Loading...
TEKsystems ~ C150038 City of Tigard CONTRACT CHANGE ORDER,/ 13123 SW 11all Blvd. Is AMENDMENT SLS MMARY Tigard,Oregon 97223 Phone- (503) 639-1171 FIELD CHANGE ORDER FORM Fax- (503) 684-7297 www.tigard-or.gov Project Title: IT Temporary Staffing Services Project Manager: Mike Nfifligan Contractor:TEKs stems Original Contract#: C150038 Effective Dates: Chane Order/Amendment Amount: $ 0.00 Accounting String: Amendment Percentage Running Total: % AMENDMENT DETAILS Extend contract to july 17, 2015 to maximize the full amount of the contract and time for the Tempora staff. CHANGE ORDER DETAILS UNIT QTY UNIT$ TOTAL$ REASONING FOR CHANGE ORDER/AMF,NDMENT REQUESTING PROJECT MANAGER APPRO G CITY STAFF s� Siature- ------ ---------- Signature --- --- -- - --_ -i .�, VWj 2-0l — - - -- - 7• l • 20r 5 — - Date Date Contractor is hereby authorized by the City of Tigard to perform CONTRACTOR the additional work described below in accordance with the terms and conditions detailed in the original contract along with all applicable rules, regulations, and laws that may be in effect for Signature the work. The unit pricing in the original contract shall apply to all additional work. A copy of this form, once completed, is to be forwarded to the Purchasing Office to ensure all changes to the encumbrances are met. Remember—the cumulative total of Amendments cannot exceed the ro'eces FY budget. Date CITY OF TIGARD,OREGON AMENDMENT TO CONTRACT INFORMATION TECHNOLOGY TEMPORARY STAFFING SERVICES AMENDMENT #1 The Agreement between the City of Tigard, a municipal corporation of the State of Oregon, hereinafter called City,and TEKsystems, hereinafter referred to as Contractor, entered into on the 4"' day of December, 2014,is hereby amended as follows: 2. Effective Date and Duration This agreement shall become effective upon the date of execution and shall expire,unless otherwise terminated or extended,on completion of the work or 'r'.-"' '" whichever comes first. All work under this Agreement shall be completed prior to the expiration of this Agreement. IN WITNESS WHEREOF, City has caused this Amendment to be executed by its duly authorized undersigned officer and Contractor has executed this Amendment upon signature and date listed below. CITY OF TIGAARD� TEK.SYSTEMS Signature Signature k even ' , Printed Name Printed Na e Date Date CITY OF TIGARD, OREGON-CONTRACT SUMMARY FORM THIS FORMMUST ACCOMPANY EVERY CONTRACT el Contract Title: IT Temporary Staffing Number: Contractor: TEKsystems Contract Total: $36,365.00 (NTE) Contract Overview: Consultant shall provide temporary staffing (Contract Employee) for the City's IT division. Hourly rate shall be $35.00 and shall not exceed six (6.) month duration. Initial Risk Level: ❑ Extreme ® High ❑ Moderate ❑ Low Risk Reduction Steps: Updated the "Ownership of Fork; Intellectual Property" clause, altered"Indernmtf' clause to reflect nature of work, added"Data Breach and Pr1vac3:Liability" to "Insurance" clause, deleted"Professional Liability from"Insurance" clause. Risk Comments: See attached email comments. No major objections—Just clarification and suggestion. Risk Signature: Contract Manager: Mike Milligan Ext: 2528 Department: Information Tech Type: ❑ Purchase Agreement ❑ Personal Service ❑ General Service ❑ Public Improvement ❑ IGA ® Other: Professional Srvcs Start Date: 12/08/2014 End Date: 05/31/2014/? y�. Quotes/Bids/Proposal: FIRM AMOUNT/SCORE Tempotary services are exempt from competitive solicitation requirements. The city did review multiple resumes in accordance with PCR 10.140 Account String: Fund-Division-Account Work Order—Activit:Tag Amount Year 1 600-2300-54001 $36,365.00 Year 2 Year 3 Year 4 Year 5 Approvals - LCRB Date: Not Requited Department Comments: Department Signature: '` Purchasing Comments: Alterati s made to reflect a cooperative agreement the Consultant has with the Port of Portland to exi3echte the execution of the Agreement. Purchasing Signature: Cite Manager Comm City Manager Signature: After securing all required approvals,forward original copy to the Contracting and Purchasing Office along with a completed Contract Checklist. Contract#C CITY OF TIGARD,OREGON PROFESSIONAL SERVICES AGREEMENT INFORMATION TECHNOLOGY TEMPORARY STAFFING SERVICES THIS AGREEMENT,made and entered into this 4t"day of December,2014, by and between the City of Tigard, a municipal corporation, hereinafter referred to as the "City," and TEKsystems, hereinafter referred to as the "Consultant." RECITALS WHEREAS, the City's 2014-2015 fiscal year budget provides funding for temporary information technology services for various projects;and WHEREAS, the accomplishment of the work and services described in this Agreement is necessary and essential to the program of the City;and WHEREAS, the City desires to engage the Consultant to render professional information technology temporary staffing services as described in this Agreement, and the Consultant is willing and qualified to perform such services; THEREFORE, in consideration of the promises and covenants contained herein, the parties hereby agree as follows: 1. Consultant's Scope of Services A. The nature and scope of the specific services to be performed by assigned contract employee of the Consultant under this Agreement (Contract Employee) are set forth in Exhibit A, which is incorporated herein by this reference. Consultant's personnel under this Agreement are herein referred to as "Contract Employees". Contract Employees will be utilized to fill professional skill shortages, to temporarily staff special assignments or projects,and to cover high workloads. B. Consultant shall perform all the duties of an employer with respect to each individual Contract Employee,including but not limited to: 1) Payment of salaries, wages, fringe benefits, and any other employee benefits to which the individual may be entitled; 2) Withholding of taxes pursuant to local,state,and federal law; 3) Payment of any taxes that may be due based upon employee or payroll requirements; 4) Provision of workers'compensation coverage pursuant to Oregon law; 5) Payment of unemployment taxes and benefits;and 6) Provision of any health or medical insurance to which the individuals may be entitled. 2. Effective Date and Duration This agreement shall become effective upon the date of execution and shall expire, unless otherwise terminated or extended, on completion of the work or May 31, 2015 whichever comes first. All work under this Agreement shall be completed prior to the expiration of this �, Agreement. 3. Consultant's Fee The City agrees to pay Consultant in accordance with the hourly fee schedule outlined in Exhibit A for performance of those services described herein and in any subsequent agreements that arise from the work under this Agreement. The total amount paid to the Contractor by the City shall not exceed Thirty Six Thousand Three Hundred Sixty Five and No/100 Dollars ($36,365.00) if all tasks and hours are completed. The Parties further agree that upon reaching such not to exceed amount, Contractor shall owe no further obligation to provide services to City hereunder. Any and all payments made to the Contractor shall be based upon the following applicable terms: A. Contractor's temporary employee assigned to the City hereunder will present a timesheet to the City for verification and signature at the end of each week. City's approval thereby will indicate its acceptance of the hours worked. B. Payment by City to Contractor for performance of services under this Agreement includes all expenses incurred by Contractor,with the exception of expenses,if any identified in this Agreement as separately reimbursable. C. Payment will be made within 30 days of Contractor's invoice, subject to the approval of the City Manager, or designee, and not more frequently than weekly. Payment shall be made only for work actually completed as of the date of invoice. D. Payment by City shall release City from any further obligation for payment to Contractor, for services performed or expenses incurred as of the date of the invoice. E. Contractor shall make payments promptly, as due, to all persons supplying labor or materials for the prosecution of this work. F. Contractor shall not permit any lien or claim to be filed or prosecuted against the City on any account of any labor or material furnished. G. Contractor shall pay to the Department of Revenue all sums withheld from employees pursuant to ORS 316.167. H. If Contractor fails, neglects or refuses to make prompt payment of any claim for labor or services furnished to Contractor or a subcontractor by any person as such claim becomes due, City's Finance Director may pay such claim and charge the amount of the payment against funds due or to become due the Contractor. The payment of the claim in this manner shall not relieve Contractor or their surety from obligation with respect to any unpaid claims. I. Contractor shall pay employees at least time and a half pay for all overtime worked in excess of 40 hours in any one week except for individuals under the contract who are excluded under ORS 653.010 to 653.261 or under 29 USC sections 201 to 209 from receiving overtime. 2014 Information Technology Temporary Staffing Services 2 1 p .i c J. Contractor shall promptly,as due,make payment to any person,co-partnership,association or corporation, furnishing medical, surgical and hospital care or other needed care and attention incident to sickness or injury to the employees of Contractor or all sums which Contractor agrees to pay for such services and all moneys and sums which Contractor collected or deducted from the wages of employees pursuant to any law, contract or agreement for the purpose of providing or paying for such service. K. The City certifies that sufficient funds are available and authorized for expenditure to finance costs of tl-i s contract during the current fiscal year. Funding in any fiscal year shall be dependent upon budget adoption by the Tigard City Council. 4. Ownership of Work,Intellectual Property The City shall own and have the right to any intellectual property interst in all work produced as part of the work under this Agreement, including by not limit to documents, drawings, designs, computer programs, data, photographs, and images. All work shall be deemed a work made for hire for copyright purposes to the extent it qualifies as such under applicable law. At the time Consultant or Contract Employees deliver work to the City, Consultant or Contract Employees shall simultaneous deliver all assignments and other documents necessary to vest in the City all intellectual property rights to the work. If Consultant or Contract Employees have any right to work that cannot be assigned to the City,Consultant and Contract Employees waive any right to assert such rights. At the City's request, Consultant and Contract Employees shall sign such documents and take such actions that the City deems reasonably necessary to perfect, protect, and evidence the City's rights in the work. Consultant shall inform all Contract Employees of the provisions of this Section 9. 5. Assignment/Delegation Neither party shall assign, sublet or transfer any interest in or duty under this Agreement without the written consent of the other and no assignment shall be of any force or effect whatsoever unless and until the other party has so consented. If City agrees to assignment of tasks to a subcontract, Consultant shall be fully responsible for the acts or omissions of any subcontractors and of all persons employed by them, and neither the approval by City of any subcontractor nor anything contained herein shall be deemed to create any contractual relation between the subcontractor and City. 6. Consultant is Inde'pendent Contractor A. The City's project director, or designee, shall be responsible for determining whether Consultant's work product is satisfactory and consistent with this agreement, but Consultant is not subject to the direction and control of the City. Consultant shall be an independent contractor for all purposes and shall be entitled to no compensation other than the compensation provided for under Section 3 of this Agreement. B. Consultant is an independent contractor and not an employee of City. Consultant acknowledges Consultant's status as an independent contractor and acknowledges that Consultant is not an employee of the City for purposes of workers compensation law, public employee benefits law, or any other law. All persons retained by Consultant to provide services under this contract are employees of Consultant and not of City. 2014 Information Technology Temporary Staffing Services 3 1 P si c Consultant acknowledges that it is not entitled to benefits of any kind to which a City employee is entitled and that it shall be solely responsible for workers compensation coverage for its employees and all other payments and taxes required by law. Furthermore,in the event that Consultant is found by a court of law or an administrative agency to be an employee of the City for any purpose, City shall be entitled to offset compensation due, or to demand repayment of any amounts paid to Consultant under the terms of the agreement, to the full extent of any benefits or other remuneration Consultant receives (from City or third party) as a result of said finding and to the full extent of any payments that City is required to make (to Consultant or to a third party) as a result of said finding. C. The undersigned Consultant hereby represents that no employee of the City or any partnership or corporation in which a City employee has an interest, has or will receive any remuneration of any description from the Consultant, either directly or indirectly, in connection with the letting or performance of this Agreement, except as specifically declared in writing. D. If this payment is to be charged against Federal funds, Consultant certifies that he/she is not currently employed by the Federal Government and the amount charged does not exceed his/her normal charge for the type of service provided. E. Consultant and its employees, if any, are not active members of the Oregon Public Employees Retirement System and are not employed for a total of 600 hours or more in the calendar year by any public employer participating in the Retirement System. F. Consultant shall obtain, prior to the execution of any performance under this Agreement, a City of Tigard Business License. The Tigard Business License is based on a calendar year with a December 31st expiration date. New businesses operating in Tigard after June 30th of the current year will pay a pro-rated fee though the end of the calendar year. G. Consultant is not an officer, employee, or agent of the City as those terms are used in ORS 30.265. 7. Indemnity Consultant shall indemnify, defend, reimburse, and hold harmless the City and the City's councilors, officers, employees, and agents from, from, and against all claims, damages, losses, liabilities, costs, and expenses of any nature whatsoever, including but not limited to reasonable attorney fees, arising out of the negligent acts or omissions of Contract Employee, Consultant, or Consultant's partner, directors, officers, employees, subcontractors,invitees, or agents under this Agreement,including but not limited to breach of 13, claims by contract employee, and any civil or other penalties that may be imposed by a governmental agency. Consultant shall fully compensate the City for harm to the City's real or personal property caused by the negligent acts or omissions, negligent or not, of Contract Employee, 2014 Information Technology Temporary Staffing Services 4 P a c Consultant, or Consultant's partners, directors, officers, employees, subcontractors, invitees, or gents in relation to this Agreement. Consultant shall defend, indemnify, reimburse, and hold harmless the City and the City's councilors, officers, employees, and agents for, from, and against all claims, damages,losses, liabilities, costs and expenses of any nature whatsoever, including but not limited to reasonable attorney fees, resulting from or arising out of any claim that the services or work infringes any copyright, patent, or trademark, constitutes a misappropriation of any trade secret, or violates any other intellectual or proprietary right of any person, but not to the extent that the claim results from or arises out of. (a) the City's combination of the services or work with any service not provided by the Consultant or Contract Employees,where the infringement, misappropriation, or violation would not have occurred but for the combination; or (b) the City's modification of the services or work, where the infringement, misappropriation,or violation would not have occurred but for the modification. 8. Insurance Consultant and its subcontractors shall maintain insurance acceptable to City in full force and effect throughout the term of this contract. Such insurance shall cover risks arising directly or indirectly out of Consultant's activities or work hereunder, including the operations of its subcontractors of any tier. Such insurance shall include provisions that such insurance is primary insurance with respect to the interests of City and that any other insurance maintained by City is excess and not contributory insurance with the insurance required hereunder. The policy or policies of insurance maintained by the Consultant and its subcontractors shall provide at least the following limits and coverages: A. Commercial General Liability Insurance Consultant shall obtain,at Consultant's expense,and keep in effect during the term of this contract, Comprehensive General Liability Insurance covering Bodily Injury and Property Damage on an "occurrence" form (CG 2010 1185 or equivalent). This coverage shall include Contractual Liability insurance for the indemnity provided under this contract. The following insurance will be carried: Coverage Limit General Aggregate $3,000,000 Products-Completed Operations Aggregate $2,000,000 Personal&Advertising Injury $1,000,000 Each Occurrence $2,000,000 Fire Damage (Any one fire) $50,000 B. Data Breach and Privacy Liability Consultant shall maintain at least$1 million per occurrence data breach and privacy liability coverage for actual or potential liability caused by the disclosure of City Confidential Information, including but not limited to costs associated with the notification of affected parties, credit report analysis and monitoring, any associated attorney's fees, and any applicable call center service and public relations expenses. 2014 Information Technology Temporary Staffing Services 5 1 1' a ,,t C. Commercial Automobile Insurance Consultant shall also obtain, at Consultant's expense, and keep in effect during the term of the contract(Symbol l or Symbols 8 and 9 as applicable) Commercial Automobile Liability coverage on an"occurrence" form including coverage for all owned,hired,and non-owned vehicles. The Combined Single Limit per occurrence shall not be less than$2,000,000. If Contractor operates a personally-owned vehicle for business use under this contract, the Contractor shall obtain, at Contractor's expense, and keep in effect during the term of the contract, business automobile liability coverage for all owned vehicles on an "occurrence" form. The Combined Single Limit per occurrence shall not be less than$2,000,000. D. Workers'Compensation Insurance The Consultant, its subcontractors, if any, and all employers providing work, labor or materials under this Contract are subject employers under the Oregon Workers' Compensation Law and shall comply with ORS 656.017, which requires them to provide workers' compensation coverage that satisfies Oregon law for all their subject workers. Out-of-state employers must provide Oregon workers' compensation coverage for their workers who work at a single location within Oregon for more than 30 days in a calendar year. Consultants who perform work without the assistance or labor of any employee need not obtain such coverage. This shall include Employer's Liability Insurance with coverage limits of not less than$1,000,000 each accident. E. Additional Insured Provision All policies aforementioned, other than Workers' Compensation and Professional Liability, shall include the City its officers, employees, agents and representatives as additional insureds with respect to this contract. Coverage will be endorsed to provide a"per project" aggregate. I F. Extended Reporting Coverage If any of the aforementioned liability insurance is arranged on a "claims-made" basis, Extended Reporting coverage will be required at the completion of this contract to a duration of 24 months or the maximum time period the Consultant's insurer will provide such if less than 24 months. Consultant will be responsible for furnishing certification of Extended Reporting coverage as described or continuous "claims-made" liability coverage for 24 months following contract completion. Continuous "claims-made" coverage will be acceptable in lieu of Extended Reporting coverage, provided its retroactive date is on or before the effective date of this contract. Coverage will be endorsed to provide a "per project"aggregate. G. Insurance Carrier Rating Coverage provided by the Consultant must be underwritten by an insurance company deemed acceptable by the City. All policies of insurance must be written by companies having an A.M. Best rating of"A-VII" or better, or equivalent. The City reserves the right to reject all or any insurance carrier(s)with an unacceptable financial rating. H. Self-Insurance The City understands that some Contractors may self-insure for business risks and the City 2014 Information Technology Temporary Staffing Services 6 1 P a ;c will consider whether such self-insurance is acceptable if it meets the minimum insurance requirements for the type of coverage required. If the Contractor is self-insured for commercial general liability or automobile liability insurance the Contractor must provide evidence of such self-insurance. The Contractor must provide a Certificate of Insurance showing evidence of the coverage amounts on a form acceptable to the City. The City reserves the right in its sole discretion to determine whether self-insurance is adequate. I. Certificates of Insurance As evidence of the insurance coverage required by the contract,the Consultant shall furnish a Certificate of Insurance to the City. No contract shall be effective until the required Certificates of Insurance have been received and approved by the City. The certificate will specify and document all provisions within this contract and include a copy of Additional Insured Endorsement. A renewal certificate will be sent to the address below prior to coverage expiration. J. Independent Contractor Status The service or services to be rendered under this contract are those of an independent contractor. Contractor is not an officer, employee or agent of the City as those terms are used in ORS 30.265. K. Primary Coverage Clarification The parties agree that Consultant's coverage shall be primary to the extent permitted by law. The parties further agree that other insurance maintained by the City is excess and not contributory insurance with the insurance required in this section. L. Cross-Liability Clause A cross-liability clause or separation of insureds clause will be included in all general liability and commercial automobile policies required by this contract. A certificate in form satisfactory to the City certifying to the issuance of such insurance will be forwarded to: City of Tigard Attn: Contracts and Purchasing Office 13125 SW Hall Blvd Tigard,Oregon 97223 At the discretion of the City, a copy of each insurance policy, certified as a true copy by an authorized representative of the issuing insurance company may be required to be forwarded to the above address. Such policies or certificates must be delivered prior to commencement of the work. The procuring of such required insurance shall not be construed to limit Consultant's liability hereunder. Notwithstanding said insurance, Consultant shall be obligated for the total amount of any damage,injury,or loss caused by negligence or neglect connected with this contract. 2014 Information Technology Temporary Staffing Services 7 1 1' :, c 9. Termination Without Cause At any time and without cause, City shall have the right in its sole discretion, to terminate this Agreement by giving notice to Consultant. If City terminates the contract pursuant to this paragraph,it shall pay Consultant for services rendered to the date of termination. 10. Termination With Cause A. City may terminate this Agreement effective upon delivery of written notice to Consultant, or at such later date as may be established by City,under any of the following conditions: 1) If City funding from federal, state, local, or other sources is not obtained and continued at levels sufficient to allow for the purchase of the indicated quantity of services. This Agreement may be modified to accommodate a reduction in funds. 2) If Federal or State regulations or guidelines are modified, changed, or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this Agreement. 3) If any license or certificate required by law or regulation to be held by Consultant,its subcontractors, agents, and employees to provide the services required by this Agreement is for any reason denied,revoked, or not renewed. 4) If Consultant becomes insolvent,if voluntary or involuntary petition in bankruptcy is filed by or against Consultant, if a receiver or trustee is appointed for Consultant, or if there is an assignment for the benefit of creditors of Consultant. Any such termination of this agreement under paragraph (A) shall be without prejudice to any obligations or liabilities of either party already accrued prior to such termination. B. City, by written notice of default (including breach of contract) to Consultant, may terminate the whole or any part of this Agreement: 1) If Consultant fails to provide services called for by this agreement within the time specified herein or any extension thereof,or 2) If Consultant fails to perform any of the other provisions of this Agreement, or so fails to pursue the work as to endanger performance of this agreement in accordance with its terms, and after receipt of written notice from City, fails to correct such failures within ten days or such other period as City may authorize. 3) If Consultant fails to eliminate a conflict as described in Section 14 of this agreement. The rights and remedies of City provided in the above clause related to defaults (including breach of contract) by Consultant shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Agreement. If City terminates this Agreement under paragraph (B), Consultant shall be entitled to receive as full payment for all services satisfactorily rendered and expenses incurred, an amount which bears the same ratio to the total fees specified in this Agreement as the services satisfactorily rendered by Consultant bear to the total services otherwise required to be performed for such total fee; provided, that there shall be deducted from such amount the amount of damages,if any, sustained by City due to breach of contract 2014 Information Technology Temporary Staffing Services 8 1 P a c I by Consultant. Damages for breach of contract shall be those allowed by Oregon law, reasonable and necessary attorney fees, and other costs of litigation at trial and upon appeal. 11. Non-Waiver The failure of City to insist upon or enforce strict performance by Consultant of any of the terms of this Agreement or to exercise any rights hereunder, should not be construed as a waiver or relinquishment to any extent of its rights to assert or rely upon such terms or rights on any future occasion. 12. Method and Place of Giving Notice, Submitting Bills and MakingPayments All notices,bills and payments shall be made in writing and may be given by personal delivery, mail,or by fax. Payments may be made by personal delivery,mail, or electronic transfer. The following addresses shall be used to transmit notices,bills,payments,and other information: CITY OF TIGARD TEKSYSTEMS Attn: Mike Milligan,Sr.Network Admin Attn: Rick Benevento Address: 13125 SW Hall Blvd. Address: 9600 SW Barnes Road,Suite 350 Tigard, Oregon 97223 Portland, Oregon 97225 Phone: (503) 718-2528 Phone: (888) 981-8390 Fax: (503) 684-7297 Fax: (503) 205-3510 Email: mikemintigard-or.gov Email: rbenevenQteksystems.com and when so addressed, shall be deemed given upon deposit in the United States mail,postage prepaid, or when so faxed, shall be deemed given upon successful fax. In all other instances, notices,bills and payments shall be deemed given at the time of actual delivery. Changes may be made in the names and addresses of the person to who notices,bills and payments are to be given by giving written notice pursuant to this paragraph. 13. Merger This writing is intended both as a final expression of the Agreement between the parties with respect to the included terms and as a complete and exclusive statement of the terms of the Agreement. No modification of this Agreement shall be effective unless and until it is made in writing and signed by both parties. r 14. Professional Services The City requires that services provided pursuant to this agreement shall be provided to the City by a Consultant, which does not represent clients on matters contrary to City interests. Further, Consultant shall not engage services of a Consultant and/or other professional who individually, or through members of his/her same firm,represents clients on matters contrary to City interests. Should the Consultant represent clients on matters contrary to City interests or engage the services of an Consultant and/or other professional who individually,or through members of his/her same firm, represents clients on matters contrary to City interests, Consultant shall consult with the appropriate City representative regarding the conflict. After such consultation, the Consultant shall have seven (7) days to eliminate the conflict to the satisfaction of the City. If such conflict is not eliminated within the specified time period, 2014 Information Technology Temporary Staffing Services 9 1 Page the agreement may be terminated pursuant to Section 10(B-3) of this agreement. 15. Force Majeure Neither City nor Consultant shall be considered in default because of any delays in completion and responsibilities hereunder due to causes beyond the control and without fault or negligence on the part of the parties so disenabled, including but not restricted to, an act of God or of a public enemy, civil unrest, volcano, earthquake, fire, flood, epidemic, quarantine restriction, area-wide strike, freight embargo, unusually severe weather or delay of subcontractor or supplies due to such cause; provided that the parties so disenabled shall within ten days from the beginning of such delay,notify the other party in writing of the cause x of delay and its probable extent. Such notification shall not be the basis for a claim for additional compensation. Each party shall,however,make all reasonable efforts to remove or eliminate such a cause of delay or default and shall, upon cessation of the cause, diligently pursue performance of its obligation under the Agreement. 16. Non-Discrimination Consultant agrees to comply with all applicable requirements of federal and state civil rights and rehabilitation statues, rules, and regulations. Consultant also shall comply with the Americans with Disabilities Act of 1990, ORS 659A.142,and all regulations and administrative rules established pursuant to those laws. All facilities designed by Consultant under this contract shall be designed to be readily accessible to and usable b individuals� � y y di duals with disabilities l as required by the Americans with Disabilities Act. 17. Errors Consultant shall perform such additional work as may be necessary to correct errors in the work required under this Agreement without undue delays and without additional cost. 18. Extra (Changes)Work Only the City's Project Manager may authorize extra (and/or change) work. Failure of Consultant to secure authorization for extra work shall constitute a waiver of all right to adjustment in the contract price or contract time due to such unauthorized extra work and Consultant thereafter shall be entitled to no compensation whatsoever for the performance of such work. 19. Governing Law The provisions of this Agreement shall be construed in accordance with the provisions of the laws of the State of Oregon. Any action or suits involving any question arising under this Agreement must be brought in the appropriate court of the State of Oregon. 20. Compliance With Aglicable Law Consultant shall comply with all federal, state, and local laws and ordinances applicable to the work under this Agreement,including those set forth in ORS 279A,279B,and 279C. 21. Conflict Between Terms It is further expressly agreed by and between the parties hereto that should there be any conflict between the terms of this instrument in the proposal of the contract, this instrument shall control and nothing herein shall be considered as an acceptance of the said terms of said 2014 Information Technology Temporary Staffing Services 10 1 P a g c proposal conflicting herewith. 22. Access to Records City shall have access to such books, documents, papers and records of Consultant as are directly pertinent to this Agreement for the purpose of making audit, examination, excerpts and transcripts. 23. Duty to Inform '' t Consultant shall provide the City with prompt written notice if, at any time during the performance of this Agreement, Consultant becomes aware of actual or potential problems, faults, or defects in the delivery of services or work, any non-conformance with the Agreement, or with any federal, state, or local law,rule, or regulation, or has any objection to any decision or order made by the City. Any delay or failure on the part of the City to provide a written response to the Consultant shall constitute neither agreement with not acquiescence in Consultant's statement or claim, and shall not constitue a waiver of any of the City's rights. 24. Audit Consultant shall maintain records to assure conformance with the terms and conditions of this Agreement, and to assure adequate performance and accurate expenditures within the contract period. Consultant agrees to permit City, the State of Oregon,the federal government, or their duly authorized representatives to audit all records pertaining to this Agreement to assure the accurate expenditure of funds. 25. Severability In the event any provision or portion of this Agreement is held to be unenforceable or invalid by any court of competent jurisdiction,the validity of the remaining terms and provisions shall not be affected to the extent that it did not materially affect the intent of the parties when they entered into the agreement. 26. Job Supervision r The contracted employee shall work under the City's direction,control,and supervision. 27. Scope of Background Inquiries To the extent permitted by applicable law, any Consultant's contracted employee assigned to the City under this agreement shall be subject to successful completion of background investigation as set forth in Exhibit C—Request for Background Investigative Services. In the event a CJIS background is required by the City under this Agreement, the City's Police Department shall conduct the investigation. 28. Resume Confidentiality City agrees to hold in confidence the identity of Consultant's candidate and the candidate's resume,social security number and other legally protected personal information. 2014 Information Technology Temporary Staffing Services 11 Pa g e i ' 29. Complete Agreement This Agreement,including the exhibits,is intended both as a final expression of the Agreement between the Parties and as a complete and exclusive statement of the terms. In the event of an inconsistency between a provision in the main body of the Agreement and a provision in the Exhibits, the provision in the main body of the Agreement shall control. In the event of an inconsistency between Exhibit A and Exhibit B,Exhibit A shall control. No waiver,consent,modification,or change of terms of this Agreement shall bind either party unless in writing and signed by both parties. Such waiver, consent,modification, or change if made, shall be effective only in specific instances and for the specific purpose given. There are no understandings, agreements, or representations, oral or written, not specified herein regarding this Agreement. Consultant,by the signature of its authorized representative,hereby acknowledges that he/she has read this Agreement, understands it and agrees to be bound by its terms and conditions. IN WITNESS WHEREOF, City has caused this Agreement to be executed by its duly authorized undersigned officer and Consultant has executed this Agreement on the date hereinabove first written. CITY OF TIGARD TEKSYSTEMS By: Authorized City Representative By: Authorized Contractor Representative 12.05.14 Date Date S 2014 Information Technology Temporary Staffing Services 12 Page EXHIBIT A SCOPE OF SERVICES SCOPE OF SERVICES Consultant shall provide the City with temporary information technology staff that will be required to perform and array of the following functions: • Move and set up workstations; supply same with computer terminal, data connection, and telephone;build personal computer systems from parts;install desktop equipment, software,and network operating systems; install emulation software and wiring connections to the City's network; install, maintain, and troubleshoot voice connections, cabling, instruments and switches;test and certify each installed connection,including cellular phones. • Service existing electronic equipment requiring repair or complex preventive maintenance; perform scheduled upgrades to existing personal computer systems. • Evaluate and diagnose computer hardware and software problems associated with the City's computers and related equipment;perform diagnostic testing;repair equipment. • Install and support new hardware and new and/or upgraded versions of software applications. • Perform routine tasks of local area network (LAN) and wide area network (WAN) administration;establishes a computer maintenance schedule. • Communicate and interface with end users; instructs end users concerning computer systems and software applications. • Builds configure,and implement application servers;perform systems backup for servers. • Assist users with operational questions or problems, and in the use of computer software applications related to specific departmental activities; provide new user training and ongoing support to keep all end users apprised of changes and upgrades to department computer systems and databases. • Assist users in LAN and WAN procedures and programs, and in efficiently accessing network resources. • Serve as a technical resource for maintaining, enhancing,and upgrading the department's current and long-term computer system operations. • Develop, test, modify, and implement report writing applications for departmental use; researches and compiles database information related to department operations. • Research and test available computer products, analyzing the relevance of different types of software to department functions and requirements. • Coordinate with Information Technology staff to resolve problems with system applications; work with software providers to accomplish specific maintenance and modifications. • Provide security authorization for application access and coordinates security maintenance on department computer systems with Information Technology staff and WAN administrators or technical support staff. • Assist with coordination of the City's badge cardlock security system. • Research and evaluate computer equipment and supplies. • Maintain inventory, track and receive a variety of computer systems and telecommunications equipment, software applications supplies, training materials, and related needs adhering to established purchasing policies. • Enforce information technology operational policies and procedures with assistance from 2014 Information Technology Temporary Staffing Services 13 j i' r l Information Technology staff. • Issue hardware equipment and computer literature for checkout. • Stay abreast of current trends and developments in the field of computer software programs and networking systems on a variety of hardware operating systems. • Follow all applicable City policies, procedures, and technical standards as provided to the Contract Employee by the City. • Perform other duties as assigned. I HOURLY RATE All work shall be billed at a rate of Thirty Five and No/100 Dollars ($35.00) per hour. All overtime work shall be billed at a rate of Fifty Two and 50/100 Dollars ($52.50). All bills submitted to the City by Consultant must list total number of hours worked during that billing cycle. Consultant may increase its hourly rate provided under this Agreement to reflect increases in Contractor's costs of doing business, including costs associated with higher wages for workers and/or related tax, benefit and other costs. Consultant will provide the City with thirty (30) days written notice of the increase in rates. CONVERSION FEES In the event the City wishes to hire any assigned Consultant's contracted employee, the City shall request that Consultant release the contracted employee from his/her employment contract with s Consultant to allow the City to employ or engage the services of the contracted employee, either ' directly or indirectly. The City acknowledges and agrees that Consultant, in its sole discretion, has the right to accept or refuse the City's request to employ or engage the services of contract employee supplied by Consultant to the City. In the even the Consultant accepts the City's request to employee the contract employee, either directly or indirectly, and the contract employee has not completed a minimum of six (6) months of continuous employment at the City for Consultant, the City shall pay Consultant,as liquidated damages, an amount equal to 30%of the contract employee's first year salary,including guaranteed bonuses,with the City. If contract employee has completed a minimum of six (6) months of continuous employment at the City for Consultant, and authorization has been obtained by the City form Consultant, then the City may employ or engage the services of contract employee, either directly or indirectly, without any financial compensation or liquidated damages payment owed to Consultant from the City. 2014 Information Technology Temporary Staffing Services 14 P a g cc y R EXHIBIT B CONSULTANT'S PROPOSAL 2014 Information Technology Temporary Staffing Services 15 '4 TEKsystems 11-17-2014 Mike Milligan City of Tigard 13125 SW Hall Blvd Tigard,OR 97223 Dear Mike: The following is the hourly billing rate information and other terms related to the provision of the Contract Employee(s) listed below,by TEKsystems,Inc.to City of Tigard,its parents,subsidiaries and affiliated entities("the Client"): Standard Billing Overtime Billing Contract Employee Name Rate Per Hour Rate Per Hour Start Date Daryl Dahlstrom $35/hr $52.50 12-1-14 TEKsystems will pay wages to its above named employee(s)each week for hours worked during the prior week as indicated by a time card approved by a representative of the Client. In an effort to provide our customers with World-Class customer service, we ask that you fill out the following information. This information is crucial in ensuring accurate and timely billing for our customers. Purchase Order/Invoice Approval Process Is a PO#required for this project/assignment? ❑Yes ❑No If Yes,what is the PO#and dollar amount: PO#: $ If No,what is the approval process? ❑Manager sign off ❑No approval necessary Invoices should be mailed to? ❑Manager ❑A/P ❑Both ,. Is there a Project Number that is required for billing outside of the PO#referenced above? ❑Yes ❑No If Yes,what is the Project Number? Project#: Client Address/Contact Information A/P Mailing Address: Manager Mailing Address: A/P Contact Name: Manager Contact Name: Mike Milligan A/P Contact Number: Manager Contact Number: 503.718.2528 Overtime will be billed at the rates listed above for any hours worked in excess of forty(40)hours per week or as otherwise required by local statutory requirements. For weeks that have one (1) National or Client observed holiday, overtime rates shall be billed for hours worked in excess of thirty-two (32) hours per week. TEKsystems shall invoice the Client on a weekly basis and payment in full for invoices shall be due within fifteen(15)days from invoice date. TEKsystems is engaged in supplying temporary staffing services only to work under the Client's direction, control and supervision. Therefore, TEKsystems is not responsible for project management, product liability, or any claims, costs, expenses,damages, obligations or losses arising from or in connection with the acts or omission of any Contract Employee, whether arising in contract, tort or otherwise. The Client shall indemnify TEKsystems and hold it harmless against and from any such claims made or brought by third parties, including any and all costs incurred in connection with such claims. TEKsystems does not warrant or guarantee that the Contract Employee placed pursuant to this Agreement will produce any Client Initials TEK PO rate ltr 031000 particular result or any solution to the Client's particular needs. Accordingly, the Client acknowledges and agrees that TEKsystems is not responsible for any aspects of the Contract Employee's work or the Client's project,including,without limitation,any deadlines or work product. TEKsystems is not an employment agency. Its services are provided at great expense to TEKsystems. In consideration thereof,during the term of this Agreement and for the one hundred eighty(180)day period immediately following the period for which a Contract Employee last performed services for the Client under this Agreement,the Client shall not, directly or indirectly,for itself, or on behalf of any other person,firm,corporation or other entity,whether as principal, agent,employee, stockholder,partner,member, officer, director,sole proprietor,or otherwise, solicit,participate in or promote the solicitation of such Contract Employee to leave the employ of TEKsystems,or hire or engage such Contract Employee. Notwithstanding the above paragraph, if at any time the Client wishes to hire any Contract Employee provided by TEKsystems,the Client may request that TEKsystems release the Contract Employee from his/her employment contract with TEKsystems to allow the Client to employ or engage the services of Contract Employee, either directly or indirectly. The Client acknowledges and agrees that TEKsystems, in its sole and absolute discretion, has the right to accept or refuse the Client's request to employ or engage the services of Contract Employee supplied by TEKsystems to the Client. If TEKsystems has accepted the Client's request to employ Contract Employee, either directly or indirectly, and the Contract Employee has not completed a minimum of six (6) months of continuous employment at the Client for TEKsystems, the Client will pay TEKsystems, as liquidated damages, an amount equal to 30% of the Contract Employee's first year salary, including guaranteed bonuses, with the Client. If Contract Employee has completed a minimum of six (6) months of continuous employment at the Client for TEKsystems, and authorization has been obtained by the Client from TEKsystems, then the Client may employ or engage the services of Contract Employee, either directly or indirectly, without any financial compensation or liquidated damages payment owed to TEKsystems from the Client. During the term of this Agreement and for a period of one(1)year immediately following the termination of this Agreement, Client agrees that it shall not, directly or indirectly, for itself, or on behalf of any other person, firm, corporation or other entity, whether as principal, agent, employee, stockholder, partner, member, officer, director, sole proprietor, or otherwise, solicit, participate in, promote the solicitation of, or hire any Technical Professional or Consulting Practice Manager under any circumstances. In the event that Client shall violate these terms Client agrees to pay to TEKsystems an amount equal to such Technical Professional's or Consulting Practice Manager's annualized first year salary,including bonuses. The Client shall reimburse TEKsystems for all ordinary, necessary, and reasonable travel expenses incurred by Contract Employee while performing services on behalf of the Client that require Contract Employee to travel away from the Client's primary job site. For other expense items, Client shall reimburse TEKsystems according to the Exhibit B attached hereto. Exhibit B attached(Yes)(No)Circle one. The Client agrees that it is the Client's responsibility to notify TEKsystems of any prevailing wage or other wage requirements covering the Contract Employee assigned to perform services for the Client, and the Client hereby certifies that the services to be performed by the Contract Employee under this Agreement are not subject to any such wage requirements. In the event it is later determined that any prevailing wage or other wage requirements are applicable, the Client shall be responsible for notifying TEKsystems of the proper job classification and the Client hereby agrees to indemnify and hold harmless TEKsystems for any such costs,losses or damages which TEKsystems may suffer or incur and a result of such error and in connection with satisfying such requirements. Sincerely, Rick Benevento CLIENT ACKNOWLEDGED AND AGREED TO: Signature Printed Name Title Date Client Initials TEK PO rate Itr 031000 EXHIBIT C REQUEST FOR BACKGROUND INVESTIGATIVE SERVICES i i I 2014 Information Technology Temporary Staffing Services 16 1' a s c TEKsystems Request for Background Investigative Services—All Services As a condition of assignment with .rko- Gt�`l d!P— :1-4` �e("Client"),all contract employees provided by TEKsystems must successfully complete the following background investigatioys under the requirements described below as set forth in this Agreement: Services Seven year County Criminal Conviction Search and Social Security Trace—includes present and former counties of residence ederal Criminal Search Statewide Criminal Search(where available) ❑ Education Verification—highest degree earned P: ❑ employment Verification—past 3 years .. [�/Driving History—evaluated using TEKsystems standard criteria(available upon request) ❑ Office of Foreign Assets Control(OFAC)—pursuant to regulatory requirements,any individual that appears on the list shall be deemed ineligible for employment ❑ Fraud and Abuse Control Information System(FACTS)—assists in identifying sanctioned individuals and entities in the healthcare field; ursuant to regulatory requirements,any individual that appears on the list shall be deemed ineligible for employment CrimeGuard—"National"Criminal Record Database Search (recommended for use only as a supplement to County,State,or Federal level research) ❑ National Sex Offender Registry(where legally permitted to use results;Client must specify disqualifying criteria in writing if selectedl ** Other services may be available,please contact your Account Representative for additional information. Criminal Investigation Hiring Criteria/Individualized Assessment The following criteria will be used to evaluate all background investigations: TEKsystems Criteria(details below) Any of the following may result in the candidate having a"Does Not Meet'designation in a seven(7)year period,depending upon the duties of the position being applied for,the details surrounding the criminal convictions,and in accordance with applicable Federal,including relevant guidance on the proper use of background checks,State and Local laws. Criminal record must be free of all felony or misdemeanor convictions involving crimes against persons or property or involving dishonesty that are reasonably related to the job applied for. 1. These potentially disqualifying convictions may include:Crimes involving physical violence,including,but not limited to,abuse of children or the elderly,abduction,including kidnapping,manslaughter,murder,robbery,sexual crimes, assault and/or battery. 2. Crimes against property,including,but not limited to,arson,theft,larceny,burglary,and trespass. 3. Crimes showing dishonesty,including,but not limited to,fraud,deception or financial exploitation of any person or business. In addition,TEKsystems shall conduct an individualized assessment("IA")on any candidate who is initially determined as not meeting the criteria set forth herein. The IA will be performed in accordance with the relevant Federal guidance issued on properly performing background checks. All of the above items are post-offer,pre-employment requirements for employment with TEKsystems,Inc.at Client.Employment decisions will be made in accordance with these guidelines.All decisions made by TEKsystems,Inc.will be final.By signing below,you will acknowledge your M J( acceptance to this agreement("Agreement")and the hiring criteria requested by Client is compliant with all applicable local,state,and federal laws including relevant guidance on the proper use of background checks. Client also agrees to defend,indemnify,and hold harmless TEKsystems,its officers,members,employees,and agents,from any losses,costs,claims,causes of action,damages,liabilities,and expenses,including reasonable attorneys' fees,all expenses of litigation and/or settlement,and court costs,arising out of or related to TEKsystems applying the hiring criteria you have requested TEKsystems perform as outlined in this Agreement.You acknowledge and agree that employment with Company does not commence until Contract Employee actually works on said specific assignment.In the event of a conflict between this Agreement and any other agreement including employment agreements and services agreements,this Agreement shall prevail.TEKsystems,Inc.is an Equal Opportunity Employer Acknowle ged nd agreed to Clie i Date TEKsystems Date