HomeMy WebLinkAboutRobert Half International Inc
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CITY OF AUBURN AGREEMENT
FOR TEMPORARY AGENCY SERVICES
THIS AGREEMENT made and entered into on this Qot day of June, 2006 , by
and between the City of Auburn, a municipal corporation of the State of Washington, hereinafter
referred to as "City" and Robert Half International Inc., doing business through its division
Robert Half Technology, with offices at (PollLv1it+1~, Seattle, WA 98101-4-75., hereinafter
referred to as the "Service Provider."
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 such 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. Scooe 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 "task," and
collectively referred to as the "services. ") It is agreed that no other branch of Service
Provider, other than its Seattle W A branch, shall be obligated to provide services under
the business terms of this Agreement, unless otherwise agreed to by the parties in writing.
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.
Service Provider will check employee references by asking specific questions to selected
previous employers with regard to qualifications and work history. These types of checks
are generally done the first time Service Provider places that individual on a temporary
assignment and Service Provider does not recheck references after this initial placement
process has been completed. There are substantial legal restrictions on the use and
communication of various types of employment-related information. Except for the
criminal background check, Service Provider will not screen for drug use,
administer a medical exam, or engage in any verification process other than these
references checks. The criminal background check shall consist of Agency having its
third party vendor complete a five (5) year criminal background investigation for felony
convictions and crimes of dishonesty (both State and Federal) for the employee's current
county of residence as stated on his or her resume)
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It is agreed that City will conduct such additional or more recent reference inquiries of
previous employers or verify such other items as City deems appropriate for the position
Supervision of Service Provider's employees is City's responsibility. Service Provider's
employees are only authorized to perform work within the scope of the assignment and as
provided herein. It is expressly understood by City that Service Provider's employees are
not authorized to sign contracts, statements or binding agreements on behalf of City or on
behalf of Service Provider. Client agrees not to permit or require Robert Half
employees to make any final decisions on Client's behalf with regard to system
design, software development, or acquisition of hardware or software, nor permit or
require our professional to make any management decisions. City acknowledges that
and agrees that Service Provider employees are not authorized to sign, endorse, wire,
transport or otherwise convey cash, securities, checks, or any negotiable instruments or
valuables. .It is understood and agreed between the parties that City is responsible
for implementing and maintaining usual, customary and appropriate internal
accounting procedures and controls, internal controls and other appropriate
procedures and controls (including information technology, proprietary
information, creative design and trade secret safeguards) for City and Service
Provider shall not be responsible for any losses, liabilities or claims arising from the
lack of such controls or procedures.
It is further agreed that Service Provider employees will not be directed or permitted to
make any management decisions on City's behalf.
Service Provider employees are not authorized to operate machinery (other than office
machines) or automotive equipment and City accepts full responsibility for any injury,
damage, or loss that may result from City's failure to comply with this limitation. City
shall have full responsibility for providing safe working conditions, as required by law,
including ensuring that safety plans exist for and safety-related training is provided to
Service Provider's employee working on City's premIses
Service Provider guarantees City's' satisfaction with Service Provider's employee's
services by extending to City a three (3) day (24 hours) guarantee period. If for any
reason City is dissatisfied with Service Provider's employee assigned, Service Provider
will not charge for the first 24 hours worked, provided that Service Provider replaces the
individual assigned. City must contact Service Provider before the end of the first 24
hours and advise of its dissatisfaction with the assigned employee. Service Provider
makes no express or implied warranty, including but not limited to any warranty of
quality, performance, merchantability or fitness for any purpose with respect to any
services performed or any materials provided.
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
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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 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 pricing terms to the
contrary, in which case the pricing terms 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 pnor 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 6 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 staff augmentation 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. The City shall provide a work place for 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.
As compensation for the Service Provider's performance of the services provided for
herein, the City shall pay the Service Provider the hourly fees and costs specified on
Exhibit "B" attached hereto and made a part hereof (or as specified in an addendum).
Legally required overtime (federal law requires in excess of 40 hours a week, state law
varies) will be billed at one and one-half (1-112) times the normal billing rate.
Contractor employees will present a time sheet to you or your representative for
verification and signature at hte end of each week. Service Provider's compensation of
its assigned employee is on a weekly basis, and City will be billed weekly for the total
hours worked. 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
but in no event beyond 30 days from the date of receipt of such invoice. Unless otherwise
provided by the laws of the state in which this placement occurs, in the event that you fail
to pay the invoice when due, then you agree to pay all of Contractor's costs of collection,
including reasonable attorneys' fees, whether or not legal action IS initiated
Unless otherwise specified in Exhibit A, in the event City wishes to convert any of
Service Provider's employees, City agrees to pay a converison fee. The conversion fee is
payable if City hires Service Provider"s assigned employee, regardless of the
employment classification, on either a permanent, temporary (including temporary
assignments through another agency) or consulting basis within twelve (12) months after
the last day of the assignment. City agrees to pay a conversion fee if Service Provider's
employee assigned to the City is hired by a another agency, department or business entity
as a result of the City"s referral of Service Provider's employee to that company. The
conversion fee calculation is one percent (1%) for each thousand dollars of employee's
annual compensation, including bonuse (e.g. 30% for a $30,000 compensation package)
multiplied by the aggregate annual compensation, to a maximum of thirty-five percent
(35%). The conversion fee will be owed and invoiced upon the hiring of Service
Provider's employee, and payment is due upon receipt of invoice. The same calculation
will be used if City converts Service Provider's employee on a part-time basis using the
full-time equivalent salary.
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
June, 2006, and continue thereafter on an ongoing basis until terminated by either party
upon written notice. Notwithstanding the preceding, the parties agree that the term of
this Agreement shall not extend beyond the 6th anniversary ofthe effective date.
8. Records Inspection and Audit.
All compensation payments shall be subject to the adjustments for any amounts found
upon audit or otherwise related to hours not worked and 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
one (1) 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, notwithstanding such dispute or conflict, the
Service Provider shall continue to make a good faith effort to cooperate and continue
work toward successful completion of assigned duties and responsibilities.
10. Administration of Agreement.
This Agreement shall be administered by the Branch Manager or designee, 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 Robert Half Technology
25 West Main 601 Union Street, Suite 4300
Auburn, W A 98001-4998 Seattle, W A 98101
(253) 931-3000 (206) 749-9260
FAX (253) 931-3053 FAX (206) 749-9243
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. Notwithstanding, any
notices given to Service Provider shall include a notice to its General Counsel, Robert
Half International Inc., 2884 Sand Hill Road, Menlo Park, CA 94025
Any party may change his, her or its address by giving notice in writing, 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 as evidence of all such
policies to the City, a certificate of insurance. 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 or 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 obli~ations 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.
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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 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.
Notwithstanding the foregoing, Service Provider nor its directors, officers, employees or
agents shall be liable to the City for, or have any duty of indemnification with respect to,
(a) any action or inaction or implied consent of City or its employees, agents, contractors,
licensees and invitees (b) any violation of the terms and conditions of assignment
specified in Exhibit A, or any other noncompliance with the restrictions on employee
activity contained in Section 1, if such violation or noncompliance was at the direction, or
with the actual or implied consent of, City or (d) any acts of employee of Service
Provider not within the scope of the duties for which such Service Provider personnel
was assigned to City.
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 without cause upon not less than 60
days written notice to the City. Service Provider may otherwise terminate this agreement
for City's failure to pay upon fifteen (15) days written notice after notice and opportunity
to cure. The City shall have the right to terminate this agreement at any time.
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If this Agreement is terminated, 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 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.
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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.
23. Counterparts.
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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.
SERVICE PROVIDER
-
Nae:~
Title: Regio .. I Manager
nda Heineman, DIrector HR/Risk Management
Attest:
~~~~ Name: \'IN J [VI C ~C1j\f Le.
Dallielle Daskam City Clerk Title: ~5 \lVl tit l JI1A at a-:f1
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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.
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