HomeMy WebLinkAboutC-5143 - On-Call PSA for Temporary Information Technology Staffing ServicesM
�J ON -CALL PROFESSIONAL SERVICES AGREEMENT WITH
V OUTSOURCE TECHNICAL, LLC.FOR
TEMPORARY INFORMATION TECHNOLOGY STAFFING SERVICES
THIS ON -CALL PROFESSIONAL SERVICES AGREEMENT ( "Agreement') is
made and entered into as of this a.+Irkday of May, 2012, by and between the CITY OF
NEWPORT BEACH, a California Municipal Corporation ( "City "), and Outsource
Technical, LLC., a California limited liability company whose address is 3700 Campus
Drive, Suite 100, Newport Beach, CA 92660 ( "Consultant'), and is made with reference
to the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City has a need for on -call assistance for temporary staffing services in the
Information Technology Division of the City Manager's Office.
C. City desires to engage Consultant to perform on -call information technology
staffing services throughout the City on an as need basis ('Project').
D. Consultant possesses the skill, experience, ability, background, certification and
knowledge to provide the services described in this Agreement.
E. The principal member of Consultant for purposes of Project, shall be Gina
Ramirez.
F. City has solicited and received a proposal from Consultant, has reviewed the
previous experience and evaluated the expertise of Consultant, and desires to
retain Consultant to render professional services under the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
Parties as follows:
1. TERM
The term of this Agreement shall commence on the above written date, and shall
terminate on June 28, 2013, unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED
2.1 Consultant shall provide "On -Call' temporary information technology
staffing services as described in the Scope of Services attached hereto as Exhibit A and
incorporated herein by reference ( "Services "). Upon verbal or written request from the
Outsource Technical, LLC.
proposal for Services requested by the City (hereinafter referred to as the "Letter
Proposal "). The Letter Proposal shall include the following:
2.1.1 A detailed description of the Services to be provided;
2.1.2 The position of each person to be assigned to perform the
Services, and the name of the individuals to be assigned, if available;
2.1.3 The estimated number of hours and cost to complete the Services;
2.1.4 The time needed to finish the specific project.
2.2 No Services shall be provided until the Project Administrator has provided
written acceptance of the Letter Proposal. Once authorized to proceed, Consultant
shall diligently perform the duties in the approved Letter Proposal.
3. TIME OF PERFORMANCE
3.1 Time is of the essence in the performance of Services under this
Agreement and the Services shall be performed to completion in a diligent and timely
manner. The failure by Consultant to perform the Services in a diligent and timely
manner may result in termination of this Agreement by City.
3.1.1 Notwithstanding the foregoing, Consultant shall not be responsible
for delays due to causes beyond Consultant's reasonable control. However, in the case
of any such delay in the Services to be provided for the Project, each party hereby
agrees to provide notice to the other party so that all delays can be addressed.
3.2 Consultant shall submit all requests for extensions of time for performance
in writing to the Project Administrator not later than ten (10) calendar days after the start
of the condition that purportedly causes a delay. The Project Administrator shall review
all such requests and may grant reasonable time extensions for unforeseeable delays
that are beyond Consultant's control.
3.3 For all time periods not specifically set forth herein, Consultant shall
respond in the most expedient and appropriate manner under the circumstances, by
telephone, fax, hand - delivery or mail.
4. COMPENSATION TO CONSULTANT
4.1 City shall pay Consultant for the Services on a time and expense not -to-
exceed basis, in accordance with the provisions of this Section and the Schedule of
Billing Rates attached hereto as Exhibit A and incorporated herein by reference.
4.2 No rate changes shall be made during the term of this Agreement without
the prior written approval of the City. Consultant's compensation for Services
performed in accordance with this Agreement, including all reimbursable items and
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performed in accordance with this Agreement, including all reimbursable items and
subconsultant fees, shall not exceed the fees identified in the Letter Proposal, as
approved by the Project Administrator. Total compensation paid to Consultant during
the term of this Agreement shall not exceed One Hundred Thousand Dollars and
00/100 ($100,000.00) without written amendment to the Agreement.
4.2.1 Consultant shall submit weekly invoices to City describing the work
performed the preceding week. Consultant's bills shall include the name of the person
and /or classification of employee who performed the work, a brief description of the
Services performed and /or the specific task in the letter proposal to which it relates, the
date the Services were performed, the number of hours spent on all work billed on an
hourly basis, and a description of any reimbursable expenditures. City shall pay
Consultant no later than thirty (30) days after approval of the weekly invoice by City
staff.
4.2.2 City shall reimburse Consultant only for those costs or expenses
specifically approved in the Letter Proposal. Unless otherwise approved, such costs
shall be limited and include nothing more than the following costs incurred by
Consultant:
4.2.2.1 The actual costs of subconsultants for performance of
any of the Services that Consultant agrees to render pursuant to this Agreement and
the Letter Proposal, which have been approved in advance by City and awarded in
accordance with this Agreement.
4.2.2.2 Approved charges.
4.2.2.3 Actual costs and /or other costs and /or payments
specifically authorized in advance in writing and incurred by Consultant in the
performance of this Agreement.
4.2.3 Consultant shall not receive any compensation for Extra Work
without the prior written authorization of City. As used herein, "Extra Work" means any
work that is determined by City to be necessary for the proper completion of the Project,
but which is not included within the Letter Proposal and which the parties did not
reasonably anticipate would be necessary. Compensation for any authorized Extra
Work shall be paid in accordance with the Schedule of Billing Rates set forth in Exhibit
A.
5. PROJECT MANAGER
5.1 Consultant shall designate a Project Manager, who shall coordinate all
phases of the Project. This Project Manager shall be available to City at all reasonable
times during the Agreement term. Consultant has designated Gina Ramirez to be its
Project Manager. Consultant shall not remove or reassign the Project Manager or any
personnel listed in Exhibit A or assign any new or replacement personnel to the Project
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5.2 Consultant, at the sole discretion of City, shall remove from the Project
any of its personnel assigned to the performance of Services upon written request of
City. Consultant warrants that it will continuously furnish the necessary personnel to
complete the Project on a timely basis as contemplated by this Agreement.
6. ADMINISTRATION
This Agreement will be administered by the City Manager's Office. Rob Houston,
Assistant to the City Manager , or his /her designee, shall be the Project Administrator
and shall have the authority to act for City under this Agreement. The Project
Administrator or an authorized representative shall represent City in all matters
pertaining to the Services to be rendered pursuant to this Agreement.
7. CITY'S RESPONSIBILITIES
7.1 In order to assist Consultant in the execution of its responsibilities under
this Agreement, City agrees to, where applicable:
7.1.1 Provide access to, and upon request of Consultant, one copy of all
existing relevant information on file at City. City will provide all such materials in a
timely manner so as not to cause delays in Consultant's work schedule.
8. STANDARD OF CARE
8.1 Consultant represents that it possesses the professional and technical
personnel required to perform the Services required by this Agreement, and that it will
perform all Services in a manner commensurate with community professional
standards. All Services shall be performed by qualified and experienced personnel who
are not employed by City, nor have any contractual relationship with City. By delivery of
completed work, Consultant certifies that the work conforms to the requirements of this
Agreement and all applicable federal, state and local laws and the professional standard
of care.
8.2 Consultant represents and warrants to City that it has or shall obtain all
licenses, permits, qualifications, insurance and approvals of whatsoever nature that are
legally required of Consultant to practice its profession. Consultant further represents
and warrants to City that Consultant shall, at its sole cost and expense, keep in effect or
obtain at all times during the term of this Agreement, any and all licenses, permits,
insurance and other approvals that are legally required of Consultant to practice its
profession. Consultant shall maintain a City of Newport Beach business license during
the term of this Agreement.
8.3 Consultant shall not be responsible for delay, nor shall Consultant be
responsible for damages or be in default or deemed to be in default by reason of strikes,
lockouts, accidents, or acts of God, or the failure of City to furnish timely information or
to approve or disapprove Consultant's work promptly, or delay or faulty performance by
City, contractors, or governmental agencies.
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9. HOLD HARMLESS
9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend
and hold harmless City, its City Council, boards and commissions, officers, agents and
employees (collectively, the "Indemnified Parties ") from and against any and all claims
(including, without limitation, claims for bodily injury, death or damage to property),
demands, obligations, damages, actions, causes of action, suits, losses, judgments,
fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's
fees, disbursements and court costs) of every kind and nature whatsoever (individually,
a Claim; collectively, "Claims "), which may arise from or in any manner relate (directly or
indirectly) to any work performed or Services provided under this Agreement including,
without limitation, defects in workmanship or materials or Consultant's presence or
activities conducted on the Project (including the negligent and /or willful acts, errors
and /or omissions of Consultant, its principals, officers, agents, employees, vendors,
suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of
them or for whose acts they may be liable or any or all of them).
9.2 Notwithstanding the foregoing, nothing herein shall be construed to
require Consultant to indemnify the Indemnified Parties from any Claim arising from the
sole negligence or willful misconduct of the Indemnified Parties. Nothing in this
indemnity shall be construed as authorizing any award of attorney's fees in any action
on or to enforce the terms of this Agreement. This indemnity shall apply to all claims
and liability regardless of whether any insurance policies are applicable. The policy
limits do not act as a limitation upon the amount of indemnification to be provided by the
Consultant.
10. INDEPENDENT CONTRACTOR
It is understood that City retains Consultant on an independent contractor basis and
Consultant is not an agent or employee of City. The manner and means of conducting
the work are under the control of Consultant, except to the extent they are limited by
statute, rule or regulation and the expressed terms of this Agreement. Nothing in this
Agreement shall be deemed to constitute approval for Consultant or any of Consultant's
employees or agents, to be the agents or employees of City. Consultant shall have the
responsibility for and control over the means of performing the work, provided that
Consultant is in compliance with the terms of this Agreement. Anything in this
Agreement that may appear to give City the right to direct Consultant as to the details of
the performance or to exercise a measure of control over Consultant shall mean only
that Consultant shall follow the desires of City with respect to the results of the Services.
11. COOPERATION
Consultant agrees to work closely and cooperate fully with City's designated Project
Administrator and any other agencies that may have jurisdiction or interest in the work
to be performed. City agrees to cooperate with the Consultant on the Project.
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12. CITY POLICY
Consultant shall discuss and review all matters relating to policy and project direction
with City's Project Administrator in advance of all critical decision points in order to
ensure the Project proceeds in a manner consistent with City goals and policies.
13. PROGRESS
Consultant is responsible for keeping the Project Administrator and /or his /her duly
authorized designee informed on a regular basis regarding the status and progress of
the work, activities performed and planned, and any meetings that have been scheduled
or are desired.
14. INSURANCE
14.1 Without limiting Consultant's indemnification of City, and prior to
commencement of Work, Consultant shall obtain, provide and maintain at its own
expense during the term of this Agreement, policies of insurance of the type and
amounts described below and in a form satisfactory to City.
14.2 Proof of Insurance. Consultant shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a waiver of
subrogation endorsement for workers' compensation. Insurance certificates and
endorsement must be approved by City's Risk Manager prior to commencement of
performance. Current certification of insurance shall be kept on file with City at all times
during the term of this contract. City reserves the right to require complete, certified
copies of all required insurance policies, at any time.
14.2.1 Consultant shall procure and maintain for the duration of the
contract insurance against claims for injuries to persons or damages to property, which
may arise from or in connection with the performance of the Work hereunder by
Consultant, his agents, representatives, employees or subconsultants. The cost of such
insurance shall be included in Consultant's bid.
14.3 Acceptable Insurers. All insurance policies shall be issued by an
insurance company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders' Rating
of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the
latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk
Manager.
14.4 Coverage Requirements.
14.4.1 Workers' Compensation Coverage. Consultant shall maintain
Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance
(with limits of at least one million dollars ($1,000,000)) for Consultant's employees in
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accordance with the laws of the State of California, Section 3700 of the Labor Code In
addition, Consultant shall require each subconsultant to similarly maintain Workers'
Compensation Insurance and Employer's Liability Insurance in accordance with the
laws of the State of California, Section 3700 for all of the subconsultant's employees.
14.4.2 Any notice of cancellation or non - renewal of all Workers'
Compensation policies must be received by City at least thirty (30) calendar days (ten
(10) calendar days written notice of non - payment of premium) prior to such change.
14.4.3 Consultant shall submit to City, along with the certificate of
insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents,
employees and volunteers.
14.5 General LiabilitV Coverage. Consultant shall maintain commercial general
liability insurance in an amount not less than one million dollars ($1,000,000) per
occurrence for bodily injury, personal injury, and property damage, including without
limitation, blanket contractual liability.
14.6 Automobile LiabilitV Coverage. Consultant shall maintain automobile
insurance covering bodily injury and property damage for all activities of the Consultant
arising out of or in connection with Work to be performed under this Agreement,
including coverage for any owned, hired, non -owned or rented vehicles, in an amount
not less than one million dollars ($1,000,000) combined single limit for each accident.
14.7 Professional Liability (Errors & Omissions) Coverage. Consultant shall
maintain professional liability insurance that covers the Services to be performed in
connection with this Agreement, in the minimum amount of one million dollars
($1,000,000) limit per claim and in the aggregate.
14.8 Other Insurance Provisions or Requirements. The policies are to contain,
or be endorsed to contain, the following provisions:
14.8.1 Waiver of Subrogation. All insurance coverage maintained or
procured pursuant to this agreement shall be endorsed to waive subrogation against
City, its elected or appointed officers, agents, officials, employees and volunteers or
shall specifically allow Consultant or others providing insurance evidence in compliance
with these requirements to waive their right of recovery prior to a loss. Consultant
hereby waives its own right of recovery against City, and shall require similar written
express waivers and insurance clauses from each of its subconsultants.
14.8.2 Enforcement of Contract Provisions. Consultant acknowledges and
agrees that any actual or alleged failure on the part of the City to inform Consultant of
non - compliance with any requirement imposes no additional obligations on the City nor
does it waive any rights hereunder.
14.8.3 Requirements not Limiting. Requirements of specific coverage
features or limits contained in this Section are not intended as a limitation on coverage,
limits or other requirements, or a waiver of any coverage normally provided by any
Outsource Technical, LLC. Page 7
insurance. Specific reference to a given coverage feature is for purposes of clarification
only as it pertains to a given issue and is not intended by any party or insured to be all
inclusive, or to the exclusion of other coverage, or a waiver of any type.
14.8.4 Notice of Cancellation. Consultant agrees to oblige its insurance
agent or broker and insurers to provide to City with thirty (30) days notice of cancellation
(except for nonpayment for which ten (10) days notice is required) or nonrenewal of
coverage for each required coverage.
14.8.5 Timely Notice of Claims. Consultant shall give City prompt and
timely notice of claims made or suits instituted that arise out of or result from
Consultant's performance under this Agreement.
14.8.6 Additional Insurance. Consultant shall also procure and maintain,
at its own cost and expense, any additional kinds of insurance, which in its own
judgment may be necessary for its proper protection and prosecution of the Work.
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be provided
under this Agreement shall not be assigned, transferred contracted or subcontracted out
without the prior written approval of City. Any of the following shall be construed as an
assignment: The sale, assignment, transfer or other disposition of any of the issued
and outstanding capital stock of Consultant, or of the interest of any general partner or
joint venturer or syndicate member or cotenant if Consultant is a partnership or joint -
venture or syndicate or cotenancy, which shall result in changing the control of
Consultant. Control means fifty percent (50 %) or more of the voting power, or twenty -
five percent (25 %) or more of the assets of the corporation, partnership or joint- venture.
16. SUBCONTRACTING
The parties recognize that a substantial inducement to City for entering into this
Agreement is the professional reputation, experience and competence of Consultant.
Assignments of any or all rights, duties or obligations of the Consultant under this
Agreement will be permitted only with the express written consent of City. Consultant
shall not subcontract any portion of the work to be performed under this Agreement
without the written authorization of City.
17. OWNERSHIP OF DOCUMENTS
17.1 Each and every report, draft, map, record, plan, document and other
writing produced (hereinafter "Documents "), prepared or caused to be prepared by
Consultant, its officers, employees, agents and subcontractors, in the course of
implementing this Agreement, shall become the exclusive property of City, and City
shall have the sole right to use such materials in its discretion without further
compensation to Consultant or any other party. Consultant shall, at Consultant's
expense, provide such Documents to City upon written request.
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18. COMPUTER DELIVERABLES
All written documents shall be transmitted to City in formats compatible with Microsoft
Office and /or viewable with Adobe Acrobat.
19. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the Services in this Agreement, shall be kept
confidential unless City authorizes the release of information.
20. RECORDS
Consultant shall keep records and invoices in connection with the work to be performed
under this Agreement. Consultant shall maintain complete and accurate records with
respect to the costs incurred under this Agreement and any services, expenditures and
disbursements charged to City, for a minimum period of three (3) years, or for any
longer period required by law, from the date of final payment to Consultant to this
Agreement. All such records shall be clearly identifiable. Consultant shall allow a
representative of City to examine, audit and make transcripts or copies of such records
during regular business hours. Consultant shall allow inspection of all work, data,
documents, proceedings and activities related to the Agreement for a period of three (3)
years from the date of final payment under this Agreement.
21. WITHHOLDINGS
City may withhold payment of any disputed sums until satisfaction of the dispute with
respect to such payment. Such withholding shall not be deemed to constitute a failure
to pay according to the terms of this Agreement. Consultant shall not discontinue work
as a result of such withholding. Consultant shall have an immediate right to appeal to
the City Manager or his designee with respect to such disputed sums. Consultant shall
be entitled to receive interest on any withheld sums at the rate of return that City earned
on its investments during the time period, from the date of withholding of any amounts
found to have been improperly withheld.
22. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Consultant which result in expense to City greater than what would
have resulted if there were not errors or omissions in the work accomplished by
Consultant, the additional design, construction and /or restoration expense shall be
borne by Consultant. Nothing in this paragraph is intended to limit City's rights under
any other sections of this Agreement.
23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other Consultants in connection with the Project.
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24. CONFLICTS OF INTEREST
The Consultant or its employees may be subject to the provisions of the California
Political Reform Act of 1974 (the "Act "), which (1) requires such persons to disclose any
financial interest that may foreseeably be materially affected by the work performed
under this Agreement, and (2) prohibits such persons from making, or participating in
making, decisions that will foreseeably financially affect such interest.
If subject to the Act, Consultant shall conform to all requirements of the Act. Failure to
do so constitutes a material breach and is grounds for termination of this Agreement by
City. Consultant shall indemnify and hold harmless City for any and all claims for
damages resulting from Consultant's violation of this Section.
25. NOTICES
25.1 All notices, demands, requests or approvals to be given under the terms of
this Agreement shall be given in writing, and conclusively shall be deemed served when
delivered personally, or on the third business day after the deposit thereof in the United
States mail, postage prepaid, first -class mail, addressed as hereinafter provided. All
notices, demands, requests or approvals from Consultant to City shall be addressed to
City at:
Rob Houston, Assistant to the City Manager
City Manager's Office
City of Newport Beach
PO Box 1768
3300 Newport Boulevard
Newport Beach, CA 92658 -8915
Phone: (949) 644 -3033
Email: rhouston @newportbeachca.gov
25.2 All notices, demands, requests or approvals from City to Consultant shall
be addressed to Consultant at:
Gina Ramirez
Outsource Technical, LLC.
3700 Campus Drive, Suite 100
Newport Beach, CA 92660
Phone: 949 - 379 -1630
Email: gramirez @ostechnical.com
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26. TERMINATION
26.1 In the event that either party fails or refuses to perform any of the
provisions of this Agreement at the time and in the manner required, that party shall be
deemed in default in the performance of this Agreement. If such default is not cured
within a period of two (2) calendar days, or if more than two (2) calendar days are
reasonably required to cure the default and the defaulting party fails to give adequate
assurance of due performance within two (2) calendar days after receipt of written
notice of default, specifying the nature of such default and the steps necessary to cure
such default, the non - defaulting parry may terminate the Agreement forthwith by giving
to the defaulting party written notice thereof.
26.2 Notwithstanding the above provision, City shall have the right, at its sole
discretion and without cause, of terminating this Agreement at any time by giving seven
(7) calendar days' prior written notice to Consultant. In the event of termination under
this Section, City shall pay Consultant for Services satisfactorily performed and costs
incurred up to the effective date of termination for which Consultant has not been
previously paid. On the effective date of termination, Consultant shall deliver to City all
reports and other information developed or accumulated in the performance of this
Agreement, whether in draft or final form.
27. CLAIMS
The Consultant and the City expressly agree that in addition to any claims filing
requirements set forth in the Contract and Contract documents, the Consultant shall be
required to file any claim the Consultant may have against the City in strict conformance
with the Tort Claims Act (Government Code sections 900 et seq.).
28. STANDARD PROVISIONS
28.1 Compliance with all Laws. Consultant shall at its own cost and expense
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
enacted. In addition, all work prepared by Consultant shall conform to applicable City,
county, state and federal laws, regulations and permit requirements and be subject to
approval of the Project Administrator and City.
28.2 Waiver. A waiver by either parry of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent
breach of the same or any other term, covenant or condition contained herein, whether
of the same or a different character.
28.3 Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the Parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged
herein. No verbal agreement or implied covenant shall be held to vary the provisions
herein.
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28.4 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Scope of Services or any other
attachments attached hereto, the terms of this Agreement shall govern.
28.5 Amendments. This Agreement may be modified or amended only by a
written document executed by both Consultant and City and approved as to form by the
City Attorney.
28.6 Severability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
28.7 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of the Agreement or any other rule of
construction which might otherwise apply.
28.8 Controlling Law And Venue. The laws of the State of California shall
govern this Agreement and all matters relating to it and any action brought relating to
this Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange.
28.9 Equal Opportunity Employment. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee
or applicant for employment because of race, religion, color, national origin, handicap,
ancestry, sex or age.
28.10 No Attorney's Fees. In the event of any dispute or legal action arising
under this Agreement, the prevailing party shall not be entitled to attorney's fees.
28.11 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one and the same instrument.
[SIGNATURES ON NEXT PAGE]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: S/u /i 2-
By:
Aaron C. Harp
City Attorney
ATTEST:
Date:
By: 4 li6
Leilani [.'Brown
City Clerk
`
�4
CITY OF NEWPORT BEACH,
A California municipal corporation
Date: s- zs- zctz
Dave Kif#J
City Manager
CONSULTANT: Outsource Technical,
LLC., a California limited liability company
57/;L2.//57/;L2.//q' Date: �/q'
By:
Name: ANr: Ga Curvet)
Title: P2E51 nE NT
Date:
By:
Name:
Title:
[END OF SIGNATURES]
ATTACHMENTS: EXHIBIT A -SCOPE OF WORK AND BILLING RATES
f:\ users\cmo\shared\psas \outsource technical -it on- call\outsource -on -call it staffing.doW 1.29.11
Outsource Technical, LLC. Page 13
EXHIBIT A
SCOPE OF SERVICES AND BILLING RATES
Outsource Technical, LLC. E -A
OUTSOURCE TECHNICAL SERVICE AGREEMENT
This service agreement ( "Agreement ") by and between OUTSOURCE
TECHNICAL LLC ( "OST ") and CITY OF NEWPORT BEACH , ( "Company ") is
made, entered into and effective as of the date of execution below.
1. SERVICES.
OST shall provide qualified personnel /employees to Company for the purpose of
performing certain requested services.
2. RELATIONSHIP OF PARTIES.
OST shall employ personnel who provide certain contracted for services to
Company on the terms set forth herein. Although such personnel may have an
employment relationship with OST, such personnel shall not be construed while working
under this Agreement to have any employment relationship whatsoever with Company.
Once an OST employee is placed with Company, Company agrees that it is solely
responsible for the supervision and work performance of the OST employee.
Notwithstanding the above, OST agrees that it is responsible for and will pay all
appropriate taxes, withhold all appropriate amounts from payroll checks, and purchase
appropriate insurance for OST employees whose services are used by Company.
OST shall designate and provide at no charge to Company an OST official to
serve as liaison with Company in overseeing the implementation of this Agreement. The
OST liaison is set forth on Exhibit A.
3. COMPENSATION.
(a) Direct Staffing Invoices and Fees. Company shall pay a placement fee to
OST calculated at 20% of the starting annualized cash salary for candidates sourced by
OST and hired by Company. Annualized cash salary for the purposes of this agreement
shall not include stock options, benefits, or travel and /or relocation allowances provided
to the candidate.
Company will pay OST the placement fee net thirty (30) days after receipt of an
invoice and upon first (1) day of employment by the candidate at Company.
(b) Direct Staffing Guarantee. If an OST employee hired by Company
through OST voluntarily quits or is terminated for any reason(s) other than layoff or
position elimination within a sixty (60) day period following the employee's hire date,
OST will refund any paid placement fee calculated at the rate of 1/60th per day (of the
total fee) from start date to termination of employment.
(c) Contract Staffing Billing Rates and Invoicing. The agreed upon bill
rate and /or rates for contract staffing are set forth on Exhibit A of this Agreement. Billing
rate for contract staffing includes the employee's wages, OST's fees, worker's
t
Initials
compensation, unemployment insurance, and state and federal taxes. Overtime will apply
per applicable state law and the bill rate will be charged at time and one half or double
time, as applicable, for any overtime hours worked.
OST will invoice Company for direct staffing services on a weekly basis.
Payment shall be due upon receipt of the invoice. Invoices shall be accompanied by
timesheets, with Company's signature certifying that the hours shown are correct and that
the work was performed to Company's satisfaction. Such signature will authorize OST to
bill Company for the hours worked by the OST employee.
(d) Contract Staffing Right to Hire. Company has the right to hire an OST
employee once they have been engaged in work at Company's work site(s) for more than
180 working days (6 months) with an average of 40 hours per week. No OST Employee
will be released for permanent hire until any and all overdue invoices are paid and at a
'`current status" according to the agreed upon payment terms of 15 days from the date of
invoice. If Company decides to hire an OST Employee before the 6 -month right to hire
term, there will be a fee based on a sliding scale as follows: Immediate hire or during
Month 1 = 20% of salary, during month 2 = 18 %, during month 3 = 16 %, during month 4
= 14 %, during month 5 = 12 %, during month 6 = 10 %, after six months = no fee.
4. RESUMES.
Company acknowledges that OST is the representative of all resumes received by
Company from OST. In the event Company employs any candidates submitted to
Company, for any position with Company, within one (1) year from the time Company
receives such resumes from OST, Company agrees to pay the placement fee set forth
above in section 3(a).
5.
SAFE WORK PRACTICES.
Company agrees to provide OST with a copy of their safety program(s) before
work begins. Company agrees to provide and maintain safe working conditions and
further agrees to comply with all present and future applicable Federal, state and local
laws and regulations regarding the safety and health of the employees covered by this
Agreement. Failure to comply with Federal, state and local laws, resulting in accident or
injury to an OST employee, the Company agrees to defend, indemnify, and hold OST
harmless against any and all claims, losses, and liabilities that OST incurs including
reasonable attorney's fees agreed upon by Company. If an OST Employee is to perform
tasks which require driving a vehicle, Company agrees to deliver to OST, in advance, an
insurance policy naming OST as additional insured.
Company understands that OST employees work in specific trades only. To the
extent permitted by law, Company agrees to defend, indemnify, and hold OST harmless
against any and all claims, losses, and liabilities that OST incurs (including reasonable
attorney's fees agreed upon by Company) that are proximately caused by the fault,
negligence, gross negligence, or recklessness of Company, or Company's officers,
employees, or authorized agents, that arise from Company's breach of this Agreement,
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that arise from risks inherent in Company's business, or that are expressly making
substantial changes in the Assigned Employee's job duties or risks (e.g., ditch digging,
moving heavy equipment or furniture, lifting objects over 60 Ibs, carpentry, concrete
work, masonry, etc.) without OST's prior written approval.
6. CONFIDENTIALITY.
(a) Company's Confidential Information. OST acknowledges that it or its
employees may be given access to or acquire information which is proprietary to or
confidential to Company or its affiliated companies and their customers. Any and all
such information obtained by OST shall be deemed to be confidential and proprietary
information. OST agrees to hold such information in strict confidence and not to disclose
such information to third parties or to use such information for any purposes whatsoever
other than the providing of services to Company. OST agrees to direct CST employees
to keep such information confidential, and to require OST employees to enter into
Confidentiality Agreements in the form annexed hereto as Exhibit B before being
assigned to Company.
(b) OST's Confidential Information. Company acknowledges that during
OST's performance under this Agreement, Company may be given access to or acquire
Confidential Information of OST (as defined below), all of which provides OST with a
competitive advantage and none of which is readily available. Company agrees that
during the term of this Agreement and any time thereafter it will not use or disclose to
any person or company (except under the authority of OST or if ordered to do so by a
Court of competent jurisdiction) any Confidential Information obtained during the term
of this Agreement for any reason or purpose. Company also agrees that it will use due
care and diligence to prevent any unauthorized use or disclosure of such information. As
used herein, OST's "Confidential Information" means: all information regarding DST's
assigned and staff employees, including but not limited to their names, home addresses,
telephone numbers, skills, qualifications, evaluations, availability, record of assignments,
and related information.
7. WORK FOR HIRE.
OST warrants that all services provided by its employees or agents to Company
under this Agreement, and all material generated in the course of providing such services,
shall constitute Works For Hire owned exclusively by Company.
7. CONTRACTOR RATES
Candidate /Skill Set
IT Specialist I
IT Specialist II
IT Specialist III
Hourly Bill Rate
$29.70 - 39.60
$37.95 - 54.45
$47.85 - 66.00
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City of Newport Beach - Class Specification Bulletin
CITY OF NEWPORT BEACH
Revlslon Date: Apr 28, 2009
Page 1 of 2
DEFINITION:
To perform advanced technical level computer hardware and software support, including network user administration, help
desk, and training to end users.
SUPERVISION RECEIVED AND EXERCISED: Receives direct supervision from the IT Operations Coordinator.
ESSENTIAL DUTIES:
Duties may include, but are not limited to, the following:
• Provide hardware and software installation and support for City desktop computers;
• Provide methods . for adapting current desktop computer applications to meet specific individual employee, departmental, or
Citywide needs;
• Perform queries and special database reports as required;
• Develop written procedural documentation, manuals, and training materials;. implement and develop department software
and computer use training programs;
• Provide help desk support for various desktop computer software applications, Including but not limited to Word, Excel,
Access, PowerPoint, FrontPage, Outlook and proprietary software;
• Assist employees in the development of improved operating procedures using specified non- automated tasks, integrated
generic software, and departmental or Citywide applications;
• Provide Internet /Intranet support including e-mail and World Wide Web;
• Provide LAN /WAN network support to end- users, including maintenance of user and e-mail databases;
• Requisition supplies and materials;
• Track and record information about equipment problems, repair and maintenance;
• Maintain City's backup tape library;
• Develop and produce reports on equipment inventory, usage, and repairs; and
• Perform related duties as assigned.
QUALIFICATIONS:
To perform this job successfully, an individual must be able to perform each essential function. The
requirements listed below are representative of the knowledge, skill, and /or ability required.
Knowledge of:
Computer operating systems and enterprise applications including but not limited to, Microsoft Windows XP, MS Windows
Server 2003 and MS Exchange 2003, MS SQL Server;
Active Directory
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City of Newport Beach - Class Specification Bulletin
Computer network topologies and protocols including LAN/WAN, TCP /IP;
Personal Computer hardware and software troubleshooting techniques;
Microsoft Office products including, but not limited to Word, Excel, Access, PowerPoint, FrontPage and Outlook;
Training techniques and methodologies designed to provide group and individualized instruction In the use of computer
hardware and software;
Computer help desk support;
Internet /Intranet - World Wide Web, Hypertext Markup Language (HTML); and
Cross - platform computer solutions and software and hardware connectivity issues.
Ability to:
Page 2 of 2
Conduct training programs designed to provide instruction in the use of computer software applications and hardware and
peripherals;
Write program documentation including user procedures and Instructions for computer hardware systems and software
applications;
Effectively apply technical knowledge of automated systems, hardware, and software in the support of end users;
Maintain work effectiveness and meet deadlines with frequent changes in workload and priority assignments;
Operate small hand and power tools;
Frequently stand, reach, lean, twist, grasp, lift, and carry, push, pull, bend and kneel, and sit for prolonged periods of time;
Lift 50 pounds;
Communicate clearly and concisely, both orally and in writing;
Appear for work on time;
Follow directions from a supervisor;
Understand and follow posted work rules and procedures;
Accept constructive criticism; and
Establish and maintain cooperative working relationship with those contacted in the course of work.
This position may be required to work overtime hours as needed.
EXPERIENCE & TRAINING AND LICENSE/ CERTIFICATE:
A combination of experience and training that would likely provide the required knowledge and abilities may be qualifying. A
typical way to obtain the knowledge and abilities would be:
Experience: Two years minimum, advanced experience in developing, Implementing and performing personal computer
hardware /software technical and training support in a Windows environment.
Training: Bachelor's Degree or equivalent in management information systems, computer science, or related field.
License /Certificate: Possession of, or ability to obtain, an appropriate, valid California drivers license.
Possession of MCSE (Microsoft Certified Software Engineer) certification is highly desirable.
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