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R-1490 - 09/08/2015 - PERSONNEL - Resolutions Supporting Documents ITEM#61.2. ©F aAlf PGA 49,9 v O �} � � `YT a US M, 100 fit` C u 11, AGENDA ITEM Regular Board of Trustees Meeting of September &,2015 i SUBJECT: Temporary Employee Master Agreement FROM: Kate Andris, Human Resource Generalist Jim Fox,Information Technology Director BUDGET SOURCE./BUDGET IMPACT: Varies by department. RECOMMENDED MOTION: I move that the Village Board of Trustees approve a Temporary Employee Master Agreement with Robert Half, Inc. within the guidelines of the budget and not to exceed cost of$24,000. Backaround/Ilistor- Over the past year,the Village has hired two temporary staff members to assist in Finance and IT departments. The Village has had a positive experience working with these individuals accomplishing many tasks while not assuming the liability (pension, insurance and other benefits) of a permanent employee. It appears this is a business practice which will continue to be utilized by the Village, thus we felt it necessary to establish a standard agreement which best represents our interests and mitigates our risk. In addition,Robert Half has a proven track record with us and a good working relationship with our staff. They are also in line with market pricing which was obtained in order to ensure we received competitive rates. i The standard agreement is attached for your consideration. We are requesting the authority to put this agreement in place and utilize the services of Robert Half, Inc. staff within the guidelines of the budget and not to exceed $24,000. Recommendation: That the Village Board of Trustees approve Resolution#R-1490, approving and authorizing a Temporary Employee Master Agreement with Robert Half, Inc. in the amount of$24,000. RESOLUTION 2015-PL-TEMP-R-1490 A RESOLUTION APPROVING THE WAIVER OF COMPETITIVE BIDDING AND AUTHORIZING THE PURCHASE OF TEMPORARY OFFICE SERVICES FROM ROBERT HALF INTERNATIONAL, INC. WHEREAS, to control its labor costs, the Village uses temporary staffing firms to provide the Village with personnel to assist with various office and administrative tasks ("Services'j; and WHEREAS, Robert Half International, Inc. ("Provider's has been providing the Village with temporary personnel and the Village has been satisfied with the Provider's Services; and WHEREAS, the Village desires to expand the Services provided by the Provider by engaging the Provider to provide additional personnel to the Village ("Additional Services'l; and WHEREAS, to govern the provision of the Additional Services, the Village and the Provider desire to enter into an agreement to govern all of the personnel provide to the Village by the Provider, which agreement is attached hereto as Exhibit A("Agreement"); and WHEREAS, because the Village has a satisfactory relationship with the Provider and putting the Additional Services out to bid will delay the ability of the Village to obtain the needed Additional Services by several months, Village staff has recommended that the Village Board waive competitive bidding for the Additional Services and enter into the Agreement with the Provider; and WHEREAS, the President and Board of Trustees, being fully advised in the premises, have determined that it is in the best interests of the Village and its residents to so waive competitive bidding and to approve the purchase of Additional Services from the Provider; NOW THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF OAK BROOK, DU PAGE AND COOK COUNTIES, ILLINOIS as follows: Section 1: Recitals. The foregoing recitals are hereby incorporated into, and made a part of, this Resolution as the findings of the President and Board of Trustees of the Village of Oak Brook. Section 2: Waiver of Competitive Bidding Requirements. The advertising and bidding requirements for the purchase of the Additional Services shall be, and they are hereby, waived in accordance with Section 1-7-4 of the Village Code. Section 3: Approval of Purchase of the Additional Services. The purchase of the Additional Services from the Provider for a cost not to exceed $24,000.00 shall be, and is hereby, approved. Section 4: Execution of Required Documentation. The Village Manager and the Village Clerk shall be, and are hereby, authorized to execute and attest, on behalf of the Village the Agreement and all documents necessary to complete the purchase pursuant to Section 3 of this Resolution. Section 5: Effective Date. This Resolution shall be in full force and effect from and after its passage by two-thirds of the Trustees and its approval in the manner provided by law. [SIGNATURE PAGE FOLLOWS] Resolution 2015-PL-TEMP-R-1490 Authorizing Purchase of Temporary Office Services Page 2 of 3 APPROVED THIS 8th day of September, 2015. Gopal G. Lalmalani Village President PASSED THIS 8th day of September, 2015. Ayes: Nays: Absent: ATTEST: Charlotte K. Pruss Village Clerk i f 2 #37154311 vl Resolution 2015-PL-TEMP-R-1490 Authorizing Purchase of Temporary Office Services Page 3 of 3 EXHIBIT A 3 #37154311_vl AGREEMENT FOR TEMPORARY PERSONNEL SERVICES THIS AGREEMENT is entered into this I i day of , 2015, by and between THE VILLAGE OF OAK BROOK, an Illinois municipal corporation ("Village"), and ROBERT HALF INTERNATIONAL INC., through its divisions OfficeTeam and Accountemps ("Agency"); collectively referred to as the "Parties." IN CONSIDERATION OF and reliance upon the mutual promises and covenants set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: Section 1. Recitals. A. The Village provides a wide range of municipal services ("Work'). Because the demand for Work fluctuates from time to time, the Village at times lacks sufficient personnel to complete all the Work in the desired time period for doing so. B. The Agency is in the business of providing supplemental staffing needs on a temporary basis ("Services"). Agency's employees are capable of performing activities such as the Work, and its employees are qualified and have experience sufficient to do the Work. C. In order to supplement the Village's staffing needs from time-to-time when Work demands are heaviest, the Village seeks to utilize Agency's Services of providing temporary personnel who can assist the Village in performing the Work. D. The Parties desire to enter into this Agreement to have Agency provide Services to the Village on an as-needed basis to perform Work as directed by the Village, all as more fully set forth in this Agreement. Section 2. Retaining Agency. The Village hereby retains Agency as independent contractor to provide the Services to and on behalf of the Village on an as-needed basis. Agency will provide the Services through personnel having the qualifications requested by the Village (the "Service Personnel'). The Agency shall be responsible to ensure that each of its employees assigned to the Village to provide the Services satisfies the specified qualifications, experience level, and education level requested by the Village. The Agency shall have the sole authority to assign and/or remove its employees providing the Services, provided, however, that the Village may request, in writing, that the Agency remove or reassign its employees, such request shall not be unreasonably withheld by Agency. The Parties hereto understand and acknowledge that the Agency's Employee shall be subject to the Village's day-to-day supervision and take direction from the supervisor designated by the Village ("Supervisor"). Section 3. Payment for Services. I A. Reserved. B. Invoices and Payment. Hourly bill rates for all positions shall be negotiated by the Parties on a case by case basis. Agency's Service Personnel will submit a time sheet or an electronic time record for the Village's verification and approval at the end of each week. The Village's approval thereby will indicate its acceptance of the terms provided in Agency's letter Approved as to Forma Daft:�4-:0 4' confirming the engagement of that Service Personnel. The Village will be billed weekly for the total hours worked. The Village shall pay the Agency within 30 days after Agency delivers an invoice to the Village detailing the scope of Services covered by such invoice. Legally required overtime (federal law requires in excess of 40 hours a week, state law varies) will be billed at one and one-half (1'/Z) times the normal billing rate. Overtime must be preapproved by the Parties in writing. C. Records. The Agency shall maintain records showing actual time devoted and costs incurred, and shall permit the Village to inspect and audit all data and records of the Agency for Services provided pursuant to this Agreement. The records shall be made available to the Village at reasonable times during the term of this Agreement, and for one year after the termination of this Agreement. D. Claim In Addition To Agreement Amount. 1. The Agency shall provide written notice to the Village of any claim for additional compensation as a result of action taken by the Village, within 15 days after the occurrence of such action. 2. The Agency acknowledges and agrees that: (a) the provision of written notice pursuant to Section 3.D.1 of this Agreement shall not be deemed or interpreted as entitling the Agency to any additional compensation; and (b) any changes in the Agreement Amount shall be valid only upon written amendment pursuant to Section 5.E of this Agreement. E. Additional Services. The Agency acknowledges and agrees that the Village shall not be liable for any costs incurred by the Agency in connection with any services provided by the Agency that are outside the scope of this Agreement ("Additional Services'j, unless such Additional Services are requested in writing or directed by the Village. F. Taxes Benefits and Royalties. Each payment by the Village to the Agency includes all applicable federal, state, and Village taxes of every kind and nature applicable to the Services, as well as all taxes, contributions, and premiums for unemployment insurance, old age or retirement benefits, pensions, annuities, or similar benefits, and all costs, royalties, and fees arising from the use on, or the incorporation into, the Services, of patented or copyrighted equipment, materials, supplies, tools, appliances, devices, processes, or inventions. All claims or rights to claim additional compensation by reason of the payment of any such tax, contribution, premium, cost, royalty, or fee are hereby waived and released by the Agency. Section 4. Obligations of the Agency. A. Agreement Amount. The Agency shall be solely responsible for compensating the Service Personnel. The Agency shall timely pay the wages and related payroll taxes of the Service Personnel from the Agency's own account in accordance with applicable federal and Illinois law and the Agency's standard payroll practices. The Agency shall be responsible for withholding from such wages all applicable taxes and other deductions elected by the Service Personnel. The Agency shall timely forward all deductions to the appropriate recipient as required by law. B. Workers' Compensation. To the extent required by applicable law, the Agency shall maintain and administer workers' compensation, safety and health programs. The Agency compensation coverage shall maintain in effect during the term of this Agreement workers' covering all Service Personnel and timely complete and file all required workers' compensation forms and reports. C. Employee Benefits. The Agency shall be responsible for providing any employee benefits provided to Service Personnel and acknowledges and agrees the Village shall not have any obligation to provide any Service Personnel with any employment benefits or offer participation in any employee benefit plan to any Service Personnel. D. Maintenance and Retention of Payroll and Benefit Records. The Agency shall maintain complete records of all wages and benefits paid and personnel actions taken by the Agency in connection with the Service Personnel, shall retain control of such records and make such records available as required by applicable federal, state or local laws and to the Village at the Village's reasonable request. Section 5. Guarantee; Warrantv; Indemnification. A. Guarantee of Satisfaction. If, for any reason, the Village is not satisfied with the Service Personnel assigned to perform the Work by the Agency during the first 10 hours of a Service Personnel's assignment to the Village, the Village may request that the Service Personnel be reassigned and the Agency will not charge the Village any fees for the first 10 hours of Service provided by the applicable Service Personnel. Unless the Village contacts Agency before the end of the guarantee period, the Village agrees that Agency's Service Personnel assigned is satisfactory for purposes of this guarantee. B. Warranty. The Agency warrants that the Services shall be performed in accordance with the highest standards of professional practice, care, and diligence practiced by recognized firms in performing services of a similar nature in existence during the term of this Agreement. The warranty expressed shall be in addition to any other warranties expressed in this Agreement, or expressed or implied by law, which are hereby reserved unto the Village. C. Indemnification. The Agency shall, without regard to the availability or unavailability of any insurance, either of the Village or the Agency, indemnify and save harmless the Village, and its officials, employees, agents, and attorneys against any and all lawsuits, claims, demands, damages, liabilities, losses, and expenses, including attorneys' fees and administrative expenses, that arise, or may be alleged to have arisen, out of or in connection with, the Agency's performance of, or failure to perform, the Services or any part thereof, except to the extent caused by the sole negligence of the Village. Notwithstanding anything to the contrary in this Agreement, Agency shall not be liable for, or have any duty of indemnification with respect to any acts or omissions of the Village. Notwithstanding anything to the contrary in this Agreement, Agency's maximum aggregate liability under this Agreement shall not exceed $2,000,000. Section 6. Termination of Agreement. Notwithstanding any other provision hereof, the Village may terminate this Agreement at any time, in its sole discretion, by providing notice to the Agency. In the event that this Agreement is so terminated, the Agency shall be paid for Services actually performed, if any, prior to termination. Section 7. Insurance. The Agency acknowledges and agrees that the Agency shall, and has a duty to, maintain adequate insurance, in an amount, and in a form and from companies, acceptable to the Village. The Agency's maintenance of adequate insurance shall not be construed in any way as a limitation on the Agency's liability for losses or damages under this Agreement. Section 5. General Conditions. A. Term. This Agreement will be in effect for one year from and after the date first stated above, unless sooner terminated by either: (i) the mutual written agreement of the Parties; or (ii) the Village pursuant to Section 6 of this Agreement. Any renewal or extension of this Agreement must be in writing and signed by all the parties. B. Independent Contractor Relationship. Agency and its Service Personnel are not, and will not be deemed, employees of the Village, but the Agency is an independent contractor subject to the terms of this Agreement, and the Service Personnel are employees of the Agency. C. Conflicts of Interest. The Agency represents and certifies that, to the best of its knowledge: (1) no Village employee or agent is interested in the business of the Agency or this Agreement; (2) as of the date of this Agreement, neither the Agency nor any person employed or associated with the Agency has any interest that would conflict in any manner or degree with the performance of the obligations under this Agreement; and (3) neither the Agency nor any person employed by or associated with the Agency shall at any time during the term of this Agreement obtain or acquire any interest that would conflict in any manner or degree with the performance of the obligations under this Agreement. D. No Collusion. The Agency represents and certifies that the Agency is not barred from contracting with a unit of state or local government as a result of (1) a delinquency in the payment of any tax administered by the Illinois Department of Revenue unless the Agency is contesting, in accordance with the procedures established by the appropriate revenue act, its liability for the tax or the amount of the tax, as set forth in Section 11-42.1-1 et seq. of the Illinois Municipal Code, 65 ILCS 5/11-42.1-1 et seq.; or (2) a violation of either Section 33E-3 or Section 33E-4 of Article 33E of the Criminal Code of 1961, 720 ILCS 5/33E-1 et seq. If at any time it shall be found that the Agency has, in procuring this Agreement, colluded with any other person, firm, or corporation, then the Agency shall be liable to the Village for all loss or damage that the Village may suffer, and this Agreement shall, at the Village's option, be null and void. E. Amendments and Modifications. No amendment or modification to this Agreement will be effective unless and until it is reduced to writing and approved and executed by all Parties to this Agreement in accordance with all applicable statutory procedures. F. Binding Effect. The terms of this Agreement bind and inure to the benefit of the Parties and their agents, successors, and assigns. G. Notices. All notices required or permitted to be given under this Agreement must be in writing and are deemed received by the addressee thereof (i) when delivered in i person on a business day at the address set forth below; or (ii) on the third business day after being deposited in any main or branch United States post office, for delivery at the address set forth below by properly addressed, postage prepaid, certified or registered mail, return receipt requested. Notices and communications to the Agency shall be addressed to, and delivered at, the following address: Robert Half International Inc. 2 Mid America Plaza, Suite 1000 Oakbrook Terrace, IL 60181 Attn: Regional Manager With a copy to: Robert Half International Inc. Attention: Client Contracts Department 2613 Camino Ramon San Ramon, CA 94583 Notice and communications to the Village shall be addressed to, and delivered at, the following address: Village of Oak Brook 1200 Oak Brook Road Oak Brook, Illinois 60523 Attention: Village Manager By notice complying with the requirements of this Section, the Parties may change the address or addressee or both for all future notices to it, but no notice of a change of address or addressee is effective until actually received. H. Third Party Beneficiary. No claim as a third party beneficiary under this Agreement by any individual, firm, or corporation may be made or be valid against either the Village or the Agency. I. Severability. If any term, covenant, condition, or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions is intended to remain in full force and effect and not otherwise be affected, impaired, or invalid. J. Time. Time is of the essence in the performance of this Agreement. K. Entire Agreement and Waiver. This Agreement constitutes the entire agreement between the Parties and supersedes any and all previous or contemporaneous oral or written agreements and negotiations between the Parties with respect to the Services. No waiver of any provision of this Agreement will be deemed to be, or constitute a, continuing waiver unless otherwise expressly provided in this Agreement. L. Enforcement. Either party may bring an action to specifically enforce the provisions of this Agreement. M. Exhibits. Reserved. N. Compliance with Laws. Agency and its Service Personnel shall provide the Services in accordance with all applicable federal, State, and local laws, ordinances, codes, and regulations. M. Additional Terms. 1. The Village will not permit or require an Agency Service Personnel: (i) to perform services outside of the scope of his or her assignment; (ii) to sign contracts or statements; (iii) to sign, endorse, wire, transport or otherwise convey cash, securities, checks or any negotiable instruments or valuables; (iv) to perform services remotely (e.g., on premises other than the Village's or the Village's customer's premises), or to use computers or other electronic devices, software or network equipment owned or licensed by the Agency Service Personnel; (v) to operate machinery (other than office machines) or automotive equipment; or (vi) to make any management decisions. Since Agency is not a professional accounting firm, the Village agrees not to permit or require Agency Service Personnel: (a) to render an opinion on behalf of Agency or on the Village's behalf regarding financial statements; (b) to sign the name of Agency on any document; or (c) to sign their own names on financial statements or tax returns. 2. Agency usually checks references only by asking specific questions to select past employers with regard to skills and work history before Agency places an individual on his or her first assignment. Agency does not engage in any verification process other than these reference checks (e.g., Agency does not screen for drug use, administer a medical exam or conduct a criminal background or credit check.). Upon request, Agency will provide the Village all reasonable and necessary information about any prospective Service Personnel it plans to provide to the Village so that the Village can conduct a criminal background check on such Service Personnel. 3. In the event the Village wishes to hire as Village employee any of Agency's Service Personnel, The Village agrees to pay a conversion fee in accordance with this Section. The conversion fee will equal a percentage of the Service Personnel's aggregate annual compensation, including bonuses: Hours Billed and Paid Conversion Rate 0 - 240 hours 25% 241 - 360 hours 20% 361 -480 hours 15% 481 -600 hours 10% 601+ 720 hours 8% More than 720 hours 5% The conversion fee is payable if the Village hires the Service Personnel, regardless of the job classification, on either a full-time, temporary (including temporary assignments through another agency) or consulting basis within twelve months after the last day of the assignment. The same calculation will be used if the Village converts Agency's Service Personnel on a part-time basis using the full-time equivalent salary; however, the conversion fee will not be less than $1,000. The conversion fee, plus an administrative fee, will be owed and invoiced upon the Village's hiring of Agency's Service Personnel professional, and payment is due upon receipt of this invoice. This Section shall survive the termination of this Agreement. i I [SIGNATURE PAGE FOLLOWS] i IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed on or before the date first above. ATTEST: VILLAGE; OF OAK BROOK i c i By; By: Its: Village Clerk Its: Village Manager ATTEST: ROBERT HALF INTERNATIONAL INC, eoe B y, BY' G w' Its: ��d��Iz ���< Its: ./Sriffa"Y—F lipj"'ee"w- I { i i I I