TEKsystems ~ C160009 i
CITY OF TIGARD, OREGON- CONTRACT SUMMARY FORM
THIS FORMMUST ACCOMPANY EVER Y CONTRACT
Contract Title: t-T—edr ✓uJ . Number: 00 6 9
Contractor: Tek Systems Contract Total:
Contract Overview:
Initial Risk Level: ❑ Extreme High ❑ Moderate ❑ Low '
Risk Reduction Steps: Requiring higher insurance rates
Risk Comments:
Risk Signature:
Contract Manager: Mike Ext: 2528 Department: FIS
Type: ❑ Purchase Agreement KLPersonal Service ❑ General S rvice ❑ Public Imp ove ent
❑ IGA Other.?�J1i6�e.�i��„� � Start Date:7,1 o-4 nd Date: ` 02�
Quotes/Bids/Proposal: FIRM AMOUNT/ CORE
Appropriate resumes reviewed
Account String: Fund-Division-Account Work Order-ActivityTti-pe Amount
FY 600-2300-54001 ( 3 S
FY
FY
FY
FY
Approvals - LCRB Date:
Department Comments:
Department Signature:
Purchasing Comments: Zp
Purchasing Siature: —-
City Manager Comments:
City Manager Signature:
After securing all required approvals,forward original copy to the Contracting and Purchasing Oce along with a
completed Contract Checklist.
Contract#n
CITY OF TIGARD,OREGON
PROFESSIONAL SERVICES AGREEMENT
INFORMATION TECHNOLOGY TEMPORARY STAFFING SERVICES
NETWORK TECHNICIAN
THIS AGREEMENT, made and entered into this 28"' day of July, 2015, 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 2015-2016 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
j 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 January 27, 2016 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 ($35.00/hr.)
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 possible 1,039 hours are assigned and 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.
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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 this 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 interest 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 Independent 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.
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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. Indemnitv
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 1.B, 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,
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Consultant, or Consultant's partners, directors, officers, employees, subcontractors, invitees,
or gents in relation to this Agreement.
r 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.
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C. Commercial Automobile Insurance
Consultant shall also obtain, at Consultant's expense, and keep in effect during the term of
the contract (Symbol 1 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.
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.
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H. Self-Insurance
The City understands that some Contractors may self-insure for business risks and the City
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 certif,ing 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
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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.
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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
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such amount the amount of damages, if any, sustained by City due to breach of contract
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 Making Payments
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 TE7ESsys-nms
Attn: Mike Milligan, Sr. Network Admin Attn: Brandon Tyler
Address: 13125 SW Hall Blvd. Address: 9600 SW Barnes Road,Suite 350
Tigard,Oregon 97223 Portland, Oregon 97225
Phone: (503) 718-2528 Phone: (503) 205-3458
Fax: (503) 684-7297 Fax: (503) 205-3510
Email: mikemi@tigard-oL.gov Email: btyler@teksystems.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,bilis and payments are to be
given by giving written notice pursuant to this paragraph.
13. McLger
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.
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.
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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,
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
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 by individuals with disabilities
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 Applicable 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.
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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
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
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 nor
acquiescence in Consultant's statement or claim, and shall not constitute 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. oT b Supervision
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.
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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.
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 B : Authorized Contractor Representative
Date Date
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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
2016 Information Technology Temporary Staffing Services—Network Technician 13 1 1'a r
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.
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
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
jcompleted 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.
2016 Information Technology Temporary Staffing Services—Network Technician 14 1'a c
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EXHIBIT B
CONSULTANT'S PROPOSAL
2016 Information Technology Temporary Staffing Services—Network Technician 15 1 P a g c
�14TEKsystems
4/24/15
Mike Milligan
City of Tigard
13125 SW HALL BLVD
Tigard Or 97223
Dear Mike Milligan :
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 Emulovee Name Rate Per Hour Rate Per Hour Start Date
Mario Holcomb $35.00 $52.50 7/23/15
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 Aproval 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:
13125 SW HALL BLVD
Tigard Or 97223
A/P Contact Name: Manager Contact Name:
Mike Milligan
A/P Contact Number: Manager Contact Number:
503 639-4171
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 Itr 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,
Brandon Tyler
CLIENT ACKNOWLEDGED AND AGREED TO:
Signature
Printed Name
Title Date
Client Initials TEK PO rate Itr031000
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EXHIBIT C
REQUEST FOR BACKGROUND INVESTIGATIVE SERVICES
2016 Information Technology Temporary Staffing Services—Network Technician 16 1 1'a <� c