HomeMy WebLinkAbout20143959.tiff RESOLUTION
RE: APPROVE MASTER STAFFING SERVICES AGREEMENT AND AUTHORIZE CHAIR
TO SIGN - REMY CORPORATION
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with a Master Staffing Services Agreement
between the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County, on behalf of the Department of Information Technology for the
Accounting Department, and Remy Corporation, commencing upon full execution of signature,
with further terms and conditions being as stated in said agreement, and
WHEREAS, after review,the Board deems it advisable to approve said agreement, a copy
of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the aster Staffing Services Agreement between the County of Weld, State
of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the
Department of Information Technology for the Accounting Department, and Remy Corporation,
be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to
sign said agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 24th day of December, A.D., 2014.
BOARD OF COUNTY COMMISSIONERS
` WELD COUNTY, COLORADO
sLaATTEST: d
l +dG.n�
s I Douglas R emach r, Chair
Weld County Clerk tot
i
M �•� arbara Kirkmey r, Pro Te
BY:
Deputy Cler'to the Boar."
Sean P. Conway
ea p
APPROVED AS TO FORM: p 1 �r
/l Mike Freemam
f1
County Attorney
William F.Garcia
DEC 2 4 2014
Date of signature:
1 2014-3959
C(7 = /Tm /l Z AC0021
MEMORANDUM
2±.11/eTO: Esther Gesick, Clerk to the Board December 23, 2014
, FROM: Ryan Rose, Chief Information Officer
111
�c o N SUBJECT: Remy Corporation, Master Service Agreement
The Remy Corporation Master Service Agreement has been reviewed by Weld County
legal and we're requesting the BOCC approve and sign. The agreement will allow Weld
County to proceed with a statement of work (SOW) for Peoplesoft consulting services.
The SOW will provide Weld County the associated expertise to complete our Peoplesoft
9.2 upgrade.
We respectfully request the Weld County BOCC approve the MSA with Remy
Corporation.
remit'
Master Services Agreement
Prepared for:
Weld County
,Colorado
By:
REMY CORPORATION
1660 17th St. Suite 400
Denver,CO 80202
STAFFING MASTER SERVICES AGREEMENT
This Staffing Services Agreement("Agreement")is made as of 08/18/2014(the "Effective
Date")by and between Weld County("Client")and Remy Corporation("Vendor")a Colorado
Corporation(individually a "Party" and collectively, the "Parties.")
BACKGROUND
WHEREAS, Vendor is engaged in the temporary and direct-hire/permanent staffing services
business providing personnel to clients with staffing needs(collectively, the "Services"); and
WHEREAS, Client desires to engage in Vendor to provide Services from time to time upon
client request and Vendor desires to be engaged by Client, all on the terms and conditions of this
Agreement; and
WHEREAS, as used herein,the term "Contract Employee" means a Vendor employee
temporarily placed with the Client pursuant to this Agreement;
THEREFORE, in consideration of the premises and mutual promises contained herein, the
parties agree as follows:
1.TERM
This Agreement shall commence on the Effective Date and continue for an initial term of one(1)
year,and shall continue thereafter on a month-to-month basis unless earlier terminated as
zo/ 3 95
provided herein. Either party, upon thirty(30) days prior written Notice, may terminate this
Agreement. Subject to the conversion option in Section 5.1 of this Agreement, in the event this
Agreement is terminated and Client retains placement of an Contract Employee, the terms of this
Agreement shall remain in full force, including without limitation, Client's obligation to remit the
agreed upon fees, until such placement is terminated.
2.Non-Solicitation
The Vendor acknowledges and agrees that, during the term of this agreement for one year
thereafter, the Vendor will not directly or indirectly solicit,induce,entice, or attempt to entice
any Employee of the Client to terminate his employment with The Client.
3. CONTRACT EMPLOYEES
Vendor shall provide to Client one or more Contract Employees as requested by an authorized
representative of the Client in writing from time to time.The Client's authorized representatives
shall be: Ryan Rose _or such other persons designated in writing by an authorized
representative of Client. Such Contract Employees shall provide services under Client's
management and supervision at a facility or in an environment controlled by Client. Should
Client request additional resources subsequent to the execution of this Agreement or should
either Client or Vendor request changes to hourly billing rates or other terms for any Contract
Employee working under the terms of this Agreement, any such additions or changes will be
mutually agreed to in writing and executed by the authorized representatives executing this
Agreement. Such agreed upon terms shall become a part of this Agreement, as amended. Client
shall be under no obligation to agree to changes,including changes to hourly billing rates.Any
agreed-upon rates for a Contract Employee will be in effect for the period of placement agreed
upon with respect to such Contract Employee at the time such Contract Employee was first
placed with Client. In the course of Vendor providing temporary staffing services, and given that
Client is providing supervision and control over each Contract Employee's job duties and work
product, Client may terminate the services of any Contract Employee upon notice,for any reason
or for no reason. Vendor agrees and warrants that it is an equal opportunity employer and refers
Contract Employees, regardless of race, sex, color, religion, creed, ancestry,national origin,
disability, age,marital status or other protected class status pursuant to applicable law.Client
agrees and warrants that it will not reject Contract Employees, or otherwise deem Contract
Employees unacceptable, or take any other action for any reason prohibited by federal,state or
local laws including,but not limited to, laws pertaining to employment discrimination or
employee safety.
4. INDEPENDENT CONTRACTOR STATUS
Vendor shall perform its obligations hereunder as an independent contractor and nothing herein
shall be construed to create a partnership,joint venture or other relationship between the parties.
Contract Professional agrees that it is an independent Contract Professional and that Contract
Professional's officers, agents or employees will not become employees of County,nor entitled
to any employee benefits from County as a result of the execution of this Agreement. Contract
Professional shall perform its duties hereunder as an independent Contract Professional. Contract
Professional shall be solely responsible for its acts and those of its agents and employees for all
acts performed pursuant to this Agreement. Contract Professional, its employees and agents are
not entitled to unemployment insurance or workers' compensation benefits through County and
County shall not pay for or otherwise provide such coverage for Contract Professional or any of
its agents or employees.
5. Direct Hire: For Direct-Hire/Full-time placements of Regular Employees, a placement
(referral) fee of 20% of Regular Employee's permanent pre-tax base salary (exclusive of any
bonus, benefits, incentive,or other compensation)will be due for recruitment services payable to
Vendor. For Direct-Hire/Full-time placements Vendor agrees to guarantee employees for 30
days. If Client or employee decides to terminate employment within this 30 day period, Vendor
agrees to replace the employee for no additional fee,or if Client elects not to replace such
person, to refund the prorated portion of the placement fee. Client shall pay any amounts due
under this section 5 in a lump sum within 30 days of its receipt of an invoice for the applicable
placement fec.
5.1 Conversion Option: Client may employ any Contract Employee for no additional fees,
following a period of 6 of full-time(defined as more than 32 hours per week), continuous
placement with Client, through Vendor. If any Contract Employee supplied by Vendor is
employed by Client or any of Client's affiliates, subsidiaries or parent company, within 6 of
his/her last day worked for Client, through Vendor, and prior to completing 6 of full-time,
continuous placement with Client, Client agrees to pay to Vendor, as liquidated damages, the
following pro-rated amounts of the Contract Employee's pre-tax base salary (exclusive of any
bonus,benefits, incentive, or other compensation):
-After 1 Month: 16.7%
-After 2 Months: 13.3%
-After 3 Months: 10.0%
-After 4 Months: 6.7%
-After 5 Months: 3.3%
-After 6 Months: 0.0%
6. INVOICING:
Vendor shall submit weekly invoices to Client for services rendered by Contract Employee(s)for
the number of hours worked by Contract Employee(s)the previous week. Invoices submitted to
Client will have back up timesheets with the electronic or hand-written signature of the Client's
Program/Project Manager/Technical Manager and Contract Employee. Invoices submitted by
Vendor to Client are fully payable within thirty [30 ] days of receipt unless disputed by Client
within five (5)business days of Client's receipt of the invoice.
7. PAYMENT DEFAULT
Payment in full for invoices shall be due within thirty (30)days from invoice date, at the Vendor
location noted below. Undisputed invoices that are more than fifteen(15) days past due are
subject to a late charge of one percent(1%)per month on the amount of the past due balance. If
Client's account is past due and Vendor has notified Client verbally or in writing of the past due
balance, and such balance is not disputed by Client or paid within five(5)business days of
receipt of a past due notice,Vendor may,without further Notice, immediately cease providing
any and all Contract Employee services without any liability for interruption of pending work.
8. EXPENSES
All expenses must be approved in writing by Client in advance and shall thereafter become
Client's responsibility. Client shall reimburse Vendor for all preapproved ordinary, necessary,
and reasonable travel expenses incurred by Contract Employee(s)while performing services on
behalf of Client that require Contract Employee to travel away from Client's primary job site.All
applicable receipts shall accompany Vendor invoice.
9. COLLECTION
If Client's account is in default and such default is not cured within thirty(30)days, the account
may be referred to an attorney or collection agency for collection,Client shall pay all of Vendor's
costs and expenses incurred in such collection efforts including,but not limited to, court costs
and reasonable attorneys'and/or collection agency fees.
10. CLIENT PROPERTY
10.1 Work Product: All work product of every kind performed by any Contract Employee on
behalf of Client shall be the sole and exclusive property of Client. Vendor will cause each
Contract Employee to execute and deliver any and all agreements or other written instruments
required by Client to affect this Section 10.1.
10.2 Confidentiality: The Parties agree as follows:
10.2.1 To perform all terms of this Agreement and to maintain all nonpublic information of the
other Party (the "Business-confidential Information")in confidence,with the same degree of
care,but no less than a reasonable degree of care, as the Parties exercise with their own
Business-confidential information to prevent its unauthorized use or disclosure;
10.2.2 That neither Party,without the prior written consent of the other,will disclose any portion
of the Business-confidential Information to others except to their employees, agents, consultants,
subcontractors, or Government personnel having a need to know such information in order to
accomplish the sole purpose stated above, and who are bound in writing by materially equivalent
obligations of confidentiality as those under this Agreement;
10.2.3 That neither Party will have any obligation or assume any liability with respect to any
information that:
a)the receiving Party can demonstrate by written record was previously known to it without
obligation of confidentiality;
b) that is, or becomes, available to the public through no fault of the Parties;
c) that is lawfully obtained by the receiving Party from a third party and is not subject to an
obligation of confidentiality by the third party; or
d) that is independently developed by or for the receiving Party without reference to or reliance
on the Business-confidential Information of the disclosing Party. 10.2.4 That Business-
confidential Information is defined as all nonpublic information disclosed by a Party, regardless
of the method of disclosure and regardless of whether it is marked or identified as confidential at
the time of disclosure.
That all rights and title to the Business-confidential Information disclosed pursuant to this
Agreement will remain the property of the disclosing Party unless otherwise agreed to in writing
by the Parties.
The Parties further agree that the furnishing of Business-confidential Information will not
constitute any grant or license to the other for any legal rights now or hereinafter held by either
Party.
The confidentiality obligations contained in this Section 10 will remain in effect for as long as
such information remains Business-confidential Information. Upon request of the disclosing
Party, the receiving Party will return or destroy the Business-confidential Information. If the
Business-confidential Information is destroyed, a certificate of destruction will be furnished to
the disclosing Party. Notwithstanding the foregoing,the receiving Party may retain an archival
copy of the disclosing Party's Business-confidential Information, in accordance with its record
retention policies and subject to the confidentiality obligations contained herein, for audit, legal,
or regulatory compliance purposes.
Confidential financial information of the Contract Professional should be transmitted separately
from the main bid submittal, clearly denoting in red on the financial information at the top the
word, "CONFIDENTIAL." However, Contract Professional is advised that as a public entity,
Weld County must comply with the provisions of C.R.S. 24-72-201,et seq.,with regard to
public records, and cannot guarantee the confidentiality of all documents. Contract Professional
agrees to keep confidential all of County's confidential information. Contract Professional
agrees not to sell, assign, distribute, or disclose any such confidential information to any other
person or entity without seeking written permission from the County. Contract Professional
agrees to advise its employees, agents, and consultants,of the confidential and proprietary nature
of this confidential information and of the restrictions imposed by this agreement.
11.NOTICES
11.1 Manner: Any notice or other communication("Notice")required or permitted under this
Agreement shall be in writing and either delivered personally or sent by facsimile, overnight
delivery, express mail,or certified or registered mail,postage prepaid,return receipt requested,
to the addresses set forth below.
11.2 Addresses:
Notices shall be addressed to the Parties at:
The Remy Corporation
1660 17th St.
4th Floor
Phone: 303.573.0058
Fax: 303.573.7240
Client:
Weld County
, Colorado
11.3 Delivery: A Notice delivered personally shall be deemed given only if acknowledged in
writing by the person to whom it is given.A Notice sent by facsimile shall be deemed given
when transmitted; provided that the sender obtains written confirmation that the transmission
was sent. A Notice sent by commercial overnight courier,certified or registered mail shall be
deemed given forty-eight(48) hours after it is mailed. If any time period in this Agreement
commences upon the delivery of Notice to any one or more parties, the time period shall
commence only when all of the required Notices have been deemed given.
11.4 Changes: Either party may designate,by Notice to the other, substitute addressees or
facsimile numbers for Notices,and thereafter, Notices arc to be directed to those substitute
addresses or facsimile numbers.
•
12. MISCELLANEOUS
12.1 Governing Law: This Agreement is governed by and subject to the laws of the State of
Colorado,without regard to its conflicts of law provisions.
12.2 Severability/Survival: A ruling by any court of competent jurisdiction that one or more of
the provisions contained in this Agreement is invalid, illegal or unenforceable in any respect
shall not affect any other provision of this Agreement so long as the economic or legal substance
of the transactions contemplated hereby is not affected in any manner materially adverse to any
party. Thereafter, this Agreement shall be construed as if the invalid, illegal,or unenforceable
provision had been amended so as to make this Agreement valid and enforceable as originally
contemplated by this Agreement to the greatest extent possible. Sections 7, 8, 9 and 10 of this
Agreement shall expressly survive termination or expiration of this Agreement.
12.3 Headings: The section and subsection headings have been included for convenience only,
are not part of this Agreement and shall not be taken as an interpretation of any provision of this
Agreement. The background section is an integral part of this Agreement.
12.4 Amendments And Modifications: This Agreement, including any addendums or exhibits
hereto,may be amended, waived, changed, modified or discharged only by an agreement in
writing signed on behalf of the authorized representatives of both Parties.
12.5 Entire Agreement: This Agreement and addendums or exhibits hereto constitute the entire
agreement between the Parties, and there are no representations,warranties, covenants or
obligations except as set forth in this Agreement. This Agreement supersedes all prior and
contemporaneous agreements, understandings, negotiations and discussions, written or oral,of
the Parties, relating to any transaction contemplated by this Agreement.
12.7 Assignment: No Party shall transfer or assign any or all of its rights or interest under this
Agreement or delegate any of its obligations without the prior written consent of the other Party.
A change of control of a Party will not be considered an assignment.
12.8 Warranty. Contract Professional warrants that the services performed under this
Agreement will be performed in a manner consistent with the professional standards governing
such services and the provisions of this Agreement. Contract Professional further represents and
warrants that all services shall be performed by qualified personnel in a professional and
workmanlike manner,consistent with industry standards, and that all services will conform to
applicable specifications.
12.9 Interruptions. Neither party to this Agreement shall be liable to the other for delays in
delivery or failure to deliver or otherwise to perform any obligation under this Agreement,where
such failure is due to any cause beyond its reasonable control, including but not limited to Acts
of God, fires,strikes,war,flood, earthquakes or Governmental actions.
12.10 Examination of Records. To the extent required by law, the Contractor agrees that any
duly authorized representative of County, including the County Auditor,shall have access to and
the right to examine and audit any books,documents,papers and records of Contractor,
involving all matters and/or transactions related to this Agreement.The Contractor agrees to
maintain these documents for three years from the date of the last payment received.
12.11 Fund Availability. Financial obligations of the County payable after the current fiscal
year are contingent upon funds for that purpose being appropriated, budgeted and otherwise
made available. Execution of this Agreement by County does not create an obligation on the part
of County to expend funds not otherwise appropriated in each succeeding year.
12.12 Governmental Immunity. No term or condition of this contract shall be construed or
interpreted as a waiver, express or implied, of any of the immunities, rights, benefits,protections
or other provisions, of the Colorado Governmental Immunity Act §§24-10-101 et seq., as
applicable now or hereafter amended.
12.13 Nu Third Party Beneficiary. It is expressly understood and agreed that the enforcement
of the terms and conditions of this Agreement, and all rights of action relating to such
enforcement, shall be strictly reserved to the undersigned parties and nothing in this Agreement
shall give or allow any claim or right of action whatsoever by any other person not included in
this Agreement. It is the express intention of the undersigned parties that any entity other than
the undersigned parties receiving services or benefits under this Agreement shall be an incidental
beneficiary only.
12.14 Board of County Commissioners of Weld County Approval. This Agreement shall
not be valid until it has been approved by the Board of County Commissioners of Weld County,
Colorado or its designee.
IN WITNESS WHEREOF, the parties have executed this Agreement,under seal, the day and
year first above written.
This Agreement may be signed in two or more counterparts and the parties agree to accept
facsimile signatures as an original signature.
The Remy Corporation
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ATTEST: -, ' '' '�.:OARD OF COUNTY COMMISSIONERS
Weld County Clerk ELD COUNTY,COLORADO
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APPROVED AS TO FUNDING: APPROVED AS TO SUBSTANCE:
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Controller — ct ici I or Department Head
APPROVED AS 0 FORM- N A
Director of General Services
County Attorney
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