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CITY OF AUBURN AGREEMENT
FOR TEMPORARY AGENCY SERVICES
THIS AGREEMENT made and entered into on this 12th day of August
, 2005, by and between the City of Auburn, a municipal corporation of the State of
Washington, hereinafter referred to as 11 City 11 and Tech Staff, Inc ,
hereinafter referred to as the "Service Provider. 11
WITNESSETH:
WHEREAS, the City is engaged in providing various municipal services to its
community, and is occasionally in need of services of individuals, employees or firms
on a temporary basis for such services; and,
WHEREAS, the City desires to retain the Service Provider to provide temporary
employment services in connection therewith; and,
WHEREAS, the Service Provider is qualified and able to provide s1l1ch services,
and is willing and agreeable to provide such services upon the terms and conditions
herein contained.
NOW, THEREFORE, the parties hereto agree as follows:
1. Scope of Services.
The Service Provider agrees to perform in a good and professional manner the
tasks described on Exhibit "A" attached hereto and incorporated herein by this
reference. (The tasks described on Exhibit "A" shall be individually referred to as
a 11 task, 11 and collectively referred to as the "services.") The Service Provider shall
perform the services as an independent contractor and shall not be deemed, by
virtue of this Agreement and the performance thereof, to have entered into any
partnership, joint venture, employment or other relationship with the City.
2. Additional Services.
From time to time hereafter, the parties hereto may agree to the performance by
the Service Provider of additional services with respect to related work or
projects. Any such agreement(s) shall be set forth in writing and shall be
executed by the respective parties prior to the Service Provider's performance of
the services there under, except as may be provided to the contrary in Section 3
of this Agreement. Upon proper completion and execution of an addendum
(agreement for additional services), such addendum shall be incorporated into
this Agreement and shall have the same force and effect as if the terms of such
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addendum were a part of this Agreement as originally executed. The
performance of services pursuant to an addendum shall be subject to the terms
and conditions of this Agreement except where the addendum provides to the
contrary, in which case the terms and conditions of any such addendum shall
control. In all other respects, any addendum shall supplement and be construed
in accordance with the terms and conditions of this Agreement.
3. Performance of Additional Services Prior to Execution of an Addendum.
The parties hereby agree that situations may arise in which services other than
those described on Exhibit "A" are desired by the City and the time period for the
completion of such services makes the execution of addendum impractical prior
to the commencement of the Service Provider's performance of the requested
services. The Service Provider hereby agrees that it shall perform such services
upon the oral request of an authorized representative of the City pending
execution of an addendum, at a rate of compensation to be agreed to in
connection therewith. The invoice procedure for any such additional services
shall be as described in Section 7 of this Agreement.
4. Service Provider's Representations.
The Service Provider hereby represents and warrants that he has all necessary
licenses and certifications to perform the services provided for herein, and is
qualified to perform such services.
5. City's Responsibilities.
The City shall do the following in a timely manner so as not to delay the services
of the Service Provider:
a. Designate in writing a person to act as the City's representative with
respect to the services. The City's designee shall have complete authority
to transmit instructions, receive information, interpret and define the
City's policies and decisions with respect to the services.
b. When applicable, the City shall provide a work place f01' temporary
employees provided by the Service Provider and maintain the work place
in accordance with applicable health and working standards, and shall
notify the Service Provider immediately of any and all employee injuries
and provide reimbursement to the General Manager for costs incurred as
a result of performing City business such as mileage, travel expenses and
other similar costs at the normal City rates.
6. Compensation.
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As compensation for the Service Provider's performance of the services provided
for herein, the City shall pay the Service Provider the fees and costs specified on
Exhibit "A" attached hereto and made a part hereof (or as specified in an
addendum). The Service Provider shall submit to the City an invoice or
statement of time spent on tasks included in the scope of work provided herein,
and the City shall process the invoice or statement in the next billing! claim cycle
following receipt of the invoice or statement, and shall remit payment to the
Service Provider thereafter in the normal course, subject to any conditions or
provisions in this Agreement or addendum.
7. Time for Performance and Term of Agreement.
The Term of this Agreement shall commence on the date hereof or on the
12th day of August , 200L and continue thereafter on
an ongoing basis until terminated.
8. Records Inspection and Audit.
All compensation payments shall be subject to the adjustments for any amounts
found upon audit or otherwise to have been improperly invoiced, and all records
and books of accounts pertaining to any work performed under this Agreement
shall be subject to inspection and audit by the City for a period of up to three (3)
years from the final payment for work performed under this Agreement.
9. Continuation of Performance.
In the event that any dispute or conflict arises between the parties while this
Contract is in effect, the Service Provider agrees that, notwithstcmding such
dispute or conflict, the Service Provider shall continue to make a good faith effort
to cooperate and continue work toward successful completion of assilgned duties
and responsibilities.
10. Administration of Agreement.
This Agreement shall be administered by Mary Irvine ,
on behalf of the Service Provider, and by the Mayor of the City, or designee, on
behalf of the City. Any written notices required by the terms of this Agreement
shall be served on or mailed to the following addresses:
City of Auburn Service Provider
Auburn City Hall Tech Staff
25 West Main 620115th Ave NW, #B541
Auburn, W A 98001-4998 Seattle, WA 98107
(253) 931-3000 (206) 382-5555
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FAX (253) 931-3053 FAX (206) 382-5556
11. Notices.
All notices or communications permitted or required to be given under this
Agreement shall be in writing and shall be deemed to have been duly given if
delivered in person or deposited in the United States mail, postage prepaid, for
mailing by certified mail, return receipt requested, and addressed, if to a party of
this Agreement, to the address for the party set forth above, or if to a person not
a party to this Agreement, to the address designated by a party to this
Agreement in the foregoing manner.
Any party may change his, her or its address by giving notice in wrilting, stating
his, her or its new address, to any other party, all pursuant to the procedure set
forth in this section of the Agreement.
12. Insurance.
The Service Provider shall be responsible for maintaining, during the term of this
Agreement and at its sole cost and expense, the types of insurance coverages and
in the amounts described below. The Service Provider shall furnish evidence,
satisfactory to the City, of all such policies. During the term hereof" the Service
Provider shall take out and maintain in full force and effect the following
insurance policies:
a. Comprehensive public liability insurance, including automobile and property
damage, insuring the City and the Service Provider against loss OJ' liability for
damages for personal injury, death or property damage arising out of or in
connection with the performance by the Service Provider of its obligations
hereunder, with minimum liability limits of $1,000,000.00 combined single
limit for personal injury, death or property damage in anyone occurrence.
b. Such workmen's compensation and other similar insurance as may be
required by law.
c. Professional liability insurance with minimum liability limits of $1,000,000.
13. Indemnification.
The Service Provider shall indemnify and hold harmless the City and its officers,
agents and employees, or any of them from any and all claims, actions, suits,
liability, loss, costs, expenses, and damages of any nature whatsoever, by any
reason of or arising out of the negligent act or omission of the Service Provider,
its officers, agents, employees, or any of them relating to or arising out of the
performance of this Agreement. If a final judgment is rendered against the City,
its officers, agents, employees and/ or any of them, or jointly against the City and
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the Service Provider and their respective officers, agents and employees, or any
of them, the Service Provider shall satisfy the same to the extent that such
judgment was due to the Service Provider's negligent acts or omissions.
14. Assignment.
Neither party to this Agreement shall assign any right or obligation hereunder in
whole or in part, without the prior written consent of the other party hereto. No
assignment or transfer of any interest under this Agreement shall be deemed to
release the assignor from any liability or obligation under this Agreement, or to
cause any such liability or obligation to be reduced to a secondary liability or
obligation.
15. Amendment, Modification or Waiver.
No amendment, modification or waiver of any condition, provision or term of
this Agreement shall be valid or of any effect unless made in writing, signed by
the party or parties to be bound, or such party's or parties' duly authorized
representative(s) and specifying with particularity the nature and extent of such
amendment, modification or waiver. Any waiver by any party of any default of
the other party shall not effect or impair any right arising from any subsequent
default.
Nothing herein shall limit the remedies or rights of the parties hereto under and
pursuant to this Agreement.
16. Termination and Suspension.
The Service Provider may terminate this Agreement upon not less than 60 days
written notice to the City. The City shall have the right to terminate this
agreement at any time.
If this Agreement is terminated through no fault of the Service Provider, the
Service Provider shall be compensated for services performed prior to
termination in accordance with the rate of compensation provided in Exhibit "A"
hereof.
17. Parties in Interest.
This Agreement shall be binding upon, and the benefits and obligations
provided for herein shall inure to and bind, the parties hereto and their
respective successors and assigns, provided that this section shall not be deemed
to permit any transfer or assignment otherwise prohibited by this Agreement.
This Agreement is for the exclusive benefit of the parties hereto and it does not
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create a contractual relationship with or exist for the benefit of any third party,
including contractors, sub-contractors and their sureties.
18. Costs to Prevailing Party.
In the event of such litigation or other legal action, to enforce any rights,
responsibilities or obligations under this Agreement, the prevailing parties shall
be entitled to receive its reasonable costs and attorney's fees.
19. Applicable Law.
This Agreement and the rights of the parties hereunder shall be governed by the
interpreted in accordance with the laws of the State of Washington and venue for
any action hereunder shall be in of the county in Washington State in which the
property or project is located, and if not site specific, then in King County,
Washington; provided, however, that it is agreed and understood that any
applicable statute of limitation shall commence no later than the substantial
completion by the Service Provider of the services.
20. Captions, Headings and Titles.
All captions, headings or titles in the paragraphs or sections of this Agreement
are inserted for convenience of reference only and shall not constitute a part of
this Agreement or act as a limitation of the scope of the particular paragraph or
sections to which they apply. As used herein, where appropriate, the singular
shall include the plural and vice versa and masculine, feminine and neuter
expressions shall be interchangeable. Interpretation or construction of this
Agreement shall not be affected by any determination as to who is the drafter of
this Agreement, this Agreement having been drafted by mutual agreement of the
parties.
21. Severable Provisions.
Each provision of this Agreement is intended to be severable. If any provision
hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity
shall not affect the validity of the remainder of this Agreement.
22. Entire Agreement.
This Agreement contains the entire understanding of the parties hereto in respect
to the transactions contemplated hereby and supersedes all prior agreements and
understandings between the parties with respect to such subject matter.
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23. Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall
be one and the same Agreement and shall become effective when one or more
counterparts have been signed by each of the parties and delivered to the other
party .
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed effective the day and year first set forth above.
TECHST AFF, INC.
~
Peter B. Lewis, Mayor
fjiL-niL Ifb~171CM ./ Name:
Brenda Heineman, Director HR!Risk Mgmt Title:
Attest:
.ID~~ Name:
'----
D~elle Daskam City Clerk Title:
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EXHIBIT "A"
SCOPE OF WORK
1. The Service provider will locate and employ technical personnel (hereafter
referred to as "personnel") as its employees to work under the direction, control
and supervision of the City at various City job sites. The Service Provider and
the City agree that the personnel are the Service Provider's employees, and that
the Service Provider shall be responsible for payment of wages and all taxes
associated with the employer! employee relationship, including, but not limited
to federal income tax withholding, FICA, unemployment compensation taxes
and industrial insurance premiums.
2. The City shall pay the Service Provider on an hourly basis for the services of the
Service Providers' personnel, as set in the attached fee schedule.
~ The fees shall include overtime, if any, at a time and one-half rate jfor all hours
worked in excess of forty (40) hours in anyone week. The Service Provider shall
submit to the City invoices for the services provided in connection herewith,
which the City shall process for payment in the normal course.
No billing shall be issued for time lost by our employees because of illness or any
other personal reason.
4. Finders Fee.
If the City chooses to hire the personnel from the Service Provider as a regular
City employee, the City agrees to pay the Service Provider the percentage of the
starting annual salary based upon the length of the assignment with the City as
represented below:
o to 3 months 20.0%
3 to 6 months 15.0%
6 - 12 months 10.0%
after 12 months 0.0%
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