The URL can be used to link to this page

Home My WebLink AboutIT08-397 - Original - Conversion Agreement for Employee i Records Man-ggernen -L4- O KENT Document W n9 NIN6TOw '� CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to City Clerks Office. All portions are to be completed. If you have questions, please contact City Clerk's Office. Vendor Name: TEK Systems Vendor Number: 161633 ID Edwards Number Contract Number: 'T ob 2194 This is assigned by City Clerk's Office Project Name: Coversion Agreement for Melissa Rose Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment ® Contract ❑ Other: Contract Effective Date: 01/16/2008 Termination Date: N/A Contract Renewal Notice (Days): None Number of days required notice for termination or renewal or amendment Contract Manager: Mike Carrington Department: IT Detail: (i.e. address, location, parcel number, tax id, etc.): TEK Systems agrees to release contracdt employee to client so that the client may hire contract employee on a full time basis. S Pubhc\RecordsManagement\Forms\ContractCover\adcc7832 1 11/08 5 T-E K C systems CONVERSION AGREEMENT THIS CONVERSION AGREEMENT ("Agreement") is made this 16 day of January, 2008, by and between TEKsystems, Inc. ("TEKsystems"), a Maryland corporation, and City of Kent, WA ("Client") regarding the services of Melissa Rose ("Contract Employee'). TEKsystems agrees to release contract employee to client so that client may hire contract employee on a full time basis with no other consideration due to TEKsystems Client agrees to pay TEKsystems, Inc. a conversion fee of 5% of the contract employee's annualized first year salary (including expected bonuses) earned while hired or engaged by Client, in addition to all applicable sales or other tax. As the annual salary is $47,779, the fee is $2388.95, plus applicable sales tax Payment in full is due TEKsystems, Inc. net 15 days from start date, at TEKsystems, P O. Box 198568, Atlanta, Georgia 30384-8568. TEKsystems does not guarantee the services, conduct, or length of employment of contract employee. - <600 - L435 a0 'a9 X �Ik D F6rBtllifis lturit3Ca1hMAUStIARDFJENNIFER-M-dflD-4 2029e t-410/140-"�114_..— AGREED AND ACCEPTED: Clie TEKsystems By. By: IA, iz/ (Naive) (Name) 'Teclwlc,#L SVcS MC"R , 4 a (Title) (Title) TEKsystems Conversion Agreement �\►ssa �sQ. TEK systems Staffing Services Agreement This Staffing Services Agreement ("Agreement") is made this authorized representatives executing this Agreement Such 30 day of July, 2007, by and between TEKsystems, Inc agreed upon terms shall become a part of this Agreement, as ("TEKsystems"), a Maryland Corporation, and The City of amended Kent("Client") TEKsystems is an equal opportunity employer and refers BACKGROUND Contract Employees, regardless of race, sex, color, religion, creed, ancestry, national on.-in disability, age, mantal status WHEREAS, TEKsystems is engaged in the temporary staffing or other protected class status pursuant to applicable law services business providing temporary personnel to customers Client agrees and warrants that it will not reject Contract with staffing needs, and Employees, or otherwise deem Contract Employees unacceptable, or take any other action for any reason WHEREAS, Client desires to engage TEKsystems to provide prohibited by federal, state or local laws including, but not temporary staffing services and TEKsystems desires to be limited to, laws pertaining to employment discrimination or engaged by Client, all on the terms and conditions of this employee safety Client will indemnify and defend Agreement,and TEKsystems with respect to any and all claims that Client took action in violation of federal, state andior local laws,including WHEREAS, as used herein, the term "Contract Employee" costs of suit,settlement and attorneys' fees means a TEKsystems employee temporarily placed with the Client pursuant to this Agreement, 3 INDEPENDENT CONTRACTOR STATUS THEREFORE, in consideration of the premises and mutual With respect to the services provided by TEKsystems, promises contained herein the parties agree as follows TEKsystems shall be an independent contractor TEKsystems shall be responsible for providing any salary or other benefits 1. TERM to such Contract Employees, will make all appropriate tax, social security, Medicare and other withholding deductions This Agreement shall commence on the date this Agreement is and payments, will provide worker's compensation insurance executed by all parties, and continue for an initial term of one coverage for its Contract Employees and will make all (1) year TEKsystems shall not be the exclusive provider of appropriate unemployment tax payments temporary staffing to Client This Agreement may be terminated by either party upon thirty (30) days prior written 4 INVOICING notice 41 Invoices: TEKsystems shall submit weekly invoices 2 CONTRACT EMPLOYEES to Client for services rendered by Contract Employee(s) for the number of hours worked by Contract Employee(s) the TEKsystems shall provide to Client one or more Contract previous week Overtime will be billed at the rates listed on Employees as requested by Client from time to time Such Exhibit A, or as otherwise agreed by both parties, for hours Contract Employees shall provide services under Client's worked by Contract Employee(s) in excess of forty(40) hours management and supervision at a facility or in an environment per week, or as otherwise required by law For weeks that have controlled by Client Attached hereto as Exhibit A is a list of one (1) National or Client observed holiday, overtime rates the names of the Contract Employee(s) to be placed initially shall be billed for hours worked in excess of thirty-two (32) with the Client, standard and overtime hourly billing rates for hours per week Invoices submitted by TEKsystems to Client each Contract Employee, and the starting date for each are presumed to be accurate and fully payable on the terms Contract Employee Unless otherwise agreed by the parties, contained therein unless disputed by Client within five (5) this Agreement shall apply to additional Contract Employees business days of Client's receipt of the invoice provided by TEKsystems as requested by Client hereunder Invoicing Format(choose one): from time to time Should Client request additional services Paper subsequent to the execution of this Agreement, and such Client Developed(web based,etc) services are not listed on Exhibit A attached hereto, or should either Client or TEKsystems request changes to hourly billing Please e mail the TEKsystems E-Commerce support rates or other terns for any Contract Employee working under team at melacobsr'a teksystems corn or contact the terns of this Agreement, any such additions or changes Melissa Jacobs at (410) 540-3008 regarding all will be mutually agreed to in writing and executed by the electronic invoicing implementations TEKsystems Staffing Services Agreement(Rev 12i01) Page i of 6 5 E-mail address 4.2 Time and Expense Records: Please select the preferred method of Time & Expense capture The method Please e mail the TEKsystems'E-Commerce support selected below will be the official record for purposes of team at meiacobs(ateksystems coin or contact invoicing and payment under Sections 4 and 5 herein Melissa Jacobs at (410) 540-3008 regarding all TEKsystems Internet Based(on line) electronic payment implementations Other 51 Lockbox: Payment by check should be sent to TEKsystems, P O Box 198568, Atlanta, Georgia. 30384- 4 3 EXPENSES. Client shall reimburse TEKsystems for 8568 all ordinary, necessary. and reasonable travel expenses incurred by Contract Employee(s) while performing services 6 COLLECTION on behalf of Client that require Contract Employee to travel away from Client's primary job site For other expense items, If the Client's account, after default, is referred to an attorney Client shall reimburse TEKsystems accordm to Exhibit B or collection agency for collection, Client shall pay all of attached hereto Exhibit B attached(YES) NO) Circle one TEKsystems' expenses incurred in such collection efforts including, but not limited to, court costs and reasonable 44 Purchase Orders: Payment of TEKsystems invoices attorneys' fees [shall] hall no be dependent upon a Client generated purchase order (Client circle one) If a purchase order is 7• CONSENT TO USE OF SUB-CONTRA CTORS required pursuant to this Section, Client shall deliver to TEKsystems a written purchase order before the first Contract From time to time in the performance of the services under this Employee start date identified on Exhibit A As stated in Agreement, it may be necessary or desirable for TEKsystems Section 14 7 herein, this Agreement, Exhibit A and Exhibit B to engage other parties as sub-contractors Client consents and constitute the entire agreement between the parties If there is agrees that TEKsystems may engage sub-contractors to any inconsistency or conflicting terms between this Agreement provide services hereunder upon prior written approval of and a client purchase order, this Agreement shall prevail All Client purchase orders must be signed on behalf of the parties to this Agreement by their authorized representatives executing this 8 PREVAILING WAGE Agreement Client agrees that it is Client's responsibility to notify 5 PAYMENT,DEFAULT TEKsystems of any prevailing wage or other wage requirements covering the Contract Employees assigned to Payment in full for invoices shall be due within fifteen [15] perform services for the Client, and Client hereby certifies that days from invoice date, at TEKsystems, P O Box 198568, the services to be performed by the Contract Employees under Atlanta Georgia 30384-8568 Invoices that are more than this Agreement are not subject to any such wage requirements seven (7) days past due are subject to a late charge of one In the event that it is later determined that any prevailing wage percent(1%)per month on the amount of the past due balance or other wage requirements are applicable Client shall be Late charges shall be calculated using the U S Method, responsible for notifying TEKsystems of the proper job therefore interest will not be compounded on the past due classification and Client hereby agrees to indemnify and hold balance If the Client's account is past due and TEKsystems harmless TEKsystems for any such costs, losses or damages has notified Client verbally or in writing of the past due which TEKsystems may suffer or incur as a result of such error balance TEKsystems may, without advance notice, and in connection with satisfying such requirements uninediately cease providing any and all further Contract TEKsystems shall pay prevailing wage to Contract Employees Employee services without any liability to Client for as directed by Client interruption of pending work Notwithstanding the terms of Section 14 10 of this Agreement, TEKsystems may institute 9 RESTRICTIVE COVENANTCONVERSION/ proceedings to seek a default judgment in any court or RIGHT TO HIRE competent jurisdiction in the United States 9 1 Restrictive Covenant-Conversion: Payment Method(choose one): Electronic Funds Transfer(EFT) (a) TEKsystems is not an employment agency Its services are Paper Check provided at great expense to TEKsystems In consideration thereof, during the term of this Agreement and for the one If EFT,please provide EFT contact information hundred eighty (180) day period immediately following the Name period for which a Contract Employee last performed services Phone Number for the Client under this Agreement, Client shall not, directly TEKsystems Staffing Services Agreement(Rev 12/01) Page 2 of 6 or indirectly, for itself, or on behalf of any other person, firm, corporation or other entity, whether as principal, agent, 10 CONTRA CTEMPLOYEE PERFORMANCE employee, stockholder, partner, member, officer, director, sole proprietor, or otherwise, solicit, participate in or promote the Within the first forty (40) hours worked by any Contract solicitation of such Contract Employee to leave the employ of Employee(s), Client shall review the Contract Employee(s) TEKsystems,or hire or engage such Contract Employee performance and decide whether to continue the engagement of such Contract Employee If Client is dissatisfied with the Notwithstanding the above paragraph in this Section 91, if at performance of the Contract Employee, and Client wishes any time the Client wishes to hire any Contract Employee TEKsystems to terminate its engagement of such Contract provided by TEKsystems, Client may request that TEKsystems Employee, Client must notify TEKsystems within the initial release the Contract Employee from leis/her employment forty (40) hour period, specifying the reasons for its contract with TEKsystems to allow Client to employ or engage dissatisfaction, and Client shall not be required to pay for the the services of Contract Employee, either directly or indirectly hours worked by that Contract Employee during the initial Client acknowledges and agrees that TEKsystems, in its sole forty(40)hour period,provided its reasons for termination are and absolute discretion, has the right to accept or refuse not unlawful and are bona fide in TEKsystems' reasonable Client's request to employ or engage the services of Contract judgment If Client becomes dissatisfied with the performance Employee supplied by TEKsystems to Client If TEKsystems of a Contract Employee after the initial forty(40) hour period, has accepted Client's request to employ Contract Employee, Client may request that TEKsystems terminate the engagement either directly or indirectly and the Contract Employee has not of that Contract Employee upon written notice to TEKsystems, completed a minimum of six (6) months of continuous but Client shall pay for all hours worked by the terminated employment at Client for TEKsystems, the Client will pay Contract Employee from the first hour of work up to and TEKsystems, as liquidated damages, an amount equal to 30% including the date of termination of the Contract Employees first year salary, including guaranteed bonuses, with Client If Contract Employee has 11 LIMITATIONOFLIABILITY completed a minimum of six (6) months of continuous employment at Client for TEKsystems, and authorization has TEKsystems does not warrant or guarantee that the Contract been obtained by Client from TEKsystems, then Client may Employee(s) placed pursuant to this Agreement will produce employ or engage the services of Contract Employee, either any particular result or any solution to Client's particular directly or indirectly, without any financial compensation or needs Accordingly, Client acknowledges and agrees that liquidated damages payment owed to TEKsystems from Client TEKsystems is not responsible for any aspects of the Contract Employees work or the Client's project, including, without (b) In addition to the provisions of Section 9 1(a), during the limitation, any deadlines or work product Because term of this Agreement and for a period of one (1) year TEKsystems is providing supplemental staffing services only, immediately following the termination of this Agreement, and Client is directing and supervising the Contract Employees Client agrees that it shall not, directly or indirectly for itself, who render these services, TEKsystems shall not be liable (i) or on behalf of any other person, firm, corporation or other for any claims, costs, expenses damages, obligations or losses entity, whether as principal, agent, employee, stockholder, arising from or in connection with the acts or omission of any partner, member, officer, director, sole proprietor, or Contract Employee, including, but not limited to, work on otherwise, solicit, participate in or promote the solicitation of engineering or design concepts or calculations or related any Technical Professional or Consulting Practice Manager drawings, software programs designs or documentation, or(li) under any circumstances In the event that Client shall violate for any indirect, special or consequential damages (including, this subsection (b), Client agrees to pay to TEKsystems an but not limited to. loss of profits, interest, earrings or use) amount equal to such Technical Professional's or Consulting whether arising in contract,tort or otherwise Practice Manager's annualized first year salary, including bonuses 12 CLIENT PROPERTY 9.2 Submittals-Right To Hire: Resumes submitted to Client 12.1 Work Product: All work product of every land are confidential and for Client use only Client agrees that performed by any Contract Employee on behalf of Client shall TEKsystems is the representative of all candidates for which be the sole and exclusive property of Client resumes are submitted to Client by TEKsystems in response to Client requests Accordingly, Client agrees that if any 12 2 Confrdentiality: TEKsystems recognizes that while candidate submitted to Client by TEKsystems is hired either performing its duties under this Agreement, TEKsystems and directly or indirectly by Client within one hundred eighty(180) its Contract Employees may be granted access to certain days of receipt of the resume, Client agrees to pay to proprietary and confidential information regarding Client's TEKsystems as liquidated damages an amount equal to 30%of business, customers, and employees TEKsystems agrees to the employees annualized first year salary, including keep such information confidential and the obligations of this guaranteed bonuses paragraph will survive the termination of this Agreement This TEKsystems Staffing Services Agreement(Rev 12/01) Page 3 of 6 paragraph does not apply to information that was previously Thereafter,this Agreement shall be construed as if the invalid, known or information that is available in the public domain illegal, or unenforceable provision had been amended so as to make this Agreement valid and enforceable as originally 13 NOTICES contemplated by this Agreement to the greatest extent possible 131 Manner: Any notice or other communication ("Notice)required or permitted under this Agreement shall be 143 Counterparts: This Agreement may be executed in writing and either delivered personally or sent by facsimile, simultaneously in two or more counterparts, each of which overnight delivery, express mail, or certified or registered shall be deemed an original mail,postage prepaid,return receipt requested 14 4 Headings: The section and subsection headings have 132 Addressee:Notices shall be addressed to been included for convenience only, are not part of this TEKsystems,Inc Agreement and shall not be taken as an interpretation of any Attn. Aaron L Todd provision of this Agreement The background section is an Address 1200 112`i'Ave NE, Ste 520 integral part of this Agreement. Bellev ue,Wa 98004 Fax# 425-372-9600 145 Binding Effect: This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective Or in the case of Client heirs, legatees, personal representatives and other legal The City Of Kent,WA representatives, successors and permitted assigns TEKsystems Ann Paul Dunn and Client specifically acknowledge and agree that this Address 220 4ih Ave S. Agreement governs and applies to the relationship between Kent,Wa 98032 TEKsystems and the Client, and not to any other relationship Fax#: 253-856-4700 between the Client and any other division, company, business unit, subsidiary or affiliate of TEKsystems Except as 13 3 Delivery: A Notice delivered personally shall be otherwise specifically provided, this Agreement is not deemed given only if acknowledged in writing by the person to intended and shall not be construed to confer upon or to give whom it is given A Notice sent by facsimile shall be deemed any person, other than the parties hereto, any rights or given when transmitted, provided that the sender obtains remedies written confirmation that the transmission was sent A Notice sent by overnight delivery or express marl shall be deemed 14 6 Amendments And Modifications: This Agreement, given twenty-four (24) hours after having been sent A Notice including Exhibit A and Exhibit B hereto, may be amended, that is sent by certified marl or registered mail shall be deemed waived, changed, modified or discharged only by an given forty-eight (48) hours after it is mailed If any time agreement in writing signed on behalf of all of the parties by period in this Agreement commences upon the delivery of the authorized representatives executing this Agreement Notice to any one or more parties, the time period shall commence only when all of the required Notices have been 14 7 Entire Agreement•. This Agreement, Exhibit A and deemed given Exhibit B hereto constitutes the entire agreement between the parties, and there are no representations, warranties, covenants 134 Changes: Either party may designate, by Notice to the or obligations except as set forth in this Agreement This other, substitute addressees, addresses or facsimile numbers Agreement supersedes all prior and contemporaneous for Notices• and thereafter, Notices are to be directed to those agreements, understandings, negotiations and discussions, substitute addresses, or facsimile numbers written or oral of the parties, relating to any transaction contemplated by this Agreement 14 MISCELLANEOUS 14 8 Waiver: Failure to insist upon strict compliance with 14 1 Governing Law: The laws of the State of Washington any of the terms, covenants or conditions of this Agreement shall govern the validity and construction of this Agreement shall not be deemed a waiver of that term, covenant or and any dispute arising out of or relating to this Agreement, condition or of any other term, covenant or condition of this without regard to the principles of conflict of laws Agreement Any waiver or relinquishment of any right or power hereunder at any one or more times shall not be deemed 14 2 Severability: A ruling by any court that one or more of a waiver or relinquishment of that right or power at any other the provisions contained in this Agreement is invalid, illegal or time unenforceable in any respect shall not affect any other provision of this Agreement so long as the economic or legal 14 9 Remedies Cumulative: The remedies set forth in this substance of the transactions contemplated hereby is not Agreement are cumulative and are in addition to any other affected in any manner materially adverse to any party TEKsystems Staffing Services Agreement(Rev 12/01) Page 4 of 6 remedies allowed at law or in equity Resort to one form of remedy shall not constitute a waiver of alternate remedies Client agrees to tram, certify, evaluate and orient all TEKsystems Contract Employees in all safety (IIPP), 14 10 Arbitration: Except as provided in Section 5 of this hazardous communication (MSDS information, etc) and Agreement, all disputes, controversies or differences arising in operational instructions in the same manner as Client connection with the validity, execution, performance, breach, employees and as required by policy or by law, including, but non-renewal or termination of this Agreement, shall be finally not hunted to, all federal OSHA and equivalent state agency settled in an arbitration proceeding under the Rules of the requirements, guidelines and standards Client will provide American Arbitration Association by three arbitrators in and require all TEKsystems Contract Employees to wear all accordance with the Commercial Arbitration Rules then in appropriate safety equipment Client will notify TEKsystems effect of the American Arbitration Association Selection of immediately in the event of an accident or medical treatment the arbitrators shall be as follows each parry shall appoint one of any TEKsystems Contract Employee, and will be provided arbitrator within twenty(20) days after the parties have agreed with a completed supervisor's report of injury In the event of to go to arbitration, and those two arbitrators shall appoint a an accident or other incident involving a TEKsystems Contract third arbitrator who shall act as chairman,within a twenty (20) Employee, TEKsystems shall have the right to conduct an on- day period thereafter If the parties fall to appoint the chairman site investigation Client shall cooperate with TEKsystems in within said period, the parties will apply to the American the conduct of its investigation Arbitration Association for appointment of the third arbitrator The parties agree to be bound by the findings of the 16 VEHICLE USE arbitration Notwithstanding the foregoing, the courts shall have jurisdiction over mjunctrve or provisional relief pending Contract Employee(s) are not authorized to operate a motor arbitration The arbitrators shall not be empowered to award vehicle without TEKsystems' express written permission punitive damages to any party The non-prevailing party to the Client shall not request or require TEKsystems Contract arbitration shall pay all the prevailing party's expenses of the Employees) to perform tasks that require driving a motor arbitration, including reasonable attorneys' fees and other vehicle without TEKsystem's express written permission costs and expenses incurred in connection with the prosecution or defense of such arbitration 17 FORCE MAJEURE 14 11 Assignment No party shall transfer or assign any or all Neither party shall be liable for any delay in delivery or of its rights or interests under this Agreement or delegate any nonperfoiniance in whole of its obligations under this of its obligations without the prior written consent of the other Agreement or Statement of Work if prevented from doing so party provided, however, that TEKsystems may transfer or by a cause or causes beyond its control, including, without assign its nghts or interests, or delegate its obligations, under limitation acts of God or public enemy, failure of suppliers to this Agreement to any of TEKsystems other divisions,business perform, fire, floods, storms. earthquakes, riots, strikes, war, units, subsidiaries or affiliates without the prior written consent and restraints of government The suspension of performance of Client shall be of no greater scope and no longer duration than is reasonably required and the non-performing party shall use 15 HEALTH AND SAFETY reasonable efforts to remedy 1 inability to perform IN WITNESS WHEREOF, the parties have executed this Agreement,X _Z:Alre�d__ under seat,t day r fir above written TEKsyste Inc. Client Signature Signature ) AiQau Z- o0o r 404- 14. /�J+✓N Name /� Name ,�ero#A04 Heifo .p�— 1? �/207 M-VJ sC/L Op IeC�,JX.4 ScR�l�el' Title r5ate Title Date�VO TEKsystems Staffing Services Agreement(Rev 12/01) Page 5 of 6 EXHIBIT A Pursuant to the terms and conditions of the Staffing Services Agreement("Agreement") dated July 30`h 2007 by and between TEKsystems, Inc. ("TEKsystems'-) and The City of Kent("Client-), Client agrees to reimburse TEKsystems in full at the following approved rates Standard Overtime Scheduled Contract Employee Name Billing Rate Billing Rate Start Date Melissa Rose $ 38.50 /hr $57.75 /hr 8/l/07 $ /hr $ /hr $ ,/hr $ /hr $ /hr $ /hr $ /hr $ /hr $ /hr $ /hr AGREED AND ACCEPTED: TEKsystems,Inc. Client a4,� � Signature Signature Name Name �49CV&g 4 Uc4�ae� �/6 7 fJs✓RE �F ?ec�.Orc�Z SP dimes Title Date Title DateS11,1 6 TEKsystems Staffing Services Agreement(Rev 12M) Page 6 of 6