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HomeMy Public PortalAbout044-2020 - Roseview - Manpower - Special Cleaning Services - Rose ViewSERVICES AGREEMENT THIS AGREEMENT made and entered into this day of 2020, and referred to as Contract No. 44-2020, by and between the City of Richmond, Indiana, a municipal corporation acting by and through its Board of Public Works and Safety (hereinafter referred to as the "City") and Manpower Richmond, 500 East Main Street, Richmond, Indiana, 47374 (hereinafter referred to as the "Contractor"). SECTION I. STATEMENT AND SUBJECT OF WORK City hereby retains Contractor to provide services in connection with providing special precautionary cleaning of the transportation vehicles operated by Rose View Transit Division of the Department of Infrastructure and Development for the duration of the COVID19 prevention measures being taken by the City. Said special precautionary cleaning services shall include, but shall not be limited to, riding and cleaning the transport vehicles and cleaning the buses after each person enters and exits the vehicles, for the duration of each vehicle's transit operations. Contractor shall perform all services as more fully described on Contractor's proposal marked as "Exhibit A" which exhibit consists of seven (7) pages, was received March 17, 2020, and which is attached hereto and made a part hereof. Contractor agrees to abide by the same. Should any provisions, terms, or conditions contained in any of the documents attached hereto as Exhibits, or in any of the documents incorporated by reference herein, conflict with any of the provisions, terms, or conditions of this Agreement, this Agreement shall be controlling. Contractor shall perform all work herein in a timely manner, conforming to all applicable professional standards. The Contractor shall furnish all labor, material, equipment, and services necessary for the proper completion of all work specified. No performance of services shall commence until the following. has been met: 1. The City is in receipt of any required certificates of insurance; 2. The City is in receipt of any required affidavit signed by Contractor in accordance with Indiana Code 22-5-1.7-I1(a)(2); and 3. A purchase order has been issued by the Purchasing Department. SECTION II. STATUS OF CONTRACTOR Contractor shall be deemed to be an independent contractor and is not an employee or agent of the City of Richmond. The Contractor shall provide, at its own expense, competent supervision of the work. Contract No. 44-2020 Page 1 of 7 SECTION III. COMPENSATION City shall pay Contractor at the rates described on Exhibit A for the complete and satisfactory performance of all work described herein. SECTION IV. TERM OF AGREEMENT This Agreement shall be effective when: signed by all parties and shall continue in effect until satisfactory completion of this Agreement, which shall not exceed one (1) year. Written notice of the conclusion of this. Agreement prior to the above -described one-year term may be issued by the Director of the Department of Metropolitan Development when the precautionary measures are no longer necessary. Notwithstanding the term of this Agreement, City may terminate this Agreement in whole or in part, for cause, at any time by giving at least five (5) working days written notice specifying the effective date and the reasons for termination which shall include but not be limited to the following: a. failure, for any reason of the Contractor to fulfill in a timely manner its obligations under this Agreement; b. submission of a report, other work product, or advice, whether oral or written, by the Contractor to the City that is incorrect, incomplete, or does not meet reasonable professional standards in any material respect; c. ineffective or improper use of funds provided under this Agreement; d. suspension or termination of the grant funding to the City under which this Agreement is made; or e. unavailability of sufficient funds to make payment on this Agreement. In the event of such termination, the City shall be required to make payment for all work performed prior to the date this Agreement is terminated, but shall be relieved of any other responsibility herein. This Agreement may also be terminated, in whole or in part, by mutual Agreement of the parties by setting forth the reasons for such termination, the effective date, and in the case of partial termination, the portion to be terminated. Page 2 of 7 SECTION V. INDEMNIFICATION AND INSURANCE Contractor agrees to obtain insurance and to indemnify the City for any damage or injury to person or property or any other claims which may arise from the Contractor's conduct or performance of this Agreement, either intentionally or negligently; provided, however, that nothing contained in this Agreement shall be construed as rendering the Contractor liable for acts of the City, its .officers, agents, or employees. Contractor shall as a prerequisite to this Agreement, purchase and thereafter maintain such insurance as will protect it from the claims set forth below which may arise out of or result from the Contractor's operations under this Agreement, whether such operations by the Contractor or by any sub -contractors or by anyone directly or indirectly employed by any of them, or by anyone for whose acts the Contractor may be held responsible. Coverage Limits A. Worker's Compensation & Statutory Disability Requirements B. Employer's Liability $100,000 C. Comprehensive General Liability Section 1. Bodily Injury $1,000,000 each occurrence $2,000,000 aggregate Section 2. Property Damage $1,000,000 each occurrence D. Comprehensive Auto Liability Section 1. Bodily Injury $1,000,000 each person $1,000,000 each occurrence Section 2. Property Damage $1,000,000 each occurrence E. Comprehensive Umbrella Liability $1,000,000 each occurrence $2,000,000 each aggregate F. Malpractice/Errors & Omissions Insurance $1,000,000 each occurrence $2,000,000 each aggregate Page 3 of 7 SECTION VI. COMPLIANCE WITH WORKER'S COMPENSATION LAW Contractor shall comply with all provisions of the Indiana Worker's Compensation law, and shall, before commencing work under this Agreement, provide the City a certificate of insurance, or a certificate from the industrial board showing that the Contractor has complied with Indiana Code Sections 22-3-2-5, 22-3-5-1 and 22-3-5-2. If Contractor is an out of state employer and therefore subject to another state's worker's compensation law, Contractor may choose to comply with all provisions of its home state's worker's compensation law and provide the City proof of such compliance in lieu of complying with the provisions of the Indiana Worker's Compensation Law. SECTION VII. COMPLIANCE WITH INDIANA &VERIFY PROGRAM REQUIREMENTS Pursuant to Indiana Code 22-5-1.7, Contractor is required to enroll in and verify the work eligibility status of all newly hired employees of the contractor through the Indiana E-Verify program. Contractor is not required to verify the work eligibility status of all newly hired employees of the contractor through the Indiana E-Verify program if the Indiana E-Verify program no longer exists. Prior to the performance of this Agreement, Contractor shall provide to the City its signed Affidavit affirming that Contractor does not knowingly employ an unauthorized alien in accordance with IC 22-5-1.7-11 (a) (2). In the event Contractor violates IC 22-5-1.7 the Contractor shall be required to remedy the violation not later than thirty (30) days after the City notifies the Contractor of the violation. If Contractor fails to remedy the violation within the thirty (30) day period provided above, the City shall consider the Contractor to be in breach of this Agreement and this Agreement will be terminated. If the City determines that terminating this Agreement would be detrimental to the public interest or public property, the City may allow this Agreement to remain in effect until the City procures a new contractor. If this Agreement is terminated under this section, then pursuant to IC 22-5-1.7-13 (c) the Contractor will remain liable to the City for actual damages. SECTION VIII. IRAN INVESTMENT ACTIVITIES Pursuant to Indiana Code (IC) 5-22-16.5, Contractor certifies that Contractor is not engaged in investment activities in Iran. In the event City determines during the course of this Agreement that this certification is no longer valid, City shall notify Contractor in writing of said determination and shall give contractor ninety (90) days within which to respond to the written notice. In the event Contractor fails to demonstrate to the City that the Contractor has ceased investment activities in Iran within ninety (90) days after the written notice is given to the Contractor, the City may proceed with any remedies it may have pursuant to IC 5-22-16.5. In the event the City determines during the course of this Agreement that this certification is no longer valid and said determination is not refuted by Contractor in the manner set forth in IC 5- 22-16.5, the City reserves the right to consider the Contractor to be in breach of this Agreement and terminate the agreement upon the expiration of the ninety (90) day period set forth above. Page 4 of 7 SECTION IX. PROHIBITION AGAINST DISCRIMINATION A. Pursuant to Indiana Code 22-9-1-10, Contractor, any sub -contractor, or any person acting on behalf of Contractor or any sub -contractor shall not discriminate against any employee or applicant for employment to be employed in the performance of this Agreement, with respect to hire, tenure, terms, conditions or privileges of employment or any matter directly or indirectly related to employment, because of race, religion, color, sex, disability, national origin, or ancestry. B. Pursuant to Indiana Code 5-16-6-1, the Contractor agrees: That in the hiring of employees for the performance of work under this Agreement of any subcontract hereunder, Contractor, any subcontractor, or any person acting on behalf of Contractor or any sub -contractor, shall not discriminate by reason of race, religion, color, sex, national origin or ancestry against any citizen of the State of Indiana who is qualified and available to perform the work to which the employment relates; 2. That Contractor, any sub -contractor, or any person action on behalf of Contractor or any sub -contractor shall in no manner discriminate against or intimidate any employee hired for the performance of work under this Agreement on account of race, religion, color, sex, national origin or ancestry; 3. That there may be deducted from the amount payable to Contractor by the City under this Agreement, a penalty of five dollars ($5,00) for each person for each calendar day during which such person was discriminated against or intimidated in violation of the provisions of the Agreement; and 4. That this Agreement may be canceled or terminated by the City and all money due or to become due hereunder may be forfeited, for a second or any subsequent violation of the terms or conditions of this section of the Agreement. C. Violation of the terms or conditions of this Agreement relating to discrimination or intimidation shall be considered a material breach of this Agreement. SECTION X. RELEASE OF LIABILITY Contractor hereby agrees to release and hold harmless the City and all officers, employees, or agents of the same from all liability for negligence which may arise in the course of Contractor's performance of its obligations pursuant to this Agreement. Page 5 of 7 SECTION XI. MISCELLANEOUS This Agreement is personal to the parties hereto and neither party may assign or delegate any of its rights or obligations hereunder without the prior written consent of the other party. Any such delegation or assignment, without the prior written consent of the other party, shall be null and void. This Agreement shall be controlled by and interpreted according to Indiana law and shall be binding upon the parties, their successors and assigns. This document constitutes the entire Agreement between the parties, although it may be altered or amended in whole or in part at any time by filing with the Agreement a written instrument setting forth such changes signed by both parties. By executing this Agreement the parties agree that this document supersedes any previous discussion, negotiation, or conversation relating to the subject matter contained herein. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. The parties hereto submit to jurisdiction of the courts of Wayne County, Indiana, and any suit arising out of this Contract must be filed in said courts. The parties specifically agree that no arbitration or mediation shall be required prior to the commencement of legal proceedings in said Courts. By executing this Agreement, Contractor is estopped from bringing suit or any other action in any alternative forum, venue, or in front of any other tribunal, court, or administrative body other than the Circuit or Superior Courts of Wayne County, Indiana, regardless of any right Contractor may have to bring such suit in front of other tribunals or in other venues. Any person executing this Contract in a representative capacity hereby warrants that he/she has been duly authorized by his or her principal to execute this Contract. In the event of any breach of this Agreement by Contractor, and in addition to any other damages or remedies, Contractor shall be liable for all costs incurred by City in its efforts to enforce this Agreement, including but not limited to, City's reasonable attorney's fees. [Signature Page to Follow.] Page 6 of 7 In the event that an ambiguity, question of intent, or a need for interpretation of this Agreement arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement at Richmond, Indiana, as of the day and year first written above, although signatures may be affixed on different dates. "CITY" THE CITY OF RICHMOND, INDIANA by and through its Board of Public Works and Safety Vicki Robinson, President Palmer,Member By: _ Matt Evans, Member "CONTRACTOR" MANPOWER RICHMOND 500 East Main Street Richmond, IN 47374 Title: Vrf- j a e'v' APPROVED: ( Date: Sn Ma o Date: 6 3 ZD oz-o Page 7 of 7 Manpower' STANDARD SERVICES AGREEMENT Manpower Richmond, an Indiana corporation with its principal office located at 500 East Main Street, Richmond, IN 47374 and applicable subsidiaries and affiliates ("Manpower"), and City of Richmond ("Client") , an Indiana Government Entity with its principal office located at 50 North 51h Street, Richmond, IN 47374, in consideration of the mutual covenants contained herein, agree to the terms and conditions set forth In this Staffing Services Agreement (the "Agreement"), effective as of the 16th day of March 2020 ("Effective Date"). 1. DUTIES OF MANPOWER a, Provision of Staffing Services. Manpower will provide to Client the staffing services specifically listed in Exhibit A and generally described as follows ("Staffing Services"): recruiting, Interviewing and/or screening candidates; providing offers of employment to qualified candidates when appropriate; assigning candidates that have accepted employment with Manpower who, in Manpower's judgment, are best qualified to perform the type of work described by Client ("Assigned- Employees") and removing any Assigned Employee at the request of Client for any lawful reason. In addition, on behalf of all Assigned Employees, Manpower will maintain personnel and payroll records; pay, withhold and transmit payroll taxes; establish and contribute to such benefit programs as Manpower deems appropriate; make employer shared responsibility payments required under the Affordable Care Act ("ACA" ); make unemployment contributions; and handle unemployment and workers' compensation claims with respect to compensation that Manpower has agreed to pay ("Employer Obligations"). For purposes of the ACA, Manpower will treat all Assigned Employees as common-law employees of Manpower. The Assigned Employee(s) will perform the work on behalf of Client at the locations within the United States specified on Exhibit A. b, Worker's Compensation Insurance. Manpower will provide workers compensation insurance coverage for Assigned Employees (except as provided in Section 6). C. Screening. Manpower will screen the Assigned Employees based on the specific checks and tests set forth In Exhibit A. The cost of which will be billed as indicated in table in Exhibit A. d. Guarantee. In the event that Client Is not satisfied with the performance of any Assigned Employee, then, upon Client's request, Manpower will remove the Assigned Employee with whom Client is not satisfied from the assignment, relieve Client of the obligation to pay for the number of hours specified on Exhibit A and worked by the same Assigned Employee, and use Its best efforts to provide a replacement Assigned Employee as soon as practicable (the "Limited Warranty"). The Limited Warranty described herein shalt be Manpower's sole obligation to Client and Client's exclusive remedy with respect to any nonconformity or deflclency In services, work product or dellverables furnished to Client, e. Employee Waiver. Manpower will require Assigned Employees to sign an agreement stating that Assigned Employees will not be entitled to benefits offered or provided by Client to Its own staff, a copy of which Is available upon request. 2. DUTIES OF CLIENT a. Supervision of the Work, Client agrees to supervise and control the work, premises, processes and systems to be performed by Assigned Employees and to review and approve the corresponding work product. In addition, Client will control the development, quality and implementation of the work product. Manpower is the employer of the Assigned Employees and will remain responsible as the employer with respect to the Employer Obligations outlined above. b. Accurate Job Description. Client will provide Manpower with a job description that accurately summarizes the primary duties of all Assigned Employees. This job description will be provided to Manpower prior to the Assigned Employee's commencing his or her assignment, Client will not make material changes in any Assigned Employee's job duties or risks without Manpower's prior written approval. Client will not entrust any Assigned Employee with unattended property or valuables, such as cash, negotiable instruments, keys, merchandise and confidential or trade secret information, other than as is strictly required by the job description provided to Manpower. C. Client Benefits. Client will not offer or promise any Assigned Employee compensation or benefits under any Client -provided plan and Client will exclude Assigned Employees from any Client -provided plan whenever possible, d. Drlying. Client will not request or permit any Assigned Employee to use any vehicle, regardless of ownership, In connection with the performance of work for Client, other than as Is clearly required by the job description provided to Manpower. In the event Client permits a Manpower Assigned Employee to drive a vehicle, regardless of ownership, In connection with the performance of work for Client, Client accepts full responsibility for the equipment, cargo and any claims (other than direct claims for Worker's Compensation) arising from the use of such vehicle by the Manpower Assigned Employee, notwithstanding Section 6(a). Client will maintain Automobile Liability insurance with limits of at least $1,000,000/$2,000,000 Bodily Injury and $1,000,000 Property Damage per occurrence, e. Provision of Equipment Supplies and Training. Client shall provide Assigned Employees with all equipment, facilities and supplies reasonably necessary for them to perform their duties hereunder. Client shall train Assigned Employees with regard to all Client policies and procedures that may be adopted or Implemented from time to time which, in Client's judgment, will enable Assigned Employees to successfully perform their specific job duties. R2.11.09 f, Notification of Complaints and Incidents, Client agrees to immediately inform Manpower of all formal and informal complaints, allegations, accidents, or Incidents relating to any Assigned Employee's misconduct or workplace safety violation of which the Client becomes aware, regardless of the source, including, but not limited to, allegations of sexual harassment, discrimination, violations of the Occupational Safety and Health Act, or threats of violence, To the extent commercially reasonable, Client shall provide a complete and accurate disclosure of all circumstances surrounding such matters, 3. MUTUAL DUTIES a. Regular Review Meetings. Both parties will meet at regularly and mutually acceptable times to discuss the performance of this Agreement. b. Cooperation. The parties agree to cooperate fully and to provide assistance to each other In the investigation and resolution of any complaints, claims, actions or proceedings which may be brought by or Involve any Assigned Employee. The parties agree to Immediately notify each other of any injury or accident occurring while Assigned Employees are performing work for Client and any claim for worker's compensation benefits involving Assigned Employees. c. Safety and OSHA Compliance. Client will provide all Assigned Employees with a safe worksite and will provide Information, training and safety equipment with respect to any hazardous substances or conditions to which Assigned Employees may be exposed at the worksite, whether or not required by law. Without limiting the generality of the foregoing, because Client controls the facilities In which Assigned Employees work, it is agreed that Client is primarily responsible for compliance with the Occupational Safety and Health Act and comparable state laws and regulations thereunder; to the extent those laws apply to Assigned Employees working at Client's facilities. Manpower will, at the request of Client, instruct Its employees on general safety matters in accordance with Information provided to Manpower by Client. d. Confidentiality. Both parties acknowledge that they may receive Information that is proprietary or confidential to the other party or its affiliated companies and their clients. Both parties agree to hold such Information in strict confidence and not to disclose such Information to third parties or to use such Information for any purpose whatsoever other than performing hereunder or as required by law. Manpower will require Assigned Employees to sign an agreement including language consistent with the foregoing, a copy of which Is available upon request. e. Compliance with Law. Manpower shall comply with all applicable national, state and local laws and regulations governing the provision of Staffing Services and Manpower's business generally. Client shall comply with all applicable national, state, and local laws and regulations governing the work product, performance of work by Assigned Employees and the Client's business generally. Manpower will maintain in effect during the term of this Agreement any and all federal, state and/or local licenses and permits that may be required of staffing employers generally, Client will maintain at its expense such licenses and permits as may be required by applicable authorities in order to engage In Client's business, and if Manpower is requested to obtain these types of permits and/or licenses on behalf of Client, the cost thereof will be billed to Client. The parties agree to comply with all applicable data privacy laws. 4. PAYMENT Payment. Client agrees to pay Manpower for its Staffing Services hereunder at the rates set forth on Exhibit A and also agrees to pay any additional costs or fees set forth In this Agreement. Client understands and acknowledges that such rates include payroll burden costs, which represent the allocated share of estimated Employer Obligations, Manpower will Invoice Client weekly at the address set forth above. Payment will be dueupon receipt of invoice, A 1.5% finance charge will be applied to any invoices over 30 days, Amounts invoiced for work performed by Assigned Employees will be calculated on the basis of hours shown on Manpower time slips. Time slips will be in either paper or electronic format as determined by Manpower. Client or Client's designated representative will approve Manpower time slips, certifying that the hours shown are correct and authorizing Manpower to bill Client for the hours worked by the named Assigned Employee, If Client or Clients designated representative are unavailable to approve time slips, Manpower is authorized to approve such time slips and such signed time slips will be conclusive as to the number of compensable hours worked by each Assigned Employee for that workweek, provided that Client will have thirty (30) days to contest any inaccuracies in such time slips. Client agrees that it will not request or require that Assigned Employees work any hours not recorded on a time slip. b. Additional Payment Terms. (1) Rate Increases. If Manpower is required to Increase wage and/or payroll burden costs at any time during the term of this Agreement as the direct result of any determination, order or action by any applicable federal, state or local governmental authority including prevailing wage and benefit requirements, or In order to meet Employer Obligations, Client will reimburse Manpower at cost for any such increase or equitable adjustment. (2) Notice of Government Requirements. Client agrees to notify Manpower immediately whenever any Assigned Employee will perform work pursuant to a government contract covered by the Service Contract Act of 1965, the Davis Bacon Act and Related Acts or any applicable federal, state or local governmental requirement and to pay Manpower the price differential or equitable adjustment associated with any wage determinations under such government contract. (3) Payment for Overtime, The pricing provided on Exhibit A does not contemplate non-exempt Assigned Employees (as "non- exempt employee" is defined in the Fair Labor Standards Act or relevant state law) working overtime. if Assigned Employees work more than forty (40) hours In any one work week, Manpower will be paid for the additional hours at a rate of one and one- half times the Assigned Employee's straight -time bill rate. The overtime rate will also apply, when required by a government contract or applicable law or regulation, for work In excess of eight (8) hours in any one day. In jurisdictions in which other overtime or double-time obligations are imposed by statute or regulation, Manpower will bill at the bill rate for overtime that Manpower must pay Its employees. Hours, if any, required to be paid at premium rates will be Included on time slips and approved In accordance with Section 4(a) above. (4) Reimbursement for Expenses. in the event that an Assigned Employee is required to incur business and/or travel expenses, such expenses will be paid by Manpower and reimbursed to Manpower by Client at Manpowers actual cost. (5) Sales Tax. Any sales, use, excise or other such tax levied as a result of performance hereunder will be paid by Client. c. Conversion. In the event Client hires any Assigned Employee as Client's employee, engages any Assigned Employee as an independent contractor, or permits any Assigned Employee to transfer to another entity's payroll in order to perform work for Client or at Client's facilities, Client will pay to Manpower, within thirty (30) days from receipt of invoice, the conversion fee set forth on Exhibit A. 5, TERM AND TERMINATION a. Term. This Agreement will be for a term of three (3) years from the Effective Date of this Agreement and may be renewed upon the mutual agreement of the parties. b. Termination for Convenience, Either party may terminate this Agreement for any reason upon thirty (30) days' written notice to the other party. c. Termination for Cause. Notwithstanding any other provision of this Agreement, either party may terminate this Agreement immediately in the event the other party declares or becomes bankrupt or insolvent, dissolves or discontinues operations, or falls to make any payments within the time periods specified In this Agreement. d. Effect of Termination. Upon termination of this Agreement, Manpower will promptly provide an invoice to Client for all fees incurred by Client under this Agreement. Client will pay all amounts set forth on the invoice within thirty (30) days of receipt. 6. INDEMNIFICATION AND LIMITATION OF LIABILITY a. To the extent permitted by law, Manpower agrees to defend, Indemnify and hold Client and Its parent, subsidiaries, directors, officers, agents, representatives and employees harmless of and from any and all claims, losses and liabilities to the extent caused by the negligence, gross negligence, recklessness or willful misconduct of Manpower or Manpower's officers, employees or authorized agents or by Manpower's breach of this Agreement. b. To the extent permitted by law, Client agrees to defend, indemnify and hold Manpower and its parent, subsidiaries, directors, officers, agents, representatives and employees ("Manpower Indemnitees") harmless against any and all claims, losses, liabilities, expenses, taxes and penalties, to the extent caused by the negligence, gross negligence, recklessness or willful misconduct of Client or Client's officers, employees or authorized agents or by Client's breach of this Agreement and further agrees, notwithstanding any Indemnification obligation under subsection (a) above, to defend, indemnify and hold any Manpower Indemnitee harmless against any and all claims, losses and liabilities, including any Incidental, consequential, exemplary, special or punitive damages, including lost profit, regardless of how characterized, that arise from (1) infringement of any intellectual property right, except with respect to any Intellectual property owned and independently developed by Manpower, (2) the acts or omissions of any Assigned Employee taken at Client's direction or Client's failure to supervise Assigned Employees In accordance with its obligations under Section 2(a), or (3) use of any vehicle, regardless of ownership, by any Assigned Employee. c. UNLESS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY SHALL BE LIABLE FOR OR REQUIRED TO INDEMNIFY THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, REGARDLESS OF HOW CHARACTERIZED AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARISE FROM THE PERFORMANCE OF THIS AGREEMENT OR iN CONNECTION WITH THIS AGREEMENT, AND REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE). d. The parties agree that this Section 61s the complete agreement between them with respect to any possible indemnification claim, and waive their right to assert any common-law indemnification or contribution claim against the other. The parties each agree to promptly inform the other after its receipt of any claim, demand, or notice for which Indemnification hereunder may be sought, and to cooperate in the investigation and defense of any such claim, demand, or notice, provided, however, that the Indemnitee shall have the right to approve the Indemnitor's selection of counsel, such approval not to be unreasonably withheld. 7. INSURANCE Manpower Insurance. Within a reasonable period of time after the execution of this Agreement, Manpower will deliver to Client copies of certificates of the insurance policies described below. Manpower will maintain all such insurance policies In full force and effect at all times during the performance of this Agreement. (1) Workers' Compensation Insurance with statutory limits and Employer's Liability insurance with limits of at least $500,000 for each accident or disease. (2) Comprehensive General Liability and Property Damage Insurance, including coverage for products and completed operations, with limits of at least $2,000,000 for each occurrence. _ _. (3) Excess Automobile Liability Insurance, covering any non -owned automobiles, with limits of at least $1,000,000 for each occurrence. This coverage shall apply only to Assigned Employees who operate vehicles that are not owned, leased or rented by Client. (4) Umbrella Coverage with limits of at least $20,000,000 per occurrence following the forms of the underlying insurance policies. Insurance of Manpower Subcontractors, Manpower will require all Its secondary vendors to carry, at a minimum, Worker's Compensation Insurance as required by the states in which they operate, Comprehensive General Liability and Property Damage Insurance, and Excess or Umbrella Coverage, In accordance with Manpower's subvendor program requirements. in the event that Client requires Manpower to use a designated subcontractor, Manpower shall not be responsible for any liability, S. ASSIGNMENT OF INTELLECTUAL PROPERTY TO CLIENT a. Any discoveries, inventions, concepts or ideas (including improvements and modifications thereto) made or conceived solely or jointly with others by any Assigned Employee in connection with work to be performed hereunder will be the property of Client as "work made for hire" to the extent provided by sections 101 and 201(b) of the Copyright Act, 17 U.S.C. §§ 101, of seq. To the extent any discovery, invention, concept or idea will be determined not to be a "work made for hire," Manpower hereby assigns, and agrees to assign, to Client, all right, title and interest in such discovery, invention, concept or idea, including the copyright therein. Client will have the right to file and prosecute, at Its own expense, all patent applications, whether U.S, or foreign, on said discoveries, inventions, concepts or ideas. b. At the expense of Client, Manpower will provide to Client or, to the extent of Its ability to do so, require Assigned Employees to provide to Client all documents, information and assistance requested to establish or enforce its rights hereunder. Manpower will require Assigned Employees to sign an agreement Including language consistent with the foregoing, a copy of which is available upon request. 9. MISCELLANEOUS a. Survival of Certain Provisions. Except as expressly set forth herein, those provisions of this Agreement which by their terms extend beyond the termination or non -renewal of this Agreement will remain in full force and effect and survive such termination or non - renewal. b. Severability. Each provision of this Agreement will be considered severable such that if any one provision or clause conflicts with or may not be given full effect because of existing or future applicable law, this will not affect any other provision which can be given effect without the conflicting provision or clause. c. Entire Agreement. This Agreement and the Exhibits attached hereto contain the entire understanding between the parties, and supersede all prior agreements and understandings relating to the subject matter hereof. No provision of this Agreement may be amended or waived unless such amendment or waiver is agreed to in writing signed by both parties. Client represents that In executing this Agreement, Client did not rely on any Inducements, promises or representations by Manpower other than the terms specifically set forth in this Agreement. d. Headings. The headings of the Sections of this Agreement are inserted solely for the convenience of reference. The headings will In no way define, limit, extend or aid in the construction of the scope, extent or intent of this Agreement. e. Waiver. The failure of a party to enforce the provisions of this Agreement will not be construed as a waiver of any provision or the right of such party thereafter to enforce any provision of this Agreement. f. Transferability. Neither party may, directly or indirectly, in whole or in part, neither by operation of law or otherwise, assign or transfer this agreement or delegate any of its obligations under this agreement without the other party's prior written consent. Any attempted assignment, transfer or delegation without such prior written consent will be void and unenforceable. Notwithstanding the foregoing, Manpower, or Its permitted successive assignees or transferees, may assign or transfer this agreement or delegate any rights or obligations hereunder without consent: (1) to any.entity controlled by, or under common control with, Manpower, or Its permitted successive assignees or transferees; or (2) In connection with a merger, reorganization, transfer, sale of assets or product lines, or change of control or ownership of Manpower, or Its permitted successive assignees or transferees. Without limiting the foregoing, this agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns. g. Subcontracting and Service by Franchises. Manpower may subcontract any of its obligations hereunder to secondary vendors. Manpower franchises may perform a part of Manpower's obligations hereunder. h. Ambiguities and Advice. The rule of construction that ambiguities in an agreement are to be construed against the drafter will not be invoked or applied in any dispute regarding the meaning or Interpretation of any provision of this Agreement. Client acknowledges that Manpower does not provide legal or tax advice. i. Counterparts, The parties may execute this Agreement in any number of duplicate originals, each of which constitutes an original, and all of which, collectively, constitute only one agreement The signature of all the parties need not appear on the same counterpart, and delivery of an executed counterpart signature page is as effective as executing and delivering this Agreement in the presence of the other parties to this Agreement. J. Independent Contractor. Nothing contained In this Agreement will be construed to create the relationship of principal and agent, or employer and employee, between Manpower and Client. FEXk;isvr A PAGE _ k. Notices. Any notice or other communication will be deemed to be properly given only when sent via the United States Postal Service or a nationally recognized courier, addressed as shown on the first page of this Agreement and, in the case of Manpower, sent to the attention of Its Corporate Law Department. I. Force Maleure. Neither party will be responsible for failure or delay in performance hereunder if the failure or delay Is due to labor disputes, strikes (including but not limited to strikes of Client and/or Manpower), fire, riot, war, terrorism, pandemic, acts of God or any other causes beyond the control of the non -performing party. m. Choice of Law and Venue. This, Agreement will be governed In all respects, including validity, construction, interpretation and effect by the laws of the State of Indiana, without regard to its conflicts of law principles. The parties hereto consent to the Jurisdiction of any state or federal court in Indiana for the resolution of any dispute arising from this Agreement. IN WITNESS WHEREOF, this Agreement has been duly executed by authorized signatories of Manpower and Client on the dates set forth below. CiTY OF RiCHMOND Signature Printed Name Title Date MANPO ER RICHM ND Signature Michael D, Allen Printed Name President Title March 16 2020 Date Manpower' 1. JOB DESCRIPTIONS AND LOCATIONS* 2. EXHIBIT A v? Casual Labor Job Classifications To be provided by Client 50 North 514 Street Richmond, IN 47374 If the parties decide to change the scope of the Agreement by, for example, adding or deleting jobs or locations, they must execute an amendment to this Agreement reflecting the Intended change. Manpower reserves the right not to provide an Assigned Employee or candidate for any reason. RATES* EFFECTIVE DATE: MARCH 16, 2020 i1 C) L The above Rates are comprised In part of the following costs associated with Wanpo&r's Employer Obligations and are subject to Section 4(b)(1) of the Agreement: FICA, FUTA, SUTA, and Workers Compensation statutory minimums, 3. ADDITIONAL BACKGROUND CHECKS AND TESTING .7-5 15 Criminal Record Check National Background Check No Charge Authorization to Work In the Verify Assigned Employee Is authorized to work in the No Charge US us, 1-9 completion and E-Verify Drug Screen Oral Stat No Char 4. CONVERSION FEES a. Conversion During. this Agreement. Manpower requests a minimum of 520 hours worked on Manpower payroll before consideration of hiring. If the City of Richmond chooses to hire an employee prior to the 520 hours worked, a placement fee will be Issued at the rate of $2.00 per hour on the hours not worked. 5. b. Conversion upon Termination of this Agreement. If Client terminates the agreement and converts any assigned employees to another vendor, Manpower will receive a one-time placement fee In the amount of $1000,00, for each assigned employee. C. Direct Hire Placement Fees. Client agrees to pay a fee if Client hires or retains a direct hire candidate, In any capacity, referred by Manpower within one (1) year after that candidate was presented to Client, regardless of whether Client learned of or could have learned of the candidate through other means. As follows Is the fee payable, which Is a fixed percentage of Compensation* paid by Client: Below $40,000 15% $40,000 - $59,999 15% $60,000 - $79,999 15% $80,000 and above ............ 15% *Compensation Includes base gross salary, gross compan5auurl 'u, bt;:1v1u=, M.., vvayoa, U­­­. commission earnings, to be made to the candidate during the first twelve (12) months of employment, The Client cancels an assignment without providing twenty-four (24) hours notice prior to the Amount equal to the bill rate commencement of the assignment. for 4 hours of work performed, L R2.11.09 6. GUARANTEE FOR STAFFING SERVICES In the event that Manpower removes an Assigned Employee pursuant to Section 1(d), Client will be relieved of the obligation to pay for the first four (4) hours of work performed by that Assigned Employee. 7. GUARANTEE FOR PERMANENT PLACEMENTSERVICES Except for a Cllent-initiated reduction In workforce, elimination of the position or insufficient work for candidate, if a candidate hired by Client Is no longer employed by Client ninety (90) days after candidate's start date with Client, and provided that Client has paid all invoices associated with such candidate, Manpower will, on a one-time basis, use its best efforts to replace the candidate at no additional cost. Nothing herein shall entitle Client to a refund of any fee paid to Manpower,