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HomeMy WebLinkAbout2016-0830 Special Meeting Agenda Packet   BOARD OF DIRECTORS  Meeting Agenda    TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1  100 MUNICIPAL DRIVE  TROPHY CLUB, TEXAS 76262  August 30, 2016 6:00 p.m.  Svore Municipal Boardroom  SPECIAL SESSION   CALL TO ORDER AND ANNOUNCE A QUORUM   CITIZEN COMMENTS  This is an opportunity for citizens to address the Board on any matter whether or not it is posted on the  agenda. The Board is not permitted to take action on or discuss any presentations made to the Board  at this time concerning an item not listed on the agenda. The Board will hear presentations on specific  agenda items prior to the Board addressing those items. You may speak up to three (3) minutes or the  time limit determined by the President or presiding officer.    SPECIAL SESSION  1. Consider and take appropriate action regarding open positions:  a. General Manager  b. Administration Manager   attachments:  Aerotek CTC Agreement      Agreement for Interim Administration Manager Services          Agreement for Interim General Manager Services   2. Consider and take appropriate action regarding interim organizational reporting and roles of Officers  and Directors.   3. Consider and take appropriate action regarding Fire Department operations:  a. Standard Operating Procedures  b. Interlocal Cooperation Agreement for Administration of Fire Protections Services    ADJOURN   CERTIFICATION   THE STATE OF TEXAS §   COUNTIES OF DENTON AND TARRANT §   THIS NOTICE CERTIFIES THAT BY 6:00 P.M. ON AUGUST 26, 2016 A COPY OF THE ABOVE AGENDA OF  TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1, BOARD OF DIRECTORS SPECIAL MEETING TO BE HELD  ON TUESDAY, AUGUST 30, 2016 AT 6:00 P.M., WAS POSTED ON THE FRONT WINDOW OF TROPHY CLUB  MUNICIPAL UTILITY DISTRICT NO. 1, ADMINISTRATION BUILDING LOCATED AT 100 MUNICIPAL DRIVE,  TROPHY CLUB, TEXAS, WHICH IS A PLACE CONVENIENT TO THE PUBLIC AND WITHIN THE BOUNDARIES OF  THE DISTRICT AND NOTIFICATION WAS POSTED TO THE DISTRICT WEBSITE, IN ACCORDANCE WITH  SECTION 49.063 OF THE WATER CODE AND SECTION 551.054 OF THE TEXAS GOVERNMENT CODE, AS  AMENDED.      Laurie Slaght, District Secretary                Trophy Club Municipal Utility District No. 1 1 of 14 August 30, 2016 - Special Meeting Agenda Packet AEROTEK, INC. v4_05/13/2016_ Sick 7301 Parkway Drive Hanover, MD 21076 Page 1 of 5 SERVICES AGREEMENT THIS SERVICES AGREEMENT (“Agreement”) is made this day of , 2016, by and between AEROTEK, INC., a Maryland corporation, (“AEROTEK”), and (“Client”). BACKGROUND AEROTEK is engaged in the supplemental staffing services business providing contract personnel to customers with staffing needs. Client desires to engage AEROTEK to provide supplemental 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 an AEROTEK employee 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: 1. 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. 2. CONTRACT EMPLOYEES: 2.1. SERVICES: AEROTEK shall provide to Client one or more Contract Employees as requested by Client from time to time. Such Contract Employees shall provide services under Client’s management and supervision at a facility or in an environment controlled by Client. Attached hereto as Exhibit A, is a list of the names of the Contract Employee(s) to be placed initially with Client, standard and overtime hourly billing rates for each Contract Employee, and the starting date for each Contract Employee. 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. Should Client request additional services subsequent to the execution of this Agreement, and such services are not listed on Exhibit A attached hereto, or should either Client or AEROTEK request changes to hourly billing rates or other terms for any Contract Employee working under the terms of this Agreement, any such additions or changes will be mutually agreed to in writing by both parties. Such agreed upon terms shall become a part of this Agreement, as amended. 2.2. DUTIES: It shall be the Client’s responsibility to control, manage and supervise the work of the Contract Employees assigned to Client pursuant to this Agreement. The Contract Employees shall perform only the duties and functions of the specific jobs set forth opposite the Contract Employee’s name on Exhibit A or on the job description attached to this Agreement. In no event shall any Contract Employee be assigned or permitted to perform any other duties or functions other than those specified in Exhibit A for Client without the express written consent of AEROTEK. Should Client assign the Contract Employee to perform the duties or functions of a position not listed in Exhibit A or within the job description attached hereto, AEROTEK may, in its sole and absolute discretion, deem this Agreement breached by Client and take whatever action it deems necessary or appropriate. In this event, Client shall be liable to AEROTEK, and indemnify AEROTEK for all claims, damages, losses or expenses relating to such breach, as well as all hours worked by the Contract Employees. Client agrees that it will not permit any Contract Employee to (i) handle cash, negotiable instruments or other valuables without AEROTEK’s written consent (and then only under Client’s direct supervision), or (ii) transport or convey money, securities or negotiable instruments for Client (including, but not limited to, delivering bank deposits to a bank or other institution). 3. INDEPENDENT CONTRACTOR STATUS: With respect to the services provided by AEROTEK, AEROTEK shall be an independent contractor. AEROTEK shall provide any salary or other benefits to such Contract Employees; will make all appropriate tax, social security, Medicare and other withholding deductions and payments; will provide worker’s compensation insurance coverage for its Contract Employees; and will make all appropriate unemployment tax payments. 4. TIME RECORDS AND INVOICES: AEROTEK Time and Expense shall be the official time record for purposes of payment herein. 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 listed on Exhibit A, or as otherwise agreed 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 one (1) National or client observed 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 or other time record approved by a representative of the Client. Client is solely responsible for ensuring that information submitted to AEROTEK regarding hours worked by Contract Employee(s) is timely and accurate. Client agrees to pay for any and all hours of Sick Leave, as applicable, that has accrued and is paid to Contract Employee while on assignment at Client. In the event Client or Client’s Representative fails to timely or accurately affirm the hours worked by Contract Employees or provide adequate systems or reporting to account for all hours, Client shall be liable to AEROTEK, and indemnify AEROTEK for all claims, damages, losses or expenses relating to such breach, as well as all hours worked by the Contract Employees. Invoices submitted by AEROTEK to Client are presumed to be accurate and fully payable on the terms contained therein unless disputed by Client within five (5) business days of Client’s receipt of the invoice. 5. PAYMENT DEFAULT: Payment in full for invoices via check or EFT shall be due within fifteen (15) days from invoice date, at AEROTEK, 3689 Collection Ctr. Dr., Chicago, Illinois 60693. 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 or Client has exceeded AEROTEK’s established credit limit, AEROTEK shall notify Client verbally or in writing of such occurrence. Upon such notice, AEROTEK may, without additional notice, immediately cease providing any and all further Contract Employee services without any liability to Client for interruption or stoppage of pending work. In addition, the parties agree that in the ordinary course of business AEROTEK may, in its sole discretion, apply payments made by Client to any outstanding Client invoice, notwithstanding any direction by Client regarding application of the payment. In the event that there are subsidiaries and/or affiliates of Client that are subject to the terms of this Agreement, and those subsidiaries and/or affiliates become delinquent or are unable to pay AEROTEK according to the terms contained herein, Client shall be liable to AEROTEK for payment of any and all outstanding invoices owed by the subsidiaries and/or affiliates. 6. EXPENSES: Client shall reimburse AEROTEK for all ordinary, necessary, and reasonable travel expenses incurred by Contract Employee(s) while performing services on behalf of Client that require Contract Employee to travel away from Client’s primary job site. Client agrees to accept legible copies of receipts (or electronic copies, if billed electronically) as the supporting documentation needed to pay the expense amount on the invoice. Trophy Club Municipal Utility District No. 1 2 of 14 August 30, 2016 - Special Meeting Agenda Packet AEROTEK, INC. v4_05/13/2016_ Sick 7301 Parkway Drive Hanover, MD 21076 Page 2 of 5 7. 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, collection agency fees, court costs and reasonable attorneys’ fees. Notwithstanding the terms of Section 14.10 of this Agreement AEROTEK may institute proceedings to seek a default judgment in any court of competent jurisdiction in the United States. 8. PURCHASE ORDERS: Payment of AEROTEK invoices shall not be dependent upon a Client generated purchase order. If a purchase order is required pursuant to this Section, Client shall deliver to AEROTEK a written purchase order [ days/hours] before the first Contract Employee start date identified on Exhibit A. As stated in Section 14.7 herein, this Agreement and Exhibit A constitute the entire agreement between the parties. If there is any inconsistency or conflicting terms between this Agreement and a client purchase order, this Agreement shall prevail. If a purchase order is required pursuant to this paragraph, failure by Client to deliver said purchase order shall not release Client of its obligations contained in this Agreement. 9. RESTRICTIVE COVENANT: 9.1 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 twelve (12) month 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 engaged by Client to perform services, either directly or indirectly, within twelve (12) months of that Contract Employees 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 bonuses, with Client. 9.2 RESTRICTIVE COVENANT – RIGHT TO HIRE: Notwithstanding, the above Section 9.1, if Contract Employee has completed the minimum assignment duration at Client for AEROTEK, pursuant to Exhibit A, there will be no fee for directly hiring the Contract Employee. 9.3. ACCOUNT STATUS: If Client exercises its right to hire a Contract Employee at a time when Client is in breach of Section 5 of this Agreement or Client’s account is otherwise not current or in good standing, Client agrees to pay the fee of 30% of the Contract Employee’s first year salary, including bonuses with Client, even though the Contract Employee has completed the assignment duration outlined in the attached Exhibit A. 9.4. SUBMITTALS - RIGHT TO HIRE: Resumes submitted to Client are confidential and for Client use only. Client agrees that AEROTEK is the exclusive representative of all candidates for which resumes are submitted to Client by AEROTEK in response to Client requests. Accordingly, Client agrees that if any candidate submitted to Client by AEROTEK is engaged to perform services, either directly or indirectly, by Client within twelve (12) months of receipt of the resume, Client agrees to pay to AEROTEK as liquidated damages an amount equal to 30% of the employee’s first year annual salary, including bonuses. 10. CONTRACT EMPLOYEE PERFORMANCE: Within the initial employment guarantee period as detailed in the attached Exhibit A from any Contract Employee(s) starting date, Client shall review the Contract Employee’s performance and decide whether to continue the engagement of such Contract Employee. If Client is dissatisfied with the performance of the Contract Employee, and Client wishes AEROTEK to terminate its engagement of such Contract Employee, Client must notify AEROTEK within the initial 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 period, provided its reasons for termination are not unlawful and are bona fide in AEROTEK reasonable judgment. If Client becomes dissatisfied with the performance of a Contract Employee after the initial period, Client may request that AEROTEK 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. 11. 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, or perform services in any particular manner. Accordingly, Client acknowledges and agrees that AEROTEK is not responsible for any aspects of the Contract Employees work or the Client’s project, including, without limitation, any deadlines or work product. 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, including any and all costs incurred in connection with such claims. 12. CLIENT PROPERTY: 12.1. 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. 12.2. DAMAGES: AEROTEK does not provide insurance coverage for any real or personal property of Client, including but not limited to machinery, equipment, computers, tools, vehicles or other real or personal property which is owned or leased by client. Accordingly, Client agrees that in the event it supplies, provides or otherwise allows Contract Employees to use or have access to any property of Client, (including but not limited to cell phones, laptop computers, tools, etc.), Client shall be solely responsible for any damage, theft, repair or loss associated with this property, and Client shall indemnify, hold harmless and defend AEROTEK against and from such claims made or brought for any damaged, stolen, or lost property of Client. 12.3. 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. 13. NOTICES: 13.1. MANNER: Any notice or other communication (“Notice”) required or permitted under this Agreement shall be in writing and Trophy Club Municipal Utility District No. 1 3 of 14 August 30, 2016 - Special Meeting Agenda Packet AEROTEK, INC. v4_05/13/2016_ Sick 7301 Parkway Drive Hanover, MD 21076 Page 3 of 5 either delivered personally or sent by facsimile, overnight delivery, express mail, or certified or registered mail, postage prepaid, return receipt requested. 13.2. ADDRESSEE: A Notice shall be addressed, in the case of AEROTEK, to Assistant Controller--Mid-Atlantic Region at: 7301 Parkway Dr. Hanover, MD 21076 or, in the case of Client, to , at . If sent by facsimile, a Notice shall be sent to AEROTEK at (410) 579-3106 or to Client at ( ) - . 13.3. 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 confirmation 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. 13.4. CHANGES: Either party may designate, by Notice to the other, substitute addressees, addresses or facsimile numbers for Notices, and thereafter, Notices are to be directed to those substitute addresses, or facsimile numbers. 14. MISCELLANEOUS: 14.1. GOVERNING LAW: The laws of the State of Maryland 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. 14.2. 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 transactions 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. 14.3. 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. 14.4. 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. 14.5. 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. 14.6. AMENDMENTS AND MODIFICATIONS: Except for modifications to Exhibit A 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. 14.7. ENTIRE AGREEMENT: This Agreement and Exhibit A hereto 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. 14.8. 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. 14.9. 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. 14.10. ARBITRATION: Except as provided in Section 7 of this Agreement, all disputes, controversies or differences arising in connection with the validity, execution, performance, breach, non-renewal or termination of this Agreement shall be finally settled in an arbitration proceeding under the Rules of the American Arbitration Association by three arbitrators in accordance with the Commercial Arbitration Rules then in effect of the American Arbitration Association. Selection of the arbitrators shall be as follows: each party shall appoint one arbitrator within twenty (20) days after the parties have agreed to go to arbitration, and those two arbitrators shall appoint a third arbitrator who shall act as chairman, within a twenty (20) day period thereafter. If the parties fail to appoint the chairman within said period, the parties will apply to the American Arbitration Association for appointment of the third arbitrator. The parties agree to be bound by the findings of the arbitration. Notwithstanding the foregoing, the courts shall have jurisdiction over injunctive or provisional relief pending arbitration. The arbitrators shall not be empowered to award punitive damages to any party. The non-prevailing party to the arbitration shall pay all the prevailing party’s expenses of the arbitration, including reasonable attorneys’ fees and other costs and expenses incurred in connection with the prosecution or defense of such arbitration. 14.11. BACKGROUND SECTION: The Background section above is a part of this Agreement. 14.12. 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; provided, however, that AEROTEK may transfer or assign its rights or interests, or delegate its obligations, under this Agreement to any parent, subsidiary or affiliate without the prior written consent of Client. 14.13. MOTOR VEHICLES: Contract Employee(s) are not authorized to operate a motor vehicle without AEROTEK’s prior written permission. Client shall not request or require Contract Employee(s) to perform tasks which require driving a motor vehicle without AEROTEK expressed written permission. 14.14. COMPLIANCE: Client agrees that it will comply with applicable federal, state, and local laws in connection with the services provided by AEROTEK hereunder, including but not limited to the following: 14.14.1. EQUAL OPPORTUNITY: AEROTEK is an equal opportunity employer and refers Contract Employees regardless of race, sex, color, religion, creed, ancestry, national origin, disability, age, marital status or other protected class status pursuant to applicable law. Client agrees and warrants that it will not reject Contract Employees, or otherwise deem Contract Employees unacceptable, or take any other action for any reason prohibited by Trophy Club Municipal Utility District No. 1 4 of 14 August 30, 2016 - Special Meeting Agenda Packet AEROTEK, INC. v4_05/13/2016_ Sick 7301 Parkway Drive Hanover, MD 21076 Page 4 of 5 federal, state or local laws including, but not limited to, laws pertaining to employment discrimination or employee safety. Client will indemnify and defend AEROTEK with respect to any and all claims that Client took action in violation of federal, state, and/or local laws, including costs of suit, settlement and attorneys’ fees. 14.14.2. GOVERNMENT CONTRACTING – NOTIFICATION AND WAGE DETERMINATION: Client represents and warrants that the services to be provided by Contract Employees are not (i) supporting a contract for the United States, State or Local Government; or (ii) subject to any federal, state, or local prevailing wage determination, including but not limited to, the Service Contract Act of 1965, Davis-Bacon Act, or Walsh-Healey Public Contract Act. Client acknowledges and agrees that Client is responsible for (i) prior notification to AEROTEK of any and all projects that support a contract with the United States, State or Local Government, and (ii) the accuracy of any applicable prevailing wage determinations and flow down provisions. If it is later determined that such services provide by Contract Employees were in support of a United States, State or Local Government contract, Client agrees to indemnify AEROTEK for any claims, costs or fees which (i) AEROTEK may incur from any misclassification related to such determination; and (ii) result from any inaccuracy of the Client provided wage determination including, but not limited to, the failure to notify AEROTEK that the services provided by Contract Employees are or were required to be paid at a prevailing wage. Should Client fail to notify AEROTEK of an applicable prevailing wage or provide accurate wage determinations, AEROTEK reserves the right to bill Client the difference in the rate for all hours worked plus any statutory or regulatory costs associated with such rate difference. Further, AEROTEK will charge a ten percent (10%) fee, as liquidated damages for Client’s failure to notify AEROTEK that a prevailing wage applies, which will be calculated based on the total difference in the rate for all hours worked. 14.14.3. AVIATION REGULATIONS: Client represents that none of the services to be performed by any Contract Employee will be FAA-regulated as a “SAFETY-SENSITIVE FUNCTION”. Client agrees to be solely responsible for making such determination(s), and Client agrees to indemnify AEROTEK and hold AEROTEK harmless for any claims, costs or damages which may result from the Client’s breach of its obligations contained herein. 14.14.4. HEALTH AND SAFETY: Client shall provide a safe, clean work environment that complies with all applicable local, state and federal laws. Client agrees to train, certify, evaluate and orient all Contract Employees in all applicable safety (IIPP), hazardous communication (MSDS information, etc.) and operational instructions in the same manner as Client employees and as required by policy or by law, including but not limited to, all federal OSHA and equivalent state agency requirements, guidelines and standards. Further, Client agrees to notify AEROTEK if any health and safety medical testing or medical surveillance will be required for Contract Employee. Client agrees to notify AEROTEK of any changes in occupational exposures that would require medical testing or medical surveillance. To the extent a Contract Employee is obligated to meet site-specific training requirements in order for Client to comply with applicable site-specific legal requirements, the Client shall provide the Contract Employee with all necessary training before placing the Contract Employee into the work environment and before allowing the Contract Employee to commence the specific assignment. Client shall provide and require all AEROTEK Contract Employees to wear all appropriate safety equipment. Client will notify AEROTEK immediately in the event of an accident or medical treatment of any Contract Employee, and will provide a completed supervisor’s report of injury. AEROTEK may perform, if feasible, an inspection of the workplace to conduct its own hazard assessment or to ensure implementation of the Client’s safety and health obligations. Client agrees to provide the necessary and accurate information to complete this assessment. In the event of an accident or other incident involving a Contract Employee, AEROTEK shall have the right to conduct an onsite investigation. Client shall cooperate with AEROTEK in the conduct of its investigation. Client will be responsible for all OSHA recordkeeping responsibilities required by law in the performance and execution of the terms of this agreement. Client shall indemnify AEROTEK and hold it harmless against and from any claims made or brought as a result of Client’s breach of its obligations contained in this paragraph. 14.14.5. INTERNATIONAL TRAVEL: Contract Employee(s) are not authorized to travel internationally without AEROTEK’s prior written permission. Client shall not request or require Contract Employee(s) to perform tasks which require international travel without AEROTEK’s prior written permission. 14.14.6. OTHER REQUIREMENTS: Client acknowledges and agrees that it shall be responsible for notifying AEROTEK of any other industry-specific law or regulation applicable to the services provided by AEROTEK prior to any AEROTEK employee providing any services. 14.15. ANNUAL INFLATION ADJUSTMENT: Within the first sixty (60) days of every calendar year, AEROTEK reserves the right to adjust established bill rates with Client by up to 3% to cover specific direct cost increases. This bill rate adjustment will include any statutory, employee benefit, or Contract Employee compensation increases. AEROTEK will submit a revised Exhibit A reflecting the bill rate adjustment at the effective date of change to the Client for documentation purposes. If direct cost increases are greater than 3% then AEROTEK will secure a revised Exhibit A with Client documenting the new agreed upon rates. Any rate adjustment will be applicable on a go forward basis only. 14.16. DRUG & BACKGROUND SCREENING: If Client requires AEROTEK to perform certain drug and/or background screenings on its candidate(s) and/or Contract Employee(s), the Exhibit B Addendum should be completed and signed by both Client and Aerotek. These screenings will be performed at Client’s sole expense unless otherwise agreed to in writing by both parties. WE, the undersigned have executed this Agreement the day and year first above written. AEROTEK, INC. By:___________________________________________ Name:________________________________________ Title:_________________________________________ Date: ________________________________________ Client: By:___________________________________________ Name:________________________________________ Title:__________________________________________ Date:_________________________________________ Trophy Club Municipal Utility District No. 1 5 of 14 August 30, 2016 - Special Meeting Agenda Packet AEROTEK, INC. v4_05/13/2016_ Sick 7301 Parkway Drive Hanover, MD 21076 Page 5 of 5 EXHIBIT A Pursuant to the terms and conditions of the Services Agreement (“Agreement”) dated [Enter Services Agreement Date] by and between Aerotek, Inc. (“AEROTEK”) and [Enter Client Name as it appears on Agreement] (“Client”), Client agrees to reimburse AEROTEK in full at the following approved rates: Contract Employee Information Division Client Job Title/Contractor Name Aerotek Job Title Temp to Hire Duration ( Section 9.4) Guarantee Period (Section 10) Standard Billing Rates Straight Time Billing Rate Overtime Billing Rate Double Time Billing Rate Additional Billing Rates AGREED AND ACCEPTED: Client : AEROTEK, INC. By: By: (Signature) (Signature) (Name/Title) (Name/Title) (Date) (Date) Trophy Club Municipal Utility District No. 1 6 of 14 August 30, 2016 - Special Meeting Agenda Packet Date: August 18, 2016 Agreement for Interim Administration Manager Services By and Between Strategic Government Resources and Trophy Club Municipal Utility District No. 1 Trophy Club Municipal Utility District No. 1 Strategic Government Resources Kevin Carr, President Cyndy Brown, Managing Director of Recruitment kcarr@tcmud.org CyndyBrown@GovenrmentResource.com (“TCMUD”) (“SGR”) Scope of Services. Trophy Club Municipal Utility District No. 1, (referred to as "TCMUD") seeks an Interim Administration Manager to perform related duties for TCMUD. Strategic Government Resources (referred to as "SGR") will provide a highly experienced local government professional to serve as Interim Administration Manager for TCMUD. Recommended Candidate. SGR and TCMUD will work together to determine a final candidate for consideration. Should TCMUD wish to consider an alternate candidate, SGR can provide other experienced local government professionals for TCMUD to interview. In addition, if at any time during the assignment, TCMUD wishes to have another candidate provided to serve as Interim Administration Manager, SGR will produce additional experienced local government professionals to fill the Administration Manager, to the satisfaction of TCMUD. Terms and Conditions. SGR will provide an Interim Administration Manager at a rate of $48.57 per hour, based on a 40-hour work week. The Interim Administration Manager will work a maximum of 40 hours per week unless approved by TCMUD. Any hours worked in excess of 40 hours per week, will be billed at the standard contract rate of $48.57 per hour. 1. SGR will perform a Comprehensive Media Search on the candidate selected by TCMUD and provide a comprehensive media report to TCMUD. This media report is compiled from information gathered using our proprietary online search process. This is not an automated process, and produces far superior results than a standard media or simple Google search. The report length may be as long as 350 pages and may include news articles, links to video interviews, blog posts by residents, etc. 2. SGR will perform a comprehensive background investigation on the candidate selected by the TCMUD. SGR uses a licensed private investigation firm for these services. Through SGR’s partnership with FirstCheck, we are able to provide our Cities with comprehensive background screening reports that include detailed information such as: • Social Security number trace • Address history • Driving history/motor vehicle records Trophy Club Municipal Utility District No. 1 7 of 14 August 30, 2016 - Special Meeting Agenda Packet • Credit report • Federal criminal search • National criminal search • Global homeland security search • Sex offender registry search • State criminal search (for current and previous states of residence) • County criminal search (for every county in which candidate has lived or worked) • County civil search (for every county in which candidate has lived or worked) • Education verification 3. TCMUD is responsible for the cost of any pre-interim employment drug screening that TCMUD may require. 4. All routine business expenses incurred by SGR's representative in their role as Interim Administration Manager will be reimbursed under the same terms and conditions that such expenses would be reimbursed for any other employee of TCMUD, such as mileage, hotel, and per diem when traveling at the request of TCMUD, and business meals incurred for local meetings. Commute time will not be billed by SGR. 5. Depending on the location of the permanent residence of the selected Interim Administration Manager, mileage reimbursement and temporary housing may be required. Mileage is reimbursed by TCMUD at the current IRS mileage reimbursement rate. The TCMUD may elect to provide temporary housing such as a local hotel, direct billed to TCMUD, with a mileage reimbursement of once per week between Interim Administration Manager’s permanent residence and TCMUD. 6. TCMUD will be billed weekly for the previous weeks work and any travel reimbursement, and payment will be due within 14 days of each billing. SGR will not be compensated for holidays, vacation time, sick leave, etc. 7. If TCMUD hires the candidate placed as Interim Administration Manager for a permanent Administration Manager during the term of this agreement or within 12 months after the conclusion of this agreement, TCMUD will pay SGR an employment placement fee of $5,000.00. This fee is waived if SGR conducts a full-service executive search for this Administration Manager. 8. TCMUD or SGR may terminate the agreement for Interim Administration Manager Services with a fourteen (14) day written notice, without cause or penalty. Cost Summary. SGR will provide Interim Administration Manager Services to TCMUD as follows: Interim Administration Manager Services $48.57 per hour Comprehensive Media Search Report $500.00 Background Investigation $300.00 Mileage/Temporary Housing Stipend TBD Trophy Club Municipal Utility District No. 1 8 of 14 August 30, 2016 - Special Meeting Agenda Packet Confidentiality Agreement. The Interim Administration Manager will perform services for TCMUD which may require TCMUD to disclose confidential and proprietary information to Interim Administration Manager. Confidential information includes, but is not limited to, any information of any kind, nature, or description concerning any matters affecting or relating to Interim Administration Manager’s services for TCMUD, the business or operations of TCMUD, and/or the products, projects, drawings, plans, processes, or other data of TCMUD. The Interim Administration Manager, through his/her contract with SGR agrees: • To hold any and all confidential information received from TCMUD in strict confidence and shall exercise a reasonable degree of care to prevent disclosure to others. • Not to disclose or divulge, either directly or indirectly, the confidential information to others unless first authorized to do so in writing by TCMUD. • Not to reproduce the confidential information, nor use this information commercially, or for any purpose other than the performance of his/her duties for TCMUD. • That upon request or upon termination of his/her relationship with TCMUD, deliver to TCMUD, any drawings, notes, documents, equipment, and materials received from TCMUD or originating from his/her activities for TCMUD. • That TCMUD shall have the sole right to determine the treatment of any information that is part or project specific received from Interim Administration Manager, including the right to keep the same as confidential and proprietary. Indemnification. To the extent it may be permitted to do so by applicable law, TCMUD does hereby agree to defend, hold harmless, and indemnify the designated Interim Administration Manager, SGR, and all officers, employees, and contractors of SGR, from any and all demands, claims, suits, actions, judgments, expenses, and attorneys' fees incurred in any legal proceedings brought against them as a result of action taken in the Interim's individual or official capacity for the TCMUD as a contract employee and as Interim Administration Manager, providing the incident(s), which is (are) the basis of any such demand, claim, suit, actions, judgments, expenses, and attorneys' fees, arose or does arise in the future from an act or omission of the Interim Administration Manager as a contract employee of TCMUD acting within the course and scope of the Interim Administration Manager’s employment with TCMUD; excluding, however, any such demand, claim, suit, action, judgment, expense, and attorneys' fees for those claims or any causes of action where it is determined that the Interim Administration Manager committed official misconduct, or committed a willful or wrongful act or omission, or an act or omission constituting gross negligence, or acted in bad faith; and excluding any insurance contract, held either by TCMUD or SGR. In the case of such indemnified demand, claim, suit, action, or judgment, the selection of the Interim Administration Manager's legal counsel shall be with the mutual agreement of the Interim Administration Manager and TCMUD if such legal counsel is not also TCMUD’s legal counsel. A legal defense may be provided through insurance coverage, in which case the Interim Administration Manager's right to agree to legal counsel provided for him/her will depend on the terms of the applicable insurance contract. The provisions of this paragraph shall survive the termination, expiration, or other end of this agreement and/or the Interim Administration Manager’s employment with TCMUD. Venue. The venue for any disputes shall reside in Denton County, Texas. Applicable Law. This agreement shall be governed by the laws of the State of Texas. This agreement represents the full and complete agreement between Strategic Government Resources and the Trophy Club Municipal Utility District No. 1, and supersedes any and all prior written or verbal agreements. This agreement may be modified or amended only by a written instrument signed by the parties. Trophy Club Municipal Utility District No. 1 9 of 14 August 30, 2016 - Special Meeting Agenda Packet Approved and Agreed to, this the ______ day of ________________, 2016, by and between Strategic Government Resources and the Trophy Club Municipal Utility District No. 1. _____________________________________ __________________________________________ Kevin Carr, President Cyndy Brown, Managing Director of Recruitment Trophy Club Municipal Utility District No. 1 Strategic Government Resources Trophy Club Municipal Utility District No. 1 10 of 14 August 30, 2016 - Special Meeting Agenda Packet Date: August 18, 2016 Agreement for Interim General Manager Services By and Between Strategic Government Resources and Trophy Club Municipal Utility District No. 1 Trophy Club Municipal Utility District No. 1 Strategic Government Resources Kevin Carr, President Cyndy Brown, Managing Director of Recruitment kcarr@tcmud.org CyndyBrown@GovenrmentResource.com (“TCMUD”) (“SGR”) Scope of Services. Trophy Club Municipal Utility District No. 1, (referred to as "TCMUD") seeks an Interim General Manager to perform related duties for TCMUD. Strategic Government Resources (referred to as "SGR") will provide a highly experienced local government professional to serve as Interim General Manager for TCMUD. Recommended Candidate. SGR and TCMUD will work together to determine a final candidate for consideration. Should TCMUD wish to consider an alternate candidate, SGR can provide other experienced local government professionals for TCMUD to interview. In addition, if at any time during the assignment, TCMUD wishes to have another candidate provided to serve as Interim General Manager, SGR will produce additional experienced local government professionals to fill the General Manager, to the satisfaction of TCMUD. Terms and Conditions. SGR will provide an Interim General Manager at a rate of $68.12 per hour, based on a 40-hour work week. The Interim General Manager will work a maximum of 40 hours per week unless approved by TCMUD. Any hours worked in excess of 40 hours per week, will be billed at the standard contract rate of $68.12 per hour. 1. SGR will perform a Comprehensive Media Search on the candidate selected by TCMUD and provide a comprehensive media report to TCMUD. This media report is compiled from information gathered using our proprietary online search process. This is not an automated process, and produces far superior results than a standard media or simple Google search. The report length may be as long as 350 pages and may include news articles, links to video interviews, blog posts by residents, etc. 2. SGR will perform a comprehensive background investigation on the candidate selected by the TCMUD. SGR uses a licensed private investigation firm for these services. Through SGR’s partnership with FirstCheck, we are able to provide our Cities with comprehensive background screening reports that include detailed information such as: • Social Security number trace • Address history • Driving history/motor vehicle records Trophy Club Municipal Utility District No. 1 11 of 14 August 30, 2016 - Special Meeting Agenda Packet • Credit report • Federal criminal search • National criminal search • Global homeland security search • Sex offender registry search • State criminal search (for current and previous states of residence) • County criminal search (for every county in which candidate has lived or worked) • County civil search (for every county in which candidate has lived or worked) • Education verification 3. TCMUD is responsible for the cost of any pre-interim employment drug screening that TCMUD may require. 4. All routine business expenses incurred by SGR's representative in their role as Interim General Manager will be reimbursed under the same terms and conditions that such expenses would be reimbursed for any other employee of TCMUD, such as mileage, hotel, and per diem when traveling at the request of TCMUD, and business meals incurred for local meetings. Commute time will not be billed by SGR. 5. Depending on the location of the permanent residence of the selected Interim General Manager, mileage reimbursement and temporary housing may be required. Mileage is reimbursed by TCMUD at the current IRS mileage reimbursement rate. The TCMUD may elect to provide temporary housing such as a local hotel, direct billed to TCMUD, with a mileage reimbursement of once per week between Interim General Manager’s permanent residence and TCMUD. 6. TCMUD will be billed weekly for the previous weeks work and any travel reimbursement, and payment will be due within 14 days of each billing. SGR will not be compensated for holidays, vacation time, sick leave, etc. 7. If TCMUD hires the candidate placed as Interim General Manager for a permanent General Manager during the term of this agreement or within 12 months after the conclusion of this agreement, TCMUD will pay SGR an employment placement fee of $5,000.00. This fee is waived if SGR conducts a full-service executive search for this General Manager. 8. TCMUD or SGR may terminate the agreement for Interim General Manager Services with a fourteen (14) day written notice, without cause or penalty. Cost Summary. SGR will provide Interim General Manager Services to TCMUD as follows: Interim General Manager Services $68.12 per hour Comprehensive Media Search Report $500.00 Background Investigation $300.00 Mileage/Temporary Housing Stipend TBD Trophy Club Municipal Utility District No. 1 12 of 14 August 30, 2016 - Special Meeting Agenda Packet Confidentiality Agreement. The Interim General Manager will perform services for TCMUD which may require TCMUD to disclose confidential and proprietary information to Interim General Manager. Confidential information includes, but is not limited to, any information of any kind, nature, or description concerning any matters affecting or relating to Interim General Manager’s services for TCMUD, the business or operations of TCMUD, and/or the products, projects, drawings, plans, processes, or other data of TCMUD. The Interim General Manager, through his/her contract with SGR agrees: • To hold any and all confidential information received from TCMUD in strict confidence and shall exercise a reasonable degree of care to prevent disclosure to others. • Not to disclose or divulge, either directly or indirectly, the confidential information to others unless first authorized to do so in writing by TCMUD. • Not to reproduce the confidential information, nor use this information commercially, or for any purpose other than the performance of his/her duties for TCMUD. • That upon request or upon termination of his/her relationship with TCMUD, deliver to TCMUD, any drawings, notes, documents, equipment, and materials received from TCMUD or originating from his/her activities for TCMUD. • That TCMUD shall have the sole right to determine the treatment of any information that is part or project specific received from Interim General Manager, including the right to keep the same as confidential and proprietary. Indemnification. To the extent it may be permitted to do so by applicable law, TCMUD does hereby agree to defend, hold harmless, and indemnify the designated Interim General Manager, SGR, and all officers, employees, and contractors of SGR, from any and all demands, claims, suits, actions, judgments, expenses, and attorneys' fees incurred in any legal proceedings brought against them as a result of action taken in the Interim's individual or official capacity for the TCMUD as a contract employee and as Interim General Manager, providing the incident(s), which is (are) the basis of any such demand, claim, suit, actions, judgments, expenses, and attorneys' fees, arose or does arise in the future from an act or omission of the Interim General Manager as a contract employee of TCMUD acting within the course and scope of the Interim General Manager’s employment with TCMUD; excluding, however, any such demand, claim, suit, action, judgment, expense, and attorneys' fees for those claims or any causes of action where it is determined that the Interim General Manager committed official misconduct, or committed a willful or wrongful act or omission, or an act or omission constituting gross negligence, or acted in bad faith; and excluding any insurance contract, held either by TCMUD or SGR. In the case of such indemnified demand, claim, suit, action, or judgment, the selection of the Interim General Manager's legal counsel shall be with the mutual agreement of the Interim General Manager and TCMUD if such legal counsel is not also TCMUD’s legal counsel. A legal defense may be provided through insurance coverage, in which case the Interim General Manager's right to agree to legal counsel provided for him/her will depend on the terms of the applicable insurance contract. The provisions of this paragraph shall survive the termination, expiration, or other end of this agreement and/or the Interim General Manager’s employment with TCMUD. Venue. The venue for any disputes shall reside in Denton County, Texas. Applicable law. This agreement shall be governed by the laws of the State of Texas. This agreement represents the full and complete agreement between Strategic Government Resources and the Trophy Club Municipal Utility District No. 1, and supersedes any and all prior written or verbal agreements. This agreement may be modified or amended only by a written instrument signed by the parties. Trophy Club Municipal Utility District No. 1 13 of 14 August 30, 2016 - Special Meeting Agenda Packet Approved and Agreed to, this the ______ day of ________________, 2016, by and between Strategic Government Resources and the Trophy Club Municipal Utility District No. 1. _____________________________________ __________________________________________ Kevin Carr, President Cyndy Brown, Managing Director of Recruitment Trophy Club Municipal Utility District No. 1 Strategic Government Resources Trophy Club Municipal Utility District No. 1 14 of 14 August 30, 2016 - Special Meeting Agenda Packet