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Bruce Olson - IT Support CITY OF TIGARD, OREGON CONTRACT FOR PERSONAL SERVICES CONTRACT TITLE: COMPUTER SERVICES This Contract, made and entered into this 18th day of Februrary , 1994, by and between the City of Tigard, a municipal corporation of the State of Oregon, hereinafter called "City" and Bruce Olson, herinafter called "Contractor", duly authorized to perform such services in Oregon. W I T N E S S E T H: WHEREAS, the City requires services which Contractor is capable of providing, under terms and conditions hereinafter described; and WHEREAS, Contractor is able and prepared to provide such services as City does hereinafter require, under those terms and conditions set forth; now, therefore, IN CONSIDERATION of those mutual promises and the terms and conditions set forth hereafter, the parties agree as follows: 1. Term The term of this Agreement shall be from the 18th day of February ,1994, to and including the 31st day of March , 1994, unless sooner terminated under the provisions hereof. The term of this agreement may be extended for successive calendar months upon mutual written consent of both parties at least five business days prior to the termination date. 2. Services Contractor's services under this Agreement shall consist of those stated in the task schedule attached as Exhibit A and any other related specifications defined in the bid packet. 3. Contractor Identification Contractor shall furnish to the City its employer identification number, as designated by the Internal Revenue Service, or Contractor's Social Security number, as City deems applicable. 4. Compensation A. The City agrees to pay Contractor for the work and at the rates set forth in Exhibit A. B. Payment shall be based upon the following applicable terms: 1. Upon receipt of Contractor's bill. 2. At least 15 days prior to the due date of each payment, Contractor shall prepare and submit to Wayne Lowry, Finance Director, 13125 SW Hall Boulevard, Tigard, Oregon, 97223,, a statement of services rendered, indicating hours and dates of services together with a request for payment. 3. Payment by the City shall release the City from any further obligation for payment to Contractor for service performed or expenses incurred as of the date of the statement of services. CONTRACT FOR PERSONAL SERVICES - PAGE 1 C. City certifies that sufficient funds are available and authorized for expenditure to finance costs of this contract. " 5. Contractor Is Independent Contractor A. Contractor's services shall be provided under the general supervision of City's Finance Director, or designee, but Contractor shall be an independent contractor for all purposes and shall be entitled to no compensation other than the compensation provided for under paragraph 4 of this Agreement.. B. In the event Contractor is to perform the services described in this Agreement without the assistance of others, Contractor hereby agrees to file a joint declaration with City to the effect that Contractor's services are those of an independent contractor, as provided under Chapter 864 Oregon Laws 1979. C. Contractor acknowledges that for all purposes related to this agreement, Contractor is and shall be deemed to be an independent contractor and not an employee of City, shall not be entitled to benefits of any kind to which an employee of the City is entitled and shall be solely responsible for all payments and taxes required by law; and furthermore in the event that Contractor 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 to demand repayment of any amounts paid to Contractor under the terms of this agreement, to the full extent of any benefits or other renumeration Contractor receives (from City or third party) as result of said finding and to the full extent of any payments that City is required to make (to Contractor or to a third party) as a result of said finding. D. The undersigned Contractor hereby represents that no employee of the City of Tigard, or any partnership or corporation in which a City employee has an interest, has or will receive any remuneration of any description from the Contractor, either directly or indirectly, in connection with the letting or performance of this contract, except as specifically declared in writing. ,.. 6. Subcontracts - Assignment & Delegation A. Contractor shall not subcontract or permit any portion of work to be further subcontracted except as provided in the proposal without the prior written approval of City, and Contractor 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. B. This agreement, and all of the covenants and conditions hereof, shall inure to the benefit of and be binding upon the City and the Contractor respectively and their legal representatives. Contractor shall not assign any rights nor delegate any duties incurred by this contract, or any part hereof without the written consent of City, and any assignment or delegation in violation hereof shall be void. 7. Early Termination A. This Agreement may be terminated without cause prior to the expiration of the agreed upon terms as provided by ORS 279.326 as follows: 1. By mutual written consent of the parties; 2. By either party upon 5 days' written notice to the other, delivered by certified mail or in person; 'or 3. By City, effective upon delivery of written notice to Contractor by certified mail or in person. CONTRACT FOR PERSONAL SERVICES - PAGE 2 B. Payment of Contractor shall be as provided by ORS 279.330 and shall be prorated to and include the day of termination and shall be in full satisfaction of all claims by Contractor against City under this Agreement. C. Termination under any provision of this paragraph shall not affect any right, obligation, or liability of Contractor or City which accrued prior to such termination. 8. Cancellation for Cause City may cancel all or any part of this Contract if Contractor breaches any of the terms hereof or in the event of any of the following: insolvency of Contractor; voluntary or involuntary petition in bankruptcy by or against Contractor; appointment of a receiver or trustee for Contractor, or an assignment for benefit of creditors of Contractor. Damages for breach shall be those allowed by Oregon law, reasonable and necessary attorney's fees, and other costs of litigation at trial and upon appeal. In the alternative and.at the City's sole option, the City may correct, without waiving its right to cancel the contract, the breech or cause to have another qualified contractor to correct the breech and to deduct the cost of said corrections from the contractor'.s monthly payment or payments. 9. Access to Records City shall have access to such books, documents, papers and records of Contractor as are directly pertinent to this Agreement for the purpose of making audit, examination, excerpts and transcripts. 10. Work is Property of City - All work performed by Contractor under this Agreement shall be the property of City. 11. Adherence to Law A. Contractor shall adhere to all applicable laws governing its relationship with its employees, including but not limited to laws, rules, regulations and policies concerning workers' compensation, and minimum and prevailing wage requirements. B. To the extent applicable, the Contractor represents that it will comply with Executive Order 11246 as amended, Executive Order 11141, Section 503 of the Vocational Rehabilitation Act of 1973 as amended and the Age Discrimination Act of 1975, and all rules and regulations issues pursuant to the Acts. C. As provided by ORS 279.315, all applicable provisions of federal, state or local statutes, ordinances, and regulations dealing with the prevention of environmental pollution and the preservation of natural resources that affect the work under this contract are by reference incorporated herein to the same force and affect as if set forth herein in full. If the Contractor must undertake additional work due to the enactment of new or the amendment of existing statutes, ordinances or regulations occurring after the submission of the successful bid, the City shall issue a Change Order setting forth the additional work that must be undertaken;. The Change Order shall not invalidate the Contract and there shall be, in addition to a reasonable extension, if necessary, of the contract time, a reasonable adjustment in the contract price, if necessary, to compensate the Contractor for all costs and expenses incurred, including overhead and profits, as a result of the additional work. 12. Changes City may at any time, and without notice, issue a written Change Order requiring additional work within the general scope of this Contract, or any amendment thereto, CONTRACT FOR PERSONAL SERVICES - PAGE 3 or directing the omission of or variation in work. If such Change Order results in a material change in the amount or character of the work, an equitable adjustment in the Contract price and other provisions of this Contract as may be affected may be made. Any claim by Contractor for an adjustment under this section shall be asserted in writing within thirty (30) days from the date of receipt by Contractor of the notification of change or the claim will not be allowed. Whether made pursuant to this section or by mutual agreement, no change shall be binding upon City until a Change Order is executed by the Authorized Representative of City,, which expressly states that it constitutes a Change Order to this Contract. The issuance of information, advice, approvals, or instructions by City's ;Representative or other City personnel shall not constitute an authorized change ,pursuant to this section. Nothing contained in this section shall excuse the contractor from proceedings with the prosecution of the work in accordance with the Contract, as changed. 13. Force Maieure Neither City nor Contractor shall be considered in default because of any delays in completion of responsibilities hereunder due to causes beyond the control and without fault or negligence on the part of the party so disenabled, including, but not restricted to, an act of God or of a public enemy, volcano, earthquake, fire, flood, epidemic, quarantine, restriction, area-wide strike, freight embargo, unusually severe weather or delay of subcontractor or suppliers due to such cause; provided that the party so disenabled shall within ten (10) days from the beginning of such delay notify the other party in writing of the causes of delay and its probably extent. Such notification shall not be the basis for a claim for additional compensation. . 14. Nonwaiver The failure of the City to insist upon or enforce strict performance by Contractor of any of the terms. of this contract or to exercise any rights hereunder shall not be construed as a waiver or relinquishment to any extent of its right to assert or rely upon such terms or rights on any future occasion. 15. Attorney's Fees In case suit or action is instituted to enforce the provisions of this contract, the parties agree that the losing party shall pay such sum as the Court may adjudge reasonable attorney's fees and court costs including attorney's fees and court costs on appeal to appellate courts. 16. Applicable Law This contract will be governed by the laws of the State of Oregon. 17. 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 and the proposal of the contractor, this instrument shall control and nothing herein shall be considered as an acceptance of the said terms of said proposal conflicting herewith. 18. Indemnification Contractor agrees to indemnify and to hold harmless the City, its Officers, Employees and Agents against and from any :and all loss, claims, actions, suits, including costs and attorney's fees, for or on account of injury, bodily or otherwise, to, or death of persons, damage to or destruction of property belonging to City,. Contractor or others, resulting from, arising out of, or in any way connected with Contractor's activities hereunder, excepting only such injury or harm as may be caused solely by the fault or negligence of the City, its Officers, Employees and/or Agents. CONTRACT FOR PERSONAL SERVICES - PAGE 4 19. Insurance All insurance is to be placed with insurers with the Best's rating of no less than A:VII. Each insurance policy shall be endorsed to require coverage not be suspended, voided or canceled by either party, reduced in coverage or in limits, except after 30 days prior written notice by certified mail, return receipt requested has been given to the City. Contractor must provide the City with proof of insurance coverage upon demand. Contractor shall secure and continue to carry during the term of this contract the following insurance coverages: • Commercial General Liability Commercial general liability insurance (Insurance Services office Form CG0001 - 11/85) . This must be on an occurrence basis and shall require coverage of $100,000 combined single limit per occurrence for bodily injury, personal injury and property damage. • Workers' Compensation Contractor performing as an independent contractor hereunder, its subcontractors if any, and all employers working 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 for all their subject workers. 20. All notices provided for under this contract are to be written and shall be addressed to the following parties: Contractor City of Tigard FROCC �, (�CSO� Wayne Lowry, Finance Director City of Tigard _ 13$0q SV L INDeA) LA) 13125 SW Hall Blvd. pycwAatcrN-1 OR. ei 7 22 Z Tigard, OR 97223 S03 653 ?2"7G 21. Complete Agreement This contract and any referenced attachments constitute the complete agreement between the City and Contractor and supersedes all prior written or oral discussions or agreements. IN WITNESS WHEREOF, the City has caused this agreement to be executed by its duly authorized undersigned officers, and the contractor has executed this agreement on the date herein above first written. CONTRACTOR CITY OF TIGARD BY•. l�J +<//. �TiJa'�- BY: W41— BY:— BY: AC\WAYNE\PERSCONT.51 CONTRACT FOR PERSONAL SERVICES - PAGE 5 DECLeeATION OF INDEPENDENT CONTRACTOR LATUS DATA: City of Tigard, c/o Wayne Lowry, Finance Director NAME OF PERSON LETTING CONTRACT 13125 SW Hall Blvd., Tigard, OR 97223 (503) 639-.4171 639-4171 ADDRESS PHONE 3rtk�€ 1�7• C�CSorJ NAME OF SO ONTRACTOR SC J- AJ))E P L n1 j'1411-Wau<<lr', Oe, q7ZZZ ADDRESS Time or Project(s) covered by the Declaration: The undersigned hereby declare that all services performed under the contract dated �'C0?(JAPW IX, Prgq shall be rendered by the independent contractors in his or her status as independent contractors. The undersigned shall give the person letting the contract seven (7) days advance written notice before obtaining the assistance of any other person in performance of the contract. Upon receipt of this notice, the person letting the contract may require the independent contractor to qualify as a direct responsibility employer under ORS 656.407 or as a contributing employer under ORS 656.411. Failure to give the notice required by the person letting the contract shall constitute grounds for termination of the contract by the person letting the contract. In consideration of the letting of this contract, the independent contractor agrees to indemnify the person letting the contract for any damages, expenses, costs and disbursements, and attorney's fees incurred by said person as a result of the independent contractor's failure to adhere to the terms of this declaration. The parties to this declaration understand that a person who files a declaration of status as an independent contractor is not eligible to receive workers' compensation benefits (under ORS Chapter 656) in the event of injury or disease, unless said person has obtained coverage for such benefits pursuant to ORS 656.128. A��L422e= 2-11 y Independent Contractor Date _ i / 9 Person L in ontr Date CONTRACT FOR PERSONAL SERVICES - PAGE 6 CITY OF TIGARD, OREGON CONTRACT FOR PERSONAL SERVICES EXHEBIT "X 1) Contractor shall perform the following services: A. Network support and routine maintenance. This shall include but not be limited to daily network maintenance, troubleshooting, repair, maintenance and testing of servers and related equipment, repair and maintenance of the system of cables and connections, and modifications or changes to the operating systems, menu structures, etc. B. Hardware maintenance. Repair and maintenance of all work stations, printers and other related equipment. The cost of replacement parts and equipment shall not be the responsibility of the contractor. However, contractor shall attempt to procure high quality components at the lowest possible cost. All hardware purchases must be approved in writing by the Finance Director, or designee, prior to purchase. C. Projects as assigned. This category of service includes but is not limited to equipment installation, relocation, upgrades, configuration, reconfiguration, creating reports on menues, etc. 2) Contractor agrees to provide up to 32 hours of support between the hours of 7:OOam and 5:00pm'Monday through Friday. Of those hours, contractor agrees to be on site for at least 24 hours per week. Contractor shall be compensated for such work at the rate of$45 per hour. 3) Call-ins for emergency work during hours outside the 7:OOam to 5:OOpm Monday through Friday times will be compensated.at $75.00 per hour to be calculated from receipt of call to return to contractor's office. 4) City agrees to provide office space and sufficient work area to contractor along with necessary officer equipment and supplies to accomplish contracted work. - City also agrees to furnish contractor with a pager at City expense to be used exclusively for City purposes for contact with contractor while not physically on site. 5) IN addition to the above services, contractor may be requested to .provide programming of certain application software packages for modification or enhancement. Such programming services shall be provided outside of the normal on site services mentioned above. 6) Major system programming will be quoted as a package price. A portion of the quoted price will be paid to contractor prior to initiation of programming. The prepaid amount will be.negotiated based on the complexity and.scope of the project, but shall not be less than 20% of the quoted price. The balance of payment for programming services will be paid upon completion, installation and testing to the satisfaction of the Finance Director, or designee. h:\login\alice\wayne\per9wnt.bo M E M O R A N D U M February 17, 1994 TO: Wayne Lowry, Finance Director FROM: Bruce Olson SUBJECT: Self insurance At your request I am submitting this memo as my intention to either obtain worker' s compensation coverage on myself or to self insure myself for the duration of our pending contract .