HomeMy WebLinkAboutR-2003-140 TALX Corporation Agreement (re: unemployment claims )RESOLUTION NO. R 2003 -140
A RESOLUTION authorizing and directing the City Manager to execute a professional
services agreement with TALX Corporation for the provision of
unemployment claim management services.
WHEREAS, the City of Yakima desires to engage TALX Corporation to provide
professional services related to the administration of unemployment claims on an independent
contractor basis; and
WHEREAS, TALX Corporation has the experience and expertise necessary to provide
said services and is willing to do so in accordance with the terms and conditions of the attached
Agreement; and
WHEREAS, the City Council deems it to be in the best interest of the City of Yakima
to enter into the attached Agreement with TALX Corporation for professional services related
to unemployment claim management, now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
The City Manager is hereby authorized and directed to execute the attached and
incorporated "Professional Services Agreement" with TALX Corporation for professional
services related to the administration of unemployment claims.
ADOPTED BY THE CITY COUNCIL this 18th day of November, 2003.
ATTEST: Mary ce, Mayor
City Clerk
PROFESSIONAL SERVICES AGREEMENT
THIS PROFESSIONAL SERVICES AGREEMENT (hereinafter "Agreement") is made
and entered into by and between the City of Yakima, a Washington municipal corporation (hereinafter
the "City"), and TALX Corporation, a Missouri corporation (hereinafter "TALX"), for the purpose of
providing unemployment cost management services.
WHEREAS, the City requires professional services related to the administration of
unemployment claims.
WHEREAS, TALX represents that it has the experience and expertise necessary to perform
the professional services required by the City in accordance with the terms and conditions of this
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements
set forth herein, it is agreed by and between the City and TALX as follows:
1. Scope of Services. TALX shall perform the following account, claims & hearings
management services:
Account Management:
An Account Manager ("AM") will be assigned as the City's personal contact with TALX. The
AM will be responsible for implementation and ongoing operation of the City's unemployment
cost control program. The AM will:
1. Establish channels of communication between your firm and TALX.
2. Prepare and distribute program/procedure guide, if required.
3. Provide management reports to identify potential liability, current charges, claims
processed and reasons for separation.
4. Provide technical service bulletins concerning legislative changes.
Claims Administration:
TALX will administer the claim process and charge protests for all claims reported to TALX
during the term of this agreement.
1. TALX will maintain databases pertaining to unemployment compensation claims, and will
submit various reports and recommendations as described below.
2. TALX will be responsible for complete administration, inception to termination, of the
processing of all the City's unemployment insurance claims in Washington State.
3. In addition to the processing of unemployment insurance claims, TALX will perform tasks,
including, but not limited to:
• Review of unemployment insurance claims for determination of eligibility;
• Verification of the City's liability;
• Conduct pre -hearing conferences with staff that you designate. If the
circumstances on a particular hearing warrant special care, a TALX hearing
representative will be available to attend the hearing with your staff, based on
the complexity of the issue and that UC express has handled the initial claim
filing.
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• Benefit charges will be audited to fmal disposition of the charge including.
Endorsement Services:
In addition to the above services, TALX shall perform the services described in any
endorsement to this Agreement, subject to any applicable statutes, regulations and
administrative rulings. At no time will TALX render or be required to render any services that
could be interpreted as the practice of law or accountancy.
EXCEPT FOR THE EXPRESS WARRAN I'1ES SET FORTH IN THIS PARAGRAPH,
TALX MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, WITH RESPECT TO THE SERVICES, SOFTWARE, DOCUMENTATION,
OR ANY OTHER ITEM DELIVERED UNDER THIS AGREEMENT.
2. City's Responsibility. The City shall provide all information or data reasonably requested by
TALX including, but not limited to (1) copies of quarterly charge statements, (2) claims, hearings, and
benefit charge statements not sent directly to TALX by the state agencies, and (3) wage and separation
information. The City agrees that current and accurate employment and income data ("Data") is
necessary for TALX to provide the Services. The City agrees to provide such Data to TALX in the
TALX format. The City further agrees to test and validate the accuracy of the Data using paper-based
or electronic Data validation reports provided by TALX. In the event Data is identified by either party
to be incorrect or improperly formatted, the parties agree to notify each other as expeditiously as
possible. Both parties agree to work together to identify and resolve all identified historical and
ongoing Data errors within two (2) of the City's pay periods. The City agrees that any action required
of TALX to correct the Data for the City may result in additional fees.
3. Term. This Agreement shall commence on September 1, 2003, and shall terminate on August
31, 2006, ("Initial Term"), unless the Agreement is earlier terminated by either party in accordance
with Section 16. This Agreement shall automatically renew for successive one-year terms
("Successive Terms") unless either party provides the other with written notice of termination at least
ninety (90) days preceding the ending of the Initial Term or the ending of any Successive Annual Term.
4. Compensation.
a. Fee for Services. The total fee for all services provided under this Agreement on an
annual basis shall not exceed Four Thousand and Eight Hundred Dollars ($4,800.00). This amount
does not include Washington State Sales Tax.
b. Payment for Compensation. The City shall pay TALX said fee in equal quarterly
installments of One Thousand and Two Hundred Dollars ($1,200.00). All payments are expressly
conditioned on TALX providing services that are satisfactory to the City.
c. Payment in the Event of Termination. In the event that either party terminates this
Agreement under Section 16, TALX shall be compensated in accordance with the above terms for all
satisfactory services provided to the City under this Agreement up to the effective termination date.
d. Maintenance of Financial Records/Documents. When requested to do so by City
representatives, TALX shall make the cost records, accounts and related financial documents
pertaining to this Agreement available for inspection by City representatives during the term of this
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Agreement and for a period of three (3) years following the final payment to TALX by the City. In the
event that any audit or inspection identifies any discrepancy in such financial records, TALX shall
provide the City with appropriate clarification and/or financial- adjustments within thirty (30) calendar
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5. Additional Services. Additional services beyond the scope of this Agreement shall be
negotiated and agreed to by all parties in the form of a contract amendment prior to implementation.
6. Status of TALX. TALX and the City understand and expressly agree that TALX is an
independent contractor in the performance of each and every part of this Agreement. TALX, as an
independent contractor, assumes the entire responsibility for carrying out and accomplishing the
work/services required under this Agreement. Additionally, and as an independent contractor, TALX
and its employees shall mals no claim of city employment nor ehail claim aE,T inet the city any related
seza..e its ��zzz}Jzs.+_, vvu shall zszs!zss. 11 J claim +✓L %_ a nor Flail .,...n.,u.. ....b.,......�........ �....) *...&&J ............
employment benefits, social security, and/or retirement benefits. Nothing contained herein shall be
interpreted as creating a relationship of servant, employee, partnership or agency between TALX and
the City.
7. Taxes and Assessments. TALX shall be solely responsible for compensating its employees
and for paying all related taxes, deductions, and assessments, including but not limited to, federal
income tax, FICA, social security tax, assessments for unemployment and industrial injury, and other
deductions from income which may be required by law or assessed against either party as a result of
this Agreement. In the event the City is assessed a tax or assessment as a result of this Agreement,
TALX shall pay the same before it becomes due.
8. Nondiscrimination Provision. During the performance of this Agreement, TALX shall not
discriminate on the basis of race, age, color, sex, religion, national origin, creed, marital status, political
affiliation, or the presence of any sensory, mental or physical handicap. This provision shall include but
not be limited to the following: employment, upgrading, demotion, transfer, recruitment, advertising,
lavnff nr terminatinn_ rates of pay nr other forms of cmmpensatinn_ selection for training_ and the
provision of services under this Agreement.
9. Compliance With Law. TALX agrees to perforin all work/services under and pursuant to
this Agreement in full compliance with any and all applicable laws, rules, and regulations adopted or
promulgated by any governmental agency or regulatory body, whether federal, state, local, or
otherwise.
10. No Insurance. It is understood the City does not maintain liability insurance for TALX and/or
its employees, agents, officers, and subcontractors.
11. Indemnification and Hold Harmless.
a. TALX agrees to protect, defend, indemnify, exonerate, and hold harmless the City, its
elected officials, agents, officers, employees from any and all claims, demands, losses, liens, liabilities,
penalties, fines, lawsuits, and other proceedings and all judgments, awards, costs and expenses
(including attorneys' fees and disbursements) resulting from TALX's performance and/or
nonperformance of this Agreement.
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b. In the event both TALX and the City are negligent, TALX's liability for
indemnification of the City shall be limited to the contributory negligence for any resulting suits,
actions, claims, liability, damages, judgments, costs, and expenses (including reasonable attorney's
fees) that can be apportioned to TALX, its officers, employees, agents, and/or subcontractors.
c. Nothing contained in this Section or this Agreement shall be construed to create a
liability or a right of indemnification in any third party.
d. ANY OTHER PERM OR PROVISION OF THIS AGREEMENT TO THE
CONTRARY NOTWITHSTANDING, IN NO EVENT SHALL EITHER PARTY OR ITS
OFFICERS, DIRECTORS, AGENTS OR EMPLOYEES BE LIABLE FOR LOSS OF PROFITS OR
FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT
OF OR RELATED TO THE PERFORMANCE OF THIS AGREEMENT, EVEN IF THAT PARTY
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL
DAMAGES OF ANY KIND PAYABLE BY EITHER PARTY HEREUNDER EXCEED THE
GREATER OF (A) THE TOTAL FEES PAID BY THE CITY TO TALX DURING THE TWELVE
MONTHS PRIOR TO THE ACT OR OCCURRENCE WHICH GIVES RISE TO THE CLAIM, OR
(B) THE SUM OF TWENTY-FIVE THOUSAND DOLLARS ($25,000).
13. Insurance Provided by TALX.
a. Commercial Liability Insurance. Before this Agreement is fully executed by the
parties, TALX shall provide the City with a certificate of insurance as proof of commercial liability
insurance with a minimum liability limit of One Million Dollars ($1,000,000.00) combined with single
limit bodily injury and property damage. The certificate shall clearly state who the provider is, the
coverage amount, the policy number, and when the policy and provisions provided are hi effect (any
statement in the certificate to the effect of "this certificate is issued as a matter of information only and
confers no right upon the certificate holder" shall be deleted.) Said policy shall be in effect for the
duration of this Agreement. The policy shall name the City, its elected officials, officers, agents, and
employees as additional insureds, and shall contain a clause that the insurer will not cancel or change
the insurance without first giving the City thirty (30) calendar days prior written notice (any language in
the clause to the effect of "but failure to mail such notice shall impose no obligation or liability of any
kind upon the company" shall be crossed out and initialed by the insurance agent.) The insurance shall
be with an insurance company or companies rated A -VII or higher in Best's Guide and admitted in the
State of Washington.
b. Professional Liability Insurance. Before this Agreement is fully executed by the
parties, TALX shall provide the City with a certificate of insurance as evidence of Professional Errors
and Omissions Liability Insurance with coverage of at least One Million Dollars ($1,000,000.00) per
occurrence and an annual aggregate limit of at least One Million Dollars ($1,000,000.00). The
certificate shall clearly state who the provider is, the amount of coverage, the policy number, and when
the policy and provisions provided are in effect. The insurance shall be with an insurance company
rated A -VII or higher in Best's Guide. If the policy is on a claims made basis, the retroactive date of
the insurance policy shall be on or before the inception date of this Agreement, or shall provide full
prior acts. The insurance coverage shall remain in effect during the term of this Agreement and for a
minimum of three (3) years following the termination of this Agreement.
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14. Delegation of Professional Services. The Services provided for herein shall be performed by
TALX, and no person other than regular associates or employees of TALX shall be engaged upon such
work or services except upon written approval of the City.
15. Assignment. This Agreement, or any interest herein, or claim hereunder, shall not be assigned
or transferred in whole or in part by TALX to any other person or entity without the prior written
consent of the City. In the event that such prior written consent to an assignment is granted, then the
assignee shall assume all duties, obligations, and liabilities of TALX stated herein.
16. Termination. The City or TALX may terminate this Agreement if the other party has
materially breached the Agreement, provided that the party claiming breach must give the other party
written notice and at least 30 days in which to cure the breach before terminating the Agreement.
17. No Conflict of Interest. TALX represents that it or its employees do not have any interest
and shall not hereafter acquire any interest, direct or indirect, which would conflict in any manner or
degree with the performance of this Agreement. TALX further covenants that it will not hire anyone or
any entity having such a conflict of interest during the performance of this Agreement.
18. Non -Waiver. The waiver of either the City or TALX of the breach of any provision of this
Agreement by the other party shah not operate and/or be construed as a wavier of any subsequent
breach by either party or prevent either party thereafter enforcing such provision.
19. Survival. Any provision of this Agreement which imposes an obligation after termination or
expiration of this Agreement shall survive the term or expiration of this Agreement and shah be binding
on the parties to this Agreement.
20. Severability. If any portion of this Agreement is changed per mutual agreement or any portion
is held invalid, the remainder of the Agreement shall remain in full force and effect.
21. Integration. This written document constitutes the entire agreement between the City and
TALX. There are no other oral or written Agreements between the parties as to the subjects covered
herein. No changes or additions to this Agreement shall be valid or binding upon either party unless
such change or addition be in writing and executed by both parties.
22. Notices. Unless stated otherwise herein, all notices and demands shall be in writing and sent to
the parties to their addresses as follows:
TO CITY:
TO TALX:
Archie Sutton
Human Resources Manager
129 North Second Street
Yakima, WA 98901
or to such other addresses as the parties may hereafter designate in writing. Notices and/or demands
shall be sent by registered or certified mail, postage prepaid, or hand delivered. Such notices shall be
deemed effective when mailed or hand delivered at the addresses specified above.
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STALE OF MISSOURI)
) :ss.
County of )
On this day of , 2003, before me the undersigned, a Notary Public in and for the
State of Missouri, duly commissioned and sworn, personally appeared , the Principal of
TALX, Inc., who executed the foregoing instrument, and acknowledged to me that he signed and
sealed the said instrument as his free and voluntary act and deed for the uses and purposes therein
mentioned.
WITNESS my hand and official seal hereto affixed the day and year in this certificate above
written.
Printed name:
NOTARY PUBLIC in and for the State of
Missouri, residing at
My commission expires:
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23. Governing Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of Washington.
24. Venue. The venue for any action to enforce or interpret this Agreement shall lie in the
Superior Court of Washington for Yakima County, Washington.
CITY OF YAKIMA
By:��
R. A. Zais, Jr., City Manager
•1/
DATE: / l— — 0 3 DATE: [ f l a Cc f
ATTEST:
City Clerk 1 s% &�
City Contract No. 2003-98
Resolut.no No.R--2003-140
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BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT
Item No. l
For Meeting Of 11-18-03
ITEM TITLE: A Resolution authorizing the execution of a contract with
TALX Corporation for Unemployment Claims Management
SUBMI I"1'hD BY: Archie M. Sutton, Human Resource Manager
CONTACT PERSON/TELEPHONE: Archie M. Sutton, x6090
SUMMARY EXPLANATION:
The purpose of this resolution is to enter into a contract with TALX Corporation for the.
purpose of providing unemployment cost management services. TALX will be responsible for
administration of processing of all the City's unemployment Insurance claims, eligibility,
protest hearing and the City's unemployment liability. The total fee for all services provided
under this Agreement shall be Four Thousand and Eight Hundred Dollars ($4,800.00) paid In
equal quarterly Installments of One Thousand and Two Hundred Dollars ($1,200).
Resolution X Ordinance Contract X Other (Specify)
Funding Source Employee Assistance Program -r
APPROVED FOR SUBMITTAL
6-656
/
City Manager
STAFF RECOMMENDATION: Enact Resolution Authorizing the Execution of the contract
with TALX Corporation.
BOARD/COMMISSION RECOMMENDATION:
COUNCIL ACTION:
Resolution adopted. RESOLUTION NO. R-2003-140