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HomeMy Public PortalAbout055-2015 - Sanitary - ManPower - Temporary Position -Heavy Equipment OperatorManpower STANDARD SERVICES AGREEMENT ORIGINAL 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 the City of Richmond Sanitation Department, an Indiana company with its principal office located at 50 North r Street, Richmond, IN 47374 ('Client'), 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 le day, of April, 2015 ('Effective Date"). 1. DUTIES OF MANPOWER 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 Menpowers 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 CACA"); mace 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. Screwing. Manpower will screen the Assigned Employees based on the specific checks and tests set forth in Exhibit A. The cost of which will be bided as indicated in table to 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 shall be Manpowees sole obligation to Client and Client's exclusive remedy with respect to any nonconformity or deficiency in services, work product or deliverables furnished to Client. e. Em2lovee 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 conxnencing his or her assignment. Client will not make material changes in any Assigned Employee's job duties or risks without Manpowees 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 ErrWloyes compensation or benefits under any Client -provided plan and Client will exclude Assigned Employees from any Client -provided plan whenever possible. d. Driving. 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 dearly 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 Workers 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 oocunfenoe. e. Provision of Eguioment. Supplies and Trainirro. Client shall provide Assigned Employees with all equipment, facilities and supplies reasonably necessary for them to perform their duties hereunder. Client shad 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 suaoessfuly perform their specific job duties. Contract #55-2015 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 Ow Occupational Safety and Health Ad, 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. Coopeaft. 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 workaite, whether or not required by law. Without limiting the generally 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 elate laws and regulations thereunder, to the extent those taws 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. Confidentift. 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 infommition 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 campy 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 Pawngpt. 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 Clients 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 Asserted Employee. If Client or Client's 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 Asserted 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. (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) mice of Government Reguirements. Client agrees to notify Manpower immediately whenever any Assigned Employee will perform work pursuant to a goverment contract covered by the Service Contract Act of 1965, the Davis Bacon Act and Related Ads 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 goverment 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 (6) 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 raft for overtime that Manpower must pay its employees. Flours, 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 Manpower's 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 wig pay to Manpower, within thirty (30) days from receipt of invoice, the conversion fee set forth on Exhibit A. 5. TERM AND TERMINATION a. I=. This Agreement will be for a term of three (3) years from the Effective Data 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 fails 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 UABIUTY 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 wftl misconduct of Manpower or Menpowees officers, employees or authorized agents or by Manpower's breach of this Agreement. 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 Indemnihresl 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 oftioers, 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 Indemnites 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. G UNLESS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY SHALL BE LIABLE FOR OR REQUIRED TO INDEMNIFY THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTULL, 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 6 is 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 shag have the right to approve the indmmnitor's selection of counsel, such approval not to be unreasonably withheld. 7. INSURANCE a. Manpower Insurance. Within a reasonable period of time after the execution of this Agreement, Manpower will deliver to Client copies of oertificaDes of the insurance policies described below. Manpower will maintain all such insurance policies in fug 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 limb 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. b. Insurance of MenpMr 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 subvemdor 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 'worts made for hire' to the extent provided by sections 101 and 201(b) of the Copyright Ad, 17 U.S.C. S§ 101, at 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, tide 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 inducting 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. Severabil . 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 oonfliding 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. Hesdinge. The headings of the Sections of this Agreement are inserted solely for the convenience of reference. The headings *11 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. Traesferabilitvr. 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 partys 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 assignses 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 F ng� fees. 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. Indanendent 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. k. N. 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 fast page of this Agreement and, in the case of Manpower, sent to the attention of Its Corporate Law Department. I. Force Maieure. 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, ads 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. 11. COMPLIANCE WITH INDIANA E-VERIFY PROGRAM REQUIREMENTS r.Pursuant to Indiana Code 22-5-1.7, Contractor is required to enroll in and verify the work eligbility status of all newly hired employees of the contractor through the Indiana E-Verify program. Contractor is not rggAtrdd to verify the work eligibility status of all newly hired employees of the contractor through the Indiana E-Verify program it 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 unauthor- ized 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 (39)ddays after the City notifies the Contractor of the violation. If the Contractor fails to remedy the violation within the fhirty (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 damaggs:. 12. IRAN INVESTMENT ACTIVITIES .Pursuant to Indiana Code (IC) 5-22-16.5, Contractor certifies that Contractor is not engaged in investment activities in Iran. Ih 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`irhich toerespondet6 thi .�writtenlznotiee:acinrthe vettent Contractor f�315:Go 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 the thisscertification is no longer valid and said determination is not refuted by Contractor in the manner set forth in IC5-22-16.5, 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. 13. PROHIBITION AGAINST DISCRIMINATION 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 _race,rreligion, color, sex, disaD111ty, national originouraancestry. B. Pursuant to Indiana Code 5-16-6-1, the Contractor agrees: 1. That in the hiring of employees for the performance of work under this Agreement of any subcontract hereunder, Contractor, any sub- contractor, 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 of 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 origina or ancestry; 3. That there may be deductdd from the amount payable to Contractor by the City under this Agreement, a penalty of five dollars ($55.00) for each person for each calendar day during which such person discriminated against or intimidated in violation of the provisions of the Agreement; and 4. That this Agreement may be�cancdled or terminated by the City andall 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. 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 Sankation Department (`CLIENT' _�' /__X nted Name Title Date Michael DAllen Printed Name Pit Title Airil 16, 2015 Date Manpower EXHIBIT A 1. JOB DESCRIPTIONS AND LOCATIONS' Job Titre I Job Descirlptim Location Heavy Equipment Operator I As assigned by Client Richmond Sanity n the parties aecae to change the scope of the Agreement Dy, for w ample, adding or deleting jobs or locations, they must Marto an amendment to this Agreement reflecting the intended change. Manpower reserves the right not to provide an Assigned Employee or candidate for any reason. 2. RATES' EFFECTIVE DATE; APRIL 16.2015 he above Rates are comprised in part of the following costs associated with Manpower's Employer Obligations and are subject to Section 4(b)(1) of the Agreement: FICA, FUTA, SUTA, and Worker's Compensation statutory minimums. 3. ADDITIONAL BACKGROUND CHECKS AND TESTING 5. Check or Teat Requirements, H Any Cost Criminal Record Check National Background Check No Charge Drug Screen UDP $35.00 Manpower requests a minimum of 640 hours worked on Manpower payroll before consideration of hiring. If the City of Richmond Sanitation Department chooses to hire an employee prior to the 640 hours worked, a placement fee will be issued at the rate of $2.00 per hour on the hours not worked. b= = l 1 "1,7-1 =. i l WK—ji Manpower will receive a flat, one-time placement fee in the amount of $1000.00 for the Assigned Employee. 1 11.-- ll a•�=.� Client agrees to pay a fee N Client hires or retains a direct hire candidate, in any capacity, referred by Manpower within one (1) year after that carididate was presented to Client, regardless of whether Client learned of or could have learned of the candidate through other means. As follows is the tee payable, which Is a flood percentage of Compensation' paid by Client. Annuallaed Con Fes Percofto Below $40,000 15% $40 000 - $69,999 15% $60 000 - $79 9W 15% $80 000 and above 15°A 'Compensation includes base gross salary, gross compensation for services, fees, wages, guaranteed and/or anticipated bonus and c ommiesion eamkW, to be made to the candidate during the first twelve (12) months of employment. ADDITIONAL FEES Fes The Client cancels an assignment without providing twenty-four (24) hours notice prior to the Amount equal to the bill rate asmmencernent of the assignment. for 4 hours of work Performed. 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. GUARANTEE FOR PERMANENT PLACEMENTSERVICES Except for a Client -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 alter candidate's start date with Client, and provided that Client has pail all invoices associated with such candidate, Manpower will, on a one-tene 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.