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050-08 - West Sound Workforce, Inc. - ContractContract No. 050-08 RECRUITING & STAFFING AGREEMENT This Agreement ("Agreement") is made as of February 13, 2008 by and between City of Port Orchard, a Washington municipal corporation having an office in Port Orchard and West Sound Workforce, Inc., a Washington State corporation, having an office in Gig Harbor and Poulsbo. WHEREAS, City of Port Orchard desires that West Sound Workforce, Inc. provide services, as specified in this Agreement, in those areas which West Sound Workforce, Inc. has special professional expertise and/or special qualifications; and WHEREAS, West Sound Workforce, Inc. is willing and able to provide said services under the terms and conditions set forth in this Agreement, now therefore, the parties mutually agree as follows: 1. Scope of Work: West Sound Workforce, Inc. will perform recruitment and employment placement services, in accordance with the terms and conditions of this Agreement, to include identifying, qualifying and recommending candidates for employment with City of Port Orchard. West Sound Workforce, Inc. will devote its best efforts to the performance of its duties and services hereunder on a contingency fee paid basis, with no fees or compensation due unless City of Port Orchard actually hires a candidate referred by West Sound Workforce, Inc. 2. Fees and Compensation for Temporary Staffing Services Rendered: City of Port Orchard will pay West Sound Workforce, Inc. an hourly fee for actual hours worked by temporary employees provided by West Sound Workforce, Inc. to City of Port Orchard, with a four hour per day minimum. A schedule of the applicable hourly fees is attached as Exhibit "A". West Sound Workforce, Inc. will pay all applicable employment taxes, wages and benefits for temporary staff, provided to City of Port Orchard. City of Port Orchard will pay West Sound Workforce, Inc. the placement fee referenced in #4 below if City of Port Orchard directly hires West Sound Workforce, Inc.'s , temporary employee, hired and retained within any capacity, within one year of the employee being referred to the City of Port Orchard through West Sound Workforce, Inc. West Sound Workforce, Inc. will provide City of Port Orchard a prorated credit against the placement fee referenced in #4 below for any hours billed for work done by the West Sound Workforce, Inc.'s employee on a temporary assignment with City of Port Orchard. 3. Temp to Permanent Services: City of Port Orchard may hire West Sound Workforce's temporary employee, hired in any capacity, after he/she has completed 520 hours on an assignment with City of Port Orchard. Should City of Port Orchard desire to hire the employee prior to the completion of 520 hours, West Sound Workforce will provide City of Port Orchard a credit for the hours billed as referenced in section #2 above. City of Port Orchard account must be current and in good standing before City of Port Orchard may hire temporary employee directly. 4. Fees and Compensation for Recruiting Services Rendered: City of Port Orchard will pay West Sound Workforce, Inc. a fee, which will be an amount equal to 12% of the first year's base salary of each Candidate, hired in any capacity, which is actually hired by City of Port Orchard within one year of such Candidate being referred to City of Port Orchard by West Sound Workforce, Inc. Exception: The Fee will be an amount equal to 15% of the first year's base salary for the following occupations: Professional Management Executives, Engineers, Controllers & Accountants, IT/IS positions and Candidates whose positions require advanced degrees or professional certifications and actually hired by City of Port Orchard within one year of such Candidate being referred to City of Port Orchard by West Sound Workforce, Inc. The Fee will represent City of Port Orchard's entire obligation for the services rendered by West Sound Workforce, Inc. 5. Payment: Fees are due upon receipt and payment will be made to West Sound Workforce, Inc. no later than 45 days from the date of invoice providing West Sound Workforce, Inc. provides City of Port Orchard with a properly executed invoice in a format acceptable to the City. Late payments for undisputed invoices will accrue interest at 1.0 % per month. 6. Replacement Guarantee: If a hired candidate terminates his/her employment with City of Port Orchard or is terminated by City of Port Orchard within 90 days of the first day of employment (but not for reasons of lack of work for such hired candidate), then West Sound Workforce, Inc. agrees to find a one-time replacement candidate at no additional charge. Late payment of fees by City of Port Orchard will nullify this guarantee. 7. Representations and Warranties of West Sound Workforce, Inc.: West Sound Workforce, Inc. does not warrant that a hired candidate will perform to a particular level of expectation, however, West Sound Workforce, Inc. does represent and warrant that its recommendations, guidance, and performance under this Agreement will: (a) be in accordance with sound and generally acceptable professional standards within its industry; (b) be the work product solely of West Sound Workforce, Inc.; and (c) not infringe on the proprietary rights, trade secret or other intellectual property right of any third party. 8. Use . of Confidential Information: "Confidential Information" means non-public information, which may or may not be identified as proprietary or confidential. Confidential Information may include (but is not limited to) trade secrets, patents, patent applications, know-how, inventions, discoveries, improvements, processes, techniques, algorithms, samples, media and/or cell lines, software programs (whether in source or object code form), designs, drawings, formula or test data relating to any research project, work in process, future development, engineering, manufacturing, marketing, servicing, financing or personnel matters relating to City of Port Orchard, its present or future products, sales, suppliers, clients, customers, employee&; investors or business, and whether in oral, written, graphic or electronic form. Confidential Information does not include information that: (a) is or becomes publicly available through no act or omission of West Sound Workforce, Inc.; (b) is rightfully received by West Sound Workforce, Inc. from a third party without restriction on disclosure and without breach of a nondisclosure obligation; (c) is independently developed; or (d) is previously rightfully known to West Sound Workforce, Inc. from sources other than the disclosing party without nondisclosure obligations. West Sound Workforce, Inc. will not incorporate any portion of the Confidential Information into any other work or product. 9. Indemnification/ Direction and Control Clause: City of Port Orchard and West Sound Workforce, Inc. each agree to defend, indemnify, and save the other harmless from and against any and all claims, demands, losses, damages, costs, liabilities, and expenses, including, but not limited to attorney's fees and costs of suit of whatever kind and/or character, on account of actual or alleged loss, injury, or damage to any person, firm, corporation, or legal entity or to any property arising out of or in connection with City of Port Orchard's utilization of West Sound Workforce temporary personnel. This indemnification and hold harmless shall apply regardless of whether the claim is brought pursuant to the Worker's Compensation Act, RCW Title 51, or otherwise and West Sound Workforce, Inc. waives any immunity whatsoever with respect to such indemnification. Temporary workers provided by West Sound Workforce to City of Port Orchard are provided under contracts for services and are deemed to be under the supervision, direction and control of City of Port Orchard for the duration of the assignment. City of Port Orchard will also comply in all respects with all statutes, by-laws, codes of practice and legal requirements to which City of Port Orchard is ordinarily subject in respect of City of Port Orchard's own staff. 10. Discrimination and Compliance with Laws: West Sound Workforce, Inc. agrees not to discriminate against any employee or applicant for employment or any other person in the performance of this agreement because of race, creed, color, national origin, marital status, sex, age, disability, or other circumstance prohibited by Federal, State or local law or ordinance, except for a bona fide occupational qualification. West Sound Workforce shall comply with all Federal, State, and local laws and ordinances applicable to the work to be done under this agreement. West Sound Workforce shall obtain a City of Port Orchard business license prior to receipt of written notice to proceed. Violation of this paragraph 10 shall be a material breach of this agreement and ground for cancellation, termination, or suspension of this agreement by the City, in whole or in part, and may result in ineligibility for further work for the city. 11. Standard of Care: West Sound Workforce represents and warrants that it has the requisite training, skill, and experience necessary to provide the services under this agreement and is appropriately accredited and licensed by all applicable agencies and governmental entities. Services provided by West Sound Workforce under this agreement will be performed in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession currently practicing in similar circumstances. 12. Insurance: West jSound Workforce has the following insurance coverage: General Liability; $1,000,000/$2,000,000 and Professional Liability; $1,000,000/$2,000,000. 13. Binding Effect: West Sound Workforce, Inc. shall not assign, transfer, subcontract or encumber any rights, duties, or interests accruing from this Agreement without the express prior written consent of the City, which consent may be withheld in the sole discretion of the City. 14. Notices: Any notice required under this Agreement will be effective if made in writing and sent to the address of the appropriate party first appearing herein. 15. Safe Workplace and Accident Prevention Program: City of Port Orchard agrees that they comply with all federal OSHA and state WISHA requirements. City of Port Orchard agrees to provide West Sound Workforce temporary employee with the same safety equipment (PPE) provided to City of Port Orchard employees. Additionally, West Sound Workforce employees will be given a safety orientation upon first arrival date at City of Port Orchard. City of Port Orchard also verifies they have an Accident Prevention Program, consisting of a formal written plan and a safety committee/meeting, in accordance with the requirements of Washington's Department of Labor and Industries. 16. Termination: This Agreement will be in effect for one year from this date and will automatically renew unless either party give 30 days written notice for its termination. This agreement may be terminated by the City at any time upon the default of West Sound Workforce or upon public convenience, in which event all finished or unfinished documents, reports, or other material or work of West Sound Workforce pursuant to this agreement shall be submitted to City, and West Sound Workforce shall be entitled to just and equitable compensation for any satisfactory work completed prior to the date of termination, not to exceed the total compensation set forth herein. West Sound Workforce shall not be entitled to any reallocation of cost, profit, or overhead. West Sound Workforce shall not in any event be entitled to anticipated profit on work not performed because of such termination. West Sound Workforce shall use its best efforts to minimize the compensation payable under this agreement in the event of such termination. 17. Disputes: Any action for claims arising out of or relating to this agreement shall be governed by the laws of the State of Washington. Venue shall be in Kitsap County Superior Court. 18. Attorney's Fees: In any suit or action instituted to enforce any right granted in this agreement, the substantially prevailing party shall be entitled to recover its costs, disbursements, and reasonable attorney's fees from the other party. 19. Extent of Agreement/Modification: This agreement, together with attachments or addenda, represents the entire and integrated agreement between the parties hereto and supersedes all prior negotiations, representations, or agreements, either written or oral. This agreement may be amended, modified, or added to only by written instrument properly signed by both parties. Both parties, duly authorized to enter into such an Agreement, hereto have executed this Agreement to be effective as of the date first set forth above. City of I By: Date: Print Nai West So nd rkforce, In By: Date: Print Name & Title: Linda Helenberg, Client Relations File: StaffingAgreement a EXHIBIT A CITY OF PORT ORCHARD HOURLY FEE RANGE* Hourly Pay Rate Hourly Bill Rate 520 Hours or 12% Perm Fee $14.00 $22.23 $3494.40 $15.00 $23.81 $3744.00 $16.00 $25.39 $3993.60 $17.00 $26.97 $4243.20 $18.00 $28.55 $4492.80 *The actual bill rate will be dependent upon the candidate's skills and experience. The hourly pay and bill rate may vary between the ranges given. For example, a candidate may be offered an hourly pay rate of $14.50 and the bill rate would then also increase but still be within the range originally agreed to. The fee schedule listed above is based on the pay ranges we have originally agreed upon for the level of candidate that was originally indicated. If the City of Port Orchard should decide that they will need a higher level of candidate, the fees will increase in direct correlation with the candidate's salary requirements.