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HomeMy WebLinkAboutTranshire Personnel Services :l (Jot? - ~? 09/ l/t)&& C 7F PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH, FLORIDA AND TRANSHIRE FOR TEMPORARY PERSONNEL SERVICES THIS AGREEMENT made and entered into this i/ t/, day of ~~ ' 2006, by and between the CITY OF MIAMI BEACH, FLORIDA (hereinafter referred 0 as City), a municipal corporation, having its principal offices at 1700 Convention Center Drive, Miami Beach, Florida, 33139, and TRANSHIRE, (hereinafter referred to as Contractor), a Florida corporation, whose address is 3601 W. Commercial Boulevard, Suite #12, Fort Lauderdale, Florida 33309. SECTION 1 DEFINITIONS Agreement: This Agreement between the City and Contractor. City Manager: The Chief Administrative Officer of the City. Contractor: For the purposes of this Agreement, Contractor shall be deemed to be an independent Contractor, and not an agent or employee of the City. Services: All services, work and actions by the Contractor performed pursuant to or undertaken under this Agreement, as described in Section 2 and Exhibit "A" hereto. Fee: Amount paid to the Contractor to cover the costs of the Services. Risk Manager: The Risk Manager of the City, with offices at 1700 Convention Center Drive, Third Floor, Miami Beach, Florida 33139, telephone number (305) 673-7000, Ext. 6435, and fax number (305) 673- 7023. 1 SECTION 2 SCOPE OF SERVICES 2.1 GENERAL The City of Miami Beach is entering into this Agreement for Temporary Personnel Services, on an "as needed basis", as set forth in Request for Proposals No. 37-04/05, together with all amendments thereto (the RFP) , and Contractor's Proposal in response thereto, attached as Exhibit "A" hereto (the Services). Temporary personnel are needed to cover for regular City employees who are on vacation or leave of absence; to temporarily fill vacancies until they are permanently filled; and to work on special projects. 2.2 MIAMI BEACH ONE-STOP CAREER CENTER Contractor hereby agrees to work with the Miami Beach One-Stop Career Center to recruit potential employees. 2.3 SCREENING, INTERVIEWING, TESTING AND TRAINING Contractor will be responsible for screening, interviewing, testing and training of temporary personnel, to include: - In depth interview that includes job preferences, experience, goals, interest, attitudes, motivation and other work-related attributes. - Job-related tests to include typing and communication skills. - Background checks, to include drug testing, criminal checks, and credit history (for positions that may require the handling of City funds), all to be performed at the same level of stringency the City uses for screening its own employees for hire. - Verification that its employees are not convicted sex offenders. - Training employees on the City's Service Excellence Program. SECTION 3 COMPENSATION 3.1 FEE Contractor shall be compensated for the Services, as set forth in Section 2 and Exhibit "A", based on the temporary personnel services provided, as needed, by the City. The hourly rates set forth in this Agreement shall remain fixed and firm for the duration of the Agreement, subject to negotiation based on Consumer Price Index- Urban Areas (CPI-U) or City Living Wage Ordinance (as same may be amended) rate increases. 2 3.2 COMPLIANCE WITH CITY'S LIVING WAGE LAW Pursuant to Section 2-408 of the Miami Beach City Code, as same may be amended from time to time, Contractor shall be required to pay all employees who provide services pursuant to this Agreement, a living wage of no less than $8.56 an hour plus at least $1.25 an hour towards health benefits for a total minimum value of $9.81 an hour, or a living wage of no less than $9.81 an hour without health benefits. Contractor's failure to comply with this provision shall be deemed a material breach under this Agreement, under which the City may, at its sole option, immediately terminate the Agreement, and may further subject Contractor to additional penalties and fines, as provided in the City's Living Wage Ordinance, as may be amended. The most recent copy of the City's Living Wage Ordinance is attached as Exhibit B hereto; notwithstanding the preceding, it shall be Contractor's sole responsibility and obligation to familiarize itself with the Living Wage Law, as well as any subsequent amendments thereto. 3.3 TEMPORARY TO PERMANENT In the event that that the City employs a temporary employee, no damage fees, or other fees of any kind (temporary to permanent charge), shall be assessed by the Contractor. 3.4 INVOICING Contractor is required to furnish the following information on its invoices for temporary personnel supplied to the City: - Purchase Order number issued by the City's Procurement Division - Department and location within the City of temporary services provided - Full name of individual performing the service - Job classification - Number of hours worked, by date All invoices are subject to verification, approval, and processing by the City department requesting the temporary personnel. 3.3 METHOD OF PAYMENT Payments shall be made for Services satisfactorily rendered within thirty (30) days of the date of invoice, in a manner satisfactory to, and as approved and received by, the City. Contractor shall provide invoices in duplicate to the manager or department head of the City department utilizing the temporary personnel for which the invoices are for. With a copy to: City of Miami Beach Accounts Payable Department 1700 Convention Center Drive, 3rd Floor Miami Beach, FL 33139 3 SECTION 4 GENERAL PROVISIONS 4.1 RESPONSIBILITY OF THE CONTRACTOR With respect to the performance of the Services, the Contractor shall exercise that degree of skill, care, efficiency and diligence normally exercised by recognized professionals with respect to the performance of comparable Services. In its performance of the Services, the Contractor shall comply with all applicable laws, ordinances, and regulations of the City, Miami-Dade County, State of Florida, and Federal Government. 4.2 PUBLIC ENTITY CRIMES A State of Florida Form PUR 7068, Sworn Statement under Section 287.133(3)(a) Florida Statute on Public Entity Crimes shall be filed with the City's Procurement Division, prior to commencement of the Services herein. 4.3 DURATION AND EXTENT OF AGREEMENT The term of this Agreement shall be for an initial term of two (2) years commencing on the last date of execution of the Agreement by the parties hereto. At its sole discretion, the City may renew this Agreement upon the same terms and conditions, for up to two (2) additional one (1) year renewal options, upon thirty (30) days written notice to Contractor (such notice to be provided prior to the end of the initial term or a renewal term, as the case may be). 4.4 TIME OF COMPLETION The Services to be rendered by the Contractor shall commence upon receipt of a Purchase Order from the City, subsequent to the execution of the Agreement. The Services shall be ongoing for the term of the Agreement, on an as needed basis, per Request for Proposals (RFP) No. 37-04/05, together with all amendments thereto, and Contractor's response to the RFP. 4.5 INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City of Miami Beach and its officers, employees and agents, from and against any and all actions, claims, liabilities, losses, and expenses, including, but not limited to, attorneys' fees, for personal, economic or bodily injury, wrongful death, loss of or damage to property, at law or in equity, which may arise or be alleged to have arisen from the negligent acts, errors, omissions or other wrongful conduct of the Contractor, its employees, agents, sub-contractors, or any other person or entity acting under Contractor's control, in connection with the Contractor's performance of the Services pursuant to this Agreement; and to that extent, the Contractor shall pay all such claims and losses and 4 shall pay all such costs and judgments which may issue from any lawsuit arising from such claims and losses, and shall pay all costs and attorneys' fees expended by the City in the defense of such claims and losses, including appeals. The parties agree that one percent (1 %) of the total compensation to the Contractor for performance of the Services under this Agreement is the specific consideration from the City to the Contractor for the Contractor's Indemnity Agreement. The Contractor's obligation under this Subsection shall not include the obligation to indemnify the City of Miami Beach and its officers, employees and agents, from and against any actions or claims which arise or are alleged to have arisen from negligent acts or omissions or other wrongful conduct of the City and its officers, employees and agents. The parties each agree to give the other party prompt notice of any claim coming to its knowledge that in any way directly or indirectly affects the other party. 4.6 TERMINATION, SUSPENSION AND SANCTIONS 4.6.1 Termination for Cause If the Contractor shall fail to fulfill in a timely manner, or otherwise violate any of the covenants, agreements, or stipulations material to this Agreement, the City shall thereupon have the right to terminate this Agreement for cause. Prior to exercising its option to terminate for cause, the City shall notify the Contractor of its violation of the particular terms of this Agreement and shall grant Contractor ten (10) days to cure such default. If such default remains uncured after ten (10) days, the City, upon thirty (30) days' notice to Contractor, may terminate this Agreement and the City shall be fully discharged from any and all liabilities, duties and terms arising out of/or by virtue of this Agreement. Notwithstanding the above, the Contractor shall not be relieved of liability to the City for damages sustained by the City by any breach of the Agreement by the Contractor. The City, at its sole option and discretion, shall additionally be entitled to bring any and all legal/equitable actions that it deems to be in its best interest in order to enforce the City's right and remedies against the defaulting party. The City shall be entitled to recover all costs of such actions, including reasonable attorneys' fees. To the extent allowed by law, the defaulting party waives its right to jury trial and its right to bring permissive counter claims against the City in any such action. 4.6.2 Termination for Convenience of City NOTWITHSTANDING SECTION 4.6.1, THE CITY MAY ALSO, FOR ITS CONVENIENCE AND WITHOUT CAUSE, TERMINATE AT ANY TIME DURING THE TERM HEREOF BY GIVING WRITTEN NOTICE TO CONTRACTOR OF SUCH TERMINATION, WHICH SHALL BECOME EFFECTIVE THIRTY (30) DAYS FOLLOWING RECEIPT BY THE CONTRACTOR OF THE WRITTEN TERMINATION NOTICE. IN THAT EVENT, ALL FINISHED OR UNFINISHED DOCUMENTS AND OTHER MATERIALS, AS DESCRIBED IN SECTION 2 AND IN REQUEST FOR 5 PROPOSALS NO. 37-04/05, TOGETHER WITH ALL AMENDMENTS THERETO, AND CONTRACTOR'S PROPOSAL RESPONSE, ATTACHED HERETO, SHALL BE PROPERLY ASSEMBLED AND DELIVERED TO THE CITY AT CONTRACTOR'S SOLE COST AND EXPENSE. IF THE AGREEMENT IS TERMINATED BY THE CITY AS PROVIDED IN THIS SUBSECTION, CONTRACTOR SHALL BE PAID FOR ANY SERVICES SATISFACTORILY PERFORMED, AS DETERMINED BY THE CITY AT ITS DISCRETION, UP TO THE DATE OF TERMINATION. PROVIDED, HOWEVER, THAT AS A CONDITION PRECEDENT TO SUCH PAYMENT, CONTRACTOR SHALL DELIVER ANY AND ALL DOCUMENTS, MATERIALS, ETC, TO CITY, AS REQUIRED HEREIN. 4.6.3 Termination for Insolvency The City also reserves the right to terminate the Agreement in the event the Contractor is placed either in voluntary or involuntary bankruptcy or makes an assignment for the benefit of creditors. In such event, the right and obligations for the parties shall be the same as provided for in Section 4.6.2. 4.6.4 Sanctions for Noncompliance with Nondiscrimination Provisions In the event of the Contractor's noncompliance with the nondiscrimination provisions of this Agreement, the City shall impose such sanctions as the City, Miami- Dade County, and / or the State of Florida, as applicable, may determine to be appropriate, including but not limited to, withholding of payments to the Contractor under the Agreement until the Contractor complies and/or cancellation, termination or suspension of the Agreement. In the event the City cancels or terminates the Agreement pursuant to this Subsection the rights and obligations of the parties shall be the same as provided in Section 4.6.2. 4.7 CHANGES AND ADDITIONS Changes and additions to the Agreement shall be directed by a written amendment signed by the duly authorized representatives of the City and Contractor. No alteration, change, or modification of the terms of this Agreement shall be valid unless amended in writing, signed by both parties hereto, and approved by the City. 4.8 AUDIT The City reserves the right to perform audit investigations of the Contractor's payroll, and any other records, of employees assigned to the City. The City's audit rights shall include, without limitation, ascertaining Contractor's Compliance with the City's Living Wage Law. Contractor shall maintain any and all records necessary to document compliance with the provisions of this Agreement, and shall make available to the City, upon request; such records for audit and examination relating to all matters covered by this Agreement. 6 4.9 INSURANCE REQUIREMENTS Contractor shall obtain, provide and maintain during the term of the Agreement the following types and amounts of insurance which shall be maintained with insurers licensed to sell insurance in the State of Florida and have a B+ VI or higher rating in the latest edition of AM Best's Insurance Guide. (Any exceptions to these requirements must be approved by the City's Risk Management Department prior to implementation of same): - Commercial General Liability: A policy including, but not limited to, comprehensive general liability including bodily injury, personal injury, property damage in the amount of a combined single limit of not less than $1,000,000. Coverage shall be provided on an occurrence basis. The City of Miami Beach must be named as certificate holder and additional insured on policy. - Worker's Compensation: A policy of Worker's Compensation and Employers Liability Insurance in accordance with State worker's compensation laws as required per Florida Statutes. Said policies of insurance shall be primary to and contributing with any other insurance maintained by the Contractor or City, and shall name the City and the officers, agents and employees of said organizations as additional insured under this Agreement. Policies cannot be canceled without thirty (30) days prior written notice to the City. The Contractor shall file and maintain certificates of all insurance policies with the City's Risk Management Department showing said policies to be in full force and effect at all times during the course of the Agreement. No work shall be done by Contractor during any period when it is not covered by insurance as herein required. Such insurance shall be obtained from brokers or carriers authorized to transact insurance business in Florida and satisfactory to City. Evidence of such insurance shall be submitted to and approved by City prior to commencement of any work or services under the proposed Agreement. If any of the required insurance coverages contain aggregate limits, or apply to other operations of the Contractor outside the proposed Agreement, Contractor shall give City prompt written notice of any incident, occurrence, claim settlement or judgment against such insurance which may diminish the protection such insurance affords the City. The Contractor shall further take immediate steps to restore such aggregate limits or shall provide other insurance protection for such aggregate limits. 7 4.9.1 Failure to Procure Insurance Contractor's failure to procure or maintain required insurance program shall constitute a material breach of Agreement under which City may, at its sole option, immediately terminate the Agreement. 4.10 ASSIGNMENT, TRANSFER OR SUBCONTRACTING The Contractor shall not subcontract, assign, or transfer any work under this Agreement in whole or in part, without the prior written consent of the City. 4.11 SUB-CONTRACTORS The Contractor shall be liable for the Contractor's services, responsibilities and liabilities under this Agreement and the services, responsibilities and liabilities of any and all sub-contractors, and any other person or entity acting under the direction or control of the Contractor. When the term "Contractor" is used in this Agreement, it shall be deemed to include any sub-contractors and any other person or entity acting under the direction or control of Contractor. 4.12 EQUAL EMPLOYMENT OPPORTUNITY In connection with the performance of this Agreement, the Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, ancestry, sex, age, and national origin, place of birth, marital status, physical handicap, or sexual orientation. The Contractor shall take affirmative action to ensure that applicants are employed and that employees are treated during their employment without regard to their race, color, religion, ancestry, sex, age, and national origin, place of birth, marital status, disability, or sexual orientation. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or termination; recruitment or recruitment advertising; layoff or termination; rates of pay, or other forms of compensation; and selection for training, including apprenticeship. 4.13 CONFLICT OF INTEREST The Contractor agrees to adhere to and be governed by the Metropolitan Miami-Dade County Conflict of Interest Ordinance (No. 72-82), as amended; and by the City of Miami Beach Charter and Code, which are incorporated by reference herein as if fully set forth herein, in connection with the Agreement conditions hereunder. The Contractor covenants that it presently has no interest and shall not acquire any interest, direct or indirectly which should conflict in any manner or degree with the performance of the Services. The Contractor further covenants that in the performance of this Agreement, no person having any such interest shall knowingly 8 are employed by the Contractor. No member of or delegate to the Congress of the United States shall be admitted to any share or part of this Agreement or to any benefits arising therefrom. 4.14 PATENT RIGHTS; COPYRIGHTS; CONFIDENTIAL FINDINGS Any patentable result arising out of this Agreement, as well as all information, specifications, processes, data and findings, shall be made available to the City for public use. No reports, other documents, articles or devices produced in whole or in part under this Agreement shall be the subject of any application for copyright or patent by or on behalf of the Contractor or its employees or sub-contractors, without the prior written consent of the City. 4.15 NOTICES All notices and communications in writing required or permitted hereunder may be delivered personally to the representatives of the Contractor and the City listed below or may be mailed by registered mail, postage prepaid (or airmailed if addressed to an address outside of the city of dispatch). Until changed by notice in writing, all such notices and communications shall be addressed as follows: TO CONTRACTOR: TransHire Attn: Yvonne Rasbach, President 3601 W. Commercial Blvd., Suite #12 Fort Lauderdale, Florida 33309 (954) 484-5401 TO CITY: City of Miami Beach Attn: Mayra Buttacavoli Director, Human Resources and Risk Management 1700 Convention Center Drive Miami Beach, Florida 33139 (305) 673-7520 Notices hereunder shall be effective: If delivered personally, on delivery; if mailed to an address in the city of dispatch, on the day following the date mailed; and if mailed to an address outside the city of dispatch on the seventh day following the date mailed. 9 4.16 LITIGATION JURISDICTIONNENUE This Agreement shall be enforceable in Miami-Dade County, Florida, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for the enforcement of same shall lie in Miami-Dade County, Florida. BY ENTERING INTO THIS AGREEMENT, THE CONTRACTOR AND CITY EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO, OR ARISING OUT OF, THIS AGREEMENT. 4.17 ENTIRETY OF AGREEMENT This Agreement, Request for Proposals (RFP) No. 37-04/05, together with all amendments thereto, and Contractor's response to the RFP, shall embody the entire Agreement and understanding between the parties hereto, and there are no other agreements and understandings, oral or written with reference to the subject matter hereof that are not merged herein and superceded hereby. Request for Proposals No. 37-04/05, together with all amendments thereto, and Contractor's Proposal response are hereby incorporated by reference into this Agreement as Exhibit "A" hereto. 4.18 LIMITATION OF CITY'S LIABILITY The City desires to enter into this Agreement only if in so doing the City can place a limit on the City's liability for any cause of action for money damages due to an alleged breach by the City of this Agreement, so that its liability for any such breach never exceeds the sum of $1,000. Contractor hereby expresses its willingness to enter into this Agreement with Contractor recovery from the City for any damage action for breach of contract to be limited to a maximum amount of $1 ,000. Accordingly, and notwithstanding any other term or condition of this Agreement, Contractor hereby agrees that the City shall not be liable to the Contractor for damages in an amount in excess of $1 ,000 for any action or claim for breach of contract arising out of the performance or non-performance of any obligations imposed upon the City by this Agreement. Nothing contained in this paragraph or elsewhere in this Agreement is in any way intended to be a waiver of the limitation placed upon the City's liability as set forth in Section 768.28, Florida Statutes. 10 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their appropriate officials, as of the date first entered above. FOR CITY: By: 1~(f ~~ City Clerk ROb8rt{arCh7 ~ 2Y 0' Date ( I CITY OF MIAMI BEACH, FLORIDA 7 J I , I Date ATTEST: FOR CONTRACTOR: TRANSHIRE / ~I/ ATTEST: Cl---.~~ ~ t7 f:::;;jS: ~ Print Name ij-/v-oy Date V-/Y~t; Date Attachments: Exhibit "A" -Request for Proposals No. 37-04/05, Addendum NO.1 thereto, and Contractor's response to the Proposal. Exhibit "B" - City of Miami Beach Living Wage Ordinance No. 2001-3301 and Ordinance No. 2003-3408. APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION 11 L.J.- ) -iJ C . Date