COOPERATIVE PERSONNEL SERVICES DBA CPS HR CONSULTING

Home Browse Search

INSURANCE ON FILE WORK MAY PROCEED UNTIL INSURANCE EXPIRES CT RAC CITY CLI& 19 2023 DATE: Ut 0. ozcq() C6. Ly'J, CPS HR `CONSULTING MASTER CONSULTING SERVICES AGREEMENT City of Santa An On -Call Professional Recruitment Services This Master Consulting Services Agreement (Agreement) is by and between Cooperative Personnel Services, dba CPS HR Consulting, a California Joint Powers Authority (CPS HR), and the Agency named in the signature block at the end of this Agreement (Agency, hereafter referred to as Client), and is effective as of November 3, 2023 (Effective Date). CPS HR and the Client shall be collectively referred to herein as the "Parties" and individually as a "Party." A. Purpose. This Agreement defines CPS HR consulting services, policies and procedures. B. Services. CPS HR will provide certain consulting services (Services) to Client as set forth in Statements of Work that specifically reference this Agreement (each a Statement of Work). Each Statement of Work shall be substantially in the form attached hereto and incorporated into this Agreement as Exhibit "A" and shall be executed by an authorized signatory of CPS HR and by an authorized signatory of Client. Services will be in accordance with the scope and pricing detailed in the CPS HR proposal dated July 18, 2022 and incorporated into this Agreement as Exhibit "B". CPS HR shall perform only the Services requested by Client at the times, dates and locations specified by the Client. The terms and conditions of this Agreement shall apply to all Statements of Work executed by the Parties during the term of this Agreement. C. Compensation. 1. Payment. Client will compensate CPS HR for Services by paying certain fees as set forth in the applicable Statement of Work. Client will reimburse CPS HR for business expenses as set forth in the applicable Statement of Work. Client will pay all invoices within thirty (30) days from receipt of invoice. 2. Funding. The total sum to be expended under this Agreement shall not exceed $50,000.00 during the term of this Agreement. 3. Late Payment. Any invoices not paid within thirty (30) days may incur a service charge of the lesser of two percent (2%) or Page 1 of 5 N-2023-344 the maximum allowable by law per month on any outstanding overdue balances. In addition, reasonable collection costs may be added to any invoice not paid within ninety (90) days. D. Taxes. Except as expressly stated in any Statement of Work, the fees listed therein are in addition to, and not in lieu of, any additional fees, assessments, levies, taxes, etc. assessed against the transactions contemplated herein (Taxes). With the exception of Taxes imposed on CPS HR's net income, all Taxes shall be Client's responsibility. Client shall pay any Taxes, which CPS HR may be required to collect and remit, upon invoice. E. Term and Termination of Agreement. 1. Term. The term of this Agreement is from the Effective Date through June 30, 2024. 2. Immediate Termination upon Material Breach. Either Party may terminate this Agreement immediately upon any material breach by the other Party. 3. Termination Without Cause. Either Party may terminate the Agreement without cause upon thirty days written notice to the other Party. 4. Payment on Termination. Upon termination without cause, Client shall pay CPS HR for all work performed through the effective date of termination. For termination upon material breach, Client shall pay CPS HR for all work performed which is in compliance with the terms of the Statement of Work. F. Limited Warranty. 1. Warranty. CPS HR represents and warrants that: (i) it has the authority to enter into this Agreement; (ii) it will comply with applicable law; and (III) it will provide Services in a workmanlike manner consistent with industry standards. The foregoing warranties shall apply as to each Statement of Work until accepted by Client.