Linking Agreement

2018168 Agreement – Marathon Staffing
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AGREEMENT PURSUANT TO SOLICITATION
CITY OF MESA AGREEMENT NUMBER 2018168
TEMPORARY AGENCY WORKER SERVICES
CITY OF MESA, Arizona (“City”)
Department Name 
City of Mesa – Purchasing Division
Mailing Address
P.O. Box 1466
Mesa, AZ  85211-1466
Delivery Address
20 East Main St, Suite 400
Mesa, AZ  85201
Attention
Kristy Garcia, CPPO, CPPB
Senior Procurement Officer
E-Mail
Kristy.Garcia@MesaAZ.gov
Telephone
(480) 644-5052
Facsimile
(480) 644-2655
AND
MARATHON STAFFING CORPORATION, INC., (“Contractor”)
Mailing Address
164 Westford Rd., Unit 26
Tyngsboro, MA  01879
Remit to Address
164 Westford Rd., Unit 26
Tyngsboro, MA  01879
Attention
Kendra Strickland
Vice President Strategic Planning
E-Mail
kstrickland@marathonstaffing.com
Telephone
(978) 799-1690
Facsimile
(978) 649-9906

2018168 Agreement – Marathon Staffing
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CITY OF MESA AGREEMENT PURSUANT TO SOLICITATION
This Agreement pursuant to solicitation (“Agreement”) is entered into this 20th day of August 2018, by and 
between the City of Mesa, Arizona, an Arizona municipal corporation (“City”), and Marathon Staffing 
Corporation Inc., a Massachusetts corporation (“Contractor”). The City and Contractor are each a “Party”
to the Agreement or together are “Parties” to the Agreement.  
RECITALS
A.
The City issued solicitation number 2018168 (“Solicitation”) for TEMPORARY AGENCY WORKER 
SERVICES, to which Contractor provided a response (“Response”); and
B.
The City Selected Contractor’s Response as being in the best interest of the City and wishes to 
engage Contractor in providing the services/materials described in the Solicitation and Response.
In consideration of the reciprocal promises contained in the Agreement, and for other valuable and good 
consideration, which the Parties acknowledge the receipt and sufficiency of, the Parties agree to the 
following Terms & Conditions.
TERMS & CONDITIONS
1.
Term. This Agreement is for a term beginning on October 1, 2018 and ending on September 30,
2021.  The use of the word “Term” in the Agreement includes the aforementioned period as well as 
any applicable extensions or renewals in accordance with this Section 1. 
1.1
Renewals. On the mutual written agreement of the Parties, the Term may be renewed up 
to a maximum of two (2) years.  Any renewal(s) will be a continuation of the same terms 
and conditions as in effect immediately prior to the expiration of the then-current term.  
1.2
Extension for Procurement Processes.  Upon the expiration of the Term of this 
Agreement, including any renewals permitted herein, at the City’s sole discretion this 
Agreement may be extended on a month-to-month basis for a maximum of six (6) months 
to allow for the City’s procurement processes in the selection of a vendor to provide the 
services/materials provided under this Agreement.  The City will notify the Contractor in 
writing of its intent to extend the Agreement at least thirty (30) calendar days prior to the 
expiration of the Term.  Any extension under this Subsection 1.2 will be a continuation of 
the same terms and conditions as in effect immediately prior to the expiration of the then-
current term.
2.
Scope of Work.
The Contractor will provide the necessary staff, services and associated 
resources to provide the City with the services, materials, and obligations attached to this 
Agreement as Exhibit A (“Scope of Work”) Contractor will be responsible for all costs and expenses 
incurred by Contractor that are incident to the performance of the Scope of Work unless otherwise 
stated in Exhibit A.  Contractor will supply all equipment and instrumentalities necessary to perform 
the Scope of Work.  If set forth in Exhibit A, the City will provide Contractor’s personnel with 
adequate workspace and such other related facilities as may be required by Contractor to carry out 
the Scope of Work.
The Agreement is based on the Solicitation and Response which are hereby incorporated by 
reference into the Agreement as if written out and included herein. In addition to the requirements 
specifically set forth in the Scope of Work, the Parties acknowledge and agree that the Contractor 
shall perform in accordance with all terms, conditions, specifications and other requirements set 
forth within the Solicitation and Response unless modified herein.

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3.
Orders. Orders be placed with the Contractor by either a: (i) Purchase Order when for a one-time 
purchase; (ii) Notice to Proceed, or (iii) Delivery Order off of a Master Agreement for Requirement 
Contract where multiple as-needed orders will be placed with the Contractor.  The City may use 
the Internet to communicate with Contractor and to place orders as permitted under this Agreement
4.
Document Order of Precedence.  In the event of any inconsistency between the terms of the 
body of the Agreement, the Exhibits, the Solicitation, and Response, the language of the 
documents will control in the following order.
a.
Agreement 
b.
Exhibits
1.
Mesa Standard Terms & Conditions
2.
Scope of Work / Detailed Specifications
3.
Other Exhibits not listed above
c.
Solicitation including any addenda
d.
Contractor Response
5.
Payment.
5.1
General. As set forth in Exhibit B (“Pricing”), attached hereto and made a part hereof by 
reference and subject to the provisions of the Agreement, the City shall pay Contractor a 
total amount cumulatively, including all companion agreements, an amount not to exceed 
Five Million Dollars ($5,000,000) annually, for the completion of all the work and services 
described herein, which sum shall include all costs or expenses incurred by Contractor.
5.2
Prices.  All pricing shall be firm for the Term and all extensions or renewals of the Term 
except where otherwise provided in this Agreement, and include all costs of the Contractor 
providing the materials/service including transportation, insurance and warranty costs. No 
fuel surcharges will be accepted unless allowed in this Agreement.  The City shall not be 
invoiced at prices higher than those stated in the Agreement. 
The Contractor further agrees that any reductions in the price of the materials or services 
covered by this Agreement will apply to the undelivered balance.  The Contractor shall 
promptly notify the City of such price reductions.
No price modifications will be accepted without proper request by the Contractor and 
response by the City’s Purchasing Division.
5.3
Price Adjustment. Any requests for reasonable price adjustments must be submitted in 
accordance with this Section 5.3.  Requests for adjustment in cost of labor and/or materials 
must be supported by appropriate documentation.  There is no guarantee the City will 
accept a price adjustment therefore Contractor should be prepared for the Pricing to be 
firm over the Term of the Agreement.  The City is only willing to entertain price adjustments 
based on an increase to Contractor’s actual expenses or other reasonable adjustment in 
providing the services/materials under the Agreement. If the City agrees to the adjusted 
price terms, the City shall issue written approval of the change. 
During the 60-day period prior to each annual anniversary of the Agreement, the Contractor 
may submit a written request to the City to allow an increase to the prices and explain their 
business reasons for same along with justification documentation. The City shall review 
the request for adjustment and respond in writing; such response and approval shall not 
be unreasonably withheld. 
5.4
Renewal and Extension Pricing.  Any extension of the Agreement will be at the same 
pricing as the initial Term.   If the Agreement is renewed in accordance with Section 1,
pricing may be adjusted for amounts other than inflation that represent actual costs to the

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Contractor based on the mutual agreement of the parties.  The Contractor may submit a 
request for a price adjustment along with appropriate supporting documentation 
demonstrating the cost to the Contractor.  Renewal prices shall be firm for the term of the 
renewal period and may be adjusted thereafter as outlined in the previous section. There 
is no guarantee the City will accept a price adjustment.
5.5
Invoices. Payment will be made to Contractor in the manner described in the Exhibit B
“Pricing form/Contract Amount” following the City’s receipt of a properly completed invoice.  
Any issues regarding billing or invoicing must be directed to the City Department/Division 
requesting the service or material from the Contractor.   A properly completed invoice must 
contain, at a minimum, all the following items:
Invoices must include:  
a.
Contractor name, address, and contact information;
b.
Dates of service 
c.
Group Number or Name if specialty, 
d.
City Department, 
e.
Unit Number, 
f.
Activity Number (if needed by Group), 
g.
Names of Workers ordered in alphabetical order by Last Name, First Name, (if more 
than one name per invoice for the same department), 
h.
Assignment Title, 
i.
Pay Rate, 
j.
Bill Rate, 
k.
Hours Worked, 
l.
Stand-By and Call-Out Pay (if applicable), 
m. Overtime Hours, and 
n.
Total Cost.
5.6
Payment of Funds.  Payment will be made to Contractor by either: (i) Purchase Order 
when Contract Amount will be paid to Contractor as a one-time payment; (ii) Direct Order 
off of a Master Agreement when multiple payments totaling the Contract Amount will be 
made to Contractor; (iii) a MasterCard Procurement Card; or (iv) as otherwise stated in the 
Exhibit B (“Pricing form / Contract Amount”). 
5.7
Disallowed Costs, Overpayment. If at any time the City determines that a cost for which 
payment was made to Contractor is a disallowed cost, such as an overpayment or a charge 
for materials/service not in accordance with the Agreement, the City will notify Contractor 
in writing of the disallowance; such notice will state the means of correction which may be, 
but is not limited to, adjustment of any future claim/invoice submitted by Contractor in the 
amount of the disallowance, or to require repayment of the disallowed amount by 
Contractor.  Contractor will be provided with the opportunity to respond to the notice.
6.
Insurance.
6.1
Contractor must obtain and maintain at its expense throughout the term of Contractor’s 
agreement, at a minimum, the types and amounts of insurance set forth in this Section 6
from insurance companies authorized to do business in the State of Arizona; the insurance 
must cover the materials/service to be provided by Contractor under the Agreement.  For 
any insurance required under the Agreement, Contractor will name the City of Mesa, its 
agents, representatives, officials, volunteers, officers, elected officials, and employees as 
additional insured, as evidenced by providing either an additional insured endorsement or 
proper insurance policy excerpts.

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6.2
Nothing in this Section 6 limits Contractor’s responsibility to the City.  The insurance 
requirements herein are minimum requirements for the Agreement and in no way, limit any 
indemnity promise(s) contained in the Agreement.
6.3
The City does not warrant the minimum limits contained herein are sufficient to protect 
Contractor and subcontractor(s) from liabilities that might arise out of performance under 
the Agreement by Contractor, its agents, representatives, employees, or subcontractor(s).  
Contractor is encouraged to purchase additional insurance as Contractor determines may 
be necessary.
6.4
Each insurance policy required under the Agreement must be in effect at or prior to the 
execution of the Agreement and remain in effect for the term of the Agreement.  
6.5
Prior to the execution of the Agreement, Contractor will provide the City with a Certificate 
of Insurance (using an appropriate “ACORD” or equivalent certificate) signed by the issuer 
with applicable endorsements.  The City reserves the right to request additional copies of 
any or all the policies, endorsements, or notices relating thereto required under the 
Agreement.
6.6
When the City requires a Certificate of Insurance to be furnished, Contractor's insurance 
is primary of all other sources available. When the City is a certificate holder and/or an 
additional insured, Contractor agrees no policy will expire, be canceled, or be materially 
changed to affect the coverage available without advance written notice to the City.
6.7
The policies required by the Agreement must contain a waiver of transfer rights of recovery 
(waiver of subrogation) against the City, its agents, representatives, officials, volunteers, 
officers, elected officials, and employees for any claims arising out of the work of 
Contractor.
6.8
All insurance certificates and applicable endorsements are subject to review and approval 
by the City's Risk Management Division.
6.9
Types and Amounts of Insurance.  Contractor must obtain and retain throughout the 
term of the Agreement, at a minimum, the following:
6.9.1
Worker’s compensation insurance in accordance with the provisions of Arizona 
law.  If Contractor operates with no employees, Contractor must provide the City 
with written proof Contractor has no employees.  If employees are hired during 
the course of this Agreement, Contractor must procure worker’s compensations 
in accordance with Arizona law. 
6.9.2
The Contractor shall maintain at all times during the term of this contract, a 
minimum amount of $3 million per occurrence/$5 million aggregate Commercial 
General Liability insurance, including Contractual Liability.  For General Liability 
insurance, the City of Mesa, their agents, officials, volunteers, officers, elected 
officials or employees shall be named as additional insured, as evidenced by 
providing an additional insured endorsement. 
6.9.3
Automobile liability, bodily injury and property damage with a limit of $1 million 
per occurrence including owned, hired and non-owned autos.
6.9.4
Professional Liability (Errors and Omissions Liability), the Contractor shall 
maintain at all times during the term of this contract, a minimum amount of $1 
million 
per 
occurrence 
Professional 
Liability 
insurance, 
and 
sexual 
abuse/molestation coverage of not less than $2 million.

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6.9.5
The Contractor shall maintain Employers’ Liability insurance at all times during 
the term of this contract at a minimum amount of not less than $1,000,000 for
each accident and $1,000,000 disease coverage for each employee.
6.9.6
The Contractor shall maintain Employment Practices Liability insurance at all 
times during the term of this contract, at a minimum amount of $5 million,
including co-defendant coverage on behalf of the City.
6.9.7
The Contractor shall maintain Crime Insurance at all times during the term of 
this contract, at a minimum amount of $1 million and will cover employee theft,
forgery or alteration; client coverage; and computer and funds transfer fraud.  
The Contractor shall maintain Workers’ Compensation and Employer’s Liability 
insurance to cover obligations imposed by federal and state statute.  The 
responsibility for assignment of Workers Compensation classification codes will 
be the responsibility of the Contractor.  The City will provide job descriptions 
whenever possible to aid in this classification.  Assignment listings in this 
AGREEMENT are not all inclusive of assignments that could be used under this 
contract.
7.
Requirements Contract. Contractor acknowledges and agrees the Agreement is a requirements 
contract; the Agreement does not guarantee any purchases will be made (minimum or maximum).  
Orders will only be placed when the City identifies a need and issues a purchase order or a written 
notice to proceed.  The City reserves the right to cancel purchase orders or a notice to proceed 
within a reasonable period of time of issuance; any such cancellation will be in writing.  Should a 
purchase order or notice to proceed be canceled, the City agrees to reimburse Contractor for any 
actual and documented costs incurred by Contractor.  The City will not reimburse Contractor for 
any avoidable costs incurred after receipt of cancellation including, but not limited to, lost profits, 
shipment of product, or performance of services.  
8.
Notices. All notices to be given pursuant to the Agreement will be delivered to the Contractor as 
listed on Page 1 of this Agreement.  Notice will be delivered pursuant to the requirements set forth 
the Mesa Standard Terms and Conditions that is attached to the Agreement as Exhibit C.
9.
Representations of Contractor. To the best of Contractor’s knowledge, Contractor agrees that: 
a.
Contractor has no obligations, legal or otherwise, inconsistent with the terms of the Agreement 
or with Contractor’s undertaking of the relationship with the City; 
b.
Performance of the services called for by the Agreement do not and will not violate any 
applicable law, rule, regulation, or any proprietary or other right of any third party; 
c.
Contractor will not use in the performance of Contractor’s responsibilities under the Agreement 
any proprietary information or trade secret of a former employer of its employees (other than 
City, if applicable); and 
d.
Contractor has not entered into and will not enter into any agreement, whether oral or written, 
in conflict with the Agreement. 
10.
Mesa Standard Terms and Conditions. Exhibit C to the Agreement is the Mesa Standard Terms 
and Conditions as modified by the Parties, which are incorporated by reference into the Agreement 
as though fully set forth herein.  In the event of any inconsistency between the terms of the 
Agreement and the Mesa Standard Terms and Conditions, the language of the Agreement will 
control. The Parties or a Party are referred to as a “party” or “parties” in the Mesa Standard Terms 
and Conditions.  The Term is referred to as the “term” in the Mesa Standard Terms and Conditions.

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11.
Counterparts and Facsimile or Electronic Signatures. This Agreement may be executed in two 
(2) or more counterparts, each of which will be deemed an original and all of which, taken together, 
will constitute one agreement.  A facsimile or other electronically delivered signature to the 
Agreement will be deemed an original and binding upon the Party against whom enforcement is 
sought.
12.
Incorporation of Recitals and Exhibits.  All Recitals and Exhibits to the Agreement are hereby 
incorporated by reference into the Agreement as if written out and included herein.  In the event of 
any inconsistency between the terms of the body of the Agreement and the Exhibits, the language 
of the Agreement will control. 
Exhibits to this Agreement are the following: 
o
(A) Scope of Work / Detailed Specifications
o
(B) Pricing
o
(C) Mesa Standard Terms and Conditions
o
(D) Vendor Questionnaires
13.
Attorneys’ Fees. The prevailing Party in any litigation arising out of the Agreement will be entitled 
to the recovery of its reasonable attorney’s fees, court costs, and other litigation related costs and 
fees from the other Party.
14.
Additional Acts.  The Parties agree to execute promptly such other documents and to perform 
such other acts as may be reasonably necessary to carry out the purpose and intent of the 
Agreement. 
15.
Headings.  The headings of the Agreement are for reference only and will not limit or define the 
meaning of any provision of the Agreement.

Digitally signed by Edward 
Quedens 
DN: cn=Edward Quedens, 
o=City of Mesa, ou=Business 
Services Department, 
email=ed.quedens@mesaaz.g
ov, c=US 
Location: City of Mesa 
Date: 2018.08.22 11:13:29 
-07'00' 
Adobe Acrobat version: 
2018.009.20050

2018168 Agreement – Marathon Staffing
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EXHIBIT A
SCOPE OF WORK / DETAILED SPECIFICATIONS
1.
INTENT: Establish agreements for recruited and City referred temporary agency worker services 
for non-sworn City and specialty job titles, and for computer-based skills testing services.
2.
BACKGROUND / BRIEF DESCRIPTION:  The City uses temporary agency workers to provide 
services so that the work necessary to be performed by the City can be accomplished on schedule 
and citizen services are provided.
The term “City referred” means the City of Mesa referred a potential worker to the agency for 
possible hiring by the Contractor to fill temporary assignments at the City.  The term “Recruited” 
means the temporary agency searched and found the temporary agency worker.  The term 
“Markup” is the cost factor added to the temporary agency worker’s hourly pay charged to the City 
to cover all Contractor costs.
City of Mesa requests for temporary agency workers are based on the City referred or recruited 
concept.  Temporary agency workers are placed in Groups I – III (both recruited, and City referred) 
based on City of Mesa job titles and pay rates for these workers generally start at five percent (5%) 
less than the lowest pay increment of the City of Mesa pay grade for the job title.  The starting pay 
may be higher with approved department request.
Groups IV and V are used only for non-City job titles in the Arts and Culture, and in the Parks, 
Recreation and Community Facilities Departments and have separate pay rates from those in 
Groups I - III.
The City’s Human Resources Department is responsible for administering and monitoring 
compliance with the contracts awarded for temporary agency workers based on Groups.  Requests 
for recruited and City referred temporary agency workers to fill assignments in Groups I – III are 
coordinated through the Human Resources Temporary Agency Worker Coordinator to ensure 
compliance with requested skill sets and pay.  Groups IV and V temporary agency workers are 
coordinated through the Arts and Culture, and the Parks, Recreation and Community Facilities 
Department Liaisons (Department Liaisons).  
3.
SCOPE OF WORK: The City may have a need for temporary agency workers in a variety of job 
classifications when a short-term need for substitute or additional resources exists and the hiring 
of additional employees is not warranted.  The City will contact the Contractor to fill a requisition for 
such an assignment.  The Contractor will be required to provide a temporary agency worker who 
can fill the assignment requirements as specified on the requisition including requirements for 
licenses and certifications and/or testing.  The Contractor is expected to meet the Minimum 
Qualifications and Insurance Requirements for all assignments as applicable by Group.
The historical information shown below is provided for reference only.  It is not intended to 
be a guarantee of number or type of classifications to be used in the future or amounts to 
be spent in various groups or assignment titles.
Historical Spending for Most Recent Contract Year by Group
Group I Administrative, Group II Light Industrial, Group III Medium Industrial
$3 million
Group IV Non-City Arts & Culture, and Parks, Recreation & Community Facilities 
$1 million
Group IV Arts Specialty Theater Production & Operations 
$660,000
Group V Non-City Parks, Recreation & Community Facilities Specialty Job Titles Camp 
Nurse and Health Assistant – Recruited and/or City Referred
$11,000

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4.
MINIMUM QUALIFICATIONS:
A.
The Contractor must be experienced in recruiting, payroll and invoicing, computer-based 
testing services, and demonstrate compliance with the City’s Standard Terms and 
Conditions, Minimum Qualifications, Detailed Specifications, and administrative, technical, 
and financial requirements as set forth in this Agreement.  Where applicable, the Contractor 
is required to demonstrate successful recruiting tactics that have or will result in a sufficient 
pool of qualified temporary agency workers available for possible assignment to the City.  
To be eligible for consideration for the testing component, the Contractor must be 
experienced in computer based skills testing and demonstrate that they currently test their 
potential employees with this software.  
The temporary agency worker groups covered by this Agreement are categorized as 
follows:
NON-SWORN CITY PAY PLAN ASSIGNMENT TITLES: (See Exhibit 3 of RFP)
x
Group I – Administrative – Recruited and/or City Referred - Can Include Driving
o
Specialty Accounting Assignment Titles (See Exhibit 3-A of RFP)
ƒ
Accountant II
ƒ
Accounting Specialist II
ƒ
Senior Accountant
o
Specialty Human Resources Assignment Titles (See Exhibit 3-B of RFP)
ƒ
Workers’ Compensation Representative
x
Group II – Light Industrial – Recruited and/or City Referred - Can Include Driving
x
Group III – Medium Industrial – Recruited and/or City Referred - Can Include CDL 
Driving 
o
Specialty - Commercial Driving License Requirement by assignment
o
Specialty - Respirator Requirement 
o
Specialty Energy Resources Assignment Title (See Exhibit 3-C of RFP)
ƒ
Lineman
NON-CITY ASSIGNMENT TITLE GROUPS
x
Group IV – Non-City Specialty Assignment Titles – Recruited and/or City Referred 
- Can Include Driving
o
Arts & Culture Assignment Titles (See Exhibit 4 of RFP)
o
Arts– Specialty Theater Production – (See Exhibit 4-A of RFP)
o
Parks, Recreation and Community Facilities Assignment Titles (See Exhibit 5
of RFP)
o
Parks, Recreation & Community Facilities Convention Center Assignment 
Titles (See Exhibit 6 of RFP)
x
Group V – Non-City Parks Recreation & Community Facilities Specialty Job 
Titles – Recruited and/or City Referred Job Titles (See Exhibit 7 of RFP)
B.
CONTRACTOR CONTACT.  In general, the Contractor will not contact, nor accept any 
calls from, any City department other than Human Resources and/or the Temporary 
Agency Worker Department Liaisons in Arts & Culture, and the Parks, Recreation &

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Community Facilities Departments. The exceptions to this rule would be:  a call or email 
in the case of an emergency or calls to send time cards by electronic transmission.
C.
INDEMNIFICATION AND HOLD HARMLESS. The Contractor will be required to hold the 
City harmless and indemnify it for any liability, damages, assessments, penalties, 
judgments, attorney fees, and legal costs, that may be incurred by, or assessed against 
the City with respect to any legal or equitable claims asserted in any forum, either by a 
temporary agency worker assigned to the City by the Contractor, or arising from the acts 
or omissions of any temporary agency worker assigned to the City by the Contractor.
D.
EMPLOYEES OF CONTRACTOR; INDEMNIFICATION AND HOLD HARMLESS.
All 
temporary agency workers assigned must be employees of the Contractor at the time of 
any work assignment to the City.  Temporary agency workers assigned to the City under 
this Agreement will be employees of the Contractor for all purposes and not employees of 
City.  No joint-employment or common law employer-employee relationship is intended or 
created by this Agreement.  Under no circumstances shall the City be considered the legal 
employer of any temporary agency workers placed with City by the Contractor.
The 
Contractor will be responsible for recruiting, interviewing, hiring, screening, assigning, re-
assigning, and terminating the employment of the assigned temporary agency workers.  
The Contractor will retain the ultimate right to supervise, control, and discipline the 
assigned temporary agency workers and to reassign temporary agency workers to work 
for other projects, clients, or customers.  The Contractor will take appropriate action to 
address in a timely manner any performance or conduct problems identified by the City 
relating to the assigned
temporary agency workers through disciplinary action, 
performance counseling, additional training, or replacement.  The Contractor will have sole 
authority to terminate the employment of temporary agency workers assigned to the City 
under this Agreement. The City reserves the right to stop using the services of a temporary 
agency worker at any time and for any reason, including but not limited to the worker’s 
performance, conduct, or qualifications.  The City may or may not request that Contractor 
provide a replacement.  If any of Contractor’s employees assigned to the City as temporary 
workers asserts a claim against the City for wages, employee benefits, unemployment 
benefits, or any other protections or rights afforded to employees under federal, state or 
local law, or if any federal or state agency or court makes a determination that the City is 
the common law employer of any of Contractor’s employees assigned to the City as 
temporary workers, Contractor will indemnify and hold harmless the City for all such claims 
and any resulting or related damages, penalties, assessments, fees, attorney’s fees and/or 
costs.
E.
PRE-EMPLOYMENT REQUIREMENTS.
The Contractor will comply with all pre-
employment requirements. The Contractor will be responsible for complying with all federal 
and state laws, rules and regulations relating to employment of temporary agency workers 
providing services to the City.  The Contractor will verify the eligibility of all temporary 
agency workers to work lawfully in the United States, as a temporary agency worker for 
the City, and in accordance with all applicable state and federal laws, including those 
relating to the employment of aliens (e.g. 8 C.F.R. § 274a.2.).  The Contractor will comply 
with all Federal Immigration laws and regulations that relate to the immigration status of 
their employees and the requirement to use E-Verify set forth in ARS §23-214(A).  
1)
EQUAL EMPLOYMENT OPPORTUNITY EMPLOYER.
The City is an equal 
opportunity employer and, therefore, maintains a policy which prohibits unlawful 
discrimination based on race, color, creed, sex, age, national origin, physical handicap, 
disability, sexual orientation, gender identity, genetic information, or any other 
consideration made unlawful by federal, state, or local laws.  All such discrimination is 
unlawful or contrary to City policy.   Contractor adheres to this policy in its employment 
practices and provision of services.  (See Exhibit G of RFP)
2)
AMERICANS WITH DISABILITIES ACT (ADA).  As employer of the assigned 
temporary agency workers, the Contractor will be responsible for complying with the

2018168 Agreement – Marathon Staffing
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requirements of the ADA as it applies to the assigned temporary agency workers and 
shall reimburse the City for the cost of any reasonable accommodation provided by the 
City for such temporary agency worker.  
3)
FAMILY AND MEDICAL LEAVE ACT (FMLA).
As the employer of the temporary 
agency workers assigned to the City, the Contractor will administer all aspects of the 
FMLA as it relates to their employees.
4)
HEALTH CARE BENEFITS. The Contractor will be solely responsible for compliance 
with the Patient Protection and Affordable Care Act, Public Law 111-148 and the Health 
Care Education Reconciliation Act, Public Law 111-152 (collectively the Affordable 
Care Act “ACA”) and any amendments.
The Contractor is solely responsible for 
providing health care benefits for its employees who provide services to the City as 
required by state or federal law.  The Contractor shall comply with any and all 
requirements put in place by federal Health Care Reform.  The Contractor willfully 
indemnify and hold harmless the City of Mesa from any and all ACA penalties, fees 
and/or assessments in the event any are imposed on the City for non-compliance with 
the ACA.
F.
RECRUITING:
The Contractor must have a database of available temporary agency 
workers in sufficient numbers available for possible assignment to the City.  The Contractor 
will be required to demonstrate successful recruiting tactics that have resulted, or will result, 
in a sufficient active pool of qualified temporary agency workers in the most common job 
titles (See Detailed Specifications 3. Scope of Work, 4. Minimum Qualifications).
1)
EXPERIENCED STAFF.
The Contractor must be experienced to handle the 
requirements and volume of workers for each Group bid.  The Contractor shall assign 
an experienced point of contact to oversee the performance of this contract.
2)
REQUISITION RESPONSE.  The Contractor shall respond to City requests for 
temporary agency workers in a timely manner.  The Contractor must provide a worker 
or resumes of temporary agency workers who meet or exceed the minimum 
qualifications within two (2) working days of the City’s request.  The City reserves the 
right to refer the request to alternate Contractors if the assignment may be difficult to 
fill or for non-timely or unqualified candidate’s response.
3)
QUALIFIED WORKERS. The Contractor shall have a database of potential qualified 
workers in the most common job titles and can fill a requisition with workers that 
possess the skills and training necessary to perform the essential functions and 
requirements of the job they are proposed to be assigned.  In addition, the proposed 
temporary agency worker must have the licenses and certifications required by the job 
description.  The Contractor will determine by testing, interview, references or other 
means whether the candidate possesses the required skillset as specified in the job 
description.  
a)
SCREENING.
Prior to assignment to the City, the Contractor shall adequately 
screen their employees and verify the information provided on the Contractor’s 
employment application, including skills and qualifications, and/or licenses and 
certifications.  
b)
REFERENCE CHECKING.  The Contractor will check at least two (2) business 
references for recruited temporary agency workers to confirm employment history, 
and to the extent possible, rehire eligible status and competency in former 
positions.  Reference checking questions/procedures that are practiced by the 
Contractor should be supplied for the City’s information in the RFP response.  
c)
COMPUTER-BASED SKILLS TESTING. The Contractor must be able to provide 
computer based skills testing of candidates for assignment to the City upon request

2018168 Agreement – Marathon Staffing
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for temporary agency workers prior to such assignment to determine their skill level 
and, when applicable, their proficiency/competence with the various skill 
requirements such as ability to use various computer software:  Microsoft Office 
2010 and 2013:  Word, Excel, Access, etc., or other skills tests such as typing, 10-
key, Accounting, Engineering, etc.  A copy of the testing results shall be sent via 
email to the City’s Human Resources Temporary Agency Worker Coordinator.  The 
Contractor will be solely responsible for the cost of this testing.
A Contractor submitting a bid for computer-based skills testing must be able to test 
candidates as noted above.
d)
RIGHT TO INTERVIEW. The City has the right to interview recruited prospective 
temporary agency workers prior to assignment.  
G.
APPLICATION ADDENDUM: In addition to the Contractor’s application for employment, 
the Contractor will require all temporary agency workers providing services at the City to 
complete and sign an Application Addendum. See Exhibit 9 of RFP.  A copy of the 
Application Addendum form will be submitted to the City for review prior to assignment.
H.
BACKGROUND CHECK: The Contractor will be required to perform a web-based criminal 
background check that complies with the City’s background check policies and guidelines 
on all workers to be assigned to the City.  The cost of these background checks will be at 
the sole expense of the Contractor.  The Contractor will not assign any temporary agency 
worker to the City who has not passed the background check.  The City may also perform 
fingerprint background checks on any temporary agency worker it deems appropriate 
based on assignment.  Prior to a worker beginning an assignment, the Contractor shall 
provide the City with an affidavit attesting that the required background and driver history 
checks and all required drug tests have been performed, and that the worker assigned to 
the City passes all tests under the City’s standards.
Disqualifying offenses are listed in Exhibit 10 of RFP.
I.
FINGERPRINTING:
The Contractor and/or the City may conduct criminal and driver 
history background checks of Contractor’s employees or agents who would physically 
perform services, and/or who will have access to the City’s information, data, and/or 
facilities. Temporary agency workers providing services to the City eighteen (18) years or 
older who would be in contact with minors, disabled, or the homebound will be required to 
fill out a consent form, submit to fingerprinting and successfully complete a full state and 
federal criminal background investigation as directed by the City, at the City’s expense. 
The City shall receive the results of the background investigation, evaluate it and advise 
the Temporary Agency if specific workers are qualified to engage in or continue providing 
City services. The City reserves the right to perform fingerprint background checks on any 
temporary agency worker it deems appropriate based on the assignment.  
J.
NON-DEPARTMENT OF TRANSPORTATION SUBSTANCE ABUSE TESTING:
For 
safety sensitive positions, the Contractor will be required to perform pre-assignment non-
Department of Transportation drug testing to ensure that temporary agency workers who 
provide work to the City are, and remain, drug free and comply with the City’s Alcohol and
Drug Free Workplace policy.  The cost of this drug testing will be at the sole expense of 
the Contractor.  Prior to assignment, the Contractor will certify in an affidavit to the HR 
Coordinator that the Contractor’s employee has successfully passed the drug testing.
Disqualification Guidelines.  Confirmed positive drug test – the presence of any alcohol 
or controlled substance without a prescription.
K.
PRE-ASSIGNMENT DEPARTMENT OF TRANSPORTATION (DOT) SUBSTANCE:
ABUSE TESTING: The Contractor will be required to perform pre-assignment DOT drug 
testing for DOT assignments.  The cost of this drug testing will be at the sole expense of 
the Contractor. The Contractor will not assign any worker to the City who has not passed 
the alcohol, drug and/or controlled substance test.  Prior to assignment, the Contractor will

2018168 Agreement – Marathon Staffing
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certify in an affidavit to the HR Coordinator that the Contractor’s employee has successfully 
passed the drug testing. The City will accommodate a request by the Contractor to drug 
test their employees assigned to the City as temporary agency workers.  
Disqualification Guidelines.  Confirmed positive drug test – the presence of any alcohol 
or controlled substance without a prescription.
L.
DEPARTMENT OF TRANSPORTATION (DOT) RANDOM DRUG TESTING: Depending 
on assignment and requirements of the City, a temporary agency worker may be subject 
to DOT alcohol, drug and/or substance abuse testing while on assignment to the City.
Testing shall be conducted by and at the sole expense of the City and shall include DOT 
post-accident, reasonable suspicion and random testing protocols.  Testing shall be 
performed in accordance with the City's Management Policies regarding substance abuse 
testing and meet all DOT regulations, as applicable.  Temporary agency workers shall 
adhere to the City’s substance abuse policy and all City policies, regulations and guidelines 
relating to the prohibition of the use of alcohol, drugs and/or controlled substances.  
Prior to assignment, the Contractor will certify in an affidavit to the HR Coordinator that the 
Contractor’s employee has successfully passed drug testing.
Disqualification Guidelines.  Confirmed positive drug test – the presence of any alcohol 
or controlled substance without a prescription.
M.
REASONABLE SUSPICION SUBSTANCE ABUSE TESTING: If the City has reasonable 
suspicion to believe a temporary agency worker assigned to the City has consumed and/or 
used any alcohol, drugs or illegal controlled substances while performing work for the City 
in the temporary assignment, or is under the influence of or impaired by alcohol, drugs or 
any controlled substance, including prescription medication, over-the-counter medication 
or a controlled substance authorized for use by the state of Arizona, the City will notify the 
Contractor and reserves the right to immediately remove the worker from the City’s 
premises and discontinue the worker’s services.
Disqualification Guidelines.  Confirmed positive drug test – the presence of any alcohol 
or controlled substance without a prescription.
N.
DRIVING:  When driving is required as part of the assignment, the City shall provide a 
temporary agency worker with a vehicle for use in the performance of the job.  To be eligible 
to provide services as a temporary agency worker in any and all assignments requiring the 
operation of a motor vehicle, an individual must be at least 18 years of age and possess a 
valid Class D Arizona Driver’s License and have current, Arizona compliant insurance for 
their personal vehicle. Some assignments in the Group IV Parks assignments may include 
driving while towing a trailer, or operating a passenger van.  The Contractor will determine 
whether or not driving history information is disqualifying based on the City guidelines.  
Approval to operate a City vehicle may be granted only after the temporary agency has 
certified that the temporary worker has a valid Arizona Class D Driver’s License and the 
Contractor has conducted a 5-year driving history information with the Arizona Motor 
Vehicle Division (MVD) and any out of state MVD agency as applicable, and found that the 
driving history is acceptable based on the City’s driving disqualification guidelines.  Prior to 
assignment, the Contractor will certify in an affidavit to the HR Coordinator that the 
Contractor’s employee has successfully passed the driving history check.
Upon receiving clearance from the Contractor to drive, the temporary agency worker will 
be required to take the defensive driver course mandated by the City Safety Administrator.  
Upon course completion, the Safety Office will notify the HR Coordinator.  The HR 
Coordinator will notify the Contractor when the course completion has been verified and 
the worker is cleared to drive a City vehicle.  The temporary agency worker shall not drive 
a City vehicle under any circumstances until he/she has received this required clearance.
When operating a City vehicle, temporary workers shall comply with all local, state and 
federal laws.

2018168 Agreement – Marathon Staffing
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Disqualification Guidelines. Traffic violations or a conviction for a major offense involving 
the operation of a motor vehicle (e.g. reckless driving, DUI, etc.) in the five (5) year period 
immediately preceding the assignment will be disqualifying. Drivers shall immediately 
report any revocation, cancellation, or suspension of their driver’s license to their Agency 
and the supervisor of the department to which the temporary agency worker is assigned.  
The supervisor of the department will notify the HR Coordinator.  The temporary agency 
worker shall not operate a City vehicle while their license is revoked, cancelled, or 
suspended.  
O.
GROUP III – COMMERCIAL DRIVER’S LICENSE (CDL):
Individual(s) considered for 
temporary agency worker assignments requiring a CDL must have a valid CDL prior to 
assignment.  The temporary agency worker is solely responsible for the cost of obtaining 
and maintaining the CDL.  Obtaining the required CDL shall be at the sole cost and 
expense of the temporary agency worker.  Temporary agency workers providing services 
to the City in assignments requiring a CDL will be subject to DOT Drug and Alcohol 
regulations (49 CFR Part 40 and 382) and Arizona statutes relating to CDL’s.  The 
Contractor, if capable, will manage the requirements of the CDL and required random 
testing components.
Contractor shall meet the requirements 49 CFR PART 391 when establishing the 
qualification of a temporary agency worker assigned to provide services requiring a CDL.
Commercial Driving History Disqualification Guidelines.  Traffic violations or a 
conviction for a major offense involving the operation of a motor vehicle (e.g. reckless 
driving, DUI, etc.) in the five (5) year period immediately preceding the assignment will be 
disqualifying.
After assignment to the City, drivers shall immediately report any revocation, cancellation, 
or suspension of their driver’s license to their Agency and the supervisor of the department 
to which the temporary agency worker is assigned.  The supervisor of the department will 
notify the HR Coordinator.  The temporary agency worker shall not operate a City vehicle 
while their license is revoked, cancelled, or suspended.  If a temporary agency worker is in 
an assignment where commercial driving is required and the temporary agency worker’s 
CDL license is disqualified, cancelled or suspended, the City reserves the right to stop 
using the services of the temporary agency worker and/or to request Contractor to assign 
a new worker.  
Temporary agency workers who hold a commercial driver license (CDL) may have their 
CDL disqualified for a specified amount of time if they are convicted of certain offenses. A 
list of the most common types of convictions with the disqualification period is provided in 
the table below.  An individual may also be disqualified from operating a commercial motor 
vehicle if the CDL holder has been convicted of certain types of moving violations in their 
personal vehicle.  
Commercial Driver License (CDL) Disqualifications
Conviction
Disqualification Period
Alcohol, leaving the scene of an accident 
Using vehicle in a non-drug felony
1st conviction 1 year disqualification
2nd conviction life disqualification 
1st conviction CDL holder with hazmat 
endorsement 3 year disqualification
2nd conviction CDL holder with hazmat 
endorsement life disqualification
Two serious traffic violations (i.e. excessive 
speeding, reckless driving, improper or erratic lane 
60 days

2018168 Agreement – Marathon Staffing
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Commercial Driver License (CDL) Disqualifications
Conviction
Disqualification Period
changes, following too closely, etc.) within three 
years
Three serious traffic violations (i.e. excessive 
speeding, reckless driving, improper or erratic lane 
changes, following too closely, etc.) within three 
years
120 days
Railroad-highway grade crossing violations
60 days for first offense; 120 days for 
second offense within 3 years; at least 1 
year for third offense within 3 years
Using a motor vehicle in the commission of a felony
Lifetime
P.
ARIZONA STATE RETIREMENT SYSTEM (ASRS) CHECK: As of July 1, 2012, SB 1609 
required all Arizona State Retirement System (ASRS) employers to remit alternate 
contributions for each ASRS retiree who returned to work in any capacity in a position that 
would be considered an employee position of the ASRS employer.  Regardless of whether 
the retiree works one (1) hour per day or forty (40) hours per week, the Alternate 
Contribution Rate (ACR) applies.  The City is an ASRS employer.  Therefore, the 
Contractor will be required to supply to the City the newly assigned temporary agency 
worker’s name, job title, date of birth and Social security number for those placed at the 
City to check the ASRS website to determine retiree status.  The City will notify the 
Contractor if the temporary agency worker is an ASRS retiree or not.  If the temporary 
agency worker is an ASRS retiree, the Contractor will report to the City on a biweekly basis 
the compensation, gross salary, or contract fee of the ASRS retiree per A.R.S. §38-766.02.  
The Contractor will notify the temporary agency worker of this requirement (See Exhibit 11
of RFP).
1)
The Contractor will provide a weekly listing of new temporary agency workers assigned 
to the City including Employee Name, SSN, and DOB to the HR Contract Administrator 
to check in the ASRS database to determine ASRS retiree status.  The HR Contract 
Administrator will report retiree status to the agency for each submission.  
2)
The Contractor will provide a timecard to the ASRS retiree that will include the 
information needed for the City reporting to the ASRS.  (See Exhibit 11-A of RFP).
3)
The Contractor will provide a Biweekly Gross Payroll report for all ASRS retirees 
providing services as temporary agency workers in Groups I – III to the HR Contract 
Administrator and the City’s Payroll office.  This Biweekly Gross Payroll Report for 
ASRS retirees will include the following information:  SSN, Employee Name, DOB 
Gross Biweekly Payroll, and the following information provided by the using 
department on the weekly timecard to the Contractor:  Dept., Unit, Subunit, Fund, Sub 
Fund, Activity, Sub Activity, Appropriation, Program, and Phase, Grant Funded Yes or 
No.  (See Exhibit 11-B of RFP) The City will remit the required contribution to ASRS at 
the City’s expense.
Q.
COMPENSATION: The Contractor will by solely responsible for compensating temporary 
agency workers assigned to the City, including but not limited to, providing any benefits to 
their employees as required by law.  The Contractor will be responsible for implementing 
all income tax withholding and reporting requirements under federal, state, and/or 
municipal law.  The Contractor agrees that its employees assigned to provide work to the

2018168 Agreement – Marathon Staffing
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City are employees of Contractor and not the City.  If any taxing authority disputes this fact, 
Contractor will indemnify the City for any tax liability, interest and penalties.  Any tax liability, 
interest, and/or penalties are Contractor’s sole responsibility.
The Contractor shall be responsible for all accounting and payroll functions in connection 
with the services it provides, including preparing and maintaining records of deductions 
and state and federal taxes, W-2’s, etc. The City disclaims any responsibility for payment 
of any benefits, taxes, insurance or any other compensation other than the amount(s) 
stated within this Agreement.
The Contractor is further responsible for maintaining adequate workers compensation 
coverage as required by law.  The City will not compensate temporary agency workers 
directly for their services.  The City will not provide benefits of any kind (including, but not 
limited to, disability, unemployment, retirement, affordable health care insurance, workers 
compensation insurance or other benefits) to temporary agency workers assigned to the 
City by the Contractor.  If any Contractor’s employee assigned to the City as a temporary 
worker asserts a claim against the City for wages, employment benefits, unemployment 
benefits or any other protections or rights afforded to employees under federal, state or 
local law, or if any state or federal agency or court makes a determination that the City is 
the common-law employer of any of Contractor’s employees assigned to the City as a 
temporary worker, Contractor shall indemnify and hold harmless the City for all such claims 
and any resulting or related damages, penalties, assessments, fees, attorneys’ fees and/or 
costs. 
1)
FLSA AND AZ WORKER COMPENSATION LAW.
The Contractor shall agree to 
compensate its employees in accordance with Fair Labor Standards Act and the 
Arizona Worker Compensation Law.
2)
MINIMUM HOURS.  If a temporary agency worker is requested by the City and then 
sent home by the City upon arrival, the City will pay Contractor the minimum number 
of hours and markup required by this Agreement, not to exceed four (4) hours.  The 
City will not make any payment to Contractor for temporary agency workers sent to the 
City who were not requested by the City.
3)
OVERTIME.
Temporary agency workers generally will not be permitted to work 
overtime, as that term is defined under the Fair Labor Standards Act.  If the City needs 
a temporary agency worker to work overtime, the HR Coordinator or the Department 
Liaison to the Arts and Culture and Parks, Recreation and Community Facilities 
Departments will communicate the request to Contractor.  The Contractor will
determine and notify the City if the worker is available and able to work overtime.  The 
Contractor shall pay the worker for all hours worked and any overtime in accordance 
with the Fair Labor Standards Act (FLSA) after forty (40) hours in a week for 
assignments that are non-exempt, as provided by the FLSA, during the period from 
Monday at 12:01 a.m. to Sunday at 12:00 midnight to correspond with the City’s pay 
periods. 
4)
STAND-BY AND CALL-OUT PAY. In some assignments a temporary agency worker 
may be required to respond to service emergencies in a timely and efficient manner.  
As such, certain temporary agency workers may be designated to be on “stand-by” or 
“on-call” and may be called-out to respond to an emergency.  “Emergencies” arise on 
a case-by-case basis and can generally be defined as any call that needs to be 
immediately addressed and cannot wait until the next business day.  City management 
reserves the right to declare emergencies as required.  In some departments, such 
emergency calls come in after regular business hours and demand immediate attention 
(e.g., water main leak or traffic signals that are out).  The Contractor must be able to 
accommodate stand-by pay in their payroll system of one (1) hour of straight time (even 
if the worker has forty (40) regular hours) during the same pay week.  Further, if the

2018168 Agreement – Marathon Staffing
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approved worker is called out to work, call-out pay will be billed at one and one-half (1
½) times the regular pay for the hours called out.  The temporary agency worker will 
indicate the separate stand-by and/or call-out pay on their timecard(s).
5)
HOLIDAY PAY. A temporary agency worker may be called to provide services on 
regular City holidays.  The City will not have temporary agency workers work on a City 
holiday unless the specific assignment requires work on a given holiday.  Temporary 
agency workers required to work on a City holiday will be paid at a straight-time rate.  
Temporary agency workers will not be compensated for holiday hours not worked.  
6)
PAY CHECKS.  Contractor will provide pay checks on a weekly or biweekly basis as 
determined by Group.  The Contractor shall compensate temporary agency workers in 
accordance with Fair Labor Standards Act and the Arizona Worker Compensation Law.  
The Contractor may mail pay checks, provide direct deposit and electronic advice, or 
debit card.  The City will not distribute Contractor’s pay checks.  For recruited and City 
referred positions in Groups I, II, III, the Contractor shall pay the temporary agency 
workers weekly, in a manner to be determined by the Contractor.  
For positions in Groups IV and V, the Contractor shall pay the temporary agency 
workers biweekly, in a manner to be determined by the Contractor.  During an average 
biweekly period approximately one hundred fifty (150) temporary agency workers may 
be paid.  During peak times, the maximum may increase to approximately two hundred 
(200+) temporary agency workers.  Note:  Pay for these employees may be minimal in 
terms of hours worked for the biweekly period.  
7)
MANUAL PAYCHECK REQUIREMENT. When the City requests that a manual pay 
check be issued due to an error/omission on the City’s part, a fee may be charged.  
Submit fee schedule and time frame to issue a manual check.
R.
TIME CARDS, INVOICING, REPORTING AND RECORDS:
The Contractor will be 
required to comply with all invoicing and reporting requirements in a timely manner as 
specified by this Agreement.  The City will pay the Contractor within thirty (30) days after 
receipt of a proper invoice.  
1)
Time Cards. The Contractor must provide a way to report time worked.  
a.
Each temporary agency worker providing services shall maintain time records daily 
and, at the end of each weekly or biweekly time period, the hours of work shall be 
submitted for approval by the City.  These time records shall serve as the basis for 
the Contractor's billing.  The Contractor will require the temporary agency worker 
to indicate the separate stand-by and/or call-out pay on their timecard(s) when 
applicable.  Time Cards should be able to be submitted via fax, email, drop off, or 
portal.
b.
GROUPS IV – V SPECIAL TIME CARD REQUIREMENTS. The Contractor must 
be able accept Groups IV and V temporary agency worker timecards from COM 
via spreadsheet upload, email or fax.  Temporary agency workers in Group IV will 
provide the time record for their services biweekly to the City.  This information will 
be verified by the City and faxed to the Department Liaison.  This time record will 
be consolidated by the Department Liaison on the recap and electronically 
transmitted to the Contractor.  The paper copies will be provided to the Department 
Liaison for delivery, scan or pickup by the Contractor for verification with the 
electronic recap. It is important for Group IV Department Liaisons to be able to 
consolidate biweekly time worked data and supply to the Contractor by Tuesday 
for processing and checks to the employees on Friday.  Contractor should submit 
their electronic method description, software used, and requirements information 
with proposal.  Verification of electronic time input will be handled by the Contractor 
with the use of the batch recap sheets supplied by the Group IV Departments.

2018168 Agreement – Marathon Staffing
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Time records for Groups IV and V temporary agency workers will be submitted 
electronically biweekly to the Contractor by the Arts and/or Parks Department 
Liaisons and this shall serve as the basis for the Contractor's invoices.  Currently 
the file transmission is via e-mail in a Microsoft Excel spreadsheet (See Exhibit K
of RFP).  It is important for the Department Liaisons to be able to consolidate 
biweekly time worked data and supply to the Contractor by Tuesday for processing 
and checks to the employees on Friday.
The paper documentation for Groups IV and V temporary agency workers will be 
delivered, scanned, or picked up by the Contractor for verification of the electronic 
record (match time cards with electronic record) before invoices and checks are 
printed.  Verification of electronic time input will be handled by the Contractor with 
the use of the batch recap sheets supplied by the Group IV and V Departments.  
(See Exhibit 12-A and 12-B of RFP)
Contractor should detail electronic method description, payroll software or 
company used, and requirements information with proposal to accept and verify 
these time cards.  
c.
GROUP IV – Arts Specialty – Theater Production.  Contractor must be able to 
accept an Excel spreadsheet or report for upload of worker’s time.  In addition, 
Contractor must be able to provide an invoice based on show/event.  The 
temporary agency worker may have different assignments at different pay rates 
for various shows within the same week. (See Exhibit 13-A of RFP)
2)
Invoices.  The Contractor must maintain complete and accurate accounting records 
to substantiate all charges and provide accurate invoices weekly, biweekly, as 
applicable by Group.  Invoices and recap statements must be generated, segregated 
by Group and submitted for payment as applicable by Group.  (See Exhibit 14 – 15 of 
RFP)
a.
Invoices must be generated and segregated by Group (I – III, IV, V).  Invoices must 
include: Dates of Service, Group, City Department, Unit Number, Activity Number 
(if needed), ordered in alphabetical order by Last Name, First Name, (if more than 
one name per invoice for the same department), Assignment Title, Pay Rate, Bill 
Rate, Hours Worked, Stand-By and Call-Out Pay, Overtime Hours, and Total Cost.  
Department number, Unit number and Activity (if provided) are required. 
In addition, when applicable, Contractor can report stand-by and call-out pay as a 
separate line item on the invoice.  Temporary agency workers approved for stand-
by pay will be paid stand-by pay of one hour of straight time (even if the worker 
has forty (40) regular hours) during the same pay week.  Further, if the approved 
worker is called out to work, call-out pay will be paid at one and one-half (1 ½)
times the regular pay for the hours called out.
b.
Group IV Arts Specialty Theater. Contractor must be able to provide an invoice 
following an event/show at the Mesa Arts Center for this Group.  In addition to the 
standard invoice items in “a” above, the invoice must be able to include show/event 
and the different job titles and pay rates for the same employee in the same week.  
(See Exhibit 13-A of RFP)
c.
Invoices, timecard backup documentation, and a recap of all charges for Groups I 
- III may be sent via e-mail to the Human Resources Temporary Agency Worker 
Coordinator.
d.
For Groups IV and V invoices, timecards, backup documentation and a recap are 
to be delivered or provided electronically to the Department Liaisons (Arts & 
Culture or Parks as applicable) for verification and distribution.  In addition, the 
recap must be sent via email to the Human Resources Temporary Agency Worker

2018168 Agreement – Marathon Staffing
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Coordinator.  This should be coordinated with Human Resources upon contract 
award.
3)
Reports
a.
Invoices Recap.  Along with the invoices, the Contractor must provide a recap of 
all the invoices sent in alphabetical order by Group.  Items to be included on the 
recap are:  Department, Unit, Activity, Worker’s Name, Position Title, Hours, OT 
Hours, Stand by Hours/Pay, Call out Hours/Pay, Bill Rate, Pay Rate, Total 
Employee, Grand Total and Invoice #. (See Exhibit 14-15 of RFP)
b.
Aging Invoices Report.  The Contractor will provide a monthly aging report 
indicating unpaid invoices of thirty (30), sixty (60), and ninety (90) days to the City 
Human Resources Office to ensure that invoices are being processed by the City 
for payment without delay.  The City Human Resources Office will follow up with 
the Contractor for copies of unpaid invoices and with the department to expedite 
any overdue payments. Aging invoices report or can create with the following 
criteria.  Department, unit, Invoice Date, Invoice #, Invoice $ (See Exhibit 15 of 
RFP). Segregate Groups IV and V as separate groups.
S.
FORMER CITY EMPLOYEE. If a proposed temporary agency worker is a former City of 
Mesa employee, the HR Coordinator must be notified to determine the former City 
employee’s eligibility for placement as a temporary agency worker. 
T.
HIRING OF TEMPORARY AGENCY WORKERS AS CITY EMPLOYEES. The Contractor 
will not be entitled to any referral or placement fees from the City in the event the City hires 
a temporary agency worker as a City employee regardless of the duration of service 
provided by the temporary agency worker to the City.  
U.
TRANSITION BETWEEN CONTRACTORS. If the Contractor’s Agreement is not renewed 
or awarded a new Agreement at the end of the contract term, the Contractor shall continue 
to perform in accordance with the requirements of the Agreement, up to the date of 
termination, as directed in the termination notice.  The new winning Contractor will assume 
carryover of City referred temporary agency workers from the former Contractor as 
necessary.  Workers recruited by the former Contractor shall remain employees of the 
former Contractor until current assignment ends.  If the temporary agency worker desires 
to continue to provide services to the City for any future temporary assignments, the 
temporary agency worker must become an employee of the new Contractor.  
Transition meetings may require evenings and/or weekend times to allow for an orderly 
transition of temporary agency workers between Contractors.
V.
INFORMATION SECURITY.
The Contractor must have established and maintain 
procedures and controls that are acceptable to the City for the purpose of ensuring that no 
information contained in the City’s records or obtained from the City or from others in 
carrying out the City’s functions under a contract resulting from this Agreement shall be 
used by or disclosed by Contractor, its agents, officers, employees, including temporary 
agency workers assigned to the City, except as required to efficiently perform duties under 
the contract.  Any security failure or breach of Contractor computer systems or databases 
shall be immediately reported to the City.
W.
PUBLIC RECORDS.
By providing services under this Agreement, the Contractor 
understands that information regarding the Agreement or individual temporary agency 
workers may be required to be disclosed by the City if a public records request is made 
pursuant to Arizona Revised Statutes Sections 39-121 et seq.  
X.
RULES AND POLICIES. Temporary agency workers should be treated in accordance with 
City values and are expected to comply with all City policies which apply to guests on City 
premises (examples:  smoking, alcohol and drug use, weapons in City buildings, and 
workplace violence).  The City reserves the right to discontinue the services of any worker 
for any actions by the worker which would be deemed a violation of the City’s rules or

2018168 Agreement – Marathon Staffing
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policies if the worker were an employee of the City.
1)
Workplace Harassment and Discrimination. The City does not tolerate harassment 
or discriminatory behavior toward any individual, including temporary agency workers, 
based on that individual’s race, color, religion, age, disability, national origin, sex, 
sexual orientation or any other protected basis.  Complaints asserted by temporary 
agency workers relating to harassment, discrimination or retaliation will be 
communicated to the Contractor representative who will notify the HR Coordinator for 
appropriate action and/or investigation.  The City will promptly notify the Contractor of 
any complaints against temporary agency workers and the results of the City’s 
investigation.  The City reserves the right to discontinue the services of any worker 
found to have engaged in harassment, discrimination or retaliation.
2)
Oversight.  Temporary agency workers will be expected to be professional and comply 
with all federal, state, and local laws at all times in performing services for the City.  
Performance, discipline, and other employment related issues will be referred to the 
Contractor for resolution.  The City reserves the right to discontinue the services of any 
worker that exhibits unprofessional conduct or violates any federal, state or local law. 
Y.
TRAINING.
Temporary agency workers are not eligible for City sponsored training to 
improve their skillset.  Temporary agency workers assigned to the City will not be permitted 
to take City training courses offered by the Human Resources Department’s Personnel 
Training Unit or the Information Technology Department, except to the extent required to 
perform the temporary assignment.  Temporary agency workers may be required to take 
Safety Services courses.  Training will be required for driving assignments.  If a temporary 
agency worker is required to attend any training provided by the City, the temporary agency 
worker will be compensated at the rate designated by the worker’s job description while 
attending the training.  
Z.
CITY PROPERTY
1)
Equipment. Equipment provided by the City necessary for a temporary agency worker 
to perform his or her work assignment shall not be removed from the work site at any 
time.  
2)
Identification Card.  Temporary agency workers will be issued an identification card 
and, when necessary with department approval, a building access card identifies the 
temporary agency worker as such and allows entry into the designated facility(ies) 
during authorized hours.  The temporary agency worker will be required to wear the 
City identification badge at all times while providing services for the City with the photo 
and name visible.  The identification card and/or building access card shall not be 
loaned to any other person.  The identification card shall not be altered in any manner, 
including attachment of pins or stickers to the surface.  Lost identification cards shall 
be reported immediately to the Municipal Security Office.  
3)
Uniforms. Temporary agency workers will be expected to report for duty in acceptable 
business attire or uniform (when required) with any specified safety or protective gear 
required, such as gloves, safety shoes, safety glasses, etc., and wearing the City 
provided identification badge.  Safety shoes will not be provided as equipment.  The 
City will not provide clothing for temporary agency workers unless business necessity 
requires otherwise (City-Provided T-shirt:  Group IV).  All required clothing and 
footwear worn by temporary agency workers shall meet the requirements of the 
Occupational Safety and Health Act (OSHA) and/or the City.  
4)
Parking. Temporary agency workers will park in designated locations as specified by 
the City when reporting for duty.
5.
MULTIPLE BIDS/AWARDS:
Contractors are not required to bid multiple groups; however, 
preference may be given to Contractors who bid and can provide services for multiple groups.  The 
City reserves the right to award contracts to multiple Contractors for each recruited group to ensure

2018168 Agreement – Marathon Staffing
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that the City can fulfill current and future requirements.  The actual utilization of any contract will be 
at the sole discretion of the City.  Alternate Contractors may be used at the discretion of the City to 
fulfill the City’s needs.
6.
DEFAULT / TERMINATION FOR CAUSE AGREEMENT:  In addition to the items noted in the 
Standard Terms and Conditions 16. Default, A Contractor will be in default and the City may 
terminate the agreement for cause upon the occurrence of any one or more of the following:
a.
Contractor fails to perform pursuant to the terms of the agreement or fails to carry out any 
term, promise, or condition of the agreement; 
b.
Contractor fails to complete the required work or fails to perform required services within 
the time frame stipulated;
c.
Contractor fails to obtain and/or keep any required bonds and/or insurance policies in full 
force and effect at all times during the term of the contract;
d.
Contractor fails to provide any term, promise, condition or services that meet contract
requirements; 
e.
Contractor conducts business in an unethical or illegal manner; or disregards laws, 
ordinances, rules, regulations or orders of any public body having jurisdiction;
f.
Contractor has a breach of computer database records or personnel file resulting in 
disclosure of personal identifying information;
g.
Contractor does not maintain a credit line large enough to allow for weekly paychecks to 
be distributed and paid to the temporary agency workers; 
h.
Contractor has two (2) or more separate instances of non-sufficient checks for temporary 
agency workers assigned to the City;
i.
Contractor becomes insolvent or is a party to any voluntary bankruptcy or receivership 
proceeding, makes an assignment for the benefit of creditors, 
j.
Contractor is the subject of a petition for involuntary bankruptcy;
k.
Contractor has a trustee or receiver is appointed for Contractor or for any of Contractor’s 
property; or
l.
Contractor files a petition to take advantage of any debtor’s act, or to reorganize under the 
bankruptcy or similar laws, or there is any similar action that affects Contractor’s capability 
to perform under the Agreement.

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Program Description and Method of Approach

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EXHIBIT B 
PRICING
Pursuant to all the contract specifications enumerated and described in this Agreement, Contractor agrees
to furnish temporary agency worker services and/or computer-based skills testing to the City of Mesa at the 
price(s) stated below.
MARKUP PRICING BY GROUP
Company Name:  Marathon Staffing Corporation, Inc.
Group I Administrative
Recruited Markup 
29%
Group I Administrative
Specialty Accounting 
Assignments 
Recruited Markup
29%
Group I Administrative 
Specialty Human 
Resources Assignments
Recruited Markup 
29%
Group I Administrative
City Referred Markup
25%
Group II 
Light Industrial
Recruited Markup
29%
Group II Light Industrial 
Specialty Driving Requirement Assignments
Recruited Markup
33%
Group II
Light Industrial
City Referred Markup
25%
Group IV – Non-City Position Titles (Arts, PRCF)
Recruited Markup 
31%
City Referred Markup
25%
Group V – Camp Nurse & Health Assistant 
Recruited Markup
34%
Group V 
City Referred Markup
25%
OTHER PRICING
Manual Pay Check
$0.00 per check
Skills-Based Computer Testing – Detail if candidate will be limited in tests to be 
given and/or if cost per test or per candidate
$0.00 per test
$0.00 per candidate 
unlimited testing
Payment Terms: Payment Due N30.

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EXHIBIT C
MESA STANDARD TERMS AND CONDITIONS
1.
INDEPENDENT CONTRACTOR. It is expressly understood that the relationship of Contractor to 
the City will be that of an independent contractor.  Contractor and all persons employed by 
Contractor, either directly or indirectly, are Contractor’s employees, not City employees.  
Accordingly, Contractor and Contractor’s employees are not entitled to any benefits provided to 
City employees including, but not limited to, health benefits, enrollment in a retirement system, paid 
time off or other rights afforded City employees.  Contractor employees will not be regarded as City 
employees or agents for any purpose, including the payment of unemployment or workers’ 
compensation.  If any Contractor employees or subcontractors assert a claim for wages or other
employment benefits against the City, Contractor will defend, indemnify and hold harmless the City 
from all such claims.
2.
SUBCONTRACTING.
Contractor may not subcontract work under this Agreement without the 
express written permission of the City.  If Contractor has received authorization to subcontract work, 
it is agreed that all subcontractors performing work under the Agreement must comply with its 
provisions. Further, all agreements between Contractor and its subcontractors must provide that 
the terms and conditions of this Agreement be incorporated therein.
3.
ASSIGNMENT.
This Agreement may not be assigned either in whole or in part without first 
receiving the City’s written consent.  Any attempted assignment, either in whole or in part, without 
such consent will be null and void and in such event the City will have the right at its option to 
terminate the Agreement.  No granting of consent to any assignment will relieve Contractor from 
any of its obligations and liabilities under the Agreement.
4.
SUCCESSORS AND ASSIGNS, BINDING EFFECT.  This Agreement will be binding upon and 
inure to the benefit of the parties and their respective permitted successors and assigns.
5.
NO THIRD-PARTY BENEFICIARIES.  This Agreement is intended for the exclusive benefit of the 
parties.  Nothing set forth in this Agreement is intended to create, or will create, any benefits, rights, 
or responsibilities in any third parties. 
6.
NON- EXCLUSIVITY. The City, in its sole discretion, reserves the right to request the materials or 
services set forth herein from other sources when deemed necessary and appropriate.  No 
exclusive rights are encompassed through this Agreement.
7.
AMENDMENTS.  There will be no oral changes to this Agreement.  This Agreement can only be 
modified in a writing signed by both parties.  No charge for extra work or material will be allowed 
unless approved in writing, in advance, by the City and Contractor.
8.
TIME OF THE ESSENCE.  Time is of the essence to the performance of the parties’ obligations 
under this Agreement.
9.
COMPLIANCE WITH APPLICABLE LAWS.
a.
General.
Contractor must procure all permits and licenses, and pay all charges and fees 
necessary and incidental to the lawful conduct of business. Contractor must stay fully informed 
of existing and future federal, state, and local laws, ordinances, and regulations that in any 
manner affect the fulfillment of this Agreement and must comply with the same at its own 
expense. Contractor bears full responsibility for training, safety, and providing necessary 
equipment for all Contractor personnel to achieve throughout the term of the Agreement. Upon 
request, Contractor will demonstrate to the City's satisfaction any programs, procedures, and 
other activities used to ensure compliance.   
b.
Drug-Free Workplace.
Contractor is hereby advised that the City has adopted a policy 
establishing a drug-free workplace for itself and those doing business with the City to ensure 
the safety and health of all persons working on City contracts and projects.  Contractor will 
require a drug-free workplace for all Contractor personnel working under this Agreement.  
Specifically, all Contractor personnel who are working under this Agreement must be notified 
in writing by Contractor that they are prohibited from the manufacture, distribution,

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dispensation, possession, or unlawful use of a controlled substance in the workplace.  
Contractor agrees to prohibit the use of intoxicating substances by all Contractor personnel, 
and will ensure that Contractor personnel do not use or possess illegal drugs while in the course 
of performing their duties.
c.
Federal and State Immigration Laws.
Contractor agrees to comply with the Immigration 
Reform and Control Act of 1986 (IRCA) in performance under this Agreement and to permit the 
City and its agents to inspect applicable personnel records to verify such compliance as 
permitted by law.  Contractor will ensure and keep appropriate records to demonstrate that all 
Contractor personnel have a legal right to live and work in the United States.
i.
As applicable to Contractor, under the provisions of A.R.S. § 41-4401, Contractor hereby 
warrants to the City that Contractor and each of its subcontractors will comply with, and 
are contractually obligated to comply with, all federal immigration laws and regulations that 
relate to their employees and A.R.S. § 23-214(A) (hereinafter “Contractor Immigration 
Warranty”).
ii.
A breach of the Contractor Immigration Warranty will constitute as a material breach of this 
Agreement and will subject Contractor to penalties up to and including termination of this 
Agreement at the sole discretion of the City.
iii.
The City retains the legal right to inspect the papers of all Contractor personnel who provide 
services under this Agreement to ensure that Contractor or its subcontractors are 
complying with the Contractor Immigration Warranty. Contractor agrees to assist the City 
in regard to any such inspections.
iv.
The City may, at its sole discretion, conduct random verification of the employment records 
of Contractor and any subcontractor to ensure compliance with the Contractor Immigration 
Warranty. Contractor agrees to assist the City in regard to any random verification 
performed.
v.
Neither Contractor nor any subcontractor will be deemed to have materially breached the 
Contractor Immigration Warranty if Contractor or subcontractor establishes that it has 
complied with the employment verification provisions prescribed by Sections 274A and 
274B of the Federal Immigration and Nationality Act and the E-Verify requirements 
prescribed by A.R.S. § 23-214 (A).
d.
Nondiscrimination. Contractor understands and acknowledges that it is the policy of the City 
of Mesa to promote non-discrimination.  As such, Contractor represents and warrants that it 
does not discriminate against any employee or applicant for employment or person to whom it 
provides services because of race, color, national origin, age, disability, religion, sex, sexual 
orientation, gender identity and expression, veterans’ status, marital status, or genetic 
information, and represents and warrants that it complies with all applicable federal, state, and 
local laws and executive orders regarding employment. Contractor and Contractor’s personnel 
will comply with applicable provisions of Title VII of the U.S. Civil Rights Act of 1964, as 
amended, Section 504 of the Federal Rehabilitation Act, the Americans with Disabilities Act 
(42 U.S.C. § 12101 et seq.), and applicable rules in performance under this Agreement.
e.
State Sponsors of Terrorism Prohibition.  Per A.R.S. § 35-392, Contractor must not be in 
violation of section 6(j) of the Federal Export Administration Act and subsequently prohibited 
by the State of Arizona from selling goods of services to the City.
10.
SALES/USE TAX, OTHER TAXES.
a.
Contractor is responsible for the payment of all taxes including federal, state, and local taxes 
related to or arising out of Contractor’s services under this Agreement, including by way of 
illustration but not limitation, federal and state income tax, Social Security tax, unemployment 
insurance taxes, and any other taxes or business license fees as required.  If any taxing 
authority should deem Contractor or Contractor employees an employee of the City, or should 
otherwise claim the City is liable for the payment of taxes that are Contractor’s responsibility

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under this Agreement, Contractor will indemnify the City for any tax liability, interest, and 
penalties imposed upon the City.  
b.
The City is exempt from paying certain federal excise taxes and will furnish an exemption 
certificate upon request. The City is not exempt from state and local sales/use taxes.
11.
AMOUNTS DUE THE CITY. Contractor must be current and remain current in all obligations due 
to the City during the performance of services under the Agreement.  Payments to Contractor may 
be offset by any delinquent amounts due the City or fees and charges owed to the City.
12.
PUBLIC RECORDS. Contractor acknowledges that the City is a public entity, subject to Arizona’s 
public records laws (A.R.S. § 39-121 et. seq.) and that any documents related to this Agreement 
may be subject to disclosure pursuant to state law in response to a public records request or to 
subpoena or other judicial process. 
12.1.
If Contractor believes document related to the Agreement contains trade secrets or other 
proprietary data, Contractor must notify the City and include with the notification a statement 
that explains and supports Contractor’s claim.  Contractor also must specifically identify the 
trade secrets or other proprietary data that Contractor believes should remain confidential. 
12.2.
In the event the City determines it is legally required to disclose pursuant to law any 
documents or information Contractor deems confidential trade secrets or proprietary data, 
the City, to the extent possible, will provide Contractor with prompt written notice by certified 
mail, fax, email or other method that tracks delivery status of the requirement to disclose the 
information so Contractor may seek a protective order from a court having jurisdiction over 
the matter or obtain other appropriate remedies. The notice will include a time period for 
Contractor to seek court ordered protection or other legal remedies as deemed appropriate 
by Contractor. If Contractor does not obtain such court ordered protection by the expiration 
of said time period, the City may release the information without further notice to Contractor.
13.
AUDITS AND RECORDS. Contractor must preserve the records related to this Agreement for six 
(6) years after completion of the Agreement.  The City or its authorized agent reserves the right to 
inspect any records related to the performance of work specified herein.  In addition, the City may 
inspect any and all payroll, billing or other relevant records kept by Contractor in relation to the 
Agreement.  Contractor will permit such inspections and audits during normal business hours and 
upon reasonable notice by the City.  The audit of records may occur at Contractor’s place of
business or at City offices, as determined by the City.
14.
BACKGROUND CHECK.  The City may conduct criminal, driver history, and all other requested 
background checks of Contractor personnel who would perform services under the Agreement or 
who will have access to the City’s information, data, or facilities in accordance with the City’s current 
background check policies.  Any officer, employee, or agent that fails the background check must 
be replaced immediately for any reasonable cause not prohibited by law.
15.
SECURITY CLEARANCE AND REMOVAL OF CONTRACTOR PERSONNEL.  
The City will 
have final authority, based on security reasons: (i) to determine when security clearance of 
Contractor personnel is required; (ii) to determine the nature of the security clearance, up to and 
including fingerprinting Contractor personnel; and (iii) to determine whether or not any individual or 
entity may provide services under this Agreement.  If the City objects to any Contractor personnel 
for any reasonable cause not prohibited by law, then Contractor will, upon notice from the City, 
remove any such individual from performance of services under this Agreement.
16.
DEFAULT.
a.
A party will be in default if that party:
i.
Is or becomes insolvent or is a party to any voluntary bankruptcy or receivership 
proceeding, makes an assignment for a creditor, or there is any similar action that affects 
Contractor’s capability to perform under the Agreement;

2018168 Agreement – Marathon Staffing
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ii.
Is the subject of a petition for involuntary bankruptcy not removed within sixty (60) calendar 
days;
iii.
Conducts business in an unethical manner as set forth in the City Procurement Rules 
Article 7 or in an illegal manner; or
iv.
Fails to carry out any term, promise, or condition of the Agreement.
b. Contractor will be in default of this Agreement if Contractor is debarred from participating in 
City procurements and solicitations in accordance with Article 6 of the City’s Procurement 
Rules.
c.
Notice and Opportunity to Cure. In the event a party is in default then the other party may, 
at its option and at any time, provide written notice to the defaulting party of the default.  The 
defaulting party will have thirty (30) days from receipt of the notice to cure the default; the thirty 
(30) day cure period may be extended by mutual agreement of the parties, but no cure period 
may exceed ninety (90) days. A default notice will be deemed to be sufficient if it is reasonably 
calculated to provide notice of the nature and extent of such default.  Failure of the non-
defaulting party to provide notice of the default does not waive any rights under the Agreement.
d.
Anticipatory Repudiation.  Whenever the City in good faith has reason to question 
Contractor’s intent or ability to perform, the City may demand that Contractor give a written 
assurance of its intent and ability to perform. In the event that the demand is made and no 
written assurance is given within five (5) calendar days, the City may treat this failure as an 
anticipatory repudiation of the Agreement.
17.
REMEDIES. The remedies set forth in this Agreement are not exclusive.  Election of one remedy 
will not preclude the use of other remedies.  In the event of default:
a.
The non-defaulting party may terminate the Agreement, and the termination will be effective 
immediately or at such other date as specified by the terminating party.
b.
The City may purchase the services required under the Agreement from the open market, 
complete required work itself, or have it completed at the expense of Contractor. If the cost of 
obtaining substitute services exceeds the contract price, the City may recover the excess cost 
by: (i) requiring immediate reimbursement to the City; (ii) deduction from an unpaid balance 
due to Contractor; (iii) collection against the proposal and/or performance security, if any; (iv) 
collection against liquidated damages (if applicable); or (v) a combination of the 
aforementioned remedies or other remedies as provided by law.  Costs includes any and all, 
fees, and expenses incurred in obtaining substitute services and expended in obtaining 
reimbursement, including, but not limited to, administrative expenses, attorneys’ fees, and 
costs.
c.
The non-defaulting party will have all other rights granted under this Agreement and all rights 
at law or in equity that may be available to it.
d.
Neither party will be liable for incidental, special, or consequential damages.
18.
CONTINUATION DURING DISPUTES.  Contractor agrees that during any dispute between the 
parties, Contractor will continue to perform its obligations until the dispute is settled, instructed to 
cease performance by the City, enjoined or prohibited by judicial action, or otherwise required or 
obligated to cease performance by other provisions in this Agreement.
19.
TERMINATION FOR CONVENIENCE. The City reserves the right to terminate this Agreement in 
part or in whole upon thirty (30) calendar days’ written notice.
20.
TERMINATION FOR CONFLICT OF INTEREST (A.R.S. § 38-511). Pursuant to A.R.S. § 38-511, 
the City may cancel this Agreement within three (3) years after its execution, without penalty or 
further obligation, if any person significantly involved in initiating, securing, drafting, or creating the 
Agreement for the City becomes an employee or agent of Contractor.

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21.
TERMINATION FOR NON-APPROPRIATION AND MODIFICATION FOR BUDGETARY 
CONSTRAINT.  The City is a governmental agency which relies upon the appropriation of funds 
by its governing body to satisfy its obligations. If the City reasonably determines that it does not 
have funds to meet its obligations under this Agreement, the City will have the right to terminate 
the Agreement without penalty on the last day of the fiscal period for which funds were legally 
available. In the event of such termination, the City agrees to provide written notice of its intent to 
terminate thirty (30) calendar days prior to the stated termination date. 
22.
PAYMENT TO CONTRACTOR UPON TERMINATION.
Upon termination of this Agreement, 
Contractor will be entitled only to payment for those services performed up to the date of 
termination, and any authorized expenses already incurred up to such date of termination.  The 
City will make final payment within thirty (30) calendar days after the City has both completed its 
appraisal of the materials and services provided and received Contractor’s properly prepared final 
invoice.
23.
NON-WAIVER OF RIGHTS.  There will be no waiver of any provision of this agreement unless 
approved in writing and signed by the waiving party.  Failure or delay to exercise any rights or 
remedies provided herein or by law or in equity, or the acceptance of, or payment for, any services 
hereunder, will not release the other party of any of the warranties or other obligations of the 
Agreement and will not be deemed a waiver of any such rights or remedies.
24.
INDEMNIFICATION/LIABILITY.
a.
To the fullest extent permitted by law, Contractor agrees to defend, indemnify, and hold the 
City, its officers, agents, and employees, harmless from and against any and all liabilities, 
demands, claims, suits, losses, damages, causes of action, fines or judgments, including costs, 
attorneys’, witnesses’, and expert witnesses’ fees, and expenses incident thereto, relating to, 
arising out of, or resulting from: (i) the services provided by Contractor personnel under this 
Agreement; (ii) any negligent acts, errors, mistakes or omissions by Contractor or Contractor 
personnel; and (iii) Contractor or Contractor personnel’s failure to comply with or fulfill the 
obligations established by this Agreement.
b.
Contractor will update the City during the course of the litigation to timely notify the City of any 
issues that may involve the independent negligence of the City that is not covered by this 
indemnification.
c.
The City assumes no liability for actions of Contractor and will not indemnify or hold Contractor 
or any third party harmless for claims based on this Agreement or use of Contractor-provided 
supplies or services.
25.
WARRANTY. Contractor warrants that the services and materials will conform to the requirements 
of the Agreement. Additionally, Contractor warrants that all services will be performed in a good, 
workman-like and professional manner.  The City’s acceptance of service or materials provided by 
Contractor will not relieve Contractor from its obligations under this warranty.  If any materials or 
services are of a substandard or unsatisfactory manner as determined by the City, Contractor, at 
no additional charge to the City, will provide materials or redo such services until in accordance 
with this Agreement and to the City’s reasonable satisfaction.
Unless otherwise agreed, Contractor warrants that materials will be new, unused, of most current 
manufacture and not discontinued, will be free of defects in materials and workmanship, will be 
provided in accordance with manufacturer's standard warranty for at least one (1) year unless 
otherwise specified, and will perform in accordance with manufacturer's published specifications.
26.
THE CITY’S RIGHT TO RECOVER AGAINST THIRD PARTIES.  Contractor will do nothing to 
prejudice the City’s right to recover against third parties for any loss, destruction, or damage to City 
property, and will at the City’s request and expense, furnish to the City reasonable assistance and 
cooperation, including assistance in the prosecution or defense of suit and the execution of 
instruments of assignment in favor of the City in obtaining recovery.
27.
NO GUARANTEE OF WORK. Contractor acknowledges and agrees that it is not entitled to deliver 
any specific amount of materials or services or any materials or services at all under this Agreement

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and acknowledges and agrees that the materials or services will be requested by the City on an as 
needed basis at the sole discretion of the City.  Any document referencing quantities or 
performance frequencies represent the City's best estimate of current requirements, but will not 
bind the City to purchase, accept, or pay for materials or services which exceed its actual needs.
28.
OWNERSHIP.  All deliverables, services, and information provided by Contractor or the City 
pursuant to this Agreement (whether electronically or manually generated) including without 
limitation, reports, test plans, and survey results, graphics, and technical tables, originally prepared
in the performance of this Agreement, are the property of the City and will not be used or released 
by Contractor or any other person except with prior written permission by the City.
29.
USE OF NAME. Contractor will not use the name of the City of Mesa in any advertising or publicity 
without obtaining the prior written consent of the City.
30.
PROHIBITED ACTS. Pursuant to A.R.S. § 38-504, a current or former public officer or employee 
within the last twelve (12) months shall not represent another organization before the City on any 
matter for which the officer or employee was directly concerned and personally participated in 
during their service or employment or over which they had a substantial or material administrative 
discretion.  Further, while employed by the City and for two (2) years thereafter, public officers or 
employees are prohibited from disclosing or using, without appropriate authorization, any 
confidential information acquired by such personnel in the course of his or her official duties at the 
City.
31.
FOB DESTINATION FREIGHT PREPAID AND ALLOWED. All deliveries will be FOB destination 
freight prepaid and allowed unless otherwise agreed.  
32.
RISK OF LOSS.  Contractor agrees to bear all risks of loss, injury, or destruction of goods or 
equipment incidental to providing these services and such loss, injury, or destruction will not release 
Contractor from any obligation hereunder.
33.
SAFEGUARDING CITY PROPERTY.  Contractor will be responsible for any damage to City real 
property or damage or loss of City personal property when such property is the responsibility of or 
in the custody of Contractor or its employees.
34.
WARRANTY OF RIGHTS. Contractor warrants it has title to, or the right to allow the City to use, 
the materials and services being provided and that the City may use same without suit, trouble or 
hindrance from Contractor or third parties.
35.
PROPRIETARY RIGHTS INDEMNIFICATION.  Without limiting the foregoing, Contractor will 
without limitation, at its expense defend the City against all claims asserted by any person that 
anything provided by Contractor infringes a patent, copyright, trade secret or other intellectual 
property right and must, without limitation, pay the costs, damages and attorneys' fees awarded 
against the City in any such action, or pay any settlement of such action or claim. Each party agrees 
to notify the other promptly of any matters to which this provision may apply and to cooperate with 
each other in connection with such defense or settlement. If a preliminary or final judgment is 
obtained against the City’s use or operation of the items provided by Contractor hereunder or any 
part thereof by reason of any alleged infringement, Contractor will, at its expense and without 
limitation, either: (a) modify the item so that it becomes non-infringing; (b) procure for the City the 
right to continue to use the item; (c) substitute for the infringing item other item(s) having at least 
equivalent capability; or (d) refund to the City an amount equal to the price paid, less reasonable 
usage, from the time of installation acceptance through cessation of use, which amount will be 
calculated on a useful life not less than five (5) years, plus any additional costs the City may incur 
to acquire substitute supplies or services.
36.
CONTRACT ADMINISTRATION.
The contract will be administered by the Purchasing 
Administrator and/or an authorized representative from the using department.  All questions 
regarding the contract will be referred to the administrator for resolution.  Supplements may be 
written to the contract for the addition or deletion of services.  Payment will be negotiated and 
determined by the contract administrator(s).

2018168 Agreement – Marathon Staffing
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37.
FORCE MAJEURE.  Failure by either party to perform its duties and obligations will be excused by 
unforeseeable circumstances beyond its reasonable control, including acts of nature, acts of the 
public enemy, riots, fire, explosion, legislation, and governmental regulation.  The party whose 
performance is so affected will within five (5) calendar days of the unforeseeable circumstance 
notify the other party of all pertinent facts and identify the force majeure event.  The party whose 
performance is so affected must also take all reasonable steps, promptly and diligently, to prevent 
such causes if it is feasible to do so, or to minimize or eliminate the effect thereof.  The delivery or 
performance date will be extended for a period equal to the time lost by reason of delay, plus such 
additional time as may be reasonably necessary to overcome the effect of the delay, provided 
however, under no circumstances will delays caused by a force majeure extend beyond one 
hundred-twenty (120) calendar days from the scheduled delivery or completion date of a task 
unless agreed upon by the parties.
38.
COOPERATIVE USE OF CONTRACT. The City has entered into various cooperative purchasing 
agreements with other Arizona government agencies, including the Strategic Alliance for Volume 
Expenditures (SAVE) cooperative. Under the SAVE Cooperative Purchasing Agreement, any 
contract may be extended for use by other municipalities, school districts and government agencies 
in the State of Arizona with the approval of Contractor. Any such usage by other entities must be 
in accordance with the statutes, codes, ordinances, charter and/or procurement rules and 
regulations of the respective government agency.
The City currently holds or may enter into Intergovernmental Governmental Agreements (IGA) with 
numerous governmental entities.
These agreements allow the entities, with the approval of 
Contractor, to purchase their requirements under the terms and conditions of this Agreement. 
A contractor, subcontractor or vendor or any employee of a contractor, subcontractor or vendor 
who is contracted to provide services on a regular basis at an individual school shall obtain a valid 
fingerprint clearance card pursuant to title 41, chapter 12, article 3.1. A school district governing 
board shall adopt policies to exempt a person from the requirements of this subsection if the 
person's normal job duties are not likely to result in independent access to or unsupervised contact 
with pupils. A school district, its governing board members, its school council members and its 
employees are exempt from civil liability for the consequences of adoption and implementation of 
policies and procedures pursuant to this subsection unless the school district, its governing board 
members, its school council members or its employees are guilty of gross negligence or intentional 
misconduct.
Additionally, Contractor will comply with the governing body’s fingerprinting policy of each individual 
school district and public entity. Contractor, subcontractors, vendors and their employees will not 
provide services on school district properties until authorized by the school district.
Orders placed by other agencies and payment thereof will be the sole responsibility of that agency.  
The City is not responsible for any disputes arising out of transactions made by others.
39.
FUEL CHARGES AND PRICE INCREASES.
No fuel surcharges will be accepted.  No price 
increases will be accepted without proper request by Contractor and response by the City’s 
Purchasing Division.
40.
NOTICES. All notices to be given pursuant to this Agreement must be delivered to the parties at 
their respective addresses.  Notices may be (i) personally delivered; (ii) sent via certified or 
registered mail, postage prepaid; (iii) sent via overnight courier; or (iv) sent via facsimile.  If provided 
by personal delivery, receipt will be deemed effective upon delivery.  If sent via certified or 
registered mail, receipt will be deemed effective three (3) calendar days after being deposited in 
the United States mail.  If sent via overnight courier or facsimile, receipt will be deemed effective 
two (2) calendar days after the sending thereof.
41.
GOVERNING LAW, FORUM.  This Agreement is governed by the laws of the State of Arizona. 
The exclusive forum selected for any proceeding or suit in law or equity arising from or incident to 
this Agreement will be Maricopa County, Arizona.

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42.
INTEGRATION CLAUSE.  This Agreement, including all attachments and exhibits hereto,
supersede all prior oral or written agreements, if any, between the parties and constitutes the entire 
agreement between the parties with respect to the work to be performed.
43.
PROVISIONS REQUIRED BY LAW.  Any provision required by law to be in this Agreement is a 
part of this Agreement as if fully stated in it.
44.
SEVERABILITY.  If any provision of this Agreement is declared void or unenforceable, such 
provision will be severed from this Agreement, which will otherwise remain in full force and effect.  
The parties will negotiate diligently in good faith for such amendment(s) of this Agreement as may 
be necessary to achieve the original intent of this Agreement, notwithstanding such invalidity or 
unenforceability.
45.
SURVIVING PROVISIONS.  Notwithstanding any completion, termination, or other expiration of 
this Agreement, all provisions which, by the terms of reasonable interpretation thereof, set forth 
rights and obligations that extend beyond completion, termination, or other expiration of this 
Agreement, will survive and remain in full force and effect.  Except as specifically provided in this 
Agreement, completion, termination, or other expiration of this Agreement will not release any party 
from any liability or obligation arising prior to the date of termination.
46.
A.R.S. SECTIONS 1-501 and 1-502. Pursuant to Arizona Revised Statutes Sections 1-501 and 1-
502, any person who applies to the City for a local public benefit (the definition of which includes a 
grant, contract or loan) must demonstrate his or her lawful presence in the United States.  As the 
Agreement is deemed a local public benefit, if Contractor is an individual (natural) person or sole 
proprietorship, Contractor agrees to sign and submit the necessary documentation to prove 
compliance with the statutes as applicable.

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EXHIBIT D
VENDOR QUESTIONNAIRES

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