, withhold from payments to Contractor hereunder federal and state income taxes and pay said sums to the federal and state governments

2. INDEMNIFICATION: To the fullest extent permitted by law, Contractor shall hold harmless, defend and indemnify the County of Alameda, its Board of Supervisors, employees and agents from and against any and all claims, losses, damages, liabilities and expenses, including but not limited to attorneys' fees, arising out of or resulting from the performance of services under this Agreement, provided that any such claim, loss, damage, liability or expense is attributable to bodily injury, sickness, disease, death or to injury to or destruction of property, including the loss there from, or to any violation of federal, state or municipal law or regulation, which arises out of or is any way connected with the perfonnance of this agreement (collectively "Liabilities") except where such Liabilities are caused solely by the negligence or willful misconduct ofany indemnitee. The County may participate in the defense of any such claim without relieving Contractor of any obligation hereunder.

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In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement is determined by a court of competent jurisdiction or the Alameda County Employees' Retirement Association (ACERA) or California Public Employees' Retirement System (PERS) to be eligible for enrollment in ACERA and PERS as an employee of County, Contractor shall indemnify, defend, and hold harmless County for the payment of any employee and/or employer contributions for ACERA and PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of County.

3. INSURANCE AND BOND: Contractor shall at all times during the term of the Agreement with the County maintain in force those insurance policies and bonds as designated in the attached Exhibit C, and will comply with all those requirements as stated therein.

4. PREVAILING WAGES: Pursuant to Labor Code Sections 1770 et seq., Contractor shall pay to persons performing labor in and about Work provided for in Contract not less than the general prevailing rate of per diem wages for work of a similar character in the locality in which the Work is performed, and not less than the general prevailing rate of per diem wages for legal holiday and overtime work in said locality, which per diem wages shall not be less than the stipulated rates contained in a schedule thereof which has been ascertained and determined by the Director of the State Department of Industrial Relations to be the general prevailing rate of per diem wages for each craft or type of workman or mechanic needed to execute this contract.

5. WORKERS' COMPENSATION: Contractor shall provide Workers' Compensation insurance, as applicable, at Contractor's own cost and expense and further, neither the Contractor nor its carrier shall be entitled to recover from County any costs, settlements, or expenses of Workers' Compensation claims arising out of this Agreement.

6. CONFORMITY WITH LAW AND SAFETY:

a. In performing services under this Agreement, Contractor shall observe and comply with all applicable laws, ordinances, codes and regulations of governmental agencies, including federal, state, municipal, and local governing bodies, having jurisdiction over the scope of services, including all applicable provisions of the California Occupational Safety and Health Act. Contractor shall indemnify and hold County harmless from any and all liability, fines, penalties and consequences from any of Contractor's failures to comply with such laws, ordinances, codes and regulations.

b. Accidents: If a death, serious personal injury or substantial property damage occurs in connection with Contractor's performance of this Agreement, Contractor shall immediately notify the Alameda County Risk Manager's Office by telephone. Contractor shall promptly submit to County a written report, in such form as may be required by County of all accidents which occur in connection with this Agreement. This report must include the following information: (1) name and address of the injured or deceased person(s); (2) name and address of Contractor's sub-Contractor, if any; (3) name and address of Contractor's liability insurance carrier; and (4) a detailed description of the accident and whether any of County's equipment, tools, material, or staff were involved.

c. Contractor further agrees to take all reasonable steps to preserve all physical evidence and infonnation which may be relevant to the circumstances surrounding a potential claim, while maintaining public safety, and to grant to the County the opportunity to review and inspect such evidence, including the scene of the accident.

7. DEBARMENT AND SUSPENSION CERTIFICATION: (Applicable to all agreements funded in part or whole with federal funds and contracts over $25,000).

a. By signing this agreement and Exhibit D, Debarment and Suspension Certification, Contractor/Grantee agrees to comply with applicable federal suspension and debarment regulations, including but not limited to 7 Code ofFederal Regulations (CFR) 3016.35, 28 CFR 66.35,29 CFR 97.35, 34 CFR 80.35, 45 CFR 92.35 and Executive Order 12549.

b. By signing this agreement, Contractor certifies to the best of its knowledge and belief, that it and its principals:

(1) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntary excluded by any federal department or agency;

(2) Shall not knowingly enter into any covered transaction with a person who is proposed for debarment under federal regulations, debarred, suspended, declared ineligible, or voluntarily excluded from participation in such transaction.

8. PAYMENT: For services perfonned in accordance with this Agreement, payment shall be made to Contractor as provided in Exhibit B hereto.

9. TRAVEL EXPENSES: Contractor shall not be allowed or paid travel expenses unless set forth in this Agreement.

10. TAXES: Payment of all applicable federal, state, and local taxes shall be the sole responsibility of the Contractor.

11. OWNERSHIP OF DOCUMENTS: Contractor hereby assigns to the County and its assignees all copyright and other use rights in any and all proposals, plans, specification, designs, drawings, sketches, renderings, models, reports and related documents (including computerized or electronic copies) respecting in any way the subject matter of this Agreement, whether prepared by the County, the Contractor, the Contractor's sub-Contractors or third parties at the request of the Contractor (collectively, "Documents and Materials"). This explicitly includes the electronic copies of all above stated documentation.

Contractor also hereby assigns to the County and its assignees all copyright and other use rights in any Documents and Materials including electronic copies stored in Contractor's Infonnation System, respecting in any way the subject matter of this Agreement.

Contractor shall be pennitted to retain copies, including reproducible copies and computerized copies, of said Documents and Materials. Contractor agrees to take such further steps as may be reasonably requested by County to implement the aforesaid assignment. If for any reason said assignment is not effective, Contractor hereby grants the County and any assignee of the County an express royalty - free license to retain and use said Documents and Materials. The

Revised 4/30/09 7

County's rights under this paragraph shall apply regardless of the degree of completion of the Documents and Materials and whether or not Contractor's services as set forth in Exhibit "A" of this Agreement have been fully performed or paid for.

In Contractor's contracts with other Contractors, Contractor shall expressly obligate its SubContractors to grant the County the aforesaid assignment and license rights as to that Contractor's Documents and Materials. Contractor agrees to defend, indemnifY and hold the County harmless from any damage caused by a failure of the Contractor to obtain such rights from its Contractors and/or Sub-Contractors.

Contractor shall pay all royalties and license fees which may be due for any patented or copyrighted materials, methods or systems selected by the Contractor and incorporated into the work as set forth in Exhibit "A", and shall defend, indemnifY and hold the County harmless from any claims for infringement of patent or copyright arising out of such selection. The County's rights under this Paragraph 11 shall not extend to any computer software used to create such Documents and Materials.

12. CONFLICT OF INTEREST; CONFIDENTIALITY: The Contractor covenants that it presently has no interest, and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of services required under this Agreement. Without limitation, Contractor represents to and agrees with the County that Contractor has no present, and will have no future, conflict of interest between providing the County services hereunder and any other person or entity (including but not limited to any federal or state wildlife, environmental or regulatory agency) which has any interest adverse or potentially adverse to the County, as determined in the reasonable judgment of the Board of Supervisors of the County.

The Contractor agrees that any information, whether proprietary or not, made known to or discovered by it during the performance of or in connection with this Agreement for the County will be kept confidential and not be disclosed to any other person. The Contractor agrees to immediately notifY the County by notices provided in accordance with Paragraph 13 of this Agreement, if it is requested to disclose any information made known to or discovered by it during the performance of or in connection with this Agreement. These conflict of interest and future service provisions and limitations shall remain fully effective five (5) years after termination of services to the County hereunder.

13. NOTICES: All notices, requests, demands, or other communications under this Agreement shall be in writing. Notices shall be given for all purposes as follows:

Personal delivery: When personally delivered to the recipient, notices are effective on delivery.

First Class Mail: When mailed first class to the last address of the recipient known to the party giving notice, notice is effective three (3) mail delivery days after deposit in a United States Postal Service office or mailbox. Certified Mail: When mailed certified mail, return receipt requested, notice is effective on receipt, if delivery is confirmed by a return receipt.

Overnight Delivery: When delivered by overnight delivery (Federal Express/AirbornelUnited Parcel Service/DHL WorldWide Express) with charges prepaid or charged to the sender's account, notice is effective on delivery, if delivery is confirmed by the delivery service. Telex

Revised 4/30/09 8

or facsimile transmission: When sent by telex or facsimile to the last telex or facsimile number of the recipient known to the party giving notice, notice is effective on receipt, provided that (a) a duplicate copy of the notice is promptly given by first-class or certified mail or by overnight delivery, or (b) the receiving party delivers a written confirmation of receipt. Any notice given by telex or facsimile shall be deemed received on the next business day ifit is received after 5:00 p.m. (recipient's time) or on a non-business day.

Addresses for purpose of giving notice are as follows:

To County: Alameda County Social Services Agency 2000 San Pablo Avenue Oakland, CA 94612 Attn: Karen Obidah

Contracts Office, 4 tb floor

To Contractor: Paradigm Staffing Solutions 1970 Broadway, Suite 615 Oakland, CA 94612 Attn:Kelvin Marshall, President

Any correctly addressed notice that is refused, unclaimed, or undeliverable because of an act or omission of the party to be notified shall be deemed effective as of the first date that said notice was refused, unclaimed, or deemed undeliverable by the postal authorities, messenger, or overnight delivery service.

Any party may change its address or telex or facsimile number by giving the other party notice of the change in any manner permitted by this Agreement.

14. USE OF COUNTY PROPERTY: Contractor shall not use County property (including equipment, instruments and supplies) or personnel for any purpose other than in the performance ofhislher obligations under this Agreement.

15. EQUAL EMPLOYMENT OPPORTUNITY PRACTICES PROVISIONS: Contractor assures that he/she/it will comply with Title VII of the Civil Rights Act of 1964 and that no person shall, on the grounds of race, creed, color, disability, sex, sexual orientation, national origin, age, religion, Vietnam era Veteran's status, political affiliation, or any other non-merit factor, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Agreement.

a. Contractor shall, in all solicitations or advertisements for applicants for employment placed as a result of this Agreement, state that it is an "Equal Opportunity Employer" or that all qualified applicants will receive consideration for employment without regard to their race, creed, color, disability, sex, sexual orientation, national origin, age, religion, Vietnam era Veteran's status, political affiliation, or any other non-merit factor.

b. Contractor shall, if requested to so do by the County, certify that it has not, in the performance of this Agreement, discriminated against applicants or employees because of their race, creed, color, disability, sex, sexual orientation, national origin, age,

Revised 4/30/09 9

religion, Vietnam era Veteran's status, political affiliation, or any other non-merit factor.

c. If requested to do so by the County, Contractor shall provide the County with access to copies of all of its records pertaining or relating to its employment practices, except to the extent such records or portions of such records are confidential or privileged under state or federal law.

d. Contractor shall recruit vigorously and encourage minority ~ and women-owned businesses to bid its subcontracts.

e. Nothing contained in this Agreement shall be construed in any manner so as to require or permit any act, which is prohibited by law.

f. The Contractor shall include the provisions set forth in paragraphs A through E (above) in each of its subcontracts.

16. DRUG-FREE WORKPLACE: Contractor and Contractor's employees shall comply with the County's policy of maintaining a drug-free workplace. Neither Contractor nor Contractor's employees shall unlawfully manufacture, distribute, dispense, possess or use controlled substances, as defined in 21 U.S. Code § 812, including, but not limited to, marijuana, heroin, cocaine, and amphetamines, at any County facility or work site. If Contractor or any employee of Contractor is convicted or pleads nolo contender to a criminal drug statute violation occurring at a County facility or work site, the Contractor within five days thereafter shall notify the head of the County department/agency for which the contract services are performed. Violation of this provision shall constitute a material breach ofthis Agreement

17. AUDITS; ACCESS TO RECORDS: The Contractor shall make available to the County, its authorized agents, officers, or employees, for examination any and all ledgers, books of accounts, invoices, vouchers, cancelled checks, and other records or documents evidencing or relating to the expenditures and disbursements charged to the County, and shall furnish to the County, its authorized agents, officers or employees such other evidence or information as the County may require with regard to any such expenditure or disbursement charged by the Contractor.

The Contractor shall maintain full and adequate records in accordance with County requirements to show the actual costs incurred by the Contractor in the performance of this Agreement. If such books and records are not kept and maintained by Contractor within the County of Alameda, California, Contractor shall, upon request of the County, make such books and records available to the County for inspection at a location within County or Contractor shall pay to the County the reasonable, and necessary costs incurred by the County in inspecting Contractor's books and records, including, but not limited to, travel, lodging and subsistence costs. Contractor shall provide such assistance as may be reasonably required in the course of such inspection. The County further reserves the right to examine and reexamine said books, records and data during the three (3) year period following termination of this Agreement or completion of all work hereunder, as evidenced in writing by the County, and the Contractor shall in no event dispose of, destroy, alter, or mutilate said books, records, accounts, and data in any manner whatsoever for three (3) years after the County makes the final or last

Revised 4/30/09 10

payment or within three (3) years after any pending issues between the County and Contractor with respect to this Agreement are closed, whichever is later.

18. DOCUMENTS AND MATERIALS: Contractor shall maintain and make available to County for its inspection and use during the tenn of this Agreement, all Documents and Materials, as defined in Paragraph 11 of this Agreement. Contractor's obligations under the preceding sentence shall continue for three (3) years following tennination or expiration of this Agreement or the completion ofall work hereunder (as evidenced in writing by County), and Contractor shall in no event dispose of, destroy, alter or mutilate said Documents and Materials, for three (3) years following the County's last payment to Contractor under this Agreement.

19. TIME OF ESSENCE: Time is of the essence in respect to all provisions of this Agreement that specify a time for perfonnance; provided, however, that the foregoing shall not be construed to limit or deprive a party of the benefits of any grace or use period allowed in this Agreement.

20. TERMINATION: The County has and reserves the right to suspend, tenninate or abandon the execution ofany work by the Contractor without cause at any time upon giving to the Contractor prior written notice. In the event that the County should abandon, tenninate or suspend the Contractor's work, the Contractor shall be entitled to payment for services provided hereunder prior to the effective date of said suspension, tennination or abandonment. Said payment shall be computed in accordance with Exhibit B hereto, provided that the maximum amount payable to Contractor for its Payrolling Services shall not exceed $135,720, payment for services provided hereunder prior to the effective date of said suspension, tennination or abandonment.

SMALL, LOCAL AND EMERGING BUSINESS PARTICIPATION: Contractor has been certified by the County as a small or emerging local business. As a result, there is no requirement to subcontract with another business in order to satisfy the County's Small and Emerging Locally owned Business provision. However, should Contractor's status as a certified small or emerging local business change at any time during the tenn of this Agreement, Contractor shall comply with the County's Small and Emerging Local Business provision.

21. FIRST SOURCE PROGRAM: For contracts over $100,000, Contractor shall provide County ten (10) working days to refer to Contractor, potential candidates to be considered by Contractor to fill any new or vacant positions that are necessary to fulfill their contractual obligations to the County that Contractor has available during the contract tenn before advertising to the general public.

22. CHOICE OF LAW: This Agreement shall be governed by the laws of the State of California.

23. WAIVER: No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure, right or remedy shall be deemed a waiver ofany other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.

Revised 4/30109 II

24. ENTIRE AGREEMENT: This Agreement, including all attachments, exhibits, and any other documents specifically incorporated into this Agreement, shall constitute the entire agreement between County and Contractor relating to the subject matter of this Agreement. As used herein, Agreement refers to and includes any documents incorporated herein by reference and any exhibits or attachments. This Agreement supersedes and merges all previous understandings, and all other agreements, written or oral, between the parties and sets forth the entire understanding of the parties regarding the subject matter thereof. The Agreement may not be modified except by a written document signed by both parties.

25. HEADINGS herein are for convenience of reference only and shall in no way affect interpretation of the Agreement.

26. ADVERTISING OR PUBLICITY: Contractor shall not use the name of County, its officers, directors, employees or agents, in advertising or publicity releases or otherwise without securing the prior written consent of County in each instance.

27. MODIFICATION OF AGREEMENT: This Agreement may be supplemented, amended or modified only by the mutual agreement ofthe parties. No supplement, amendment or modification of this Agreement shall be binding unless it is in writing and signed by authorized representatives of both parties.

28. ASSURANCE OF PERFORMANCE: If at any time County believes Contractor may not be adequately performing its obligations under this Agreement or that Contractor may fail to complete the Services as required by this Agreement, County may request from Contractor prompt written assurances of performance and a written plan acceptable to County, to correct the observed deficiencies in Contractor's performance. Contractor shall provide such written assurances and written plan within ten (10) calendar days of its receipt of County's request and shall thereafter diligently commence and fully perform such written plan. Contractor acknowledges and agrees that any failure to provide such written assurances and written plan within the required time is a material breach under this Agreement.

29. SUBCONTRACTING/ASSIGNMENT: Contractor shall not subcontract, assign or delegate any portion of this Agreement or any duties or obligations hereunder without the County's prior written approval.

a. Neither party shall, on the basis of this Agreement, contract on behalf of or in the name of the other party. Any agreement that violates this Section shall confer no rights on any party and shall be null and void.

b. Contractor shall use the subcontractors identified in Exhibit A and shall not substitute subcontractors without County's prior written approval.

c. Contractor shall remain fully responsible for compliance by its subcontractors with all the terms of this Agreement, regardless of the terms of any agreement between Contractor and its subcontractors.

30. SURVIVAL: The obligations of this Agreement, which by their nature would continue beyond the termination on expiration of the Agreement, including without limitation, the obligations

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regarding Indemnification (Paragraph 2), Ownership of Documents (Paragraph 11), and Conflict of Interest (Paragraph 12), shall survive termination or expiration.

31. SEVERABILITY: If a court of competent jurisdiction holds any provision of this Agreement to be illegal, unenforceable, or invalid in whole or in part for any reason, the validity and enforceability of the remaining provisions, or portions of them, will not be affected, unless an essential purpose of this Agreement would be defeated by the loss of the illegal, unenforceable, or invalid provision.

32. PATENT AND COPYRIGHT INDEMNITY: Contractor represents that it knows of no allegations, claims, or threatened claims that the materials, services, hardware or software ("Contractor Products") provided to County under this Agreement infringe any patent, copyright or other proprietary right. Contractor shall defend, indemnify and hold harmless County of, from and against all losses, claims, damages, liabilities, costs expenses and amounts (collectively, "Losses") arising out of or in connection with an assertion that any Contractor Products or the use thereof, infringe any patent, copyright or other proprietary right of any third party. County will: (l) notify Contractor promptly of such claim, suit or assertion; (2) permit Contractor to defend, compromise, or settle the claim; and, (3) provide, on a reasonable basis, information to enable Contractor to do so. Contractor shall not agree without County's prior written consent, to any settlement, which would require County to pay money or perform some affirmative act in order to continue using the Contractor Products.

a. If Contractor is obligated to defend County pursuant to this Section 33 and fails to do so after reasonable notice from County, County may defend itself and/or settle such proceeding, and Contractor shall pay to County any and all losses, damages and expenses (including attorney's fees and costs) incurred in relationship with County's defense and/or settlement of such proceeding.

b. In the case of any such claim of infringement, Contractor shall either, at its option, (1) procure for County the right to continue using the Contractor Products; or (2) replace or modify the Contractor Products so that that they become non-infringing, but equivalent in functionality and performance.

c. Notwithstanding this Section 33, County retains the right and ability to defend itself, at its own expense, against any claims that Contractor Products infringe any patent, copyright, or other intellectual property right.

33. OTHER AGENCIES: Other tax supported agencies within the State of California who have not contracted for their own requirements may desire to participate in this contract. The Contractor is requested to service these agencies and will be given the opportunity to accept or reject the additional requirements. If the Contractor elects to supply other agencies, orders will be placed directly by the agency and payments made directly by the agency.

34. EXTENSION: This agreement may be extended for two additional one year terms by mutual agreement of the County and the Contractor

35. SIGNATORY: By signing this agreement, signatory warrants and represents that he/she executed this Agreement in hislher authorized capacity and that by his/her signature on this Agreement, he/she or the entity upon behalfof which he/she acted, executed this Agreement

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Paradigm Staffing Solutions EXHIBIT A p.l

I. DEFINITION OF SERVICES

1. Contractor shall provide Payrolling Services in accordance with the "Specific Requirements" "Description of Services" section. Said sections are incorporated herein by reference and attached hereto as Exhibit A.

2. Contractor project team will consist of the following Key Personnel and subcontractors, as applicable during the contract tenn:

Kelvin Marshall President Marvell Hill Client Services

Contractor agrees that it shall not transfer or reassign the individuals identified above as Key Personnel or substitute subcontractors without the express written agreement of County, which agreement shall not be unreasonably withheld. Should such individual or individuals in the employ of Contractor no longer be employed by Contractor during the tenn of this Agreement, Contractor shall make a good faith effort to present to County an individual with greater or equal qualifications as a replacement subject to County's approval, which approval shall not be unreasonably withheld.

3. The approval ofCounty to a requested change shall not release Contractor from its obligations under this Agreement.

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ADDITIONAL PROVISIONS

• Exhibit E is not applicable.

County Counsel Signature: _

ty Cuunsel

Paradigm Staffing Solutions EXHIBIT A p.2

II. DESCRIPTION OF SERVICES

A. The Contractor will act as the fiscal intermediary and provide payroll services to CalWORKs participants in the Paid Work Experience (PWEX) program. Paid Work Experience is designed to help participants who have limited work experience, a sporadic employment history and/or limited marketable skills, to practice and upgrade their job skills in a professional work environment. The primary responsibility of the CONTRACTOR is to insure that CalWORKs participants receive scheduled payroll checks during regular pay periods. (The approximate number will increase from 30 November to 50 by the end of December.) Wages will be based on CalWORKs participants working 20 to 25 hours each week at non-profit and government agencies. Each CalWORKs participant engaged in PWEX activities will be paid $8.00 per hour and work between 20-25 hours per week or 40- 50 hours per bi-weekly pay period.

B. SSA has contracted with a separate community based organization (CBO) in Mid, South & Eastern portion of Alameda County to implement the Paid Work Experience program. This CBO will be responsible for recruiting work sites and providing case management and job placement services to participants, as well as providing to the CONTRACTOR the required employment and attendance documentation needed to establish a participant as an employee and to process payroll. Participants will be paid on a biweekly schedule.

C. CONTRACTOR RESPONSIBILITIES INCLUDE:

1. New Hire Documentation - Processes, completes and maintains all new hire IRS W-4, W-5 and other new hire related documentation prior to participants starting their work assignment at the host/work site.

2. Timesheets - Coordinates with the Paid Work Experience CBO to insure that timesheet information is submitted in time for payroll processing prior to the due date of the payroll schedule for each pay period

3. Payroll Schedule - Issues biweekly payroll. 4. Direct Deposit - provide as an option for Electronic Funds Transfer (EFT) services that

will automatically transfer payroll funds to an individual participant's checking or savings accounts at a participating bank, savings and loan association or credit union.

$~. Payroll Deductions - Responsible for making sure that FICA, Social Security, Federal and State Unemployment Taxes as well as all other standard payroll deductions are properly deducted in accordance with Federal, State and local laws.

6. Emergency Manual Checks - On an as-needed basis manual checks will be produced upon request by the host/work site staff or SSA staff. Manual checks should be exceptions.

7. W-2s - Responsible for providing W-2s of the preceding calendar year by January 20 each yea

Revised 4/30/09 15


8. The Earned Income Tax Credit (EITC) - Issues Advanced EITC for eligible CalWORKs participants upon request. The EITC is a refundable federal income tax credit for low-income working individuals and families. The advance EITC allows those who expect to qualify for the EITC and have at least one qualifying child to receive part of the credit in each paycheck during the year the person qualifies for the credit.

9. Wage Garnishments - The Employer of Record will administer wage garnishments as required.

10. Submit monthly detailed summary reports to the SSA Finance Department that detail accurate fiscal information (as detailed in the Exhibit B of this contract)

15. Collect individual PWEX Participant Attendance Fonns bi-weekly. 16. Collect and record reported Host- Site Supervisory Wages and Benefit costs as

detailed in submitted bi-weekly individual PWEX Participant Attendance Fonns 17. Review all the PWEX Participant Attendance Forms to verify they are accurately

completed. 18. Insure that all payroll checks are processed and provided to the CBO for distribution

seven (7) business days after receipt from the CBO. 19. Provide SSA Finance with an invoice and summary report of the documented wages

and match information that includes a copy of the participants' wage stubs, daily attendance reports and a copy of the supervisors' pay stub.

D. As the Employer of Record, Contractor will also be responsible for managing not only the payroll process but also the following areas:

• Governmental reporting • Processing payroll taxes • Workers' compensation and claims • Unemployment claims and hearings • Wage garnishments • Medical leave of absences • Determine eligibility to work in the US

SSA estimates that there will be approximately 50 individual clients placed in PWEX employment positions at any given time. However, this number may increase or decrease based upon a variety of factors.

Revised 4/30/09 16


E. Bi-Weekly Payroll Schedule Process & Steps:

1. Host Site supervisors maintains a daily attendance record of the PWEX Participant's work hours.

2. Host Site Supervisor will on a biweekly basis complete the PWEX Employment Form, which includes the participant's wage cost information, and the supervision cost match information. (See Attachment A - Bi-Weekly PWEX Employment Form)

3. Host Site Supervisors will fax signed and dated biweekly PWEX Employment Form(s) for each individual PWEX participant to the CBO no later than by the close of the last day of the biweekly pay period.

4. CBO will review and submit to all the individual PWEX Participant Attendance Forms to the Employer Agent by the following business day.

5. Employer Agent reviews all the PWEX Participant Attendance !Payroll Forms to verify they are accurately completed.

6. Employer Agent will record all Supervisory Hours and related salary plus benefits earned per pay period - as detailed in the individual bi-weekly PWEX Participant Attendance!Payroll Form

7. Employer Agent insures that all payroll checks are processed and provided to the CBO for distribution seven (7) business days after receipt from the CBO.

8. CBO distributes individual paychecks to PWEX participants by the close of the following business day.

9. Employer Agent provides SSA Finance with a monthly invoice and summary report of the documented wages and match information that includes a copy of the participants' wage stubs, daily attendance reports and Host Site Supervisor pro-rated salary and benefits.

III. REPORTING REQUIREMENTS

A. Contractor shall agree to utilize standardized report formats as required.

B. Contractor shall provide two (2) copies of detail and summary reports identified in this section to Social Services Agency, Contracts Office.

C. Monthly Payrolling Services Detail Activity Report by PWEX Position shall include:

1. PWEX Employee Name; 2. Host Site 3. Pay Period Ending 4. Wage code (regular);

Revised 4/30/09 17

Paradigm Staffing Solutions EXHIBIT A D.5

5. Number of hours worked per pay period; 6. Recorded total Supervisory salary & Benefits costs per PWEX Employee per

pay period 7. Start and end date of assignment 8. Bill Rate; 9. Sub-total ofhours and dollars of all PWEX Employees per pay Period 10. Sub-total of hours and dollars of Supervision per pay period 11. Grand total of hours and dollars per month for all PWEX Employees 12. Grand total of hours and dollars per month for all PWEX Supervision

Revised 4/30/09 18

MfA-CJ.I. ttl rNI A PWEX EMPLOYEE PAYROLL AND SUPERVISION CERTlFlCAnoN FORM AUllchteld Al

.\ '- ...~_('~:,; :~f:,_ll ... :-I'

:3:JC al SC'V!Cl'S PWEX HOST SITEI I .~,gC-'-lCY ADDRESS:,-------------1

PHONE: , I EMPLOYEE WAGE COST INFORMATION LAST NAME

FIRST NAME SSN

WAGES PAID B DATE HOURLY WAG EMPWYE

Use one form per employee 09/06/09 $0.00$8.00

$0.00 Attach a copy of the daily attendance record (signed by tbe puticipant). It will be a one 09/08/09

09/07/09 $800 $8.00 '$0.00

sheet dKument that states the pay period and list the days and hours worked each day. 09/09/09 $8.00 $0.00 09/10/09 $8.00 $0.00

Atliu:h copy ofeach supervisor's pay stllb. $0.0009/11109 $8.00 '9/12/09 $8.00 $0.00

09/13109 $8.00 $0.00 09/14109 $8.00 $0.00 09/15/09 $8.00 $0.00 09/16/09 $8.00 .00 09/17109 $8.00 $0.00 09/18/09 $8.00 $0.00 09/19/09 $8.00 $0.00....

HOVRSWORKE

o. o. o. o. o. 0., o. o. o. o. o. 0., o.

,AID WORK EXPERIENCE IlIlI% OF WAGES .. TAXES s....

Sl'PERVISION COST MATCH INFORMATION

PAY PERIOD A 8 C = (DlA) D E F = IE x C x (lID»)

HOURS SPENT 0 PERCENT (%) 0 GROSS WAGES SUPERVISION 0: TIME SPENT 0 TAXES PAID PO

SUBSID SUPERVISIO AVERAGE#O SUPERVISO: COST 0 EMPLOYEE' DURINGPA EMPLOYEES DURINGPA SUPERVISlNi

ILASTNAME BEGINDA' WORKGRO PERIO WORKGRO PERIO EMPWYE

$0.00 $0.00 $0.00 $0.00 $0.00

Enter each supervisor seperately per pay period SUI

FIRST NAME

~~--~~~~~~~~~l: TOI'AL SUPEllVlSlON COST "Error" ifmore than

:oyee's hours. PWEX HOST SITE CERTIFICATION IPlease adjust hours.

I certify that the information provided above is, to the best ofmy knowledge, complete and accurate; both PWEX employee hours worked, supervisor hours worked, and salary paid for match, are in accordance with the approved. Host Site Agreement cited for services provided under the provision of that agreement. Full justification and backup ~~bb~~~are~~ed~~~ce~b~~~~I~~ce~~ooad~~~F~ed~e~~~~~t~r~M~e~n~u~~~~~~rt~an~~o~f~th~e~~~~_~ ~

expenditures included in this ~voice. Send to: Alameda County Social Services Agency

Signature Date Finance Department, Attention: Fonda Houston

2000 San Pablo Avenue Print Name and Title: Oakland, CA 94612

Paradigm Staffing Solutions Exhibit B p. 1 of 3

TERMS AND CONDITIONS FOR PAYMENT

CONTRACTOR, Paradigm Staffing Solutions, agrees to implement and maintain compliance with the provisions specified in Exhibit A Program Service Description of this contract for the delivery of services to County of Alameda CalWORKs Paid Work Experience participants under this contract. Compliance for these contract provisions will be for the period effective November 1, 2009 through December 30,2009.

I. Advance, Payment and Reconciliation

a. At the start ofthe contract period, the Contractor shall receive an advance via "Provisional Payment" in the amount of $13.572.00. These funds may be used to make payments to PWEX Employees once the CBO implements the submission of individual PWEX Employee related employment verification paperwork and submission of an initial and verified employee payroll period.

b. Under this contract term the Contractor shall invoice on monthly basis and may request and receive additional provisional payments for to cover projected monthly payroll costs for through December 30th.

c. Beginning in December 2009 Contractor shall invoice monthly for actual prior monthly expenditures. On a monthly basis, the contractor shall provide a billing [and reconciliation] to SSA showing the amount of funds it began with, the amount used, the number of participants assisted, and the balance.

d. SSA will issue a check to the Contractor for the amount of funds expended during the billing period minus the agreed recoupment payment towards a reconciled invoiced expenditures/payments -balance to occur at the end of the term of this award period.

II. Record Keeping and Reporting Contractor will maintain records and provided related Monthly PayrolIing Services Detail Activity Report by PWEX Employee Name, which shall include:

1. PWEX Employee Name; 2. Host Site 3. Pay Period Ending 4. Wage code (regular); 5. Number ofhours worked per pay period; 6. Recorded total Supervisory salary & Benefits costs per PWEX Employee

per pay period 7. Start and end date of assignment 8. Bill Rate;

Revised 4/30/09 19

Paradigm Staffing Solutions Exhibit B p. 2 of 3


9. Sub-total ofhours and dollars ofall PWEX Employees per pay Period 10. Sub-total of hours and dollars of Supervision per pay period 11. Grand total of hours and dollars per month for all PWEX Employees 12. Grand total of hours and dollars per month for all PWEX Supervision

III. Monthly Invoicing Contractor shall submit originally signed monthly invoices along with the monthly report ten (l0) working days following the close of the month to:

Karen Obidah Contracts Office Alameda County Social Services Agency 2000 San Pablo Avenue, 4th Floor Oakland, CA 94612 (510) 267-8608

IV. Invoices are to include: 1. Current Month's Expenditures 2. Two separate lines identifying expenditures for

a. administrative costs or contractor's" mark up", and b. payroll to PWEX participants.

3. Year-to-Date Expenditures 4. Balance Remaining 5. Amount ofAdvance Recoupment.

The County has ten (l0) working days to process the invoice for payment.

Revised 4/30/09 20

Paradigm Staffing Solutions Exhibit B p. 3 of3


~ Termination Provision:

1. Termination for Cause: If County detennines that Contractor has failed, or will fail, through any cause, to fulfill in a timely and proper manner its obligations under this agreement, or if county detennines that Contractor has violated or will violate any ofthe covenants, agreements, provisions, or stipulations of the agreement, county shall thereupon have the right to termination and specifying the effective date of such tennination. Without prejudice to the foregoing, Contractor agrees that if prior to or subsequent to the termination or expiration of the agreement upon any final or interim audit by county, Contractor shall have failed in any way to comply with any requirements of this agreement, then Contractor shall pay to county forthwith whatever sums are so disclosed to be due to county (or shall, at county's election, permit county to deduct such sums from whatever amounts remain undisbursed by county to Contractor pursuant to this agreement or from whatever remains due Contractor by county from any other contract between Contractor and county).

2.Termination With Cause: County shall have the right to terminate this Agreement without cause at any time upon giving at least 30 days written notice prior to the effective date ofsuch tennination.

3.Termination By Mutual Agreement: County and Contractor may otherwise agree in writing to tenninate this Agreement in a manner consistent with mutually agreed upon specific tenns and conditions.

End of Program Unless otherwise notified, all funds under this program must be reconciled by January 30, 2010.

Revised 4/30/09 21

Paradigm Staffing Solutions Exhibit Bl

CostlPricing Table

It is expected that during the total requested contract period the South COlUlty provider will have daily "filled" PWEX slots increasing from 35 in November to 50 by the end of December. Each CalWORKs participant engaged in PWEX activities will be paid $8.00 per hour and work between 20-25 hours per week or 40 - 50 hours per bi-weekly pay period..

The table below indicates the Mark-Up percentage plus the Pay-Rate that will comprise the all-inclusive compensation that the County will pay Contractor. The document will be deemed to include all taxes, general overhead expenses, profit and all other costs and charges and this will become the cost the County will pay.

WORKERS' COMPENSATlON

CODE

WORKERS COMPENSATION DESCRIPTIONS

Employee Hourly Pay

Rate MARK

UP TOTAL BILL RATE

8017 Retail Stores $8.00 40.28% $11.22 8018 Stores - Wholesale $8.00 49.46% $11.96

8806

Sheltered Workshops or Work Activity Centers

$8.00 49.02% $11.92

8810 Clerical Office Support $8.00 28.57% $10.29 8830 Institutional Employees $8.00 36.14% $10.89

8875 Public Colleges or Schools

$8.00 31.37% $10.51

9067 YMCA, YWCA, Clubs $8.00 38.14% $11.05

9070 Residential Care Facilities

$8.00 57.84% $12.63

9101

School Employees Other Than Teachers or Professors

$8.00 41.39% $11.31

9410 MlUlicipal, State or Public Employees

$8.00 38.99% $11.12

9420

Municipal, State or Public Employees

Blue Collar

$8.00 50.78% $12.04

Revised 4/30/09 22

C

EXHIBIT C

COUNTY OF ALAMEDA MINIMUM INSURANCE REQUIREMENTS

Without limiting any other obligation or liability under this Agreement, the Contractor, at its sole cost and expense, shall secure and keep in force during the entire teon of the Agreement or longer, as may be specified below, the following insurance coverage, limits and endorsements:

A Commercial General Liability $1,000,000 per occurrence (CSL) Premises Liability; Products and Completed Operations; Contractual Liability; Bodily InjUry and Property Damage Personalln'u and Advertisin Liabili

$1,000,000 per occurrence (CSL) All owned vehides, hired or leased vehicles, non-owned, borrowed and Commercial or Business Automobile LiabilityB

Any Auto permissive uses. Personal Automobile Liability is acceptable for individual Bodily InjUry and Property Damage contractors with no trans ortation or haulin related activities

Workers' Compensation (WC) and Employers Liability (EL) WC: Statutory Limits Re uired for all contractors with em 10 ees EL: $100,000 er accidentfor bodil in'u or disease

$1,000,000 per occurrence Includes endorsements of contractual liability Professional Liability/Errors & OmissionsD

$2,000,000 a rate Endorsements and Conditions:E

1. ADDITIONAL INSURED: All insurance required above with the exception of Professional Liability, Personal Automobile Liability, Workers' Compensation and Employers Liability, shall be endorsed to name as additional insured: County of Alameda, its Board of Supervisors, the individual members thereof, and all County officers, agents, employees and representatives.

2. DURATION OF COVERAGE: All required insurance shall be maintained during the entire term of the Agreement with the following exception: Insurance policies and coverage(s) written on a claims-made basis shall be maintained dUring the entire term of the Agreement and until 3 years following termination and acceptance of all work provided under the Agreement, with the retroactive date of said insurance (as may be applicable) concurrent with the commencement of activities pursuant to this Agreement.

3. REDUCTION OR LIMIT OF OBLIGATION: All insurance policies shall be primary insurance to any insurance available 10 the Indemnified Parties and Additionallnsured{s). Pursuant to the provisions of this Agreement, insurance effected or procured by the Contractor shall not reduce or limit Contractor's contractual obligation to indemnify and defend the Indemnified Parties.

4. INSURER FINANCIAL RATING: Insurance shall be maintained through an insurer with a minimum A.M. Best Rating of A- or better, wilh deductible amounts acceptable to the County. Acceptance of Contractor's insurance by County shall not relieve or decrease the liability of Contractor hereunder. Any deductible or self-insured retention amount or other similar obligation under the policies shall be the sole responsibility of the Contractor. Any deductible or self-insured retention amount or other similar obligation under the policies shall be the sole responsibility of the Contractor.

5. SUBCONTRACTORS: Contractor shall include all subcontractors as an insured (covered party) under its policies or shall fum ish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.

6. JOINT VENTURES: If Contractor is an association, partnership or other joint business venture, required insurance shall be provided by anyone of the following methods:

separate insurance policies issued for each individual entity, with each entity included as a "Named Insured (covered party), or at minimum named as an "Additional Insured" on the other's policies. Joint insurance program with the association, partnership or other joint business venture included as a "Named Insured.

7. CANCELLATION OF INSURANCE: All required insurance shall be endorsed to provide thirty (30) days advance written notice to the County of cancellation.

8. CERTIFICATE OF INSURANCE: Before commencing operations under this Agreement, Contractor shall provide Certificate(s) of Insurance and applicable insurance endorsements, in form and satisfactory to County, evidencing that all required insurance coverage is in effect. The County reserves the rights to require the Contractor to provide complete, certified copies of all required insurance policies. The reqUire certificate{s) and endorsements must be sent to:

Alameda County SocIal Services/Contracts Office, 2000 San Pablo Avenue, 4th Floor, Oakland, CA 94612 Attn: Insurance Unit

- With aco to Risk Mana ement Unit 1106 Madison Street, Room 233, Oakland, CA 94607

Certificate C-2 Form 2001-1

Revised 4/30/09 23

--

"" •• VI "-"II ... VV", V""' .... '" ~-a..1 ~ "'b"" ... _~ ...

DATE (MMlDDIYYYY]ACORD CERTIFICATE OF LIABILITY INSURANCE OPID OA N PARAD-l 10/06/09

PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTE ~ OF INFORMATlm ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE

Crist, Fritschi , Paterson Inc HOLDER. THIS CERTIFICATE DOES NOT AMEND. EXTEND OR 266 Grand Avenue, Suite 230 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW Oakland CA 94610 Phone: 510-451-6000 Fax:510-451-4203 INSURERS AFFORDING COVERAGE NAlCtI

INIlUlU!D INSURER A:. Safeco Insurance Companies INSURERB: Philadelphia J:IUW:_ CCIII>.

INSURERC:Pa,adigm ~affing Sol~tion. 19 0 Broa aI~ Suite 15 INSURERD:Oalcland CA 9 12

INSURER E:

COVERAGES

ALAME10 Alameda County Social Services Aqeney Attn: Karen Obidah 2000 San Pablo Ave 4th Floor Oakland CA 94612

ACORD 25 (2001108)

THE POLICIES OF INSURANCE USTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOlWlTHSTANDING }HY REQUIREMENT, TEAM OR CONDITION OF ANY CONTRACT OR OTHER DOClAtENT wrTH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POUCIES DESCRiBeD HEREIN IS SUBJECT TO AU. THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POlICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDuceD BY PAlO CLANS.

POliCY NUMBER LIMITSLTR NSR TYPE OF INSURANCE DATE iMMIDDfYYI 'D'"i1;',MMlDDtYVT GENERAL IJA8IL1TY EAa-! OCCURRENCE S 1000000>--

COMMERCIAl. GENERAL UABILITYA 02B090293-09 02/14/09 02/14/10 PReA:5es (Ell occulenee) S 1000000~tJ CLAIMS MADE [!] OCCUR MED EXP (Any ene per..,n) S 100000I---PERSONAl. & ADV INJURY S excludedI-- GENERAL AGGREGATE s 2000000

I-- GEN'L AGGREGATE UMIT APPUES PER: PRODUCTS - COMPlOP AGe S 1000000!xl POLICY n IJE~ n LOC

~UTOM0811J! LIABlUTY COMBINED SINGLE LIMIT S 1000000(Ell aeddenQ ANY AUTOA 02B090293-09 02/14/09 02/14/10>-

ALL OWNED AUTOS BODILY INJURY>- $(Per perSUl)SCHEDULED AUTOS >-

HIRED AUTOS BOOILYINJURY~ S(Pet ec<:idenQNON·OWNED AUTOS .-._"--~

PROPERTY DAMAGEI-- $(per eccldenl)

R AUTO ONLY - EA ACCIDENTGARAGE LIAIIlUTY S

EAACC $ANYAUTO On;ERTHAN AUTO ONLY: AGG $

EXCESSIUMBRELL.A LIABILITY EAa-! OCCURRENCE $

AGGREGATE $oOCCUR D CLAIMS MADE

R $

SDEDUCTIBLE

SRETENTION S

IUERWORKERS COMPENSAl1ON AND ITORY LIMITS I EMPLOYERS' LIABILITY

EL EACH ACCIDENT $ANY PROPRIETORIPARTNERJEXECUTIVE OFFICERMEMBER EXCLUDED? E L DISEASE· Ell EMPLOYEE $

E L DISEASE - POLICY LIMIT $~i~~~J:~~~ below

OTHER

Per Claim 1000000 Oed: $7500

B Errors & omissions PHS0300012 02/23/09 02/23/10 ate 3000000

DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS

County of Alameda, its Board of Supervisors, the individual members thereof, and all County Officers, Aqents, Employees and Representatives are named as Additional Insured as required by written contract per attached BP7057 0702. Insurance is Primary and NonContributory. *Policy Exception: Ezaept 10 Days Notice of Cancellation Due to NonPayment of Premium Du•.

CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPlRATIO~

DATE THEItI!OF, THE ISSUING INSURU WILL ENDeAl'OIl TO MAIL *30 DAYS WRIITEN

NOTICE TO THE CERTIFICATE HOlDER NAMED TO THE LEFT, BUT FAILURE TO DO so SHALL

IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE IHSUIU!R, ITS AGENTS OR

REPRESENTATlVES.

AUTA!D REPRESENTATlVi:!/ -,_.. .J, ) , ...... CACORD CORPORATION 1988

BUSINESSOWNERS BP 70570702

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION

This endorsement modifies insurance provided under the following:

BUSINESSOWNERS COVERAGE FORM - Section II - Liability

SCHEDULE*

Name of Person or Organization:

WHO IS AN INSURED (Section C) is amended to include as an insured the person or organization shown in the Schedule as an insured but only with respect to liability arising out of your operations or premises owned by or rented to you.

* Information required to complete the Schedule, if not shown on this endorsement, will be shown in the Declarations.

sareco ~ and lhe sareco logo are trademar1cs ell Safeco Corporation

BP 70 57 07 02 EP

CERTHOLDER COpy

HI

STATE P.O. BOX 420807. SAN FRANCISCO.CA 94142-0807COMP&NSATION INSURANCI!

FUND CERTIFICATE OF WORKERS' COMPENSA1"ION INSURANCE

ISSUE DATE: 10-08-2008 GROUP: POLICY NUMBER: 1818004-2008 CERTIFICATE ID: 4' CERTIFICATE EXPIRES: 12-31-2009

12-31-2008/12-31-200'

ALAMEDA COUNTY SOCIAL SERVICES AGENCY NI ATTN: KAREN OIIDAH 2000 SAN PAlLO AVE 4TH FL OAKLAND CA '4812-1307

This is to certify tlllt we hive issued a valid Workers' Compensation insurance policy in a form IIPproved by the California Insurance Commissioner to the employer n.lmed below for the policy period indic.lted.

This polley is not subject to ~ncellation by the Fund except upon 30 days advance written notice to the empioyer.

We will .Iso give you 30 days advance netice should this policy be cancelled prior to its norma' expiration.

This certificate ef insurance is not an insurance polley .nd does not .mend, extend or alter the coverage afferded by the policy listed herein. Notwithstanding any requirement. term or condition of any contract or other document with respect to which this certificate of insurance may be issued or to which It may perlain, the insurance afforded by the policy described herein is subject to all the terms. exclusions• .,d conditions. of such policy.

d::::-REl'AESENTATI PRESIDENT

EMPLOYER'S LIABILITY LIMIT INCLUDINO DEFENSE COSTS: S 1.000.000 PER OCCURRENCE.

ENDORSEMENT #1600 - KELVIN MARSHALL PRS-SEC-T - EXCLUDED.

ENDORSEMENT #2085 ENTITLED CERTlrICATE HOLDERS' NOTICE EPPECTIVE 12-31-2003 IS - ATTAOtED TO AND paRMS A PART or THIS PQL1CY.

EMPLOYER

PARADIGM STAFFING SOLUTIONS 1170 llIOADIIAY STE 811 OAKLAND CA 848 12

:INC NI

[81 B,NB]

IREV.2-081 PRINTED to-08-2008


EXHIBITD

COUNTY OF ALAMEDA DEBARMENT AND SUSPENSION CERTIFICATION

(Applicable to all agreements funded in part or whole with federal funds and contracts over $25,000).

The contractor, under penalty of perjury, certifies that, except as noted below, contractor, its principals, and any named and unnamed subcontractor:

• Is not currently under suspension, debarment, voluntary exclusion, or

determination of ineligibility by any federal agency;

• Has not been suspended, debarred, voluntarily excluded or determined

ineligible by any federal agency within the past three years;

• Does not have a proposed debarment pending; and

• Has not been indicted, convicted, or had a civil judgment rendered against it by

a court of competent jurisdiction in any matter involving fraud or official

misconduct within the past three years.

If there are any exceptions to this certification, insert the exceptions in the following space.

Exceptions will not necessarily result in denial of award, but will be considered in determining contractor responsibility. For any exception noted above, indicate below to whom it applies, initiating agency, and dates of action.

Notes: Providing false information may result in criminal prosecution or administrative sanctions. The above certification is part of the Standard Services Agreement. Signing this Standard Services Agreement on the signature portion thereof shall also constitute signature of this Certification.

CONTRACTOR: Paradigm Staffing Solutions

PRINCIPAL: Kelvin Marshall TITLE: ""--P"'-"re=si=d=en=t:-- _

SIGNATURE: ~~ /~a.f! """

Revised 4/30/09 25


EXHIBITE

COUNTY OF ALAMEDA CONTRACT COMPLIANCE REPORTING REQUIREMENTS

Upon receipt of signed contract documents, prime contractor shall immediately enter/assign subcontractors in the System, confirm payments received from the County within 5 business days in the System, immediately enter payments made to subcontractors and ensure that subcontractors confirm they received payments within 5 business days in the System. Subcontractors shall confirm their payments received from the prime contractor within 5 business days in the System.

Alameda County Contract Compliance System training and ongoing support are provided at no charge to contractors and participating sub-contractors awarded a contract as a result of this bid process for this project. Contractors having contracts with the County should schedule a representative from their office/company, along with each of their subcontractors, to attend training. The training schedule may be viewed online at http://www.elationsys.com/elationsys/support 1.htm or call Elation Systems at (510) 7641870. A special access code will be provided to contractors and subcontractors participating in this contract awarded to allow use of the System free of charge.

It is the Contractor's responsibility to ensure that they and their subcontractors are registered and trained as required to utilize the Alameda County Contract Compliance System. Training sessions are approximately one hour and will be held periodically in a number of locations throughout Alameda County.

Revised 4130/09 26

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------- --------

--------

--------

Form 110-9 Rev Oll08

REQUEST TO ENCUMBER CONTRACT FUNDS OR TO LIQUIDATE ENCUMBERED FUNDS

PART I: REQUEST FROM CONTRACTING DEPARTMENT

Contractor's Name: Paradigm Staffing Solutions

Contractor's Tax ID 94-3382735 Contractor's Vendor ID # 42152

Description of Contract: P"-,a~yr _.....o=I=lin""g=--=S=erv,-,-=ic",,,es,,--

Master Contract #: Procurement Contract # 4658----------- '-'"-..:..:='-=-------

Procurement Contract Begin Date: November I, 2009 Expire Date: December 31. 2009

Elation Project Info: Sub-Contractor Compliance SLEB Prime Labor Compliance _

Board Waiver BOCO Waiver Waiver Number SLEB Prime

A. ENCUMBER FUNDS IN A NEW PURCHASE ORDER

Date of Board Minute Order 10/27/09 FilelItemlContract Number:

Total Amount Authorized By Board: $135,720 Amount to be Encumbered: ",-$.!..:13,,-,,5~,7,-=2~0 _

B. ADD FUNDS TO AN EXISTING PURCHASE ORDER PO Number: _

Date of Board Minute Order: _ File/ItemlContract Number:

Total Amount Authorized By Board:, _ Amount to be Encumbered: _

C. LIQUIDATE FUNDS FROM A PURCHASE ORDER

Purchase Order Number: _ Amount to be Liquidated: _

ACCOUNTING INFORMATION Business Unit Account Fund Dept Program BY Subclass Proj/Grant Amount

SOCSA 610261 10000 320100 32002 2010 99010 $39,720 SOCSA 640001 10000 320100 32002 2010 99010 $96,000

Total $135,720

Send Response to: Martin Torow QIC: 20203 Phone: 267-9440

Authorized Signature: ~t;€ :J<t:::"',- Department: __~_-_r_)--,-ll-,-' _

PART II: RESPONSE FROM AUDITOR-CONTROLLER

o The Auditor-Controller encumbered in a new PO. The PO Number is _

D The Auditor-Controller added to PO Number _

o The Auditor-Controller liquidated from PO Number _

o This form is being returned for you due to insufficient funds in the appropriation account.

o The following information is needed before this request can be processed.

Signature ofContract Processor _ Date: _

Standard Agreement Information 110-9 Supplement (Revised 7114/06)

Contractor Name: Paradigm Staffing Solutions

Contract Signatory: Kelvin Marshall Contact Person: Kelvin Marshall

Address: 1970 Broadway, Suite 615 Oakland, CA 94612

Telephone: 510.663-7860 Fax: 510-663-7866

Email: [email protected]

Federal Tax ID: 94-3382735 Vendor ID #: 42152

Location #: -.l BOS Dist #: All CDFA #: 93.558 Procurement #: ..!.:46~5~8~ __

Period of Funding: Start Date 11/01/09 End Date 12/31/09

Federal State County Funding Source Allocation $135,720

(100 %)

One line description of Service: Contractor will provide payrolling services to those CalWORKs participants who are enrolled in paid, subsidized work programs.

QUESTIONNAIRE FOR DETERMINING THE WITHHOLDING STATUS

INSTRUCTIONS: This questionnaire is to be completed by the County department for services contracts and must be included as part of the contract package. Be sure to answer all of the questions in Sections I and II and to complete the certifications on page 2. Sections III and IV contain supplemental questions to be answered for contractors in certain service categories.

CONTRACTOR NAME: Paradigm Staffing Solutions DEPT #: Employment Services

TITLE/SERVICE: Employer ofRecord for CalWORKs recipients enrolled in Paid Work Experience and Subsidized Employment Programs.

DEPT. CONTACT: Karen Obidah PHONE: (510) 267-8608

YES NOI. INFORMATION ABOUT THE CONTRACTOR

1. Is the contractor a corporation or partnership? ( X ) ( )

2. Does the contractor have the right per the contract to hire others to do the ( X ) ( ) work agreed to in the contract?

3. If the answer to BOTH questions is YES, provide the employer 10 number here: 94-3382735 No other questions need to be answered. Withholding is not required.

4. If the answer to question 1 is NO and 2 is YES, provide the individual social security number here: _ No other questions need to be answered. Withholding is not required.

5. If the answer to question 2 is NO, continue to Section II.

II. RELATIONSHIP OF THE PARTIES YES NO

1. Does the County have the right to control the way in which the work will be done, i.e., will the County be able to specify the sequence of steps or the processes to be followed if it chooses to do so?

() ( )

2. Is the contractor restricted from performing similar services for other businesses while he is working for the County?

( ) ( )

3. Will the contractor be working for more than 50% of the time for the County (50% = 20 hrs/wk; 80 hrs/mo)?

( ) ( )

4. Is the relationship between the County and the contractor intended to be ongoing?

( ) ( )

1

Contract No. _

III. FOR CONSULTANTS, PROJECT MANAGERS, PROJECT COORDINATORS

1. Is the contractor being hired for a period of time rather than for a specific () ( ) project?

2. Will payment be based on a wage or salary (as opposed to a commission or ( ) ( ) lump sum)?

IV. FOR PHYSICIANS, PSYCHIATRISTS, DENTISTS, PSYCHOLOGISTS

1. Will the agreement be with an individual who does not have an outside () ( ) practice?

2.Will the contractor work more than an average of ten hours per week? ( ) ( )

IF THE ANSWER TO 2 IS YES, ANSWER QUESTIONS 3.

3.Will the County provide more than 20% of the contractor's income? () ( )

4. If the answer to either question 1.a, or if required, question l.b is NO, the entire answer is NO.

A "yes" answer to any of the questions in Section II, or, if applicable, Sections III or IV constitutes justification for paying the contractor through the payroll system as an "employee for withholding purposes."

CERTIFICATIONS:

I hereby certify that the answers to the above questions accurately reflect the anticipated working relationship for this contract.

~~ J1h:Q;:::)~ /Contractor ·Signature AgencylDepartment He~gnee

Signature

Kelvin Marshall Martin Torow Printed Name

./ /~-\ 0--'1-) - I Datf Date

2

Contract No. _

COUNTY OF ALAMEDA STANDARD SERVICES AGREEMENT

This Agreement, dated as of 10/1, 2009, is by and between the County ofAlameda, hereinafter referred to as the "County", and HR Management Inc hereinafter referred to as the "Contractor".

WITNESSETH

Whereas, County desires to obtain Payrolling services which are more fully described in Exhibit A and B;

Whereas, Contractor is professionally qualified to provide such services and is willing to provide same to County; and

Now, therefore it is agreed that County does hereby retain Contractor to provide Payrolling Services, and Contractor accepts such engagement, on the General Terms and Conditions hereinafter specified in this Agreement, the Additional Provisions attached hereto, and the following described exhibits, all ofwhich are incorporated into this Agreement by this reference:

Exhibit A Definition of Services Exhibit B Terms and Conditions for Payment Exhibit C Insurance Requirements Exhibit D Debarment and Suspension Certification Exhibit E Contract Compliance Reporting Requirements - Not Applicable, refer to

Additional Provisions of this contract.

The term of this Agreement shall be from November 1, 2009 through December 31, 2009.

The compensation payable to Contractor hereunder shall not exceed one hundred thirty five thousand seven hundred twenty dollars ($201,240) for the term of this Agreement.

3

--------

------------

Contract No.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

COUNTY OF ALAMEDA

Signature

Name:(Printed)

Title: President of the Board of Supervisors

Approved as to Form:

By:. County Counsel Signature

_

i~'\p,:Jro\.'c;:; ;~tS to Form ~tiCHARD F. V~INNIE, Cou Counsel

8Y_~~:::::""'-

CONTRACTOR/COMPANY NAME

By:_~~I----,-Y-5_r_ Signature

Name: Clarence Hunt (Printed)

Title: President, HR Management Inc

Date: /0 -1- Of

By signing above, signatory warrants and represents that he/she executed this Agreement in hislher authorized capacity and that by hislher signature on this Agreement, he/she or the entity upon behalfofwhich he/she acted, executed this Agreement

4

Contract No. _

GENERAL TERMS AND CONDITIONS

1. INDEPENDENT CONTRACTOR: No relationship of employer and employee is created by this Agreement; it being understood and agreed that Contractor is an independent contractor. Contractor is not the agent or employee of the County in any capacity whatsoever, and County shall not be liable for any acts or omissions by Contractor nor for any obligations or liabilities incurred by Contractor.

Contractor shall have no claim under this Agreement or otherwise, for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance medical care, hospital care, retirement benefits, social security, disability, Workers' Compensation, or unemployment insurance benefits, civil service protection, or employee benefits of any kind.

Contractor shall be solely liable for and obligated to pay directly all applicable payroll taxes (including federal and state income taxes) or contributions for unemployment insurance or old age pensions or annuities which are imposed by any governmental entity in connection with the labor used or which are measured by wages, salaries or other remuneration paid to its officers, agents or employees and agrees to indemnify and hold County harmless from any and all liability which County may incur because of Contractor's failure to pay such amounts.

In carrying out the work contemplated herein, Contractor shall comply with all applicable federal and state workers' compensation and liability laws and regulations with respect to the officers, agents and/or employees conducting and participating in the work; and agrees that such officers, agents, and/or employees will be considered as independent contractors and shall not be treated or considered in any way as officers, agents and/or employees of County.

Contractor does, by this Agreement, agree to perform hislher said work and functions at all times in strict accordance with currently approved methods and practices in hislher field and that the sole interest of County is to insure that said service shall be performed and rendered in a competent, efficient, timely and satisfactory manner and in accordance with the standards required by the County agency concerned.

Notwithstanding the foregoing, if the County determines that pursuant to state and federal law Contractor is an employee for purposes of income tax withholding, County may upon two week's notice to Contractor, withhold from payments to Contractor hereunder federal and state income taxes and pay said sums to the federal and state governments

2. INDEMNIFICAnON: To the fullest extent permitted by law, Contractor shall hold harmless, defend and indemnify the County of Alameda, its Board of Supervisors, employees and agents from and against any and all claims, losses, damages, liabilities and expenses, including but not limited to attorneys' fees, arising out of or resulting from the performance of services under this Agreement, provided that any such claim, loss, damage, liability or expense is attributable to bodily injury, sickness, disease, death or to

5


injury to or destruction of property, including the loss there from, or to any violation of federal, state or municipal law or regulation, which arises out of or is any way connected with the performance of this agreement (collectively "Liabilities") except where such Liabilities are caused solely by the negligence or willful misconduct of any indemnitee. The County may participate in the defense of any such claim without relieving Contractor of any obligation hereunder.

In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement is determined by a court of competent jurisdiction or the Alameda County Employees' Retirement Association (ACERA) or California Public Employees' Retirement System (PERS) to be eligible for enrollment in ACERA and PERS as an employee of County, Contractor shall indemnify, defend, and hold harmless County for the payment of any employee and/or employer contributions for ACERA and PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of County.

3. INSURANCE AND BOND: Contractor shall at all times during the term of the Agreement with the County maintain in force those insurance policies and bonds as designated in the attached Exhibit C, and will comply with all those requirements as stated therein.

4. PREYAILING WAGES: Pursuant to Labor Code Sections 1770 et seq., Contractor shall pay to persons performing labor in and about Work provided for in Contract not less than the general prevailing rate of per diem wages for work ofa similar character in the locality in which the Work is performed, and not less than the general prevailing rate of per diem wages for legal holiday and overtime work in said locality, which per diem wages shall not be less than the stipulated rates contained in a schedule thereof which has been ascertained and determined by the Director of the State Department of Industrial Relations to be the general prevailing rate ofper diem wages for each craft or type ofworkman or mechanic needed to execute this contract.

5. WORKERS' COMPENSATION: Contractor shall provide Workers' Compensation insurance, as applicable, at Contractor's own cost and expense and further, neither the Contractor nor its carrier shall be entitled to recover from County any costs, settlements, or expenses of Workers' Compensation claims arising out of this Agreement.

6. CONFORMITY WITH LAW AND SAFETY:

a. In performing services under this Agreement, Contractor shall observe and comply with all applicable laws, ordinances, codes and regulations of governmental agencies, including federal, state, municipal, and local governing bodies, having jurisdiction over the scope of services, including all applicable provisions of the California Occupational Safety and Health Act. Contractor shall indemnify and hold County harmless from any and all liability, fines, penalties and consequences from any of Contractor's failures to comply with such laws, ordinances, codes and regulations.

b. Accidents: If a death, serious personal injury or substantial property damage occurs in connection with Contractor's performance of this Agreement, Contractor shall immediately notify the Alameda County Risk Manager's Office by telephone. Contractor shall promptly submit to County a written report, in such form as may be

6

Contract No.------- required by County of all accidents which occur in connection with this Agreement. This report must include the following information: (1) name and address of the injured or deceased person(s); (2) name and address of Contractor's sub-Contractor, if any; (3) name and address of Contractor's liability insurance carrier; and (4) a detailed description of the accident and whether any of County's equipment, tools, material, or staff were involved.

c. Contractor further agrees to take all reasonable steps to preserve all physical evidence and information which may be relevant to the circumstances surrounding a potential claim, while maintaining public safety, and to grant to the County the opportunity to review and inspect such evidence, including the scene of the accident.

7. DEBARMENT AND SUSPENSION CERTIFICATION: (Applicable to all agreements funded in part or whole with federal funds and contracts over $25,000).

a. By signing this agreement and Exhibit D, Debarment and Suspension Certification, Contractor/Grantee agrees to comply with applicable federal suspension and debarment regulations, including but not limited to 7 Code of Federal Regulations (CFR) 3016.35, 28 CFR 66.35, 29 CFR 97.35,34 CFR 80.35, 45 CFR 92.35 and Executive Order 12549.

b. By signing this agreement, Contractor certifies to the best of its knowledge and belief, that it and its principals:

(l) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntary excluded by any federal department or agency;

(2) Shall not knowingly enter into any covered transaction with a person who is proposed for debarment under federal regulations, debarred, suspended, declared ineligible, or voluntarily excluded from participation in such transaction.

8. PAYMENT: For services performed in accordance with this Agreement, payment shall be made to Contractor as provided in Exhibit B hereto.

9. TRAVEL EXPENSES: Contractor shall not be allowed or paid travel expenses unless set forth in this Agreement.

10. TAXES: Payment of all applicable federal, state, and local taxes shall be the sole responsibility of the Contractor.

11. OWNERSHIP OF DOCUMENTS: Contractor hereby assigns to the County and its assignees all copyright and other use rights in any and all proposals, plans, specification, designs, drawings, sketches, renderings, models, reports and related documents (including computerized or electronic copies) respecting in any way the subject matter of this Agreement, whether prepared by the County, the Contractor, the Contractor's subContractors or third parties at the request of the Contractor (collectively, "Documents and Materials"). This explicitly includes the electronic copies of all above stated documentation.

Contractor also hereby assigns to the County and its assignees all copyright and other use rights in any Documents and Materials including electronic copies stored in Contractor's Information System, respecting in any way the subject matter of this Agreement.

7

Contract No. _

Contractor shall be permitted to retain copies, including reproducible copies and computerized copies, of said Documents and Materials. Contractor agrees to take such further steps as may be reasonably requested by County to implement the aforesaid assignment. If for any reason said assignment is not effective, Contractor hereby grants the County and any assignee of the County an express royalty - free license to retain and use said Documents and Materials. The County's rights under this paragraph shall apply regardless of the degree of completion of the Documents and Materials and whether or not Contractor's services as set forth in Exhibit "A" of this Agreement have been fully performed or paid for.

In Contractor's contracts with other Contractors, Contractor shall expressly obligate its SubContractors to grant the County the aforesaid assignment and license rights as to that Contractor's Documents and Materials. Contractor agrees to defend, indemnify and hold the County harmless from any damage caused by a failure of the Contractor to obtain such rights from its Contractors and/or Sub-Contractors.

Contractor shall pay all royalties and license fees which may be due for any patented or copyrighted materials, methods or systems selected by the Contractor and incorporated into the work as set forth in Exhibit "A", and shall defend, indemnify and hold the County harmless from any claims for infringement of patent or copyright arising out of such selection. The County's rights under this Paragraph 11 shall not extend to any computer software used to create such Documents and Materials.

12. CONFLICT OF INTEREST; CONFIDENTIALITY: The Contractor covenants that it presently has no interest, and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of services required under this Agreement. Without limitation, Contractor represents to and agrees with the County that Contractor has no present, and will have no future, conflict of interest between providing the County services hereunder and any other person or entity (including but not limited to any federal or state wildlife, environmental or regulatory agency) which has any interest adverse or potentially adverse to the County, as determined in the reasonable judgment of the Board of Supervisors of the County.

The Contractor agrees that any information, whether proprietary or not, made known to or discovered by it during the performance of or in connection with this Agreement for the County will be kept confidential and not be disclosed to any other person. The Contractor agrees to immediately notify the County by notices provided in accordance with Paragraph 13 of this Agreement, if it is requested to disclose any information made known to or discovered by it during the performance of or in connection with this Agreement. These conflict of interest and future service provisions and limitations shall remain fully effective five (5) years after termination of services to the County hereunder.

13. NOTICES: All notices, requests, demands, or other communications under this Agreement shall be in writing. Notices shall be given for all purposes as follows:

Personal delivery: When personally delivered to the recipient, notices are effective on delivery.

First Class Mail: When mailed first class to the last address of the recipient known to the party giving notice, notice is effective three (3) mail delivery days after deposit in a United States Postal Service office or mailbox. Certified Mail: When mailed certified mail, return

8

Contract No. ------- receipt requested, notice is effective on receipt, if delivery is confirmed by a return receipt.

Overnight Delivery: When delivered by overnight delivery (Federal Express/Airborne/United Parcel Service/DHL WorldWide Express) with charges prepaid or charged to the sender's account, notice is effective on delivery, if delivery is confirmed by the delivery service. Telex or facsimile transmission: When sent by telex or facsimile to the last telex or facsimile number of the recipient known to the party giving notice, notice is effective on receipt, provided that (a) a duplicate copy of the notice is promptly given by first-class or certified mail or by overnight delivery, or (b) the receiving party delivers a written confirmation of receipt. Any notice given by telex or facsimile shall be deemed received on the next business day ifit is received after 5:00 p.m. (recipient's time) or on a non-business day.

Addresses for purpose of giving notice are as follows:

To County: Alameda County Social Services Agency 2000 San Pablo Avenue Oakland, CA 94612 Attn: Karen Obidah

Contracts Office, 4th floor

To Contractor: HR Management Inc 462 Elmwood Ave. Suite 9 Oakland, CA 94612 Attn:Clarence Hunt, President

Any correctly addressed notice that is refused, unclaimed, or undeliverable because of an act or omission of the party to be notified shall be deemed effective as of the first date that said notice was refused, unclaimed, or deemed undeliverable by the postal authorities, messenger, or overnight delivery service.Any party may change its address or telex or facsimile number by giving the other party notice of the change in any manner permitted by this Agreement.

14. USE OF COUNTY PROPERTY: Contractor shall not use County property (including equipment, instruments and supplies) or personnel for any purpose other than in the performance of hislher obligations under this Agreement.

15. EQUAL EMPLOYMENT OPPORTUNITY PRACTICES PROVISIONS: Contractor assures that he/she/it will comply with Title VII of the Civil Rights Act of 1964 and that no person shall, on the grounds of race, creed, color, disability, sex, sexual orientation, national origin, age, religion, Vietnam era Veteran's status, political affiliation, or any other non-merit factor, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Agreement.

a. Contractor shall, in all solicitations or advertisements for applicants for employment placed as a result of this Agreement, state that it is an "Equal Opportunity Employer" or that all qualified applicants will receive consideration for employment without regard to their race, creed, color, disability, sex, sexual orientation, national origin, age, religion, Vietnam era Veteran's status, political affiliation, or any other nonmerit factor.

b. Contractor shall, if requested to so do by the County, certify that it has not, in the

9


performance of this Agreement, discriminated against applicants or employees because of their race, creed, color, disability, sex, sexual orientation, national origin, age, religion, Vietnam era Veteran's status, political affiliation, or any other nonmerit factor.

c. If requested to do so by the County, Contractor shall provide the County with access to copies of all of its records pertaining or relating to its employment practices, except to the extent such records or portions of such records are confidential or privileged under state or federal law.

d. Contractor shall recruit vigorously and encourage minority - and women-owned businesses to bid its subcontracts.

e. Nothing contained in this Agreement shall be construed in any manner so as to require or permit any act, which is prohibited by law.

f. The Contractor shall include the provisions set forth in paragraphs A through E (above) in each of its subcontracts.

16. DRUG-FREE WORKPLACE: Contractor and Contractor's employees shall comply with the County's policy of maintaining a drug-free workplace. Neither Contractor nor Contractor's employees shall unlawfully manufacture, distribute, dispense, possess or use controlled substances, as defined in 21 U.S. Code § 812, including, but not limited to, marijuana, heroin, cocaine, and amphetamines, at any County facility or work site. If Contractor or any employee of Contractor is convicted or pleads nolo contender to a criminal drug statute violation occurring at a County facility or work site, the Contractor within five days thereafter shall notify the head of the County department/agency for which the contract services are performed. Violation of this provision shall constitute a material breach of this Agreement

17. AUDITS; ACCESS TO RECORDS: The Contractor shall make available to the County, its authorized agents, officers, or employees, for examination any and all ledgers, books of accounts, invoices, vouchers, cancelled checks, and other records or documents evidencing or relating to the expenditures and disbursements charged to the County, and shall furnish to the County, its authorized agents, officers or employees such other evidence or information as the County may require with regard to any such expenditure or disbursement charged by the Contractor.

The Contractor shall maintain full and adequate records in accordance with County requirements to show the actual costs incurred by the Contractor in the performance of this Agreement. If such books and records are not kept and maintained by Contractor within the County of Alameda, California, Contractor shall, upon request of the County, make such books and records available to the County for inspection at a location within County or Contractor shall pay to the County the reasonable, and necessary costs incurred by the County in inspecting Contractor's books and records, including, but not limited to, travel, lodging and subsistence costs. Contractor shall provide such assistance as may be reasonably required in the course of such inspection. The County further reserves the right to examine and reexamine said books, records and data during the three (3) year period following termination of this Agreement or completion of all work hereunder, as evidenced in writing by the County, and the Contractor shall in no event dispose of, destroy, alter, or mutilate said books, records, accounts, and data in any manner whatsoever for three (3)

10

Contract No. _

years after the County makes the final or last payment or within three (3) years after any pending issues between the County and Contractor with respect to this Agreement are closed, whichever is later.

18. DOCUMENTS AND MATERIALS: Contractor shall maintain and make available to County for its inspection and use during the tenn of this Agreement, all Documents and Materials, as defined in Paragraph 11 of this Agreement. Contractor's obligations under the preceding sentence shall continue for three (3) years following tennination or expiration of this Agreement or the completion of all work hereunder (as evidenced in writing by County), and Contractor shall in no event dispose of, destroy, alter or mutilate said Documents and Materials, for three (3) years following the County's last payment to Contractor under this Agreement.

19. TIME OF ESSENCE: Time is of the essence in respect to all provisions of this Agreement that specify a time for perfonnance; provided, however, that the foregoing shall not be construed to limit or deprive a party of the benefits of any grace or use period allowed in this Agreement.

20. TERMINATION: The County has and reserves the right to suspend, tenninate or abandon the execution of any work by the Contractor without cause at any time upon giving to the Contractor prior written notice. In the event that the County should abandon, tenninate or suspend the Contractor's work, the Contractor shall be entitled to payment for services provided hereunder prior to the effective date of said suspension, tennination or abandonment. Said payment shall be computed in accordance with Exhibit B hereto, provided that the maximum amount payable to Contractor for its Payrolling Services shall not exceed $201,240. payment for services provided hereunder prior to the effective date of said suspension, tennination or abandonment.

SMALL, LOCAL AND EMERGING BUSINESS PARTICIPAnON: Contractor has been certified by the County as a small or emerging local business. As a result, there is no requirement to subcontract with another business in order to satisfy the County's Small and Emerging Locally owned Business provision. However, should Contractor's status as a certified small or emerging local business change at any time during the tenn of this Agreement, Contractor shall comply with the County's Small and Emerging Local Business proVision.

21. FIRST SOURCE PROGRAM: For contracts over $100,000, Contractor shall provide County ten (10) working days to refer to Contractor, potential candidates to be considered by Contractor to fill any new or vacant positions that are necessary to fulfill their contractual obligations to the County that Contractor has available during the contract tenn before advertising to the general public.

22. CHOICE OF LAW: This Agreement shall be governed by the laws of the State of California.

23. WAIVER: No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure, right or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver

11


unless the writing so specifies.

24. ENTIRE AGREEMENT: This Agreement, including all attachments, exhibits, and any other documents specifically incorporated into this Agreement, shall constitute the entire agreement between County and Contractor relating to the subject matter of this Agreement. As used herein, Agreement refers to and includes any documents incorporated herein by reference and any exhibits or attachments. This Agreement supersedes and merges all previous understandings, and all other agreements, written or oral, between the parties and sets forth the entire understanding of the parties regarding the subject matter thereof. The Agreement may not be modified except by a written document signed by both parties.

25. HEADINGS herein are for convenience of reference only and shall in no way affect interpretation of the Agreement.

26. ADVERTISING OR PUBLICITY: Contractor shall not use the name of County, its officers, directors, employees or agents, in advertising or publicity releases or otherwise without securing the prior written consent of County in each instance.

27. MODIFICATION OF AGREEMENT: This Agreement may be supplemented, amended or modified only by the mutual agreement of the parties. No supplement, amendment or modification of this Agreement shall be binding unless it is in writing and signed by authorized representatives of both parties.

28. ASSURANCE OF PERFORMANCE: If at any time County believes Contractor may not be adequately performing its obligations under this Agreement or that Contractor may fail to complete the Services as required by this Agreement, County may request from Contractor prompt written assurances of performance and a written plan acceptable to County, to correct the observed deficiencies in Contractor's performance. Contractor shall provide such written assurances and written plan within ten (10) calendar days of its receipt of County's request and shall thereafter diligently commence and fully perform such written plan. Contractor acknowledges and agrees that any failure to provide such written assurances and written plan within the required time is a material breach under this Agreement.

29. SUBCONTRACTING/ASSIGNMENT: Contractor shall not subcontract, assign or delegate any portion ofthis Agreement or any duties or obligations hereunder without the County's prior written approval.

a. Neither party shall, on the basis of this Agreement, contract on behalf of or in the name of the other party. Any agreement that violates this Section shall confer no rights on any party and shall be null and void.

b. Contractor shall use the subcontractors identified in Exhibit A and shall not substitute subcontractors without County's prior written approval.

c. Contractor shall remain fully responsible for compliance by its subcontractors with all the terms of this Agreement, regardless of the terms of any agreement between Contractor and its subcontractors.

30. SURVIVAL: The obligations of this Agreement, which by their nature would continue beyond the termination on expiration of the Agreement, including without limitation, the

12


obligations regarding Indemnification (Paragraph 2), Ownership of Documents (Paragraph II), and Conflict ofInterest (Paragraph 12), shall survive tennination or expiration.

31. SEVERABILITY: Ifa court of competent jurisdiction holds any provision of this Agreement to be illegal, unenforceable, or invalid in whole or in part for any reason, the validity and enforceability of the remaining provisions, or portions of them, will not be affected, unless an essential purpose of this Agreement would be defeated by the loss of the illegal, unenforceable, or invalid provision.

32. PATENT AND COPYRIGHT INDEMNITY: Contractor represents that it knows of no allegations, claims, or threatened claims that the materials, services, hardware or software ("Contractor Products") provided to County under this Agreement infringe any patent, copyright or other proprietary right. Contractor shall defend, indemnify and hold harmless County of, from and against all losses, claims, damages, liabilities, costs expenses and amounts (collectively, "Losses") arising out of or in connection with an assertion that any Contractor Products or the use thereof, infringe any patent, copyright or other proprietary right of any third party. County will: (I) notify Contractor promptly of such claim, suit or assertion; (2) pennit Contractor to defend, compromise, or settle the claim; and, (3) provide, on a reasonable basis, infonnation to enable Contractor to do so. Contractor shall not agree without County's prior written consent, to any settlement, which would require County to pay money or perfonn some affinnative act in order to continue using the Contractor Products.

a. If Contractor is obligated to defend County pursuant to this Section 33 and fails to do so after reasonable notice from County, County may defend itself and/or settle such proceeding, and Contractor shall pay to County any and all losses, damages and expenses (including attorney's fees and costs) incurred in relationship with County's defense and/or settlement of such proceeding.

b. In the case of any such claim of infringement, Contractor shall either, at its option, (I) procure for County the right to continue using the Contractor Products; or (2) replace or modify the Contractor Products so that that they become non-infringing, but equivalent in functionality and perfonnance.

c. Notwithstanding this Section 33, County retains the right and ability to defend itself, at its own expense, against any ciaims that Contractor Products infringe any patent, copyright, or other intellectual property right.

33. OTHER AGENCIES: Other tax supported agencies within the State of California who have not contracted for their own requirements may desire to participate in this contract. The Contractor is requested to service these agencies and will be given the opportunity to accept or reject the additional requirements. If the Contractor elects to supply other agencies, orders will be placed directly by the agency and payments made directly by the agency.

34. EXTENSION: This agreement may be extended for two additional one year tenns by mutual agreement of the County and the Contractor

35. SIGNATORY: By signing this agreement, signatory warrants and represents that he/she executed this Agreement in his/her authorized capacity and that by hislher signature on this Agreement, he/she or the entity upon behalf ofwhich he/she acted, executed this Agreement

13

Contract No. _

ADDITIONAL PROVISIONS

• Exhibit E is not applicable.

/

I

County Counsel Signature: _

f~\.p"lro\ '~;:; ~\s to Form :hICHARfJ F. :f\JINNIE, unty Counsel

ay~L1~~. :we::::=

14


HR Management Inc EXHIBIT A p.l

I. DEFINITION OF SERVICES

1. Contractor shall provide Payrolling Services in accordance with the "Specific Requirements" "Description of Services" section. Said sections are incorporated herein by reference and attached hereto as Exhibit A.

2. Contractor project team will consist of the following Key Personnel and subcontractors, as applicable during the contract term:

Clarence Hunt President Renatta Fairbanks Business Development Specialist

Contractor agrees that it shall not transfer or reassign the individuals identified above as Key Personnel or substitute subcontractors without the express written agreement of County, which agreement shall not be unreasonably withheld. Should such individual or individuals in the employ of Contractor no longer be employed by Contractor during the term of this Agreement, Contractor shall make a good faith effort to present to County an individual with greater or equal qualifications as a replacement subject to County's approval, which approval shall not be unreasonably withheld.

3. The approval of County to a requested change shall not release Contractor from its obligations under this Agreement.

15


HR Management Inc EXHIBIT A p.2

II. DESCRIPTION OF SERVICES

A. The Contractor will act as the fiscal intermediary and provide payroll services to CalWORKs participants in the Paid Work Experience (PWEX) program. Paid Work Experience is designed to help participants who have limited work experience, a sporadic employment history and/or limited marketable skills, to practice and upgrade their job skills in a professional work environment. The primary responsibility of the CONTRACTOR is to insure that CalWORKs participants receive scheduled payroll checks during regular pay periods. (The approximate number will increase from 50 in November to 75 by the end of December.) Wages will be based on CalWORKs participants working 20 to 25 hours each week at non-profit and government agencies. Each CalWORKs participant engaged in PWEX activities will be paid $8.00 per hour and work between 20-25 hours per week or 4050 hours per bi-weekly pay period.

B. SSA has contracted with a separate community based organization (CBO) in Mid, South & Eastern portion of Alameda County to implement the Paid Work Experience program. This CBO will be responsible for recruiting work sites and providing case management and job placement services to participants, as well as providing to the CONTRACTOR the required employment and attendance documentation needed to establish a participant as an employee and to process payroll. Participants will be paid on a biweekly schedule.

C. CONTRACTOR RESPONSIBILITIES INCLUDE:

1. New Hire Documentation - Processes, completes and maintains all new hire IRS W-4, W-5 and other new hire related documentation prior to participants starting their work assignment at the host/work site.

2. Timesheets - Coordinates with the Paid Work Experience CBO to insure that timesheet information is submitted in time for payroll processing prior to the due date of the payroll schedule for each pay period.

3. Payroll Schedule -Issues biweekly payroll. 4. Direct Deposit - provide as an option for Electronic Funds Transfer (EFT) services

that will automatically transfer payroll funds to an individual participant's checking or savings accounts at a participating bank, savings and loan association or credit unIOn.

5. Payroll Deductions - Responsible for making sure that FICA, Social Security, Federal and State Unemployment Taxes as well as all other standard payroll deductions are properly deducted in accordance with Federal, State and local laws.

6. Emergency Manual Checks - On an as-needed basis manual checks will be produced upon request by the host/work site staff or SSA staff. Manual checks should be exceptions.

7. W-2s - Responsible for providing W-2s of the preceding calendar year by January 20 each year.

16



8. The Earned Income Tax Credit (EITC) - Issues Advanced EITC for eligible CalWORKs participants upon request. The EITC is a refundable federal income tax credit for low-income working individuals and families. The advance EITC allows those who expect to qualify for the EITC and have at least one qualifying child to receive part of the credit in each paycheck during the year the person qualifies for the credit.

9. Wage Garnishments - The Employer of Record will administer wage garnishments as required.

10. Submit monthly detailed summary reports to the SSA Finance Department that detail accurate fiscal information (as detailed in the Exhibit B of this contract).

11. Collect individual PWEX Participant Attendance Forms bi-weekly. 12. Collect and record reported Host- Site Supervisory Wages and Benefit costs as detailed in submitted bi-weekly individual PWEX Participant Attendance Forms. 13. Review all the PWEX Participant Attendance Forms to verify they are accurately completed. 14. Insure that all payroll checks are processed and provided to the CBO for distribution seven (7) business days after receipt from the CBO. 15. Provide SSA Finance with an invoice and summary report of the documented wages

and match information that includes a copy of the participants' wage stubs, daily attendance reports and a copy of the supervisors' pay stub.

D. As the Employer of Record, Contractor will also be responsible for managing not only the payroll process but also the following areas:

• Governmental reporting • Processing payroll taxes • Workers' compensation and claims • Unemployment claims and hearings • Wage garnishments • Medical leave of absences • Determine eligibility to work in the US

SSA estimates that there will be approximately 50 individual clients placed in PWEX employment positions at any given time. However, this number may increase or decrease based upon a variety of factors.

17

Contract No. -------


E. Bi-Weekly Payroll Schedule Process & Steps:

1. Host Site supervisors maintains a daily attendance record of the PWEX Participant's work hours.

2. Host Site Supervisor will on a biweekly basis complete the PWEX Employment Form, which includes the participant's wage cost information, and the supervision cost match information. (See Attachment A - Bi-Weekly PWEX Employment Form)

3. Host Site Supervisors will fax signed and dated biweekly PWEX Employment Form(s) for each individual PWEX participant to the CBO no later than by the close of the last day of the biweekly pay period.

4. CBO will review and submit to all the individual PWEX Participant Attendance Forms to the Employer Agent by the following business day.

5. Employer Agent reviews all the PWEX Participant Attendance !Payroll Forms to verify they are accurately completed.

6. Employer Agent will record all Supervisory Hours and related salary plus benefits earned per pay period - as detailed in the individual bi-weekly PWEX Participant Attendance!Payroll Form.

7. Employer Agent insures that all payroll checks are processed and provided to the CBO for distribution seven (7) business days after receipt from the CBO.

8. CBO distributes individual paychecks to PWEX participants by the close of the following business day.

9. Employer Agent provides SSA Finance with a monthly invoice and summary report of the documented wages and match information that includes a copy of the participants' wage stubs, daily attendance reports and Host Site Supervisor pro-rated salary and benefits.

III. RECORD KEEPING & REPORTING REQUIREMENTS

A. Contractor shall agree to utilize standardized report formats as required.

B. Contractor shall provide two (2) copies of detail and summary reports identified in this section to Social Services Agency, Contracts Office.

C. Contractor will maintain records and provide related Monthly Payrolling Services Detail Activity Report by PWEX Employee Position, which shall include:

1. PWEX Employee Name. 2. Host Site. 3. Pay Period Ending. 4. Wage code (regular).

18



5. Number of hours worked per pay period. 6. Recorded total Supervisory salary & Benefits costs per PWEX Employee

per pay period. 7. Start and end date of assignment. 8. Bill Rate. 9. Sub-total ofhours and dollars of all PWEX Employees per pay Period. 10. Sub-total of hours and dollars of Supervision per pay period. 11. Grand total of hours and dollars per month for all PWEX Employees. 12. Grand total of hours and dollars per month for all PWEX Supervision.

19

k-fA-CHNYMI A-. PWEX EMPLOYEE PAYROLL AND SUPERVISION CERTIFICATION FORM A....'••~!t~L ~~...

........ ' ,-.~"'C' PWEX HOST SITE . h' "I < "" ",~."",-~,...)\_, :~:1 ,-;~_:' "'I' I'_,~_:,_

ADDRESS:/...,r;~ C'-1 C, 'i

PHONE: EMPLOYEE WAGE COST I:\FOR\IATIO", LAST NAME FIRST NAME SSN

PAY PERIOD WORKED WAGES PAID Bl DATE DAYS EMPLOYEE

Use one form per employee HOURS WORKEIl HOURLYWAGI

$0.000.0 $8,0009/06/09 Sunday $0.00

Attach a copy orthe daily attendance record (signed by the participant). It will be a one 0.0 $8,00Monday09/07/09

$0.00 sheet document that states the pay period and list tbe days and houn worked each day.

09/08/09 Tuesday 0.0 $8.00 0.0 $8,0009/09109 Wednesday $0.00 0.0 $8,0009/IOI09 Thursday $0.00

Attach copy ofeach sllpeooor's pay stub. $0.00$8,00Friday09/11109 O. $8,0009/12/09 Saturday O. $0.00

Sunday $8.0009/13/09 O. $0.00 09/14/09 Monday $8.00 $0.00O.

$8,00Tuesday09/15109 O. $0.00 Wednesday $8.0009/16/09 O. $0.00 Thursday09/17/09 $8.00 $0.00O.

$8.0009/18/09 Friday O. $0.00 $8.0009/19/09 Saturday O. $0.00

TOTAL "M PAID WOIIK.IXPEIUENCE lWh OF WAGES 4 TAXES SUO

SCPERVISION COST \IATCH I:"iFOR\1ATIO:'\

PAY PERIOD C - (BfA) F - IE 1 C 1 (lID»)A B D E

GROSS WAGES & SUPERVISOR SUPERVISION OF

HOURS HOURS SPENT 01\ PERCENT (%) OF TIME SPENT 01' TAXES PAID FOil

WAS PAID FOR SUBSIDIZEr: SUPERVISOJ; COST OF DURING PAY

SUPERVISIOl' AVERAGE # 0 SUPERVISING

LAST NAME EMPLOYEE'~ EMPLOYEES n- DURlNGPA'DURING PAY

EMPLOYEEEND DATI PERlOI: WORKGROUI PERlOI: WORKGROUI PERlQ[BEGIN DATIFIRST NAME $0.00

0% ~

$0.00 $0.00~

$0.00 0% 0'Yt

$0.00

Enter each supervisor seperately per pay period TOI'AL StJPERVISION COST ... "Error" if more than employee's hours.

PWEX HOST SITE CERTIFICATION Please adiust hours. I certifY that the infonnation provided above is, to the best ofmy knowledge, complete and accurate; both PWEX employee hours worked, supervisor hours worked, and salary paid for match. are in accordance with the approved, Host Site Agreement cited for services provided under the provision of that agreement. Full justification and backup records for the expenditures are maintained in our office at the address indicated, I further certifY that no additional Federal grant revenues SUDoort anv of the expenditures included in this invoice, Send to: Alameda County Social Services Agency

Signature Date Finance Department, Attention: Fonda Houston

2000 San Pablo Avenue Print Name and Title: Oakland, CA 94612

Contract No. _

HR Management Inc Exhibit B p. 1 of 3


CONTRACTOR, HR Management Inc, agrees to implement and maintain compliance with the provisions specified in Exhibit A Program Service Description of this contract for the delivery of services to County of Alameda CalWORKs Paid Work Experience participants under this contract. Compliance for these contract provisions will be for the period effective November 1, 2009 through December 30, 2009.

I. Advance. Payment and Reconciliation

a. At the start of the contract period, the Contractor shall receive an advance via "Provisional Payment" in the amount of $2,012.00 (10 % of contract amount). These funds may be used to make payments to PWEX Employees once the CBO implements the submission of individual PWEX Employee related employment verification paperwork and submission of an initial and verified employee payroll period.

b. Under this contract term the Contractor shall invoice on monthly basis and may request and receive additional provisional payments for to cover projected monthly payroll costs for through December 30,2009.

c. Beginning in December 2009 Contractor shall invoice monthly for actual prior monthly expenditures. On a monthly basis, the contractor shall provide a billing [and reconciliation] to SSA showing the amount of funds it began with, the amount used, the number of participants assisted, and the balance.

d. SSA will issue a check to the Contractor for the amount of funds expended during the billing period minus the agreed recoupment payment towards a reconciled invoiced expenditures/payments -balance to occur at the end of the term of this award period.

Contractor will maintain records and provided related Monthly Payrolling Services Detail Activity Report by PWEX Employee Name, which shall include:

1. PWEX Employee Name. 2. Host Site. 3. Pay Period Ending. 4. Wage code (regular). 5. Number ofhours worked per pay period. 6. Recorded total Supervisory salary & Benefits costs per PWEX

Employee per pay period. 7. Start and end date of assignment. 8. Bill Rate.

20

Contract No. _



9. Sub-total of hours and dollars of all PWEX Employees per pay Period 10. Sub-total of hours and dollars of Supervision per pay period 11. Grand total of hours and dollars per month for all PWEX Employees 12. Grand total of hours and dollars per month for all PWEX Supervision

III. Monthly Invoicing Contractor shall submit originally signed monthly invoices along with the monthly report ten (10) working days following the close of the month to:

Karen Obidah Contracts Office Alameda County Social Services Agency 2000 San Pablo Avenue, 4tb Floor Oakland, CA 94612 (510) 267-8608

IV. Invoices are to include: l.Current Month's Expenditures: 2. Two separate lines identifying expenditures for

a. administrative costs or contractor's" mark up", and b. payroll to PWEX participants.

3.Year-to-Date Expenditures. 4. Balance Remaining. 5.Amount ofAdvance Recoupment.

The County has ten (10) working days to process the invoice for payment.

21

Contract No. _



v. Termination Provision:

1. Termination for Cause: If County determines that Contractor has failed, or will fail, through any cause, to fulfill in a timely and proper manner its obligations under this agreement, or if county determines that Contractor has violated or will violate any of the covenants, agreements, provisions,

. or stipulations of the agreement, county shall thereupon have the right to termination and specifying the effective date of such termination. Without prejudice to the foregoing, Contractor agrees that if prior to or subsequent to the termination or expiration of the agreement upon any final or interim audit by county, Contractor shall have failed in any way to comply with any requirements of this agreement, then Contractor shall pay to county forthwith whatever sums are so disclosed to be due to county (or shall, at county's election, permit county to deduct such sums from whatever amounts remain undisbursed by county to Contractor pursuant to this agreement or from whatever remains due Contractor by county from any other contract between Contractor and county).

2.Termination With Cause: County shall have the right to terminate this Agreement without cause at any time upon giving at least 30 days written notice prior to the effective date of such termination.

3.Termination By Mutual Agreement: County and Contractor may otherwise agree in writing to terminate this Agreement in a manner consistent with mutually agreed upon specific terms and conditions.

End of Program Unless otherwise notified, all funds under this program must be reconciled by January 30, 2010.

22

C

EXHIBITC

COUNTY OF ALAMEDA MINIMUM INSURANCE REQUIREMENTS

Without limiting any other obligation or liability under this Agreement, the Contractor, at its sole cost and expense, shall secure and keep in force during the entire term of the Agreement or longer, as may be specified below, the following insurance coverage, limits and endorsements:

A Commercial General Liability $1,000,000 per occurrence (CSL) Premises Liability; Products and Completed Operations; Contractual Liability; Bodily Injury and Property Damage Personalln'u and Advertisin Liabili

B Commercial or Business Automobile Liability $1,000,000 per occurrence (CSL) All owned vehicles, hired or leased vehicles, non-owned, borrowed and Any Auto permissive uses. Personal Automobile Liability is acceptable for individual Bodily Injury and Property Damage contractors with no trans rtation or haulin related activities

Workers' Compensation (WC) and Employers Liability (EL) WC: Statutory Limits R uired for all contractors with em 10 ees EL: $100,000 r accident for bodil in'u or disease

D Professional Liability/Errors &Omissions $1,000,000 per occurrence Includes endorsements of contractual liability $2,000,000 a rate

E Endorsements and Conditions:

1. ADDITIONAL INSURED: All insurance required above with the exception of Professional Liability, Personal Automobile Liability, Workers' Compensation and Employers Liability, shall be endorsed to name as additional insured: County of Alameda, its Board of Supervisors, the individual members thereof, and all County officers, agents, employees and representatives.

2. DURATION OF COVERAGE: All required insurance shall be maintained during the entire term of the Agreement with the following exception: Insurance policies and coverage(s) written on aclaims-made basis shall be maintained during the entire term of the Agreement and until 3 years following termination and acceptance of all work provided under the Agreement, with the retroactive date of said insurance (as may be applicable) concurrent with the commencement of activities pursuant to this Agreement.

3. REDUCTION OR LIMIT OF OBLIGATION: All insurance policies shall be primary insurance to any insurance available to the Indemnified Parties and Additionallnsured(s). Pursuant to the provisions of this Agreement, insurance effected or procured by the Contractor shall not reduce or limit Contractor's contractual obligation to indemnify and defend the Indemnified Parties.

4. INSURER FINANCIAL RATING: Insurance shall be maintained through an insurer with a minimum A.M. Best Rating of A- or better, with deductible amounts acceptable to the County. Acceptance of Contractor's insurance by County shall not relieve or decrease the liability of Contractor hereunder. Any deductible or self-insured retention amount or other similar obligation under the policies shall be the sole responsibility of the Contractor. Any deductible or self-insured retention amount or other similar obligation under the policies shall be the sole responsibility of the Contractor.

5. SUBCONTRACTORS: Contractor shall include all subcontractors as an insured (covered party) under its policies or shall fumish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.

6. JOINT VENTURES: If Contractor is an association, partnership or other joint business venture, required insurance shall be provided by anyone of the following methods:

separate insurance policies issued for each individual entity, with each entity included as a 'Named Insured (covered party), or at minimum named as an 'Additional Insured' on the other's policies. Joint insurance program with the association, partnership or other joint business venture included as a 'Named Insured.

7. CANCELLATION OF INSURANCE: All required insurance shall be endorsed to provide thirty (30) days advance written notice to the County of cancellation.

8. CERTIFICATE OF INSURANCE: Before commencing operations under this Agreement, Contractor shall provide Certificate(s) of Insurance and applicable insurance endorsements, in form and satisfactory to County, evidencing that all required insurance coverage is in effect. The County reserves the rights to require the Contractor to provide complete, certified copies of all required insurance policies. The require certificate(s) and endorsements must be sent to:

Alameda County Social Services/Contracts Office, 2000 San Pablo Avenue, 4th Floor, Oakland, CA 94612 Attn: Insurance Unit

- With aco to Risk Man ement Unit 1106 Madison Street, Room 233, Oakland, CA 94607

Certificate C-2 Form 2001-1

Revised 4/30/09 24

I

X

~R I DA11! lMOWO/YYYY)

OPIDuCERTIFICATE OF LIABILITY INSURANCE HRMlUf-1 09/23/09

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION -Irene C. Berman In•. Service. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Irene Beraan-,06197S9 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR

ALTER THE COVERAGE AFFORDED BY THE POUCIES BELOW. 422 Pre.idio Avenue San Franci.co CA 94115

Phone: 415-447-4212 Fax: 415-447-41S1 INSURERS AFFORDING COVERAGE NAIC. "'UMO

INSURER A: Hartford In.urance Company

INSURER B

INSURER C BR Manage_nt Corp, Inc 462 Blmwood Ave Ste 6 INSURER 0 OAkland CA 94612

INSURER E:

COVERAGES THE POlICIES Of INSURANCE lISTED BElON' HAVE BEEN ISSUED TO THE INSURED NAMED ABOvE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDINO

ANY REQUIREMENT, TERM OR COHDlTKlN Of AKY CONTRACT OR OTHER DOCUMENT WITH RESPECT TOWHICt1 THI8 CERTIACATE MAY BE ISSUED OR

MAY PERTAIN, THE MWRANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO Al...l THE TERIIS, El(CLUSIOHS ,,"0 CONDfTIONS OF SUCH

POlICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAlO ClAIMS.

INIft LTR POUCV_TYPE OflINSUItANCE:.:

OIMI'RALWIINL.fT'( -

A COIIMEACW. GENERAl LIASIUTY 57SBMUZ1559X - tJ CLAIMS MADE ~ OCCUR -

-

-GEN"'L AGGREGATE LIMIT APPLIES PER'

il ~UCY n ~:~ n LOC

AUTOMOBIlE UA8lUTY -

ANY AUTO -

ALL OWNED AUTOS -

SCHEDULED AUTOS -

A HIRED AUTOS X 57SBHUZ1559 -

A NON..CJWNED AUTOS 57SBHUZ1559~

-

GARAGE UMlJT't

=1m~o

EXCI!Ul~u.AL..LII84JTY

=:J OCCUR =:J CLAIMS MADE

==l DEDUCTIBLE

RETENTION • WOItUItl CO"ENSAT1ON

AND EMPLOYmlS' UMILJTY VlN

AMY PtlOPRIETORIPARTNERlEXECUTIVE

OFflCERIME..Bf.R fXCLUDEO? D(~ryInN"1

......, dncftbe UPIlW

SP£ClAL PROVtSIOHS betaw

O,",,!III

OUC"T1ON Of OfIIeAAnaIISI L.OCAnCIIIS' 'lEHK:LU' 'EKa.USfONS ADDED BY IEJlII)OR.SEMEIlIT I SPeCIAL PROYtSIONS

The County of Al_da, ita board of • upervi.ora, the individual member• thereof, and all county officera, agent., employ_a, and repre.entAtive. additional in.ured.

poucy EfR:C1'1VE

DATE lMOWO/YYYY) POUCY UPtRAnoN DA11!~

01/26/09

01/26/09

01/26/09

01/26/10

01/26/10

01/26/10

u.-n

• 1000000 DAMAGE TO RENTED

PREMI8ES (E. 0CC&ftf'ICe) • 300000 'lED EXP (Any _ per.onj • 10000 PERSONAL & ArN INJURY • 1000000 GENERAL AGGREGATE • 2000000 PRODUCTS· CQIIP.oP AGG • 2000000

COMBINED SINGLE LIMIT • 1000000

•

•

PROPERTY ~MAGE •(PerllCddent)

AUTO ONLY· EA ACCIDENT • EANX •

AGG • EACH OCCURRENCE • AGGREa.-.TE •

• • •

I. WCaTATU- IOTHo TORY LIMITS I E'

EL. EACH ACCIDENT • E.L. DI8~E 0 EA EMPLOYEE • If.L. DISEASE· POLJCY LIMIT •

a.

EACH OCCURRENCE

(E••ccldent)

BODILY INJURY (Per penon)

BODILY INJURY

"".-

OTHfRTHAH

AUTO ONLY'

CERTIFICATE HOLDER

ADDITIO

The County of Al_da Attn: Karen Obidah 2000 San Pablo Ave. 3rd Flo Oakland CA 94612 I

ACORD 25 (2009/01)

CANCELLATION

SHOULD MY OF THE ABOYE DESCIIIIBIlD POUCIES lIE CANCEL1.ED BEFORIl THE EXPIlIIATlOfiII

DAlE '""EREOf', ,""E IUU.O INSUIIIER WLL ENDEAVOR TO IIIAIL a..YS'MlI~N~

NoncE TO TKE CEImFfCAT'! HOLDEIII NAMED TO THE LEA, BUT 'MJJRE TO DO 10 IHALL

IMPOSE NO O8I-JGAT1ON OR. UA8lUlY Of MY l'OtiD UPOII r.- lauRER, os AOI:IIrTI all

RIPIIIEHNTAllVEl.

AU'TttOfIUZED REPRUEtiTAllVE GeoIIrey ,,*,",,", c, us,0= Irene H_ Insunlnce_.

ueorrrey Herman ON CN ' Geoffrey Berman

Date: 2009.09.23 13:04:08 -OTOO'

@ 1988-2009 ACORD CORPORATION. All rights reserved.

The ACORD name and logo are registered marks of ACORD

---

CERTHOLDER COpy NB

STATE P.O. BOX 420807. SAN FRANCISCO.CA 94142-0807 COMPENSATION INSURANCE

FUND CERTIFICATE OF WORKERS' COMPENSATION INSURANCE

ISSUE DATE: 08-23-2009 GROUP: POLICY NUMBER: 17214151-2008 CERTIFICATE ID: 7 CERTIFICATE EXPIRES: 04-01-2010

04-01-2008/04-01-2010

COUNTY OF ALAMEDA NI SOCIAL SERVICES DEPT ATTN KAREN OBIDAH 2000 SAN PABLO AVE 3RD FL OAKLAND CA 84812-1307

This is to certify that we have issued a valid Workers' Compensation insurance policy in a form approved by the California Insurance Commissioner to the employer named below for the policy period indicated.

This policy is not subject to cancellation by the Fund except upon 10 days advance written notice to the employer.

We will also give you 10 days advance notice should this policy be cancelled prior to its normal expiration.

This certificate of insurance is not an insurance policy and does not amend. extend or alter the coverage afforded by the policy listed herein. Notwithstanding any requirement. term or condition of any contract or other document with respect to which this certificate of insurance may be issued or to which it may pertain. the insurance afforded by the policy described herein is subject to all the terms. exclusions. and conditions. of such policy.

a::::-REPRESENTATI PRESIDENT

EMPLOYER'S LIABILITY LIMIT INCLUDING DEFENSE COSTS: $1.000,000 PER OCCURRENCE.

ENDORSEMENT #0015 ENTITLED ADDITIONAL INSURED EMPLOYER EFFECTIVE 2008-08-23 IS ATTACHED TO AND FORMS A PART OF THIS POLICY. NAME OF ADDITIONAL INSURED: COUNTY OF ALAMEDA

ENDORSEMENT #1800 - CLARENCE HUNT PRESIDENT TREASURER - EXCLUDED.

EMPLOYER

HR MANAGEMENT CORP. INC NB 482 ELWOOD AVE STE 8 OAKLAND CA 84810

[JAJ,CSj

PRINTED 08-23-2009 (REV.2-06)

Contract No. _

HR Management Inc Exhibit Bl

Cost/Pricing Table

It is expected that during the total requested contract period the South County provider will have daily "filled" PWEX slots increasing from 35 in November to 50 by the end of December. Each CalWORKs participant engaged in PWEX activities will be paid $8.00 per hour and work between 20-25 hours per week or 40 - 50 hours per bi-weekly pay period..

The table below indicates the Mark-Up percentage plus the Pay-Rate that will comprise the allinclusive compensation that the County will pay Contractor. The document will be deemed to include all taxes, general overhead expenses, profit and all other costs and charges and this will become the cost the County will pay.

WORKERS' COMPENSAnON

CODE

WORKERS COMPENSATION DESCRIPTIONS

Employee Hourly Pay

Rate MARK

UP TOTAL BILL RATE

8017 Retail Stores $8.00 40.28% $11.22 8018 Stores - Wholesale $8.00 49.46% $11.96

8806

Sheltered Workshops or Work Activity Centers

$8.00 49.02% $11.92

8810 Clerical Office Support $8.00 28.57% $10.29 8830 Institutional Employees $8.00 36.14% $10.89

8875 Public Colleges or Schools

$8.00 31.37% $10.51

9067 YMCA, YWCA, Clubs $8.00 38.14% $11.05

9070 Residential Care Facilities

$8.00 57.84% $12.63

9101

School Employees Other Than Teachers or Professors

$8.00 41.39% $11.31

9410 Municipal, State or Public Employees

$8.00 38.99% $11.12

9420

Municipal, State or Public Employees

Blue Collar

$8.00 50.78% $12.04

23

-----

Contract No.-------

EXHIBITD

COUNTY OF ALAMEDA DEBARMENT AND SUSPENSION CERTIFICATION

(Applicable to all agreements funded in part or whole with federal funds and contracts over $25,000).

The contractor, under penalty of perjury, certifies that, except as noted below, contractor, its principals, and any named and unnamed subcontractor:

• Is not currently under suspension, debarment, voluntary exclusion, or

determination of ineligibility by any federal agency;

• Has not been suspended, debarred, voluntarily excluded or determined

ineligible by any federal agency within the past three years;

• Does not have a proposed debarment pending; and

• Has not been indicted, convicted, or had a civil judgment rendered against it by

a court of competent jurisdiction in any matter involving fraud or official

misconduct within the past three years.

If there are any exceptions to this certification, insert the exceptions in the following space.

Exceptions will not necessarily result in denial of award, but will be considered in determining contractor responsibility. For any exception noted above, indicate below to whom it applies, initiating agency, and dates of action.

Notes: Providing false information may result in criminal prosecution or administrative sanctions. The above certification is part of the Standard Services Agreement. Signing this Standard Services Agreement on the signature portion thereof shall also constitute signature of this Certification.

CONTRACTOR: HR Management Inc

PRINCIPAL: Clarence Hunt TITLE: President

SIGNATURE: ~ if?? DATE: I () -1- 0 9

25


EXHIBITE

COUNTY OF ALAMEDA CONTRACT COMPLIANCE REPORTING REQUIREMENTS

Upon receipt of signed contract documents, prime contractor shall immediately enter/assign subcontractors in the System, confirm payments received from the County within 5 business days in the System, immediately enter payments made to subcontractors and ensure that subcontractors confirm they received payments within 5 business days in the System. Subcontractors shall confirm their payments received from the prime contractor within 5 business days in the System.

Alameda County Contract Compliance System training and ongoing support are provided at no charge to contractors and participating sub-contractors awarded a contract as a result of this bid process for this project. Contractors having contracts with the County should schedule a representative from their office/company, along with each of their subcontractors, to attend training. The training schedule may be viewed online at http://www.elationsys.com/elationsys/support 1.htm or call Elation Systems at (510) 7641870. A special access code will be provided to contractors and subcontractors participating in this contract awarded to allow use of the System free of charge.

It is the Contractor's responsibility to ensure that they and their subcontractors are registered and trained as required to utilize the Alameda County Contract Compliance System. Training sessions are approximately one hour and will be held periodically in a number of locations throughout Alameda County.

26

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https://www.epls.gov/epls/search.do 10/6/2009

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REQUEST TO ENCUMBER CONTRACT FUNDS OR TO LIQUIDATE ENCUMBERED FUNDS

PART I: REQUEST FROM CONTRACTING DEPARTMENT

Contractor's Name: HR Management. Inc.

Contractor's Tax ID 75-3008185 Contractor's Vendor ID ""5o"'=3'-"'9-"'o _

Description of Contract: '-'Pa""'yr'-"o"'I""lin'-'lg=--=Se""rv...!.-"'ic""es"---- _

Master Contract #: Procurement Contract'-"#_4'-"'6=34-'----- _

Procurement Contract Begin Date: November 1, 2009 Expire Date: December 31, 2009

Elation Project Info: Sub-Contractor Compliance t)U:.J3 Ptf2/ M f:., Labor Compliance _

7 .IJ-:J Board Waiver BOCO Waiver Waiver Number S Lro-r121 NfL

A. ENCUMBER FUNDS IN A NEW PURCHASE ORDER

Date of Board Minute Order: 10/27/09 File/Item/Contract Number: _

Total Amount Authorized By Board: $201,240 Amount to be Encumbered: ""$2=0'-"1=,2:....:4..::.0 _

B. ADD FUNDS TO AN EXISTING PURCHASE ORDER PO Number: _

Date of Board Minute Order: __,------ _ File/Item/Contract Number: _ Total Amount Authorized By Board:, _ Amount to be Encumbered: _

C. LIOUIDATE FUNDS FROM A PURCHASE ORDER

Purchase Order Number: _ Amount to be Liquidated: _

ACCOUNTING INFORMATION Business Unit Account Fund Dept Program BY Subclass Proj/Grant Amount

SOCSA 610261 10000 320100 32002 2010 99010 $ 57,240

SOCSA 640001 10000 320100 32002 2010 99010 $144,000

Total $201,240

Send Response to: Martin Torow QIC: 20203 Phone: (510) ~26~7!....:.-~944~0c-- _+__+-

Authorized Signature: ~....,........ Department: _'5_,_~--=\)=--1\'----L _ Date: ----J,-:.'-I--.f-'-''-+--

PART II: RESPONSE FROM AUDITOR-CONTROLLER

o The Auditor-Controller encumbered in a new PO. The PO Number is _

o The Auditor-Controller added to PO Number _

o The Auditor-Controller liquidated from PO Number _

o This form is being returned for you due to insufficient funds in the appropriation account.

o The following information is needed before this request can be processed.

Signature of Contract Processor _ Date: _

Standard Agreement Information 110-9 Supplement (Revised 7114/06)

Contractor Name: HR Management, Inc.

Contract Signatory: Clarence Hunt Contact Person: Clarence Hunt

Address: 462 Elmwood Ave, Suite 6. Oakland, CA 94612

Telephone: 510.267-0575 Fax: 510-549-9657

Email: [email protected]

Federal Tax ID: 75-3008185 Vendor ID #: 50390

Location #: _1 BOS Dist #: All CDFA #: 93.558 Procurement #: ...:.46:;.;3'-'4'--__

Period of Funding: Start Date 11101109 End Date 12/31109

Federal State County Funding Source Allocation $201,240

(100 %)

One line description of Service: Contractor will provide payrolling services to those CalWORKs participants who are enrolled in paid. subsidized work programs.

QUESTIONNAIRE FOR DETERMINING THE WITHHOLDING STATUS

INSTRUCTIONS: This questionnaire is to be completed by the County department for services contracts and must be included as part of the contract package. Be sure to answer all of the questions in Sections I and II and to complete the certifications on page 2. Sections III and IV contain supplemental questions to be answered for contractors in certain service categories.

CONTRACTOR NAME: HR Management Inc. DEPT #: __~E~m~p~lo~ym=e=n,-,,-t=Se=rv~i=c=es

TITLE/SERVICE: Employer ofRecord for CalWORKs recipients enrolled in Paid Work Experience and Subsidized Employment Programs.

DEPT. CONTACT: Karen Obidah PHONE: (510) 267-8608

I. INFORMATION ABOUT THE CONTRACTOR YES NO

1. Is the contractor a corporation or partnership? ( X ) ( )

2. Does the contractor have the right per the contract to hire others to do the ( X ) ( ) work agreed to in the contract?

3. If the answer to BOTH questions is YES, provide the employer ID number here: 94-3382735 No other questions need to be answered. Withholding is not required.

4. If the answer to question 1 is NO and 2 is YES, provide the individual social security number here: _

No other questions need to be answered. Withholding is not required.

5. If the answer to question 2 is NO, continue to Section II.

YES NOII. RELATIONSHIP OF THE PARTIES

1. Does the County have the right to control the way in which the work will ( ) ( ) be done, Le., will the County be able to specify the sequence of steps or the processes to be followed if it chooses to do so?

2. Is the contractor restricted from performing similar services for other ( ) ( ) businesses while he is working for the County?

3. Will the contractor be working for more than 50% of the time for the ( ) ( ) County (50% = 20 hrs/wk; 80 hrs/mo)?

4. Is the relationship between the County and the contractor intended to be ( ) ( ) ongoing?

1

Contract No. _

III. FOR CONSULTANTS, PROJECT MANAGERS, PROJECT COORDINATORS

1. Is the contractor being hired for a period of time rather than for a specific project?

() ( )

2. Will payment be based on a wage or salary (as opposed to a commission or lump sum)?

( ) ( )

IV. FOR PHYSICIANS, PSYCHIATRISTS, DENTISTS, PSYCHOLOGISTS

1. Will the agreement be with an individual who does not have an outside practice?

() ( )

2.Will the contractor work more than an average often hours per week? ( ) ( )

IF THE ANSWER TO 2 IS YES, ANSWER QUESTIONS 3.

3.Will the County provide more than 20% of the contractor's income?

4. If the answer to either question I.a, or if required, question I.b is NO, the entire answer is NO.

() ( )

A "yes" answer to any of the questions in Section II, or, if applicable, Sections III or IV constitutes justification for paying the contractor through the payroll system as an "employee for withholding purposes."

CERTIFICATIONS:

I hereby certify that the answers to the above questions accurately reflect the anticipated working relationship for this contract.

A Q-;- 1{V1~ ! t~

Contractor Signature Agency epartment Head/Designee Signature

Martin Torow Clarence Hunt Printed Name Printed Name

f/J-/-o9 lD Date Date

2