Loading...
HR Staffing Services 20170 Professional Services BOLT Agreement Good People. Fast This Professional Services Agreement (the Agreement), is entered into as of August 11, 2017, by and between BOLT Staffing Service, Inc., an Idaho corporation (the "Company"), and City of San Rafael (the "Client"). 1. COMPANY SERVICES. The Company agrees to use reasonable efforts to supply the Client with candidates for direct hire and/or temporary placement (each, a "Candidate") as the Client may request from time to time. The Company will recruit, evaluate, interview and place a qualified Candidate to fill positions based on the job description and information the Client provides. The Company will conduct reference checks and/or attempt to verify information about Candidates. All reference checks and attempts to verify information pertaining to Candidates are subject to the "No Warranty/Limitation on Liability" provisions of this Agreement. The Company will conduct background checks on Candidates for temporary placement only upon the written reouest of the Client and subject to the Client's reimbursement obligation for the costs incurred by the Company in connection with such background checks pursuant to Section 2(c) below. 2. TEMPORARY ASSIGNMENTS. a. Emplovment Status. Candidates on temporary assignments ("Temporaries") are the employees of the Company. The Company shall be solely responsible to pay, when due, all wages and other applicable forms of compensation or reimbursement and all applicable federal, state and local withholding taxes and unemployment taxes, as well as social security, state disability insurance and all other payroll costs payable to, or on behalf of, the Temporaries. The Company shall maintain workers' compensation insurance as prescribed by law for all Temporaries working at the Client's worksite The Company will maintain and provide at the Client's request all other pertinent employment documentation. b. Time Records/Invoices. Temporaries shall present time records to the Client's representative on a weekly basis for verification and signature regarding hours worked through the end of each week. The Company shall provide to the Client an invoice on a weekly basis for all services performed by Temporaries through the end of each week. The Client shall pay the Company for all hours worked by each Temporary at a unit rate equal to the Temporary's salary or wage plus a mark-up of sixty three percent (63%) (the "Hourly Rate") and an Affordable Care Act surcharge of $0.25 additional cents per hour worked. The Affordable Care Act surcharge will be assessed as separate line item on invoice. Such Company invoice shall be accompanied by time records for each applicable Temporary. c. Reimbursable Expenses. The Company shall invoice the Client one hundred twenty-five dollars ($125) per Temporary for the costs incurred by the Company in conducting any background checks requested by the Client pursuant to Section 1 above. d. Pavment Terms. As invoices represent payroll already paid to the Temporary, the Client shall pay each invoice within twenty days of the invoice date. A nominal interest fee of .35% per week (18% APR) will be added for payments not received by the due date. A service charge equal to four percent (4%) of the invoice will be added for credit card payments. e. Overtime. The Client acknowledges that Temporaries are presumed to be non-exempt from laws requiring premium pay for overtime, holiday work or weekend work and that the Company will charge the Client for special rates for premium work time when a Temporary s assignment for the Client would legally require premium pay. Such premium pay shall be equal to the Temporary's Hourly Rate times the applicable multiple (1.5 or 2 times) based on the number of hours worked in the day or week or hours worked on a holiday or weekend. 1 of 5 L` - 3 - to l9 1 �\ ?40 Conversion Fee. The Company understands that the Client may wish to employ a Temporary after evaluating his or her performance. The Client understands and agrees that the Company's Temporaries represent its inventory of skilled professionals. If the Client converts a Temporary to its payroll, engages the services of the Temporary as an independent contractor, or receives the services of the Temporary through the payroll of any other entity in any capacity at any time after Company refers the Temporary to the Client, the Client agrees to pay a conversion fee. The conversion fee shall be ten percent (10%) of the Temporary's first year estimated compensation to be paid by the Client, less any applicable discount reflecting previous length of the temporary assignment in accordance with the following. Months Completed On Fee Percentage The Assignment 1 to 5 months 10% 6+ months Fee Waived 3. TEMPORARY ASSIGNMENTS — CLIENT DUTIES AND RESPONSIBILITIES. a. Supervision. Temporaries work under the Client's sole supervision. The Client shall, at its own cost, provide such workspace and supplies as are reasonably required for each assignment. The Client shall be solely responsible for providing Temporaries with such day-to-day guidance, assistance and other information as is necessary for the successful and timely completion of each assignment. b. Meal and Rest Periods. The Client will provide Temporaries with uninterrupted meal and rest periods as required by law. If the Client fails to provide such meal and rest periods, the Client agrees to pay the Company an additional fee equal to one hour of the Temporary's salary or wage per missed meal or rest period. Such fee shall be invoiced in accordance with Section 2(d) above. c. Sick Time. The Client will allow Temporaries to use accrued sick time in accordance with law and the Company's policy. d. Safe Worksite. The Client will provide Temporaries with a safe worksite and provide appropriate information, training and safety equipment with respect to any hazardous substances or conditions to which they may be exposed. e. Discrimination -Free Worksite. The Client will provide Temporaries with a worksite free of discrimination, harassment, retaliation or other unlawful conduct. 4. DIRECT PLACEMENT. The Client shall pay the Company twenty percent (20%) of the placed employee's estimated first year compensation to be paid by the Client, including any signing bonus but excluding the value of any employee benefits provided to the employee, as a placement fee for all direct placements. For example, if the Client will pay the placed employee an annual salary of $60,000, the fee owed to the Company will be $12,000. For purposes of the Agreement, a "direct placement" occurs whenever a client hires, contracts with, engages or otherwise receives the services of a person, directly or indirectly, who has been introduced to, recommended to or interviewed by the Client through the services of the Company within nine months after the last introduction, recommendation, or interview. Invoices for direct placements are due and payable within twenty days of the invoice date. GUARANTEE. If for any reason the Client is dissatisfied with a particular Temporary provided by the Company, the Company will remove such Temporary immediately upon receipt of notice from the Company and replace him or her as soon as reasonably practicable. If the Client notifies the Company of its dissatisfaction prior to the conclusion of the Temporary's first four hours of work, the Company will not charge the Client for the first four hours of service provided. If a change of a Temporary on any assignment is required due to circumstances beyond the control of the Company, the Company shall use reasonable efforts to replace such Temporary as quickly as possible, to the Client's satisfaction. If a direct hire Candidate resigns or is discharged for any reason within the first 30 consecutive calendar days of employment, the Company will provide a replacement for the same job and same terms of employment. If a direct hire Candidate resigns or is discharged for any reason after 30 consecutive calendar days but within 90 calendar days of employment, the Company will apply a credit of 1 /90th of the placement fee for each day remaining of the 90 day guarantee. The credit may be applied only to the fee for finding a replacement Candidate for the 2of5 140 position vacated by the original Candidate. These guarantees are contingent upon the Client's payment of the Company's invoices within ten days of the invoice date. Notwithstanding any course of business to the contrary, failure to pay the Company's invoices within ten days renders all guarantees set forth herein void. These guarantees are in lieu of all other guarantees or warranties, express or implied. 6. NO WARRANTY / LIMITATION ON LIABILITY. The Company makes no express or implied warranty, including but not limited to, any warranty of the quality of any Candidate, the accuracy of any information supplied by any Candidate or by any employee or agent of the Company, or of the quality, performance, merchantability or fitness for any purposes of the services performed under this Agreement. In no event shall the Company be liable to the Client or any other party for any damages, expenses, liabilities, fees or losses ("Losses"), including consequential Losses, arising out of this Agreement, the services provided hereunder, or any act or omission of any Candidate, even if such Losses could have been reasonably foreseen. 7. INDEMNIFICATION AND INSURANCE. a. The Client shall defend, indemnify and hold the Company harmless from any and all claims, damages, judgments, liabilities, attorney's fees or costs to the extent same are caused by (i) the negligent, or otherwise wrongful acts or omissions of the Client's present or future agents, employees, or vendors or any Candidate referred for temporary assignment or direct hire; or (ii) any breach of the Client's obligations under this Agreement. b. The Company shall defend, indemnify and hold the Client harmless from any and all claims, damages, judgment, liabilities, attorney's fees or costs to the extent same are caused by a breach of the Company's obligations under this Agreement or by the reckless or willful misconduct of any Temporary provided by the Company while performing services for Client under this Agreement. c. During the term of this Agreement, the Company shall maintain workers' compensation insurance covering the Temporaries and all other employees of the Company as required by applicable law, as well as (i) Employment Practices Liability Insurance; (ii) Commercial General Liability Insurance; (iii) Automobile Liability Insurance; and (iv) fidelity bond coverage of the Temporaries and all other employees or agents of the Company, each with limits of not less than $1,000,000. The Automobile Liability Insurance coverage shall apply only to the Company employees who operate vehicles that are not owned, leased or rented by the Client, and who have been identified by the Client as Temporaries performing services requiring the use of an automobile. Upon the Client's written request, the Company shall deliver to the Client copies of the insurance policies and certificates of insurance described above. Company's general commercial liability insurance policy shall be specifically endorsed to include the City of San Rafael, its officers, agents, employees, and volunteers, (the "City") as additionally named insureds and to provide that the additional insured coverage under that policy shall be primary and non-contributory with respect to any insurance or coverage maintained by the City. Company's worker's compensation insurance shall be specifically endorsed to waive any right of subrogation against the City. 8. TERM AND TERMINATION. This Agreement may be terminated by either party upon thirty (30) days prior written notice to the other party. Any request for a direct hire placement may be cancelled at any time prior to the time a Candidate begins employment with the Client. Termination of this Agreement or cancellation of a temporary assignment or direct placement request shall not relieve the Company or the Client from its obligations under Paragraph 2 ("Temporary Assignments"), Paragraph 4 ("Direct Placement"), Paragraph 6 ("No Warranty/Limitation on Liability"), Paragraph 7 ("Indemnification and Insurance"), or Paragraph 9 ("General"). 9. GENERAL. a. No Joint Venture. Nothing in this agreement shall be construed as creating a partnership or joint venture relationship between the parties. The Company's relationship with the Client is solely that of an independent contractor providing services. b. Governing Law. This agreement shall be governed by and construed in accordance with the laws of the State of California. 3of5 140 c. Disoute Resolution. In the event that any dispute arises between the parties with respect to the interpretation, performance or enforcement of the terms and conditions contained in this Agreement, the parties agree to first attempt to resolve the dispute by means of non-binding mediation. The parties agree to use their best efforts to resolve the dispute at mediation in recognition of the fact that the parties will each incur substantial costs in filing and pursuing legal action. Upon receipt of a written notice of demand for mediation by a party, the parties shall have thirty (30) days to select a retired judge to mediate the dispute. If after thirty (30) days, the parties cannot agree on a neutral mediator, the matter will be submitted to J.A.M.S. to administer of the mediation. J.A.M.S. shall have the right and the obligation, pursuant to its rules and procedures, to select a mediator for the parties. Each party shall bear its own costs associated with the mediation and the costs of the mediator shall be split equally by the parties. The requirement of good faith shall be satisfied by each party preparing a brief written statement of that party's position to be submitted in advance to the mediator and to the other party and by attending at least one mediation session of at least six hours' duration. If the parties fail to resolve the dispute within sixty (60) days of the selection or appointment of a mediator, the parties may proceed to enforce their rights by judicial proceedings or other lawful means. d. Attornevs' Fees. If any action at law or in equity is necessary to enforce the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs and expenses in addition to any other relief to which such prevailing party may be entitled. e. Severabilitv. If any provision of this Agreement is for any reason found by a court of competent jurisdiction to be unenforceable, the remainder of this Agreement shall continue in full force and effect. f. Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original and all of which shall be one and the same instrument. A facsimile copy shall serve as an original. g. Complete Understandina / Modification. This Agreement, and the terms and conditions set forth in the timecards to be executed by the Temporaries and the Client, constitute the full and complete understanding and Agreement of the parties hereto and supersede all prior understandings and agreements. However, in the event of any conflict between this Agreement and the timecards, this Agreement shall control. Any waiver, modification or amendment of any provision of the Agreement shall be effective only in writing and signed by the parties thereto, provided however, that execution of a timecard shall not be deemed to constitute a waiver, modification or amendment to this Agreement. h. Waiver. The failure of either party to insist upon strict compliance with any of the terms, covenants or conditions of this Agreement by the other party shall not be deemed a waiver of that term, covenant or condition, nor shall any waiver or relinquishment of any right or power at any one time be deemed a waiver or relinquishment of that right or power for all or any other time. L Notices. Any notices required or permitted hereunder shall be given in writing or by email to the Client at the address set forth below and to the Company at admine-boltstaffina.com or 955 Broadway, P.O. Box 277, Vineburg, CA 95487-0277. j. Representative. The Client may from time to time designate, upon notice to the Company, any individual to serve as the Client's representative in administering this Agreement and the Company shall be entitled to rely upon direction from such person. (Signatures to Follow) 4 of 5 +40 IN WITNESS WHEREOF, the parties have executed this Agreement, effective as of the date and year first above written. BOLT Staffing Service, Inc. City of San Rafael Date: ��5� ��� Zoll Date: Signed: Signed: Print Name: 5z -'.TT CRaSs E t\1 Print Name: Title: Title: Citv Manaaer Mailing Address: 1400 Fifth Avenue San Rafael, CA 94901 American Canyon (707) 552-7800 Email Address: �iim. Schutz@citVnfsanrafaim. schutz@citVnfsanrafael .org Sonoma (707) 939-2800 Internet: www.boltstaffina.com 5 of 5 iao CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department Human Resources Project Manager: Stacey Peterson Extension: x3069 Contractor Name: Bolt Staffing Services, Inc. Contractor's Contact: Scott Crossen — 707-939-2800 Contact's Email: scrossen@boltstaffing.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 11" Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor Click here to ❑ enter a date. b. Email contract (in Word) & attachments to City 8/3/2017 Atty c/o Laraine.Gittens@cityofsanrafael.org 2 City Attorney a. Review, revise, and comment on draft agreement 8/9/2017 ® LG and return to Project Manager 8/9/2017 ® LG b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor 3 Project Manager Forward three (3) originals of final agreement to 8/10/2017 contractor for their signature 4 Project Manager When necessary, * contractor -signed agreement ® N/A agendized for Council approval *PSA > $20,000; or Purchase > $35,000; or Or ❑ Public Works Contract > $125,000 Click here to Date of Council approval enter a date PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City 8/21/17 SP /jttorney with printed copy of this routing form 6 City Attorney �eview and approve hard copy of signed 9/27/1.7 agreement 7 City Attorney Review and approve insurance in PINS, and bonds (for Public Works Contracts) 8 City Manager/ Mayor Agreement executed by Council authorized official VIP rr 9 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager Gl� /i f1 �i