HomeMy WebLinkAboutKelly ServicesSERVICES
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PRICING AND SCREENING
NOTE: THIS EXHIBIT A[SBEING USED ONLY TDNEGOTIATE THE BILL RATE/MARK'UP. I-T[3NOT TO
BE USED AS A STANDALONE CONTRACT AND DOES NOT MODIFY ANY CONTRACTUAL TERMS AGREED
TO[NTHE CUSTOMER SERVICES AGREEMENT.
1. PRICING
This Pricing Exhibit A is incorporated and made port of the Customer Services Agreement between
Kelly Services, Inc. and Mason County. The pricing in Exhibit is confidential and proprietary to
Kelly. Customer agrees not to disclose the contents of Pricing Exhibit A to persons or entities not
party tothis agreement without Kelly's written permission.
2. TERM; LOCATIONS. The pricing in this Exhibit Awill be in effect, beginning on June 6w, 2013 and
ending on December 31't, 2013, at the following Customer locations:
All Locations
3. HOURLY COSTS FOR ASSIGNED EMPLOYEES
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4. PRICING FOR CONVERSION OF ASSIGNED EMPLOYEES.
a) Custoxne, agrees to pay the conversion fees below upon the conversion of an Assigned Employee
from Kelly's employment to Customer's employment. The conversion fee is based on the
annualized salary (2,080 hours) o[the converted employee. Multiply the assigned employee's
hourly pay rate byZ,O80todetermine the annualized salary.
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S. MISCELLANEOUS.
m. Expenses (e.g, mileage) and all costs or administrative fees associated with any required
screenings, drug tests, etc, will be charged tothe Customer (passed through without mark
up)'
b. Asitrelates tothe Kelly Guarantee, "reasonable nobce"isdefined astwo (2)days.
c. Kelly reserves the right to adjust pricing as specified in the terms of the agreemenL
Confidential to Kelly Services, Inc. and Custome
Page Im'1
CUSTOMER SERVICES AGREEMENT
SERVICES
This Agreement between Mason 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.
2. Placement of Kelly Assigned Employees. Customer will place
orders with Kelly describing the 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 the attached Exhibit A.
3. 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 deflned in this Section 3.
A. Kelly's Responsibilities. Kelly will: 1) Recruit, select, and
hire Assigned Employees; 2) Place Assigned Employees according to
Customer's requirements; 3) Pay 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 fulfill 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
the 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-speclfic 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 the use of any vehide 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 dearance 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; 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; and 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.
4. 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; 8) Employer's liability insurance with a limit of
$1,000,000; C) Commercial automobile liability Insurance with a
$1,900,000 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.
5. Billing. 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 at which Kelly will invoice Customer (and
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. Kelly will add
to the Customer's invoices as a separate item any sales or use taxes
that apply, Customer agrees that Kelly will adjust pricing (and apply
retroactively, if necessary) annually and, additionally, to reflect
government -mandated increases in wage and/or related tax, benefit
and other costs. Kelly will apply such adjustments as of the effective
date 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 under the
Service Contract Act.
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. 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.
6. 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).
7. Conversion and Transition of Assigned Employees. Customer
acknowledges that Kelly incurs substantial expenses for recruiting,
testing, training and retaining its 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 assignment,
arrangement, or contract from another source (a "transition"), Customer
will compensate Kelly at the conversion rates in Exhibit A.
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Confidential to Kelly Services, Inc. and Customer
8. 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.
9. Issue Resolution and Indemnification. Kelly and Customer
expect to resolve issues that arise with respect to performance of this
Agreement through business discussion and conciliation. In the unlikely
event that resolution efforts are unsuccessful, each party agrees to
indemnify the other party (and its officers, directors, and employees) for
daims, losses, penalties, and damages (and reasonable legal fees) to the
extent they arise from the indemnifying party's violation of law or
material breach of this Agreement, including obligations listed in section
10. Indemnification Process. To obtain indemnification, a party must
promptly notify die other party; cooperate in resolving the claim; and
(when liability to third parties is involved) yield reasonable control of the
claim's resolution to the other party. Neither party is obligated to provide
or commit Itself to indemnity while the underlying matter is still pending.
11. LIMITATION OF LIABILITY.
A. No Consequential or Indirect Damages IN NO EVENT
SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT TO THE
OTHER PARTY OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL,
INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE
DAMAGES. THIS INCLUDES ANY DAMAGES FOR BUSINESS
INTERRUPTION, LOSS OF USE, DATA, REVENUE OR PROFIT, WHETHER
IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), REGARDLESS OF
WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER PARTY
WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.
B. Maximum Liability. KELLY'S AGGREGATE LIABILITY
ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER
ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT
(INCLUDING NEGLIGENCE) SHALL BE LIMITED TO PROVEN DIRECT
DAMAGES UP TO A MAXIMUM OF $10,000 PER OCCURRENCE.
C. Third Party Claims, IN ADDITION TO THE LIMITATION OF
LIABILITY IN SECTION 11(A), KELLY'S AGGREGATE LIABILITY TO THE
CUSTOMER FOR THIRD PARTY CLAIMS, WHETHER ARISING OUT OF
OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING
NEGLIGENCE) SHALL BE LIMITED TO THE EXTENT OF KELLY'S
INDEMNIFICATION OBLIGATIONS IN SECTION 9.
12. 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.
13. Other. 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. Nothing in this
Agreement makes Kelly an agent, partner or joint venturer of Customer,
The laws of the State of Michigan will govern this Agreement, without
regard to its conflicts of laws rules. Neither party will be responsible for
failure or delay under this Agreement because of force majeure events or
other causes beyond its control. The Invalidity or unenforceablilty 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 this
Agreement or by law will not constitute a waiver as to any past or future
breathes or remedies. This Agreement (Including any attachrnents)
contains all of the terms between Customer and Kelly on the subject of
staffing services for the jobs and locations specified; it replaces all prior
agreements and representations on the subject. Modifications to this
Agreement must be in writing signed and dated by both parties. Forms
that may be used by the parties in their staffing relationship such as
purchase orders, time cards, and invoice recitals will not supersede,
supplement, modify, or control this Agreement.
Customer
Customer Name:
Signature:
Date:
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Confidential to Kelly Services, Inc. and Customer