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Bridgetech ~ C190073 City of Tigard CONTRACT CHANGE ORDER 13125 SW Hall Blvd. ■ ' AMENDMENT SUMMARY Tigard, Oregon 97223 Phone- (503) 639-4171 FIELD CHANGE ORDER FORM Fax- (503) 684-7297 www.tigard-or.gov Project Title: Information Technology Help Desk Project Manager: Mike Nolop Services Contractor: Brid eTech Original Contract#: C190073 Effective Dates: I Chane Order/Amendment Amount: Accounting String: I Amendment Percentage Running Total: % AMENDMENT DETAILS This amendment extends the contract to August 31, 2020 to allow us extra time to finish scoring the RFP that has closed and is being scored. Along with extending the contract well as adding an additional 3 months worth of billings. Next contract award is expected by the end of July 2020 CHANGE ORDER DETAILS TOTAL$ Original Contract $92,464 Amendment 1 $19,110 Total $112,074 REASONING FOR CHANGE ORDER/AMENDMENT BUDGET IMPACT AND REQUIRED ACTIONS REQUESTING PROJECT MANAGER APPROVING gITY STAFF Signature Vgnature 6/2/2020 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 the Signature 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 theproject's FY budget. Date CITY OF TIGARD,OREGON AMENDMENT TO CONTRACT INFORMATION TECHNOLOGY HELP DESK SERVICES C190073 AMENDMENT #1 The Agreement between the City of Tigard,a municipal corporation of the State of Oregon,hereinafter called City, and Bridge Tech, hereinafter referred to as Contractor, entered into on the 17`x' day of June, 2019, 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 june 30, 2020 August 31, 2020 whichever comes first. All work under this Agreement shall be completed prior to the expiration of this Agreement. 3. Consultant's Fee A. Basic Fee As compensation for Basic Services as described in Exhibit A of this Agreement,and for services required in the fulfillment of Paragraph 1,the Consultant will be paid on a monthly basis of Seven Thousand Seven Hundred Forty-Seven and No/100 Dollars ($7,747.00)with a yearly amount not to exceed One Hundred Twelve Thousand Seventy Four and No/100 Dollars ($112,074.00 for said services and all expenditures which may be made and expenses incurred, except as otherwise expressly provided in 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 TIGARD BRIDGE TECH -A�l Signature Signature Martha Wine Printed Name Printed Name 6/2/2020 Date Date CITY OF TIGARD OREGON-CONTRACT SUMMARY FORM THIS FORM MUST ACCOMPANY EVER Y CONTRACT Contract Title: It Help Desk Services Number: Contractor: BridgeTech Contract Total: $92,964.00 Contract Overview: Provide IT help desk services to all City of Tigard emnloees Initial Risk Level: Q Extreme ❑ High Moderate' Low Risk Reduction Steps:: Intro period 3-6 months.I T staff will shadow and train BridgeTech staff. Risk Comments: Risk Signature: Contract Manager: Mike Nolop Ext: 2757 Department: FIS Type: ❑ Purchase Agreement ❑ Personal Service ❑,General Service [j Public Improvement MGA Other: Professional Services Start Date: 6/17/2019_ End Date•� Quotes/Bids/Proposal: FIRM AMOUNT/SCORE BridgeTech 92,964.00 Convergence Networks Unable to perform service CCSI ProDid not formally respond Polar Systems Did not respond Account String. Fund-Division- ggunt Work Order—Activity Tye Amount FY 18-19 600-2300-54001 S 7747.00 FY 19-ZO 600=2300-54001 S 85217.00 FY FY FY Approvals - LCRB Date: Department Comments: Department Signature: Purchasing Comments: ` Purchasing Signature: 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# ' a CITY OF TIGARD,OREGON PROFESSIONAL SERVICES AGREEMENT INFORMATION TECHNOLOGY HELP DESK SERVICES THIS AGREEMENT,made and entered into this 17'day of June,2019,by and between the City of Tigard, a municipal corporation, hereinafter referred to as the "City," and Bridge Tech, hereinafter referred to as the "Consultant." RECITALS WHEREAS, the City's Fiscal Year 2018-2019 budget provides for information technology services; and WHEREAS, the accomplishment of the work and services described in this Agreement is necessary and- essential ndessential to the program of the City;and WHEREAS,the City desires to engage the Consultant to render professional information technology services for the project 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 The Consultant shall perform professional information technology services relevant to the Project in accordance with the terms and conditions set forth herein,and as provided in Exhibit A,which is attached hereto and by this reference made a part of this Agreement. 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 June 30, 2020 whichever comes first. AD work under this Agreement shall be completed prior to the expiration of this Agreement. 3. Consultant's Fee A. Basic Fee 1) As compensation for Basic Services as described in Exhibit A of this Agreement, and for services required in the fulfillment of Paragraph 1, the Consultant will be paid on a monthly basis of Seven Thousand Seven Hundred Forty-Seven and No/100 Dollars ($7,747.00) with a yearly amount not to exceed Ninety Two Thousand Nine Hundred Sixty-Four and No/100 Dollars ($92,964.00) for said services and all expenditures which may be made and expenses incurred, except as otherwise expressly provided in this Agreement. 2) The Parties hereto do expressly agree that the Basic Fee is based upon the Scope of Services to be provided by the Consultant. B. Payment Schedule for Basic Fee Billings shall be submitted by the Consultant periodically, but not more frequently than monthly. Payment by the City shall release the City from any further obligation for payment to the Consultant for service or services performed or expenses incurred as of the date of the statement of services. Payment shall be made only for work actually completed as of the date of invoice. Payment shall not be considered acceptance or approval of any work or waiver of any defects therein. C. Payment for Special Services Only when directed in writing by the City, the Consultant shall furnish or acquire for the City the professional and technical services based on the hourly rate schedule as described in Exhibit B of this contract for minor project additions and/or alterations. D. Certified Cost Records The Consultant shall furnish certified cost records for all billings pertaining to other than lump sum fees to substantiate all charges. For such purposes, the books of account of the Consultant shall be subject to audit by the City. The Consultant shall complete work and cost records for all billings on such forms and in such manner as will be satisfactory to the City. E. Contract Identification The Consultant shall furnish to the City its employer identification number, as designated by the Internal Revenue Service, or social security number, as the City deems applicable. F. Payment—General 1) Consultant shall pay to the Department of Revenue all sums withheld from employees pursuant to ORS 316.167. 2) Consultant 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. 3) Consultant 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 Consultant or all sums which Consultant agrees to pay for such services and all moneys and sums which Consultant 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. 4) The City certifies that sufficient funds are available and authorized for expenditure to finance costs of this contract. 5) Consultant shall make payments promptly, as due, to all persons supplying services or materials for work covered under this contract. Consultant shall not permit any lien or claim to be filed or prosecuted against the City on any account of any service or materials furnished. 6) If Consultant fails, neglects or refuses to make prompt payment of any claim for labor, materials, or services furnished to Consultant, sub-consultant or subcontractor by any person as such claim becomes due, City may pay such claim and charge the amount of the payment against funds due or to become due to the Consultant. The payment of the claim in this manner shall not relieve Consultant or their surety from obligation with respect to any unpaid claims. 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, 21 1) �i t 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 is an independent contractor for all purposes and will not be entitled to compensation other than the compensation provided for under Section 3 of this Agreement. B. Consultant is not an officer,employee,or agent of the City as those terms are used in ORS 30.265. 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. 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. 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. 7. Indemnity A. The city's use of Consultants services will not violate any law or infringe on any copyright, patent or other right held by others. Subject to the limitations of the Oregon Tort Claims Act and the Oregon Constitution, City will indemnify, defend, and hold us harmless for third party claims, damages, and expenses in any way arising from your breach of these terms and conditions. City will not run an internet server or file-sharing application accessible to outside entities on any systems we provide you. City will maintain current software and equipment covered under active manufacturer's warranty or maintenance agreement. Consultant will not support out-of-date software or hardware. Consultant recommends City use mainstream name brand server equipment (Dell, HP, Cisco, Fortinet). Consultant will not be required to service or restore custom built "whitelabel" server hardware, or customer developed software in scope. City will maintain server room or data closet below 75 degrees,working with HVAC professionals when 31Pa g necessary. Servicing failed equipment due to server room temperatures is out of scope. If the city's systems contain Personally Identifiable Information (PII) or sensitive personal information (SPI), customer will provide Consultant with a list of the systems or areas that contain PII or SPlissions. B. Claims for other than Professional Liability.Consultant agrees to indemnify,defend,save and hold harmless the City of Tigard, its officers, employees, agents, and representatives from all claims, suits,or actions and all expenses incidental to the investigation and defense thereof,of whatsoever nature,including intentional acts resulting from or arising out of the activities of Consultant or its subcontractors, sub-consultants,agents or employees in performance of this contract at both trial and appeal level, whether or not a trial or appeal ever takes place including any hearing before federal or state administrative agencies.. If any aspect of this indemnity is found to be illegal or invalid for any reason whatsoever, such illegality or invalidity will not affect the validity of the remainder of this indemnification. C. Claims for Professional Liability, Consultant agrees to indemnify, defend, save and hold harmless the City of Tigard, its officers, employees, agents, and representatives from all claims, suits, or actions and all expenses incidental to the investigation and defense thereof, arising out of the professional negligent acts, errors or omissions of Consultant or its subcontractors, sub- consultants, agents or employees in performance of professional services under this agreement. .Any work by Consultant that results in a design of a facility that is not readily accessible to and usable by individuals with disabilities shall be considered a professionally negligent act, error or omission. D. As used in subsections B and C of this section, a claim for professional responsibility is a claim made against the City in which the City's alleged liability results directly or indirectly, in whole or in part,from the quality of the professional services provided by Consultant,regardless of the type of claim made against the City in performance of this contract. A claim for other than professional responsibility is a claim made against the City in which the City's alleged liability results from an act or omission by Consultant unrelated to the quality of professional services provided by Consultant in performance of this contract. E. Consultant will indemnify, defend, and hold harmless Customer and Customer's officers, employees, and agents for third party claims, damages, and expenses in any way arising from (i) Consultant's breach of these terms and conditions; (ii) Consultant's gross negligence or willful misconduct; (iii) violation, infringement, or misappropriation of any US patent, copyright, trade secret,or other intellectual property right;or(iv) a security event resulting in the breach of security by Consultant. 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. 4 ' i t> c 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. Professional Liability Consultant shall obtain, at Consultant's expense,and keep in effect during the term of this contract, Professional Liability Insurance covering any damages caused by any actual or alleged negligent act, error or omission in the rendering of or failure to render Professional Services.Combined single limit per claim shall not be less than$2,000,000,or the equivalent Annual aggregate limit shall not be less than $3,000,000 and filed on a"claims-made" form. 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 5 1' } 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. 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 6 1 P } 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. 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 fifteen 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 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 BRID6�TECH Attn: Mike Nolop Attn: Jeremy Hanson Address: 13125 SW Hall Blvd. Address: 10250 SW Greenburg Rd Ste 116 Tigard, Oregon 97223 Tigard OR 97223 Phone: (503) 718-2757 Phone: (503) 505-7878 Email: miken(&tl and-or. Email: ihansonCa b�� 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. 8 i 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 a 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 five (5) 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. Criminal Justice Information Services (CJIS) Consultant will ensure all employees with access to City of Tigard computer systems will be CJIS cleared by the Tigard Police Department. Consultants employees will complete and maintain level four security awareness training and will abide by all CJIS policy requirements while performing work for the City. 16. 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. 17. 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. 18. 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. 19. 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 9 1' a 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. 20. 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. 21. 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,27913,and 279C. 22. 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. 23. 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. Upon request by the City the Consultant will provide all documentation, ticket history, and knowledgebase information related to City of Tigard service requests. 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. Representations and Warranties Consultant represents and warrants to the City that: A. Consultant has the power and authority to enter into and perform this Agreement. B. This Agreement, when executed and delivered, is a valid and binding obligation of Consultant, enforceable in accordance with its terms. C. Consultant (to the best of Consultant's knowledge, after due inquiry), for a period of no fewer than six calendar years (or since the firm's inception if less than that) preceding the effective date of this Agreement, faithfully has complied with: 10 11) 1) All tax lags of this state, including but not limited to ORS 305.620 and ORS chapters 316, 317, and 318; 2) Any tax provisions imposed by a political subdivision of this state that applied to Consultant, to Consultant's property, operations, receipts, or income, or to Consultant's performance of or compensation for any work performed by Consultant, 3) Any tax provisions imposed by a political subdivision of this state that applied to Consultant, or to goods,services,or property,whether tangible or intangible,provided by Consultant;and 4) Any rules, regulations, charter provisions, or ordinances that implemented or enforced any of the foregoing tax laws or provisions. D. Any intellectual property rights or such delivered to the City under this Agreement, and Consultant's services rendered in the performance of Consultant's obligations under this Agreement,shall be provided to the City free and clear of any and all restrictions on or conditions of use,transfer,modification,or assignment,and shall be free and clear of any and all liens,claims, mortgages, security interests,liabilities, charges, and encumbrances of any kind. 27. Compliance with Tax Laws A. Consultant must, throughout the duration of this Agreement and any extensions, comply with all tax laws of this state and all applicable tax laws of any political subdivision of the State of Oregon. For the purposes of this Section,"tax laws"includes all the provisions described in subsection 25.C. 1) through 4) of this Agreement. B. Any violation of subsection A of this section shall constitute a material breach of this Agreement. Furdzer, any violation of Consultant's warranty, in subsection 25.0 of this Agreement, that the Consultant has complied with the tax laws of the State of Oregon and the applicable tax laws of any political subdivision of this state also shall constitute a material breach of this Agreement. Any violation shall entitle the City to terminate this Agreement,to pursue and recover any and all damages that arise from the breach and the termination of this Agreement, and to pursue any or all of the remedies available under this Agreement,at law,or in equity,including but not limited to: 1) Termination of this Agreement, in whole or in part; 2) Exercise of the right of setoff, and withholding of amounts otherwise due and owing to Consultant, in an amount equal to State's setoff right,without penalty;and 3) Initiation of an action or proceeding for damages, specific performance, declaratory or injunctive relief. The City shall be entitled to recover any and all damages suffered as the result of Consultant's breach of this Agreement, including but not limited to direct, indirect, incidental and consequential damages, costs of cure, and costs incurred in securing a replacement Consultant. 111ese remedies are cumulative to the extent the remedies are not inconsistent,and the City may pursue any remedy or remedies singly, collectively, successively, or in any order whatsoever. 28. 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 111 P a g c 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 B DGE TECH By: Marty Wine, City Manager By: Authoriz d Contractor Representative Date Date 12 ( < s EXHIBIT A SCOPE OF SERVICES The Consultant shall render professional services as described below Monday through Friday lam—6pm: Remote Management and Monitoring, BridgeTech will install remote management and monitoring agents on all computer systems. BridgeTech will pro-actively monitor desktops with the goal of early diagnosis of issues, keeping the environment healthy,with speedy issue resolution, and minimizing end user disruption. Maintenance In order to provide support in a cost effective manner,it's important that the computer systems be a fundamentally reliable infrastructure, maintained and kept up to date with upgrades and best practices configuration settings. Workstation Coverage Includes remote response, monitoring and support; maintenance,routine updates,antivirus monitoring and maintenance; software settings. Managed IT Services Options Pur Managed IT Tiers-your ticket to business Price/Incl. "First Class" IT Support $7,747/mth Proactive Remote Management and Monitoring ✓ Security Antivirus and Software Update Management ✓ Speed of resolution Remote IT Support ✓ Terms: Minimum 1yr agreement 13 P -Eje EXHIBIT B CONSULTANT'S SCHEDULE OF RATES Rates for services outside of Exhibit A- Desktop Support/Light Server- $125/hr Project Manager- $125/hr Engineer- $165/hr SR Enterprise Engineer-$197/hr 14 ( 1'<� _ EXHIBIT C CONSULTANT'S CUSTOMER AGREEMENT 1. General. Customer ("you" or"customer") and BridgeTech LLC ("BridgeTech" or"us" or"we") are collectively referred to as "the parties". The parties agree to be legally bound by this customer agreement.This agreement governs all prior and subsequent agreements between the parties,including any service orders and ACH forms. Proposals, estimates, quotes,and other services lists and scope of work documents are offers and not accepted by BridgeTech until confirmed in writing. 2. Term for Monthly Services. Our monthly services are at a term specified in the customer proposal (yearly terms) to be paid monthly starting the first day of the month that services begin. 3. Billing. We will begin invoicing you for monthly services after giving you notice that the services are available for your use and will continue invoicing you on a monthly basis until the services are terminated.Except as otherwise set forth in the applicable service order, (a) monthly recurring charges will be billed monthly in advance, (b) varying or usage-based charges will be billed monthly in arrears and (c) installation,professional services,or other non-recurring charges will be billed upon the billing commencement date. If BridgeTech is unable to deliver the services on time due to customer's delay, or the delay of customer's end users or agents, BridgeTech may commence billing as of the date of notice that the services are available.BridgeTech may,upon 30 days prior notice,modify the payment terms or require a mutually acceptable form of security (e.g., a deposit) if customer has repeatedly failed to pay its invoices by the due date or if there has been a material, adverse change in customer's financial condition. Notwithstanding any other provision to the contrary and not more than once per calendar year, BridgeTech may increase the charges applicable to any service in an amount not to exceed the latest annual increase in the Consumer Price Index, specifically, the U.S. Department of Labor,Bureau of Labor Statistics "All Items Consumer Price Index for All Urban Consumers (CPI- U) for the U.S. City Average". Such increase shall be effective upon the date set forth in BridgeTech's written notice to customer. The foregoing shall not limit BridgeTech's ability to increase charges as set forth in a service order, or during any automatic renewal term. 4. Payment. Monthly services invoices are due in full and payable upon presentation, and become past due after the due date printed on the invoice. In addition to the service charges, customer shall also pay all applicable taxes and any third-party charges pre-approved by customer (e.g., installation, local access,utilities). If you have a bona fide dispute with any of the amounts on the invoice,you shall pay all amounts not in dispute by the due date and provide us with a written request for a billing adjustment, together with all supporting documentation,within 10 business days after the due date or your right to any billing adjustment shall be waived. If you fail to pay all non-disputed charges on our invoice by the due date,we may suspend your services until all delinquent amounts are paid in full. 5. IT Projects. BridgeTech offers services for specific IT projects. All services for IT projects shall be provided according to a specific services list and scope of work description. Proposals, estimates, quotes, and other services lists and scope of work documents are offers and not accepted by BridgeTech until confirmed in writing. Any requests for ancillary services not described in the applicable services lists and scope of work documents may be provided on an individual case basis as agreed to in writing by the parties. 6. Material Breach or Default. Your failure to timely pay your invoice constitutes a material breach of these terms and conditions. In the event you perceive a problem with our services, you agree to give 15 1 11 1 f us 5 days to remedy the problem or make substantial progress towards a remedy before attempting to hold us in default of our agreement. 7. Customer Obligations. Your use of our services will not violate any law or infringe on any copyright, patent or other right held by others. Subject to the limitations of the Oregon Tort Claims Act and the Oregon Constitution, you will indemnify, defend, and hold us harmless for third party claims, damages, and expenses in any way arising from your breach of these terms and conditions. You will not run an internet server or file-sharing application accessible to outside entities on any systems we provide you. You will maintain current software and equipment covered under active mfg warranty or maintenance agreement. We cannot support out-of-date software or hardware. BridgeTech recommends customers use mainstream name brand server equipment (Dell, HP, Cisco, Fortinet). BridgeTech will not be required to service or restore custom built "whitelabel" server hardware, or customer developed software in scope. Customer will maintain server room or data closet below 75 degrees, working with HVAC professionals when necessary. Servicing failed equipment due to server room temperatures is out of scope. If customers systems contain Personally identifiable information (PII) or sensitive personal information (SPI), customer will provide BridgeTech with a list of the systems or areas that contain PII or SPI. 8. BridgeTech Obligations. We will indemnify, defend, and hold harmless Customer and Customer's officers, employees,and agents for third party claims, damages,and expenses in any way arising from (i) BridgeTech's breach of these terms and conditions; (ii) BridgeTech's gross negligence or willful misconduct;(iii) violation,infringement,or misappropriation of any US patent,copyright,trade secret, or other intellectual property right; or (iv) a security event resulting in the breach of security by BridgeTech. 9. Automatic Renewals. Unless otherwise specified, monthly= services shall remain in effect until terminated. The parties shall enter into good faith renewal negotiations in the 60 days before the end of the current term. 10. Disclaimer of Warranties. Our services are provided without any implied or express warranties of any kind. 11. Limitation of Liability. Neither party shall be liable for any indirect, special,punitive,or consequential damages of any kind related to our services or these terms and conditions. This includes, without limitation,lost profits,lost data, damage to software or firmware,and the costs of obtaining substitute services. Except with respect to claims of indemnity, the total liability of us arising from or related to our services or these terms and conditions shall be limited to the total net payments paid by customer in the 12 months prior to the dispute giving rise to such liability. 12. Arbitration Clause and Waiver ofJury Trial Rights. In the event any dispute arises between the parties in any way related to these terms and conditions or in any way related to any subsequent agreements between the parties,the parties agree to settle the dispute through binding arbitration administered by the American Arbitration Association or similar arbitration association. The parties agree to share equally in any arbitration costs. Each party shall bear its own attorney fees during all stages of all disputes. Each party waives its right to a jury trial to determine any disputes arising between them. You have the right to opt-out of this arbitration clause and waiver of jury trial rights by notifying us in writing within ten business days of your receipt of these terms and conditions. 161111 g , 13. Choice of Law. The laws of the State of Oregon shall govern these terms and conditions and any subsequent agreements between the parties,regardless of its principles for resolving conflicts of law. 14. Public Records. BridgeTech acknowledges that Customer is subject to Oregon Public Records Law. BridgeTech understands that records may be disclosable to the public, unless the records are exempt or confidential under applicable law. Prior to disclosing any records identified by BridgeTech as confidential or trade secrets, Customer will give BridgeTech prompt written notice of such request. BridgeTech will have seven (7) days from the date it receives such notice to provide evidence of a statutory exemption under applicable law sufficient to protect the information or obtain a protective order or equivalent from a court of competent jurisdiction. If Customer is nonetheless legally compelled to disclose the requested information, Customer may, without liability hereunder, consistent with the judicial or governmental order, disclose to such tribunal only that portion of the information which Customer is legally required to disclose. If information is disclosed pursuant to a public records request,Customer will take reasonable steps to limit any such provision of information to the specific information requested.The parties understand and agree that the failure by BridgeTech to timely respond to the notice provided by Customer may result in the disclosure of the requested information pursuant to a public records request. 15. Non-Solicitation and Non-Hire.We shall perform your services as an independent contractor and not as an agent, employee or partner of your company. You acknowledge that we've spent considerable time and money hiring and training our employees and contractors. You acknowledge that by using our services, you will have access to our employees and contractors and could attempt to hire them away from us. You recognize that unless you're willing to enter into this agreement prohibiting the solicitation or hiring of our employees and contractors,we're not willing to do business with you. You agree that while you are using our services, and for a period of one (1) year after services are last provided to you for any reason, that (i) you will not, for yourself or for or with others, directly or indirectly, solicit or induce any of our employees or contractors to cease working with us or reduce our employees or contractors involvement with us;and (ii) you will not,directly or indirectly,hire any of our employees or contractors in any capacity,whether as an employee, independent contractor, or otherwise, even if the employee or contractor no longer works for us. You further agree that if you enter into any agreement with a third party that allows the third party to have access to our employees or contractors then you will make sure the third party signs a similar agreement prohibiting the third party from soliciting or hiring our employees or contractors just as you are obligated to under these terms and conditions. You acknowledge that both the time period and the scope of these provisions are fair and reasonable and only designed to allow us to attempt to maintain our relationship with our employees and contractors after we no longer provide you services. 16. Act of God Clause. Neither party shall be liable for failure or delay in performance due to Acts of God, such as fires, natural disasters, terrorist activities, cyber-attack, strikes, or interruption or failure of utility services or services of third parties. 17. Access to Data. For customers of BridgeTech's cloud services, customer system backups are made on a snapshot basis and only capture information that exists on the system at the time of backup. In addition,we may destroy all but the most recent backup. These backups may not be available to you, or if available, may not be useful to you outside of BridgeTech LLC. 17 1 11 18. Legal Notices and Billing Disputes.All legal written notices and billing disputes must be served on us at: BridgeTech LLC, 14925 SW Barrows RD, Ste 109 #147, Beaverton, OR 97007; and via email at: billin &) e tbridgetech.com. 19. Maintenance. You acknowledge that our services are subject to periodic maintenance or repair and agree to cooperate and provide us reasonable access. 20. Ownership of Work. The parties agree that any software or modifications to software or other intellectual property written, created, or modified by us shall be our sole property, and that we shall have a perpetual, transferable right to use our intellectual property for any other purpose. 21. Nonassignability. Your duties under this agreement shall not be assigned to any third parties without our prior written consent. 22. Miscellaneous. If any of these terms are held unenforceable, the term shall be construed as nearly as possible to reflect the original intent of the parties and the remaining terms shall remain in effect. These terms and conditions, and any subsequent agreements between the parries, are solely between the parties and not intended to confer right or benefit on any third party.These terms and conditions constitute the entire agreement between the parties and supersede any prior written or oral understandings or agreements between the parties 18 1 i tt ,