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23-187.00PGRUSAIncEmployeeRecruitmentDocuSign Envelope ID: E95B12BF-1D36-495F-A043-CA3369A7C078 Otago P re rar"�j' i e r PGR USA Inc, Terms and Conditions for v1.2 Page 2 — 4: PGR USA Inc, Terms and Conditions for Placement of Permanent Personnel v1.2 DocuSign Envelope ID: E95B12BF-1D36-495F-A043-CA3369A7C078 premile"'w PGR USA Inc, Terms and Conditions for Placement of Permanent Personnel v1.2 1 RECITALS 1 These Terms and Conditions for Placement of Permanent Personnel (the "Terms") are made between PGR USA Inc, whose registered office is at Tower 49, 15th Floor, 12 E 49th St, New York, NY 10017 ("Premier"), and City of Spokane Valley, whose registered office is at 10210 E Sprague Ave, Spokane Valley, WA 99206 (the "Client") 1.1 In the event of any conflict between these Terms and any other terms and conditions relating to the placement of permanent personnel, these Terms shall prevail, unless expressly agreed otherwise in writing by Premier and City of Spokane Valley. 2 DEFINITIONS Affiliate: means a company that is related to another company by one owning shares of the other, by common ownership, or by other means of control; Candidate: means any person Introduced by Premier to be considered by the Client for Engagement; Engagement: means the signature of an employment contract by the Candidate, the employment, engagement, hire or other use, directly or indirectly, of a Candidate on a permanent, temporary, or other basis, whether under a contract of service or contract for services, or under an agency, licensee, franchise, partnership agreement or otherwise (whichever occurs first). "Engage(s)", "Engaging" and "Engaged": shall be construed accordingly; Introduction: means directly or indirectly introducing a Candidate by way of Resume, interview, meeting, or referral, by telephone or otherwise, following the Client's instruction to Premier to search for a Candidate. "Introduce(s)" and "Introduced" shall be construed accordingly; Introduction Fee: means as set out in Clause 4.2. 3 CLIENT OBLIGATIONS 3.1 Unless the Client notifies Premier in writing within forty-eight (48) hours of receiving a Candidate's Resume, Interviewing or Engaging a Candidate, or a Candidate commencing providing services to the Client or to any of its Affiliates (whichever first occurs), that: 3.1.1 the Client was in active communication directly with the Candidate for the purpose of hiring them within six (6) months prior to the Introduction and the Client provides satisfactory evidence of the same; or 3.1.2 the Candidate has been lawfully introduced in writing by another agency (possessing the Candidate's consent for such introduction) within six (6) months prior to Premier's Introduction of the same and provides satisfactory evidence, Premier will be the effective cause of introduction of that Candidate and the Introduction Fee will be charged and payable. 3.2 The Client shall notify Premier immediately in writing if a Candidate introduced by Premier is engaged by the Client or any of its Affiliates and shall supply copies of all letters of offer or reduce to writing any oral proposals offered to and/or accepted by such Candidate no more than two (2) weeks after such offer has been made. 3.3 Receiving a Candidate's Resume, interviewing or Engaging a Candidate, or a Candidate commencing work for or providing services to the Client or any of its Affiliates as envisaged (whichever first occurs) will constitute instruction to Premier to commence search and screening of Candidates and will bind the Client to the terms and conditions hereunder. In all instances the Client shall produce a position/job description in writing and communicate clearly and regularly to Premier as to any changes in search requirements. 4 FEES 4.1 If the Client: 4.1.1 Engages a Candidate; or ___ .._.. - ...­­ . - I-- --- ---- DocuSign Envelope ID: E95B12BF-1D36-495F-A043-CA3369A7C078 A 4. .-S. premi*er 4.1.2 Introduces a Candidate to any of its Affiliates or any third party resulting in an Engagement of the Candidate by that any of its Affiliates or third party, at any time within 12 months from the date of Introduction of an accepted Candidate to the Client by Premier, the Client shall pay Premier an Introduction Fee pursuant to Clause 4.2 below. 4.2 The Introduction Fee will equate to 20% (Twenty Percent) of the Candidate's commencing total salary or wages calculated on an annual basis, together with all payments and allowances forming the Candidate's taxable remunerate on, as agreed to be paid by the Client upon the Engagement or thereafter, subject to a $15,000 minimum fee. 4.3 The Client agrees to pay the Introduction Fee within 30 (thirty) days of invoice date (start date). Unless agreed otherwise, in writing, the invoice will be sent on the Candidate's Start Date. All amounts payable under these Terms are exclusive of value added tax which shall be payable by the Client at the prevailing rate where applicable. 4.4 Premier reserves the right to charge interest on any amount due and outstanding after 30 (thirty) days from the date of invoice up to and including the date of payment at a rate of 3% above the base rate, and such interest shall accrue and be compounded daily until all outstanding balances are paid. 5 REPLACEMENT 5.1 In order to qualify for the following replacement, the Client must pay the Agency's fee within 30 (thirty) days of the date of invoice and must notify the Agency in writing of the termination of the Engagement within 7 days of its termination. 5.2 If the Engagement terminates before the expiry of 90 (ninety) days from the commencement of Engagement (except where the Applicant is made redundant) a free replacement will be allowed for this position. The Client will give 4 weeks exclusivity to Premier to source the replacement Candidate. 5.3 If, after an offer of Engagement has been made to the Applicant, the Client decided for any reason to withdraw it, the Client shall be liable to no fee. 6 CONFIDENTIALITY 6.1 Details of Candidates are provided to the Client in strict confidence and with the understanding that the Client will not disclose to any third party the existence or contents of such details to any third party without Premier's prior written consent. If the Client decides not to Engage a Candidate, the Client hereby undertakes to return all copies of the Candidate's Resume to Premier and to remove, delete or destroy all records it may have which includes details of or from the Resume. 6.2 If the Client, without Premier's prior written consent, passes on any details of a Candidate Introduced to the Client by Premier to a third party which subsequently employs such Candidate directly or indirectly within six (6) months from the date of such Introduction, the Client will be charged and liable for the relevant Introduction Fee according to clause 4 together with all expenses incurred by Premier. In such circumstances the provisions of Clause 5 hereto will not apply. 6.3 Public Records Act. Any material, and documents shared with the Client under these terms may be subject to disclosure pursuant to chapter 42.56 RCW or other applicable public record laws. City shall be permitted to retain these documents, including reproducible camera-ready originals of reports, reproduction quality mylars of maps, and copies in the form of computer files, for the City's use. Upon request for such records, and prior to releasing any records, the City agrees to provide Premier notice of the request and to allow Premier a reasonable amount of time to seek an injunction. For the purposes of this section, and this section only, the laws of the State of Washington apply, and any injunction shall be sought in Superior Court of Spokane County for the State of Washington. Upon providing notice to Premier, and waiting the allotted time period for Premier to seek an injunction, the City shall have unrestricted authority to publish, disclose, distribute, and otherwise use, in whole or in part, any reports, data, drawings, images, or other material prepared under these Terms, provided that Premier shall have no liability for the use of Premier's work product outside of the scope of its intended purpose. Notwithstanding the foregoing, the City understands and shall, in response to a request for records, consider 42.56.250(1)(b) which exempts from disclosure "all applications for public employment other than for vacancies in elective office, including the names of applicants, resumes, and other related materials submitted with respect to an applicant." 7.1 Premier endeavours to ask Candidates for details of qualifications, experience, and background and take up verbal references. Whilst every effort is made to ensure the highest standard of service, the Client acknowledges that: 7.1.1 the Client is responsible for taking up formal references (including confirmation of any professional, academic, or similar qualification) and for arranging all medical examinations and/or other investigations of any Candidate Introduced by Premier; and DocuSign Envelope ID: E95B12BF-1D36-495F-A043-CA3369A7C078 iaom& P u 7.1.2 the Client shall be solely responsible for obtaining any work permit or other governmental permission required for the Engagement of any Candidate; and 7.1.3 the Client shall satisfy itself as to suitability of any Candidate prior to the Engagement; and 7.1.4 Premier does not accept liability for any loss or expense incurred by the Client and arising directly or indirectly from the Introduction of a Candidate or from any statement or representation made by or on Premier's behalf. Notwithstanding this, Premier's maximum aggregate cap on liability under these Terms will be the total amount paid by the Client to Premier. Nothing in these Terms shall limit or exclude either party's liability in respect of death or personal injury arising out of any breach of this agreement. Both parties expressly exclude liability for consequential loss or damage of any kind, or for loss of profit, business, revenue, goodwill, or anticipated savings. 8 GENERAL 8.1 These Terms shall be governed by and construed in accordance with the laws of the State of New York and any dispute shall be resolved exclusively in the Courts of the State of New York. 8.2 No variation may be made to these terms and conditions without the written agreement of both parties. 8.3 The terms and conditions under these Terms supersede any other previous terms of business or any other terms between the parties hereto. 8.4 If any provision of these Terms is deemed invalid or unenforceable under applicable laws, it shall be considered severed from the remaining terms and conditions which shall stand as binding and in full force and effect. These terms are executed as of 11/02/2023. Chris DeTrinis — Division Leader For and on behalf of PGR USA Inc. John Whitehead — Human Resources Director, SHRM-SCP For and on behalf of City of Spokane Valley. I confirm I am authorized to sign this Agreement on behalf of the Client.