Okaloosa County BOCC — March 18, 2013 — Kelly Temporary Services — reading text

EXHIBIT D » RECEIVED FEB 05 203 CONTRACT & LEASE IN TERNAL COORDINA TION SHEET — Contrac/Lease Number: C0044 eae _ Tracking Number: 58 6-/3 Contractor/Lessee Name: Ma Lb rr Y eee Purpose: Customer Servite Arveament ee Date/Term ladebite 1. GREATER THAN $50,000 — Amount ne te sede cla She) 2. (1. GREATER THAN $25,001 Department: HR. 3. (1 $25,000 OR LESS Dept. Monitor Name: Co. Me ds yf Li K. Lolli |. . 4 Purchasing Review Procurement requirements are met: ; Date: We -. | Contfacts’& Lease Coordinator Risk Management Review ; if fp ra SY, } Date: Risk/Management Director efelrs County Attorney Review f / . * r(r6[ Date: 6 (7 County Attorney Following Okaloosa County approval: Contract & Grant Document has been received: Date: Contracts & Grants Manager SERVICES CUSTOMER SERVICES AGREEMENT This Agreement is between Okaloosa County (‘Customer’) and Kelly Services, Inc. (“Kelly”) regarding the provision of its assigned employees (“Assigned Employees”) and related staffing services by Kelly to Customer. 1. Kelly Guarantee. Kelly guarantees that Assigned Employees it places with Customer will satisfactorily perform the services ordered by Customer. If not, Kelly will, upon reasonable notice from Customer, cancel charges for unsatisfactory services and furnish a replacement as soon as possible. Placement of Assigned Employees. Customer will place orders with Kelly describing type of work requested, specific duties to be performed, skills required, and any other requirements. Kelly will place Assigned Employees to perform services that Customer requests under Customer’s operational supervision at the location(s) and at the rates in attached Exhibit A. Employment Relationship with Assigned Employees. As the provider of staffing services, Kelly will be the employer of Assigned Employees, and will be responsible for the staffing services listed below. As the recipient of such staffing services, Customer will be responsible for controlling the environment in which Assigned Employees perform their work, the details of their work, and their work product, and for the business-related responsibilities below. Customer acknowledges that it is the responsibility of Kelly to attend to any disciplinary or performance management concerns affecting its Assigned Employees and Customer shall assume all liability in the event Customer takes actions that are Kelly responsibilities as defined in this Section 3. A. Kelly’s Responsibilities. Kelly will: i. Recruit, select, and hire Assigned Employees; 2. Place Assigned Employees according to Customer’s requirements; 3. Pay Kelly Assigned Employees the wages and provide the benefits that Kelly offers to them as its employees; 4. Pay or withhold payroll taxes (e.g., FICA) and insurance premiums (e.g., Medicare) and fuifill its obligations for unemployment compensation (e.g., FUTA, SUTA); 5. Provide workers’ compensation benefits and coverage for Assigned Employees; 6. Maintain Assigned Employees’ personnel and payroll records related to their employment by Kelly; 7. Comply with laws, rules or regulations applicable to providers of staffing services; 8. Require Assigned Employees to agree in writing to protect confidentiality of Customer’s proprietary information; 9. Require Assigned Employees to execute agreements that Customer requests with regard to intellectual property developed by them in performance of their work for Customer; 10. Require Assigned Employees to acknowledge in writing that they have no right to participate in Customer's employee benefit plans; 11. Require Assigned Employees to comply with all rules and policies of Customer (e.g., those relating to premises access and security); 12. Make legally required employment law disclosures to Assigned Employees; and 13. Provide Assigned Employees of diverse race, gender, ethnicity, and background. B. Customer's Responsibilities. Customer will: 1. Provide Assigned Employees with a safe and suitable workplace, (including all site-specific training related to the chemical, physical, and biological hazards in the workplace), and provide Kelly with prompt notice of: a) any injury suffered by an Assigned Employee; b) when an Assigned Employee’s assignment requires termination; and, c) if Customer wishes to hire an Assigned Employee. 2. Use Assigned Employees only in assignments that match the job descriptions for which Kelly places them; 3. Provide adequate internal controls, supervision, and instructions for Assigned Employees, and be responsible for their conduct when they are required to handle cash, confidential or credit card information, trade secrets, valuables, or similar property; 4, Be responsible for use of any vehicle and their contents, powered mobile equipment or Customer issued property used by Assigned Employees in connection with an order, except for workers’ compensation claims of Assigned Employees; 5. Provide a DD254 (Contract Security Classification Specification form) to Kelly for any orders in which a security clearance is required for Assigned Employees to perform job duties and a new DD254 in the event any job duties change or our Assigned Employee is required to work on a different project; 6. Be responsible for the conduct of its own officers, employees, and agents; and 7. Comply with duties imposed on the recipient of staffing services by law, rule, or regulation, including: a) providing Assigned Employees with suitable seating where required by law; 1 , e146 = R7/12 Confidential to Kelly Services, Inc. and Customer 10. b) using a timekeeping system that (i) complies with applicable federal and state legal requirements and (ii) accurately records in and out times and unpaid breaks of the Assigned Employees; c) establishing and providing Kelly with screening and exclusionary criteria that (i) is consistent with federal and state law and EEOC guidelines, and (ii) specifies the job-relatedness and lawful business purpose for each required screening inquiry. Exhibit A lists the Customer’s required screenings, if any. Insurance Including Workers’ Compensation Coverage. Kelly will maintain during the term of this Agreement at least the following types and limits of insurance or other coverage: A. Workers’ compensation on the Assigned Employees, in amounts no less than required by law; B. Employer's liability insurance with a limit of $1,000,000; C. Commercial automobile liability insurance with a $1,000,000 combined single limit on vehicles owned, leased, or rented by Kelly; D. Commercial General Liability insurance, including bodily injury, contractual liability, and property damage, with a $1,000,000 combined single limit per occurrence; and E. Commercial blanket bond/ (Crime/Fidelity bond) with limits of $3,000,000 per occurrence. Kelly will provide Customer with certificates of this insurance coverage, upon request. Billing. A. Invoices. Kelly will invoice Customer each week for all “Hours Worked” (as defined by the Fair Labor Standards Act of 1938 and applicable state law) by Assigned Employees at agreed-upon hourly bill rates. Exhibit A lists the rates Kelly will invoice Customer (and any reimbursable expenses). If the Customer's rates are not set out in Exhibit A, Kelly and Customer will agree on rates at the time of an order, which Kelly will record electronically in its systems. Taxes. Kelly will add to the Customer's invoices as a separate item any sales or use taxes that apply. C. Adjustments. Customer agrees that Kelly will adjust pricing annually and, additionally, to reflect government- mandated increases in wage and related tax, benefit and other costs. Kelly will apply such adjustments as of the effective date (and apply retroactively, if necessary) of the increased tax, benefit, or cost. Kelly will also adjust pricing for changes in sales, use, or gross receipts taxes. In addition, Customer shall be responsible for adjustments to wages or benefits required under the Service Contract Act. D. Overtime. Assigned Employees are presumed to be “nonexempt” employees — Kelly will pay overtime premiums (and bill Customer accordingly) in accordance with federal and state law and for additional overtime premiums requested by Customer. Kelly will charge Customer overtime rates for all overtime hours Customer requires or permits the Assigned Employees to work. Unless listed in Exhibit A, overtime rates will be calculated by applying to Kelly's bill rate the same overtime multiple as Kelly is required to apply to the Assigned Employee’s pay rate. Kelly only will classify: Assigned Employees as “exempt” from overtime pay under the Fair Labor Standards Act of 1938 if: (1) the Customer requests that Kelly do so; (2) the Customer signs Kelly’s Customer Exempt Request and Agreement; and, (3) Kelly determines that the exemption is valid under applicable law and regulations, subject to the Customer providing Kelly with complete and accurate information concerning the position. E. Record Of Time Worked. Customer agrees to review and approve (by signature or electronically) a record of time worked by Assigned Employees. If a Customer representative is unavailable, Kelly’s representative responsible for the Customer placement (or other Kelly representative authorized by Customer) may approve the record on Customer's behalf. Payment Terms. Payment for services is due upon Customer’s receipt of Kelly’s invoice (Kelly acknowledges that Customer's processing of the invoice may take up to five (5) days). w Conversion and Transition of Assigned Employees. Customer acknowledges that Kelly incurs substantial expenses for recruiting, testing, training and retaining its Assigned Employees and Customer agrees to obtain the services of each Assigned Employee only through an order with Kelly. If Customer wishes to obtain the services of an Assigned Employee by hiring them (a “conversion”), or by placement, arrangement, or contract from another source (a “transition”), Customer will compensate Kelly at the conversion rates in Exhibit A. Non-Solicitation of Kelly Non-Assigned Employees. Customer agrees that it will not solicit for employment with Customer, or consider for hire, any Kelly non-Assigned Employee (e.g. Kelly employee who is performing a partnered staffing or in-house arrangement at Customer’s facility) without the prior written consent of Kelly. In the event Customer hires a Kelly non-Assigned Employee, Customer will pay Kelly twenty-five percent (25%) of the starting base salary of such Kelly non- Assigned Employee. Term. This Agreement will continue in force unless one party gives the other party at least thirty (30) days’ written notice of termination. Kelly may terminate this Agreement immediately for non-payment. Termination of this Agreement will end the staffing relationship, but this Agreement will continue to govern the parties’ rights and obligations with respect to the business done before termination, including but not limited to conversion or transition of Assigned Employees. Notices. Notices or communications required by this Agreement must be in writing and mailed (including electronic transmission) or, faxed to the person indicated in the signature block below. 2 e146 = R7/12 Confidential to Kelly Services, Inc. and Customer 11. Independent Contractor. Nothing in this Agreement makes Kelly an agent, partner or joint venturer of Customer. 12. Governing Law. The laws of the State of Florida will govern this Agreement, without regard to its conflicts of laws rules. 13. Force Majeure. Neither party will be responsible for failure or delay under this Agreement because of force majeure events or other causes beyond its control. 14. Severability; Waiver. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. Any delay or waiver by a party to declare a breach or seek any remedy available to it under