HomeMy WebLinkAboutCAG2020-218 - Original - Workday/HCMAApprovalOriginator:Department:
Date Sent:Date Required:
Authorized to Sign:
Director or Designee Mayor
Date of Council Approval:
Budget? Yes No
Grant? Yes No
Type:Review/Signatures/RoutingDate Received by City Attorney:Comments:
Date Routed to the Mayor’s Office:
Date Routed to the City Clerk’s Office:Agreement InformationVendor Name:Category:
Vendor Number:Sub-Category:
Project Name:
Project Details:
Agreement Amount:
Start Date:
Basis for Selection of Contractor:
Termination Date:
Local Business? Yes No*
*If meets requirements per KCC 3.70.100, please complete “Vendor Purchase-Local Exceptions” form on Cityspace.
Notice required prior to disclosure?
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Contract Number:
Agreement Routing Form
For Approvals, Signatures and Records Management
This form combines & replaces the Request for Mayor’s Signature and Contract Cover Sheet forms.
(Print on pink or cherry colored paper)
Visit Documents.KentWA.gov to obtain copies of all agreementsadccW22373_1_20
Budget Account Number:
Teri Smith
✔
✔
10001420.64190.1630
eQuest, LLC, Inc.Contract
Original
Workday/HCMA
eQuest will provide online job posting delivery services from Workday to
third party posting sites.
$ 35,800.00 Other
11/30/2023
✔
✔
07/09/2020 07/16/2020
12/01/2020
Human Resources
Approved as to form 7/9/2020 TW.
7/9/2020
7/9/2020
CAG2020-218
MASTER SERVICES AGREEMENT
THIS MASTER SERVICES AGREEMENT ("Agreement") is entered into effective December 1, 2020
by and between City of Kent, as Washington municipal corporation (“COMPANY”), and eQuest, LLC Inc.,
a corporation (“Supplier”).
RECITALS
A)Supplier is engaged in the business of providing online job posting delivery services.
B)COMPANY desires that Supplier provide such services to or on behalf of COMPANY.
C)Supplier is willing to provide the services upon the terms and conditions set forth herein.
NOW, THEREFORE, COMPANY and Supplier agree as follows:
1.Services.
For the purpose of this Agreement, "Services" shall mean that Supplier will provide online job posting
delivery services whereby it agrees to deliver the jobs that COMPANY posts to third-party posting sites
that COMPANY has selected.
2.Term.
The initial term of this Agreement shall commence on the date set forth above, and shall continue
through November 30, 2023, unless terminated pursuant to section 8.
3.Fees.
(a) Supplier will charge, and COMPANY agrees to pay, the following fees:
i.December 1, 2020 - $13,600 for the following:
x $2,500 one-time fee for Workday implementation
x $2,500 unlimited deliveries to US Diversity Network
x $1,200 annual electronic deliveries (120 deliveries @ $10/ea)
x $2,500 AutoPost technology
x $2,400 premium/manual annual transactions (adds, edits, &/or deletes) (120
transactions @ $20/ea)
x $2,500 premium customer support, maintenance and essential product updates
ii.November 30, 2021 - $11,100 for the following:
x $2,500 unlimited deliveries to US Diversity Network
x $1,200 annual electronic deliveries (120 deliveries @ $10/ea)
x $2,500 AutoPost technology
x $2,400 premium/manual annual transactions (adds, edits, &/or deletes) (120
transactions @ $20/ea)
x $2,500 premium customer support, maintenance and essential product updates
iii.November 29, 2022 - $11,100 for the following:
x $2,500 unlimited deliveries to US Diversity Network
x $1,200 annual electronic deliveries (120 deliveries @ $10/ea)
x $2,500 AutoPost technology
x $2,400 premium/manual annual transactions (adds, edits, &/or deletes) (120
transactions @ $20/ea)
x $2,500 premium customer support, maintenance and essential product updates
(b) Supplier shall invoice COMPANY on a timely basis with a description of services being charged.
Invoiced amounts for services will be paid by the 45th day following receipt of an undisputed and
valid invoice. Supplier job posting distribution services will be provided once payment is received.
(c) COMPANY agrees to furnish to Supplier, within fifteen (15) days after the effective date of this
Agreement accurate invoice routing information in order to limit late payments due to inter-
organizational document routing procedures.
(d) Supplier agrees to train COMPANY on the System Administrator and COMPANY agrees that it will
operate the System Administrator for the term of this agreement.
4.Setup and Delivery.
(a) Implementation Plan: With Input and approval from COMPANY, Supplier will develop an
Implementation plan for job postings.
(b) Process Design: Supplier will share the job posting management process with COMPANY.
(c) Tracking: Supplier will record the content and date of all job postings completed for COMPANY.
(d) Reporting: Supplier provides real-time tracking of job deliveries through its online administrative
tool throughout the term of the Agreement.
5.Project Coordinators.
Supplier: eQuest LLC – Robert Jaworski, 2010 Crow Canyon Place, M/S 100-10016, San Ramon, CA
94583
COMPANY - Main Contact - City of Kent, Human Resources Department – Teri Smith, 220 Fourth
Avenue South, Kent, WA 98032
COMPANY – 2nd Contact – City of Kent, Human Resources Department, Natalie Winecka
6.Ownership.
Each party shall maintain ownership over all its existing and independently developed technology,
materials, computer programs, and all other proprietary information (collectively “Intellectual
Property”) except to the extent that such Intellectual Property contains Confidential Information
of the other party as defined in this Agreement.
7.Performance Standards.
(a) Guidelines
All posted jobs will be submitted to each selected posting site. Supplier does not control job board
policies, technologies, data-imports methodologies, or potential cooperation from a job board.
Supplier does not control how the job-data ultimately appears on the job board nor does it control
the time and date the job will appear. Supplier will make commercially reasonable efforts to
correct any job posting problem that may occur. If Supplier discovers a posting site is not posting
COMPANY'S jobs, or an error in posting is caused by the posting site, Supplier will promptly
contact these sites directly and notify them of COMPANYS posting problems. Any problems
COMPANY encounters using Supplier's job posting services should be promptly reported to
eQuest Customer Care at 1-925.275-3596 or emailed to CustomerCare@eQuesl.com. COMPANY
shall identify up to 2 support representative(s) who will interface with Supplier's Customer Care
and who will act as a "clearinghouse" for any COMPANY service questions.
eQuest does not translate, re-format or otherwise alter the unique job-posting date that is sent
through an ATS, ERP, or CRM prior to or during its delivery to a job board. Any formatting must
be completed in COMPANY’s application prior to posting to eQuest.
(b) Problem categorization definitions:
"Emergency": The Supplier site cannot be accessed for more than 2 hours. Supplier will
immediately correct the problem and respond to COMPANY within two (2) hours;
"High": Unable to launch jobs from site. Supplier will immediately correct the problem and
respond to COMPANY within four (4) hours;
"Medium": Able to launch jobs, however some jobs may not be posting, or may be posting
improperly. eQuest will determine the problem cause and respond to COMPANY within 1
business day.
"Low": Jobs can be posted, however, the user interface, or certain reporting features, etc., may
not be functioning properly or as expected. Supplier will evaluate user impact and schedule a fix,
as may be appropriate, at a time determined by the parties to be appropriate. Supplier will
respond to COMPANY within two (2) business days.
(c) Customer Service Response Standards:
1.Service availability will be 24 hours a day, 7 days a week and 365 days per year to address
emergency and high priority technical issues.
2.Requests from COMPANY to Supplier to post or remove a position will be implemented
within 24 hours of request, subject to each job board's response.
3.Requests from COMPANY to add a new posting site will be implemented within fourteen
(14) business days of COMPANY’s request, subject to each job board's response; provided,
however, that thirty (30) business days will be required for new boards requiring Supplier to
develop an application to transmit data.
4.Supplier will provide an Activity Report each month to COMPANY to verify all key data
elements regarding postings.
8.Termination.
(a) Either party may terminate this Agreement and any and all Services Orders with cause on
written notice in the event either party breaches a material term of this Agreement or a Service
order, or defaults in the performance of any of its duties and obligations, and the default is not
cured within thirty (30) days after written notice is given to the other party.
(b) Either party may immediately terminate this Agreement by giving 30 day written notice to the
other party if the other party is insolvent or has a petition brought by or against it under the
insolvency laws of any jurisdiction; If the other party makes an assignment for the benefit of
creditors; or if a receiver, trustee or similar agent is appointed.
(c) COMPANY may terminate the Agreement upon providing Supplier with 30 days’ advance written
notice. Upon termination, Supplier will reimburse COMPANY any pre-paid but unexpended fees
on a pro-rata basis.
(d) Supplier agrees to defend, indemnify, and hold harmless the COMPANY, its officers, directors,
employees, agents, affiliated companies, successors and assigns from any and all demands,
suits, allegations, judgments, costs or expenses (including reasonable attorney's fees)
(collectively. "Claim") for any injury, loss, damage, or liability of any kind (including without
limitation personal injury, property damage, economic injury, fines, penalties, and
administrative or government action), arising or alleged to have arisen from any negligent or
willful act or omission or any breach of this Agreement or any violation of federal, state, or local
law by the Supplier, its employees or agents. The COMPANY shall promptly notify the Supplier in
writing of any such Claim, and give the Supplier control of the defense of same. The Supplier
shall be obligated to defend, settle, or otherwise dispose of the Claim at the Supplier’s sole cost
and expense. The COMPANY agrees to cooperate in the investigation and defense thereof.
(e) Unless otherwise required by law, court, or court rule, each party shall at all times keep
confidential all confidential and proprietary information of the other party (and, in the case of
COMPANY, Supplier shall keep confidential all confidential and proprietary information of
COMPANY'S Affiliates, employees, franchisees, sales associates, brokers, and customers) which
is provided to the other party (or to which the other party has access) during the course of the
Services (“Confidential Information”). Neither party (without the prior written consent of the
other party and/or as otherwise specified in this Agreement) shall use the other party's
Confidential Information for any purpose other than the performance of Services hereunder,
and unless otherwise required by law, curt, or court rule, will not disclose any such Confidential
Information to any third parties.
(f) Supplier is an Independent contractor. COMPANY will not have the right to control, and won't
control, how Supplier performs the Services. All Individuals that Supplier assigns to perform
Services are Supplier employees, not those of COMPANY. Supplier is solely responsible for
recruiting, hiring, training, replacing, evaluating, disciplining, and terminating these individuals,
and for all compensation, benefits, governmental taxes and other Impositions or legal
requirements related to such individuals.
(g) Trademarks and Trade Names: Supplier will not use any name, logo or trademark of COMPANY
or Its subsidiaries or affiliates in any publication, communications, product, uniforms, or other
attire unless it receives advance written permission from COMPANY.
(h) All notices required or permitted hereunder shall be in writing and shall be deemed to have been
duly given when delivered or when deposited in a United States Postal Service letter box for
mailing by first class mall, postage prepaid, certified mail, with return receipt requested
(regardless of whether the return receipt is subsequently received), and addressed by the sender
as follows:
If to Supplier: Legal, 2010 Crow Canyon Place, M/S 100-10016, San Ramon, CA 94583
If to COMPANY: City of Kent, City Clerk, 220 Fourth Avenue South, Kent, WA 98032
(i) This Agreement constitutes the full and complete expression of the understanding of the parties
with respect to the rights and obligations created hereunder, and supersedes any prior or
contemporaneous agreement or representation, oral or written, by either of them. This
Agreement, may not be modified or amended except by a written instrument signed by each party
to this Agreement.
(j) This Agreement shall be binding upon the parties, their successors and assigns.
(k) Attorneys’ Fees. Should there be any litigation concerning payment or performance under this
Agreement, the prevailing party shall be entitled to attorneys' fees and costs, including those
incurred at the appellate level.
(l) This Agreement shall be governed by the laws of the State of Washington without regard to its
conflict of laws, rules or doctrine. Any and all litigation shall be conducted In the Superior Courts
of the State of Washington.
(m) The Supplier acknowledges that COMPANY is a public agency subject to the Public Records Act
codified in Chapter 42.56 of the Revised Code of Washington and documents, notes, emails, and
other records prepared or gathered by the Supplier in its performance of this Agreement may be
subject to public review and disclosure, even if those records are not produced to or possessed
by the COMPANY. As such, the Supplier agrees to cooperate fully with the COMPANY in
satisfying the COMPANY’s duties and obligations under the Public Records Act.
(n) Neither party shall be liable for any failure to perform, or delay in performing, the agreement if
such failure or delay is due to circumstances beyond that party's reasonable control.
IN WITNESS WHEREOF, the parties have executed this Agreement by and through their duly authorized
representatives effective the day, month and year first written above.
eQuest, LLC (“Supplier”) City of Kent (“COMPANY”):
Signed: Signed:
Print Name: Print Name:
Title: Title:
Date Signed: Date Signed:
Dana Ralph
Mayor
07/09/2020