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Exhibit A Ref:Proposal to Hire Services <br /> CONTRACT TO HIRE SERVICES <br /> As used in this document,the term"Company"refers to Accounting Principals, (a) COMPANY EXCLUDES AND DISCLAIMS ALL WARRANTIES <br /> Inc., also doing business as Ajilon Finance, Ajilon Office, Ajilon Professional WHATSOEVER,INCLUDING ANY WARRANTY OF NONINFRINGEMENT, <br /> Staffing and Parker+Lynch,and the term"Client"refers to the party for which MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. <br /> Company provides services pursuant to the terms and conditions set forth herein (b) NEITHER PARTY SHALL BE LIABLE TO THE OTHER <br /> (the"Agreement"). WHATSOEVER FOR ANY SPECIAL,CONSEQUENTIAL,EXEMPLARY OR <br /> PUNITIVE DAMAGES, INCLUDING ANY DAMAGES ON ACCOUNT OF <br /> 1. Servi ces Company shall present to Client candidates for such LOST PROFITS OR LOST OPPORTUNITY,WHETHER OR NOT PLACED ON <br /> positions as Client may from time to time request. The details of such NOTICE OF ANY SUCH ALLEGED DAMAGES AND REGARDLESS OF THE <br /> assignments may be set forth in written or electronic communications between FORM OF ACTION IN WHICH SUCH DAMAGES MAY BE SOUGHT. <br /> the parties. Company shall verify employment references, education,and, (c) COMPANY DISCLAIMS RESPONSIBILITY OR LIABILITY FOR <br /> where applicable,professional licenses. Company shall,at Client's expense, BUD OR MISREPRESENTATION BY CANDIDATES NOT READILY <br /> perform such other resume verification as criminal background, credit ASCERTAINABLE BY REASONABLE DILIGENCE IN PERFORMING <br /> checking and skills testing as may be requested in writing by Client and COMPANY'S SERVICES. <br /> acknowledged by Company. Resumes and other materials concerning <br /> candidates presented by Company shall be forwarded to contact person(s) S:— -fir ij <br /> +ndaxm and iewrtless-the�thar <br /> designated by Client. Acceptance of candidate resumes constitutes acceptance �°�-�� <br /> f ern s�inM alt l-4-_Ae man.icr n,ifa an�� a�(�h,�t:�n..ems-ol.lo <br /> of these terms,with or without a signature from the Client as requested below. ftame�s.fees}�� � � <br /> 2. Fee Payment and Invoi ins Company o will �(�uAn° oralkgalact-0cemiaeieo-ot�kn°- <br /> y employee present a rndemn ifvi vin j!a*-or anv�of ife ympkn q and cnnhartree in the 'p..ns.....of <br /> timeshm to his/her immediate supervisor for verification and signature at the end <br /> of each week. Client will be billed on a weekly basis.Company will guarantee theasgligfmtoailiegaLacier amisfdew" <br /> mi'mty oritsemp <br /> Client's satisfaction with Company's employee by offering Client an eight(8)hour <br /> guarantee. If Client is dissatisfied with Company's employee,Client will not be 6. Confidentiality, Client will treat as confidential all information <br /> charged for that time,provided that Company is notified within eight(8)hours. received about a candidate, including the identity of a candidate, and will not <br /> Company will immediately replace its employee. If Client hires a candidate disclose such information without the prior consent of Company. <br /> presented by Company,upon evaluation of the employee's performance,Client <br /> shall pay to Company a standard conversion fee,as follows: 7, Client Obileadons Client will direct the performance of all services <br /> performed by Company's employees during the tenure of their assignment.Client <br /> • 0-173 hours worked -20'A of annual salary warrants that it will not entrust Company employees with cash,checks,negotiable,, <br /> • 174-346 hours worked -17%of annual salary stocks, bonds, instruments or any other valuables without the prior written <br /> • 347-520 boors worked -14%of annual salary permission of Company. Client shall not leave or entrust Company employees with <br /> • 521-693 hours worked -I I%of annual salary unattended premises and will not pay Company employees directly or advance any <br /> • 694-866 hours worked -8%of annual salary funds to then. Client shall not request or allow a Company employee to render any <br /> • 867-1040 hours worked -5%of annual salary opinion,sign or certify any paper,statement or return,pertaining to underwriting, <br /> • 1040 plus hours worked -No conversion fee tax,SEC or other related matters. Accordingly,Client waives(on behalf of itself <br /> and its insurance companies to the extent any such losses may be covered by <br /> insurance)any right of recovery against Company for any losses,costs,expenses or <br /> damages insured by Client arising out of the work product or services provided or <br /> Iaveiees era due even-roeapt -iedefauit-ehaty�{3p}ekys not provided, including any claims of negligence or malpractice,arising from <br /> fem bmanes of Gamp hich-time-a-defnilt charge will✓be services by Company's employees assigned to Client and,further,will indemnify, <br /> (1 1004) ' 4alffAm4santial, defend and hold Company harmless from any claims arising out of the foregoing <br /> p large raM of ry'gbJeen pencenf(1 R%) nr the— ....mil j ;880� rules. <br /> ...hirl.e...r �a3t �sa€araewnts <br /> .pasL due including-mss maple annneyal fee- and costs. Client Shall remain a iturriraL The parties' obligations under these Conditions of <br /> responsible for the payment of all applicable federal or state sales or use taxes,or Assignment,which by their nature continue beyond termination,cancellation or <br /> related levies,attributable to the services rendered hereunder. Client agrees not to expiration of these Conditions of Assignment, shall survive termination, <br /> solicit,hiraoraseq*sat ieea or werk,directly or indirectly,from any candidate cancellation or expiration of these Conditions of Assignment. <br /> whose resume was received hereunder for one(1)year after receipt of the resume <br /> without paying the fee stated in this paragraph. 9. thM out of by binding <br /> 3. Relationship of Parties. The parties agree that the relationship - <br /> between them is that of independent contractor and that neither party shall have any 2#dbiftaf4en Amociation in effect as-of-the-datc <br /> authority to represent or bind the other and that neither party shall hold itself out or initiated--A-sin&wbitrator w ff make a-de --nation mad m award within <br /> have any authority as an agent of the other for any purpose whatsoever. Nothing "f�}�lSbftl elesrof enee-in wick arbitration proceeding but w ill <br /> heroin shall be construed as creating a principal and agent,joint venture,or any havencanthatil9 toward casts <br /> other type of relationship besides independent contractor between Client and ' and -award <br /> Company. wig be final and bhWing mid ffid 1 Is ,will be entered thercon in any—m . <br /> jmiseliation-- ' gam--Y-fapy--Y 9-k <br /> Company and Client shall each remain solely responsible for the payment of all iaamediets ad brvaetiento I.Mventftfty-"K�lw use of disciestme of the <br /> wages and benefits for each of their own respective employees,and neither party eptieloy-infeematien-ef-tlne (at dim to uhmn it e <br /> shall be responsible for the withholding or payment of any payroll deductions or active- <br /> taxes, or the provision of workers' compensation or unemployment insurance <br /> coverage,for or on behalf of employees of the other party or for any payment or -q%b - w"'l-esents the entire agreement <br /> expense in respect of claims arising under the other party's employee benefit plats <br /> The hire and decisions regarding the pay and employment of any candidate written nr near hehvenn 9w pAi-flee MeSpa.� subject <br /> presented by Company are entirely within the sole discretion of Client who shall -baerled in-e <br /> remain specifically responsible for any applicable federal, state or local pmid21m and cz „leer bylmth parti—This Agreemrat <br /> withholding or income taxes, paying Social Security taxes, and providing and-a e-binding ud <br /> unemployment compensation and workers'compensation insurance or coverage i—FOSSAIMIkISS,5119900SON"Micas,snbjeeEte�ho-lbeitedeno eeatsiieed 6aeia. <br /> and any other employee benefits for candidates selected or hired by it lie t <br /> brillegal w3d-shaH-bv.- <br /> 4. No Warranties:Limits of liaWiitv. —nbjeet 40-refota atixw belt wepeess&a eviginal intent of <br /> the parties. <br /> Client understands and agrees that these terms and conditions shall gover h pro ' io f ices by Company to Client. <br /> Orange County Government ACC O G ,INC. <br /> By By: <br /> Title: Title' f� <br /> Date: Date: ZZ <br /> Rev.07.26.11 <br />