R97-030RESOLUTION NO. R97-,.~
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF BOYNTON BEACH, FLORIDA, AUTHORIZING
AND DIRECTING THE MAYOR AND CITY CLERK TO
EXECUTE AN AGREEMENT BETWEEN THE CITY OF
BOYNTON BEACH AND AEROTEK DATA SERVICES
GROUP, PROVIDING FOR TEMPORARY
EMPLOYMENT OF COMPUTER PERSONNEL ON A
PROJECT BY PROJECT BASIS; AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS, the City staff is currently making a conversion over from the
AS/400 computer system to the city-wide network, and the Information Technology
Services Department (ITS) is currently under-staffed; and
WHEREAS, Aerotek Data Services Group is in the business of providing
temporary personnel to customers with staffing needs;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
Section 1. The City Commission, upon recommendation of staff, hereby
authorizes and directs the Mayor and City Clerk to execute a Services Agreement
between the City of Boynton Beach and Aerotek Data Services Group, providing for
temporary employment of computer personnel on a project by project basis.
Section 2. That this Resolution shall become effective immediately upon
passage.
PASSED AND ADOPTED this .
ATTEST:
Cit~Clerk
'..0~ ~ ro,~,
:~--
Ae ~gr
day of February, 1997.
CITY OF BOYNTON BEACH, FLORIDA
Mayor
Vice/J~yo~
~ ~ommission~r
Commissioner
~ Gommission~r
SER VICES AGREEMENT
THIS SERVICES AGREEMENT ("Agreement") is made this 18th of February, 1997, by and between
AEROTEK DATA SERVICES GROUP, a Maryland corporation ("AEROTEK"), and City of Boynton Beach,
("Client").
BA CKGR 0 UND
AEROTEK is engaged in the temporary staffing services business providing temporary personnel
to customers with staffing needs.
Client desires to engage AEROTEK to provide temporary staffing services and AEROTEK desires
to be engaged by Client, all on the terms and conditions of this Agreement.
As used herein, the term "Contract Employee" means a person temporarily placed with the Client
pursuant to this Agreement.
NOW, THEREFORE, in consideration of the premises and mutual promises contained herein, the parties
agree as follows:
TERM: This Agreement shall commence on the date this Agreement is executed by all parties,
and continue for an initial term of one (1) year, and shall continue thereafter [on a month-to-month
basis] unless earlier terminated as provided herein. This Agreement may be terminated by either
party upon thirty (30) days prior written notice.
CONTR2CTEMPLOYEES: AEROTEK shall provide to Client one or more Contract Employees
as requested by Client from time to time, which Contract Employees shall provide services under
Client's management and supervision. AEROTEK will provide to Client Contract Employees in
the areas of network support or support for the IBM AS/400 for a rate not to exceed $45.00 per
hour straight time rate. The overtime rate will be 1.5% the straight time rate. Unless otherwise
agreed by the parties, this Agreement shall apply to additional Contract Employees provided by
AEROTEK as requested by Client hereunder from time to time at a rate agreed to in writing by
both parties. Such agreed upon terms shall become a part of this Agreement, as amended.
INDEPENDENT CONTRACT EMPLOYEE STATUS: With respect to the services provided by
AEROTEK, AEROTEK shall bc an independent contractor. AEROTEK shall be responsible for
providing any salary or other benefits to such Contract Employees; will make all appropriate tax,
social security, Medicare and other withholding deductions and payments; and will make all
appropriate unemployment tax payments. AEROTEK Employees (Contract Employees) shall not
be entitled to thc benefits provided to Client Employees.
INVOICES: AEROTEK shall submit weekly invoices to Client for services rendered by Contract
Employee(s) for the number of hours worked by Contract Employee(s) the previous week.
Overtime will be billed at the rates agreed upon by Client,or as otherwise agreed in writing by both
parties, for hours worked by Contract Employee(s) in excess of forty (40) hours per week, or as
otherwise required by law. For weeks that have a National Holiday, overtime rates shall be billed
for hours worked in excess of thirty-two (32) hours per week. The number of hours billed by
AEROTEK shall be supported by a time card approved by an authorized representative of Client.
Invoices submitted by AEROTEK to Client are presumed to be accurate and fully payable on the
Aerotek Services Agreement flrooffusem/djs/offiead&erv/ce~.agr
terms contained therein unless disputed by Client within five (5) business days of Client's receipt
of the invoice.
PAYMENT; DEFAULT: Payment in full for invoices shall be due within thirty (30) days from
invoice date, at AEROTEK's corporate office located at 6835 Deerpath Road, Baltimore,
Maryland 21227, Attn.: Accounts Receivable. Invoices that are more than seven (7) days past due
are subject to a late charge of one percent (1%) per month on the amount of the past due balance.
Late charges shall be calculated using the U.S. Method, therefore interest will not be compounded
on the past due balance. If the Client's account is past due and AEROTEK has notified Client
verbally or in writing of the past~due balance, AEROTEK may, without advance notice,
immediately cease providing any and all further Contract EmpIoyee services without any liability
to Client for interruption of pending work.
EXPENSES: Client shall reimburse AEROTEK for all ordinary, necessary, and reasonable travel
~xpenses incurred by Contract Employee(s) while performing services on behalf of Client that
require Contract Employee to travel away fi'om Client's primary job site.
COLLECTION: If the Client's account, after default, is referred to an attorney or collection
agency for collection, Client shall pay all of AEROTEK's expenses incurred in such collection
efforts including, but not limited to, court costs and reasonable attorneys' fees.
8. RESTRICTIVE-COVENANT CONVERSION/RIGHT TO HIRE.
8.1
Restrictive Covenant-Conversion: AEROTEK is not an employment agency. Its services are
provided at great expense to AEROTEK. In consideration thereof, during the term of this
Agreement and for the one hundred eighty (180) day period immediately following the period
for which a Contract Employee last performed services for the Client under this Agreement,
Client shall not, directly or indirectly, for itself, or on behalf of any other person, firm,
corporation or other entity, whether as principal, agent, employee, stockholder, partner,
member, officer, director, sole proprietor, or otherwise, solicit, participate in or promote the
solicitation of such Contract Employee to leave the employ of AEROTEK, or hire or engage
such Contract Employee. If any Contract Employee provided by AEROTEK to Client is hired
by Client, either directly or indirectly, within one hundred eighty (180) days of that Contract
Employee's last day of work at Client through AEROTEK, the Client will pay AEROTEK, as
liquidated damages, an amount equal to 30% of the Contract Employee's first year salary,
including guaranteed bonuses, with Client.
Notwithstanding, the above paragraph in Section 8.1 if Contract Employee has completed a
minimum of six (6) continuous months of service at Client for AEROTEK, any fees or
damages specified herein shall be waived.
8.2
Submittals - Right To Hire: Resumes submitted to Client are confidential and for Client use
only. Client agrees that AEROTEK is representative of all candidates for which resumes are
submitted to Client by AEROTEK in response to Client rexluests. Accordingly, Client agrees
that if any candidate submitted to Client by AEROTEK is hired either directly or indirectly by
Client within one hundred eighty (180) days of receipt of thc resume, Client agrees to pay to
AEROTEK as liquidated damages an amount equal to 30% of the Contract Employee's first
year annual salary, including guaranteed bonuses.
CONTRACT EMPLOYEE PERFORMANCE: Within five(5) business days from any Contract
Employee(s) starting date, Client shall review the Contract Employee(s) performance and decide
Aerotek Services Agreement ~o~v~,~.~
10.
11.
12.
13.
14.
whether to continue the engagement of such Contract Employee. If Client is dissatisfied with the
performance of the Contract Employee, and Client wishes to terminate its engagement with such
Contract Employee, Client must notify AEROTEK within the initial five (5) days period,
specifying the reasons for its dissatisfaction, and Client .shall not be required to pay for the hours
worked by that Contract Employee during the initial five. (5) days period, provided its reasons for
termination are bona fide in AEROTEK's reasonable judgment. If Client becomes dissatisfied
with the performance of a Contract Employee after the initial five (5) days period, Client may
terminate the engagement of that Contract Employee upon written notice to AEROTEK, but Client
shall pay for all hours worked by the terminated Contract Employee from the first hour of work up
to and including the date of termination.
LIMITATION OF LIABILITY: AEROTEK does not warrant or guarantee that the Contract
Employee(s) placed pursuant to this Agreement will produce any particular result or any solution
to Client's particular needs. Because AEROTEK is providing supplemental staffing services only,
and Client is directing and supervising the Contract Employees who render these services,
AEROTEK shall not be liable (i) for any claims, costs, expenses, damages, obligations or losses
arising from or in connection with the acts or omission of any Contract Employee, including, but
not limited to, work on engineering or design concepts or calculations or related drawings,
software programs, designs or documentation, or (ii) for any indirect, special or consequential
damages (including, but not limited to, loss of profits, interest, earnings or use) whether arising in
contract, tort or otherwise. Client shall indemnify AEROTEK and hold it harmless against and
from any such claims made or brought by third parties.
CLIENT PROPERTY:
11.1
Work Product: All work product of every kind performed by any Contract Employee on
behalf of Client shall be the sole and exclusive property of Client.
11.2
Confidentiality: AEROTEK recognizes that while performing its duties under this
Agreement, AEROTEK and its Contract Employees may be granted access to certain
proprietary and confidential information regarding Client's business, customers, and
employees. AEROTEK agrees to keep such information confidential and the obligations of
this paragraph will survive the termination of this Agreement. This paragraph does not apply
to information that was previously known or information that is available in the public
domain.
TIME RECORDS: An AEROTEK time-card ~ Client time-card shall be the official
time record for purposes of payment under Sections 4 and 5 herein. (Client initial one).
PURCHASE ORDERS: Payment of AEROTEK invoices shall shall not ~ be
dependent upon a Client generated purchase order. (Client initial one). If a purchase order is
required pursuant to this Section, Client shall deliver to AEROTEK a written purchase order within
( ) days/hours of the fn'st Contract Employee start date identified on Exhibit.4.
NOTICES:
14.1
Manner: Any notice or other communication ("Notice") required or permitted under this
Agreement shall be in writing and either delivered personally or sent by facsimile, overnight
delivery, express mail, or certified or registered mail, postage prepaid, remm receipt
requested.
Aerotek Services Agreement
15.
14.2
14.3
14.4
15.1
15.2
15.3
15.4
15.5
15.6
Addressee: A Notice shall be addressed, in the case of AEROTEK, to J. Scott Siler at 1301
North Congress Avenue, Suite 300, Boynton Beach, FL 33426; or, in the case of Client, to
Dale Sugerman, at 100 E. Boynton Beach Boulevard, P.O. Box 310, Boynton Beach, Florida
33425-03 I0. If sent by facsimile, a Notice shall be sent to AEROTEK at (561) 369-4150 or to
Client at ( 561 ) 375-6090.
Delivery.: A Notice delivered personally shall be deemed given only if acknowledged in
writing by the person to whom it is given. A Notice sent by facsimile shall be deemed given
when transmitted, provided that the sender obtains written conf'n-mation that the transmission
was sent. A Notice sent by overnight delivery or express mail shall be deemed given twenty-
four (24) hours after having been sent. A Notice that is sent by certified mail or registered
mail shall be deemed given forty-eight (48) hours after it is mailed. If any time period in this
Agreement commences upon the delivery of Notice to any one or more parties, the time
period shall commence only when all of the required Notices have been deemed given.
Changes: Either party may designate, by Notice to the other, substitute addresses, addresses
or facsimile numbers for Notices, and thereafter, Notices are to be directed to those substitute
addresses, or facsimile numbers.
MISCELLANEOUS:
Governing law: The laws of the State of Florida shall govern the validity and construction of
this Agreement and any dispute arising out of or relating to this Agreement, without regard to
the principles of conflict of laws. Venue shall be Palm Beach County, Florida.
Severability: A ruling by any court that one or more of the provisions contained in this
Agreement is invalid, illegal or unenforceable in any respect shall not affect any other
provision of this Agreement so long as the economic or legal substance of the ~xansactious
contemplated hereby is not affected in any manner materially adverse to any party. Thereafter,
this Agreement shall be construed as if the invalid, illegal, or unenforceable provision had
been amended as originally contemplated by this Agreement to the greatest extent possible.
Counterparts: This Agreement may be executed simultaneously in two or more counterparts,
each of which shall be deemed an original. In that event, in providing this Agreement it shall
not be necessary to produce or account for the counterpart signed by the party against whom
the proof is being presented.
Headings: The section and subsection headings have been included for convenience only, are
not part of this Agreement and shall not be taken as an interpretation of any provision of this
Agreement.
Binding Effect: This Agreement shall be binding upon and shall inure to the benefit of the
parties and their respective heirs, legatees, personal representatives and other legal
representatives, successors and permitted assigns. Except as otherwise specifically provided,
this Agreement is not intended and shall not be construed to confer upon or to give any person
other than the parties any rights or remedies.
Amendments And Modifications: Except for modifications pursuant to Section 2 herein, this
Agreement may be amended, waived, changed, modified or discharged only by an agreement
in writing signed by all of the parties.
Aerotek Services Agreement
15.7
15.8
15.9
15.10
15.11
15.12
Entire Agreement: This Agreement constitutes the entire agreement between the parties, and
there are no representations, warranties, covenants or obligations except as set forth in this
Agreement. This Agreement supersedes all prior and contemporaneous agreements,
understandings, negotiations and discussions, written or oral, of the parties, relating to any
transaction contemplated by this Agreement.
Waiver: Failure to insist upon strict compliance with any of the terms, covenants or
conditions of this Agreement shall not be deemed a waiver of that term, covenant or condition
or of any other term, covenant or condition of this Agreement. Any waiver or relinquishment
of any right or power hereunder at any one or more times shall not be deemed a waiver or
relinquishment of that right or power at any other time.
Remedies Cumulative: The remedies set forth in this Agreement are cumulative and are in
addition to any other remedies allowed at law or in equity. Resort to one form of remedy shall
not constitute a waiver of alternate remedies.
WAIVER OF RIGHT TO JURY TRIAL: BY EXECUTING THIS AGREEMENT, THE
PARTIES KNOWINGLY AND WILLINCiLY WAIVE. ANY RIGHT THEY HAVE UNDER
APPLICABLE LAW TO A TRIAL BY JURY IN ANY DISPUTE ARISING OUT OF OR IN
ANY WAY RELATED TO THIS AGREEMENT OR THE ISSUES RAISED BY THAT
DISPUTE.
Background: The Background is a part of this Agreement.
Assignment: No party shall transfer or assign any or all of its rights or interests under this
Agreement--or delegate any of its obligations without the prior written consent of the other
party.
Aerotek Services Agreement