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DS Network Design and EngineeringAGREEMENT FOR PROFESSIONAL SERVICES FOR NETWORK DESIGN AND ENGINEERING This Agreement is made and entered into this ~ day of NW~be,y--20~, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and Randstad Technologies, LLC (hereinafter "CONTRACTOR"). RECITALS WHEREAS, CITY requires network design and engineering services to review and provide recommendations for the construction ofa new Public Safety Center facility and related infrastructure; and WHEREAS, CONTRACTOR has the skills and experience necessary to provide professional network design and engineering services, and has proposed to provide these services to CITY; I. AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: PROJECTCOORDINA TION. A. CITY'S Project Manager. Information Technology Manager Gus Bush is hereby designated the PROJECT MANAGER for the CITY, and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this Agreement. B. CONTRACTOR'S Project Director. CONTRACTOR shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONTRACTOR. Andy Ziehr is hereby designated as the PROJECT DIRECTOR for CONTRACTOR. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR, for any reason, the CONTRACTOR shall notify the CITY in writing within ten ( I 0) business days of the substitution. 2. DUTIES OF CONTRACTOR. CONTRACTOR shall perform the duties and/or provide services as described m CONTRACTOR's Statement of Work dated September 6, 2018 (attached as Exhibit A and incorporated herein). If additional work is requested, the scope of each additional project, with compensation therefor, as agreed by CITY and CONTRACTOR, shall be set forth in writing as an amendment to this Agreement and attached as additional exhibits hereto. 3. DUTIES OF CITY. CITY shall pay the compensation as provided in Paragraph 4, and assist CONTRACTOR with the project as required. 4. COMPENSATION . For the full performance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR a total fee not to exceed$ I 0,500.00, as described in paragraph 6 "services pricing" ofExhibit A. In the event additional services are requested by the PROJECT MANAGER pursuant to this Agreement, then such services and the compensation to be paid for them, as mutually agreed by CITY and CONTRACTOR, shall be set forth in detail in an amendment to this Agreement and in one or more additional exhibits attached hereto, as set forth in Section 2 above. Any such amendment may modify the total not to exceed amount of this Agreement. Provided, OR NAL however, that in no event shall the total amount of compensation payable to CONTRACTOR for services provided pursuant to this Agreement exceed $15,000.00, including reimbursement of expenses. Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices submitted by CONTRACTOR. 5. TERM OF AGREEMENT. The term of this Agreement shall be for 6 months commencing on the date CITY and CONTRACTOR enter into this Agreement, as shown above, and ending 6 months thereafter. Upon mutual agreement of the parties, and subject to the approval of the City Manager the term of this Agreement may be extended for an additional 6 months for a total period not to exceed a maximum of 1 year. 6. TERMINATION. A. Discretionary. Either party may terminate this Agreement without cause upon thirty (30) days written notice mailed or personally delivered to the other party. B. Cause. Either party may terminate this Agreement for cause (to be defined as any material breach of the terms herein) upon fifteen (15) business days written notice mailed or personally delivered to the other party, and the notified party's failure to cure or correct the cause of the termination, to the reasonable satisfaction of the party giving such notice, within such fifteen (15) business day time period. C. Effect of Termination. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other. D. Return of Documents. Upon termination, any and all CITY documents or materials provided to CONTRACTOR and any and all of CONTRACTOR'S documents and materials prepared for or relating to the performance of its duties under this Agreement, shall be delivered to CITY as soon as possible, ( except for one copy of such document and materials exclusively related to CONTRACTOR's performance of services under this Agreement to be kept by CONTRACTOR for auditing purposes), but not later than thirty (30) days after termination. E. Payment. For the avoidance of doubt, CITY shall pay CONTRACTOR according to the provisions provided for herein for all work rendered in the performance of this Agreement, including work in progress or any portion of deliverables completed or in progress up to and including the date at which termination of this Agreement takes effect. 7. OWNERSHIP OF DOCUMENTS. The written documents and materials prepared by the CONTRACTOR in connection with the performance of its duties under this Agreement, shall be the sole property of CITY. CITY may use said property for any purpose, including projects not contemplated by this Agreement. Notwithstanding the foregoing, CONTRACTOR shall retain ownership of all CONTRACTOR Technology. CITY is not acquiring title in the CONTRACTOR Technology or any portion thereof. To the extent any CONTRACTOR Technology, or derivative work thereof, produced or acquired by CONTRACTOR is incorporated in any deliverables, and to the extent CONTRACTOR has the right to do so without incurring liability of any kind to third parties, CONTRACTOR grants CITY, upon full payment of fees, a royalty-free, worldwide, perpetual, non-transferable and non-exclusive right and license to use such CONTRACTOR Technology as necessary for the operation of the deliverables. "CONTRACTOR Technology" shall mean all materials that CONTRACTOR develops, or has developed independently of this Agreement, prior during or after the Term, including any computer programs, code, manuals, assessments, designs, ideas, concepts, inventions and documentation, and all derivative works derived from the above. 8. INSPECTION AND AUDIT. Upon reasonable notice, during normal working hours and without disruption to the business of CONTRACTOR, and not more than once per year, CONTRACTOR shall make available to CITY, or its agent, for inspection and audit, all documents and materials maintained by CONTRACTOR in connection with its performance of its duties under this Agreement. CONTRACTOR shall fully cooperate with CITY or its agent in any such audit or inspection. 9. ASSIGNABILITY. The parties agree that they shall not assign or transfer any interest in this Agreement nor the performance of any of their respective obligations hereunder, without the prior written consent of the other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect; provided that CONTRACTOR may, without the consent of CITY, transfer or assign any amounts receivable under this Agreement to an affiliate of CONTRACTOR. 10 . INSURANCE. A. Scope of Coverage. During the term of this Agreement, CONTRACTOR shall maintain, at no expense to CITY, the following insurance policies: 1. A commercial general liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, for death, bodily injury, personal injury, or property damage. 2. An automobile liability (owned, non-owned, and hired vehicles) insurance policy in the minimum amount of one million dollars ($1,000,000) dollars per occurrence. 3. If any licensed professional performs any of the services required to be performed under this Agreement, a professional liability insurance policy in the minimum amount of two million dollars ($2,000,000) per claim/four million dollars ($4,000,000) aggregate, to cover any claims caused by the CONTRACTOR's performance of services under this Agreement. Where CONTRACTOR is a professional not required to have a professional license, CITY reserves the right to require CONTRACTOR to provide professional liability insurance pursuant to this section . 4 . If it employs any person, CONTRACTOR shall maintain worker's compensation and employer's liability insurance, as required by the State Labor Code and other applicable laws and regulations, and as necessary to protect both CONTRACTOR and CITY against all liability for injuries to CONTRACTOR's officers and employees . CONTRACTOR'S worker's compensation insurance shall be specifically endorsed to waive any right of subrogation, against CITY. B. Other Insurance Requirements. The insurance coverage required of the CONTRACTOR in subparagraph A of this section above shall also meet the following requirements: 1. Except for professional liability insurance, workers compensation, and employers liability, the insurance policies shall be endorsed to include the CITY, its officers, agents, employees, and volunteers, as additional insureds under the policies. 2. The additional insured coverage under CONTRACTOR'S insurance policies shall be primary with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or self-insurance coverage for any contribution. The "primary and noncontributory" coverage in CONTRACTOR'S policies shall be at least as broad as ISO form CG20 01 04 13. 3. Except for professional liability insurance, workers compensation, and employers liability, the insurance policies shall include, in their text or by endorsement, coverage for contractual liability and personal injury. 4. Contractor agrees not to cancel, terminate or otherwise modify the terms and conditions of said insurance policies except upon ten (10) days written notice to the PROJECT MANAGER. 5. If the insurance is written on a Claims Made Form, then, following termination of this Agreement, said insurance coverage shall survive for a period of not less than five years . 6. The insurance policies, if written on a Claims Made form, shall provide for a retroactive date of placement coinciding with the effective date of this Agreement. 7. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance . Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of CITY (if agreed to in a written contract or agreement) before CITY'S own insurance or self-insurance shall be called upon to protect it as a named insured. 8. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to CITY or any other additional insured party relative to the Contractor's liability. Furthermore, the requirements for coverage and limits shall be: (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and limits of any insurance policy or proceeds available to the named insured; whichever is greater. C. Deductibles and SIR's. Any deductibles or self-insured retentions in CONTRACTOR'S insurance policies shall not reduce the limits ofliability and are the responsibility of the CONTRACTOR D. Proof of Insurance. CONTRACTOR shall provide to the PROJECT MANAGER or CITY'S City Attorney all of the following: (1) Certificates of Insurance evidencing the insurance coverage required in this Agreement; (2) a copy of the policy declaration page for the commercial general liability policy, and (3) specific endorsements evidencing the other insurance requirements set forth in this Agreement. The insurance shall be approved as to form and sufficiency by PROJECT MANAGER and the City Attorney. 11. INDEMNIFICATION. A. Except as otherwise provided in Paragraph B., CONTRACTOR shall, to the fullest extent permitted by law, indemnify, release, defend with counsel approved by CITY (such approval not to be unreasonably withheld), and hold harmless CITY, its officers, agents, employees and volunteers (collectively, the "City Indemnitees"), from and against any claim, demand, suit, judgment, loss, liability or expense of any kind, including but not limited to reasonable attorney's fees, expert fees and all other reasonable costs and fees of litigation, (collectively "CLAIMS"), arising out of CONTRACTOR'S willful misconduct, negligent performance of its obligations or negligent conduct of its operations under this Agreement. The CONTRACTOR's obligations apply regardless of whether or not a liability is caused or contributed to by the active or passive negligence of the City Indemnitees. However, to the extent that liability is caused by the negligence or willful misconduct of the City Indemnitees, the CONTRACTOR's indemnification obligation shall be reduced in proportion to the City Indemnitees' share of liability for the negligence or willful misconduct. In addition, the acceptance or approval of the CONTRACTOR's work or work product by the CITY or any of its directors, officers or employees shall not relieve or reduce the CONTRACTOR's indemnification obligations . In the event the City lndemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from CONTRACTOR'S willful misconduct, negligent performance of or negligent operations under this Agreement, CONTRACTOR shall provide a defense to the City Indemnitees . B. Where the services to be provided by CONTRACTOR under this Agreement are design professional services to be performed by a design professional as that term is defined under Civil Code Section 2782.8, CONTRACTOR shall, to the fullest extent permitted by law, indemnify, release, defend and hold harmless the City lndemnitees from and against any CLAIMS that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONTRACTOR in the performance of its duties and obligations under this Agreement or its failure to comply with any of its obligations contained in this Agreement, except such CLAIM which is caused by the sole negligence or willful misconduct of CITY. C . The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement, and shall survive the termination or completion of this Agreement for the full period of time allowed by law. D. Except with respect to a party's breach of its confidentiality obligations under this Agreement, or its gross negligence, fraud, or willful misconduct, neither party shall be liable hereunder for penalties or for special, indirect, consequential or incidental losses or damages including, but not limited to, lost profits, lost or damaged data, failure to achieve cost savings, loss of use of facility or equipment, or the failure or increased expense of operations, regardless of whether any such losses or damages are characterized as arising from breach of contract, breach of warranty, tort, strict liability or otherwise, even if a party is advised of the possibility of such losses or damages, or if such losses or damages are foreseeable. Furthermore, except for payment obligations, neither party shall be liable to the other party for any damages, claims, liabilities, costs or expenses in any way arising out of or relating to this Agreement for a maximum aggregate amount in excess of the greater of (i) one hundred percent of the fees paid or payable to CONTRACTOR in the twelve (12) months preceding the event upon which an initial claim is based or (ii ) the amounts paid under the applicable insurance policies as set forth in Section 10 above. 12. NONDISCRIMINATION. CONTRACTOR shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 13. COMPLIANCE WITH ALL LAWS. CONTRACTOR shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement. CONTRACTOR shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONTRACTOR shall release, defend, indemnify and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any of CONTRACTOR'S noncompliance or violation of any applicable laws, ordinances, codes or regulations. 14. NO THIRD PARTY BENEFICIARIES. CITY and CONTRACTOR do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party. 15. NOTICES. All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: TO CITY's Project Manager: TO CONTRACTOR's Project Director: 16. INDEPENDENT CONTRACTOR. Gus Bush, IT Manager City of San Rafael 1400 Fifth Avenue San Rafael, CA 94901 Andrew Ziehr 3011 Internet Boulevard, Suite 300 Frisco, TX 75304 For the purposes, and for the duration, of this Agreement, CONTRACTOR, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY. CONTRACTOR and CITY expressly intend and agree that the status of CONTRACTOR, its officers, agents and employees be that of an Independent Contractor and not that of an employee of CITY. 17. ENTIRE AGREEMENT -AMENDMENTS. A. The terms and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. B. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the CONTRACTOR and the CITY. C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. D. The tenns and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the CONTRACTOR and the CITY. E. If any conflicts arise between the terms and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of the attached exhibits or the documents expressly incorporated by reference shall control with respect to the subject matter therein; provided that, under no circumstances shall any exhibit or other such document as described in the foregoing be utilized by either party to override or otherwise alter the warranty, indemnification or limitation of liability provisions of this Agreement. 18. SET-OFF AGAINST DEBTS. Reserved. 19. WAIVERS . The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 20. COSTS AND ATTORNEY'S FEES . The prevailing party in any action brought to enforce the terms and conditions of this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs (including claims administration) and reasonable attorney's fees expended in connection with such action. 21. CITY BUSINESS LICENSE/ OTHER TAXES . CONTRACTOR shall obtain and maintain during the duration of this Agreement, a CITY business license as required by the San Rafael Municipal Code CONTRACTOR shall pay any and all state and federal taxes and any other applicable taxes. CITY shall not be required to pay for any work performed under this Agreement, until CONTRACTOR has provided CITY with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). 22. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. 23. NON-SOLICITATION. CITY agrees not to solicit, hire or otherwise employ or engage in any manner whatsoever, directly or indirectly, during the term of this Agreement and for a period of one year thereafter, any person who is or was an employee of CONTRACTOR assigned hereunder, without the express consent of CONTRACTOR. CONTRACTOR agrees that during the term of this Agreement, and for a period of one year thereafter, it will not solicit the employment of or hire CITY's employees that CONTRACTOR learns of as a result of performing work under this Agreement, without the express consent of CITY. For the avoidance of doubt, this Section 23 shall not prohibit either party from soliciting, employing or engaging, on its own behalf or on the behalf of others, any person who is or was an employee of the other party who approaches it about employment opportunities or who applies for a position in response to a posting, employment advertisement or other general solicitation of employment. (Signature Page to Follow) IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. ATTEST: LINDSAY LARA, City Clerk ~~N~R~ J Name:_~fk~J('C..;) __ s_~--- Title of Corporate Officer3(t.~ ~ J Co }-- and ,r randstad · technologies Exhibit A Statement of Work This Statement of Work ("SOW") is executed and made a part of the AGREEMENT FOR PROFESSIONAL SERVICES FOR NETWORKING DESIGN AND ENGINEERING dated as of __ day of __ _, 2018 between Randstad Technologies, LLC C'Randstad'') and the City of San Rafael ("Client'') (the "Agreement''). Capitalized terms not defined in this SOW shall have the meaning set forth in the Agreement. The terms and conditions of the Agreement shall apply to this SOW; in the event of a conflict between the Agreement and this SOW, the terms specific to this SOW shall prevail. A "Party" shall mean either Randstad or Client, as the case may be; the "Parties" shall mean Randstad and Client collectively. 1 project overview. The City of San Rafael is building a new Public Safety Center ("PSC"). To build the PSC the Client has relocated Fire Station 51, the Parking Services Administration building, and Economic Development department. All the old buildings have been demolished and to make way for the PSC. Once the PSC is completed the Police Department and Fire Department headquarters, as well as Fire Station 51, will move from their current locations into the PSC. Housing both the Police Department and the Fire Department in one (1) building requires IT to ensure dependable and survivable network access to various systems (both inside the City network and outside of it), and to provide new inter-connectivity to the remote locations associated with each department. Accordingly, a new network will be designed and implemented. Prior to the construction of this new facility, the Client has requested that a review of the projected placement of network infrastructure accommodations within the architectural designs occur. This will require reviewing the expected network platform and the current architectural designs and placement of key network and/or power locations to identify any additional considerations that should be taken into account prior to physical construction being completed (collectively, the "Services"). 2 scope detail. To support the Client objectives within the time frame and budget allocated, Randstad will provide a single Network Consultant for the duration of up to one week onsite to support the following activities: Review projected design requirements Review existing network design and historical challenges Review projected building design in the areas of: o Cabling o Power availability o Telecommunications o Placement Provide commentary for alternative designs (as applicable) Provide recommendations for improvement (as applicable) Given the limited time frame, no formal documentation will be developed. Recommendations made by Randstad will be provided by informal email/document to Client. Randstad Technologies, LLC September 6, 2018 Proprietary and Confidential Information of Randstad Page 1 of 5 ,r randstad · technologies 3 project resources assigned. Based on the project scope as defined with the Client, Randstad's assigned team will be comprised of the following technology resources: One (1) Network Consultant 4 engagement meetings. Over the course of the engagement, the following meetings will occur, as applicable: Project kick-off meeting -A project kick-off meeting will occur prior to the Project start date (via conference call), where the current understanding of the Services subject matter will be revisited, and expectations of the relevant Parties will be confirmed Project Closure Meeting -Randstad will convene a Project Closure Meeting at the conclusion of Services delivery to help ensure both Parties are in agreement that the Services have been completed, that issues have been addressed, and that any follow-on activities by either Party are understood 5 engagement scheduling. While resource scheduling is expected to be varied, resources are expected to adhere to the following preliminary schedule; however, in any event, this engagement may be reduced or extended through a mutually approved Change Order. The engagement will commence no sooner than three (3) weeks following receipt of mutually executed Statement of Work and continue for one contiguous business week. 6 services pricing. Randstad will use the following consulting resources at the following not-to-exceed time and materials fee costs: Network Consultant $200 per hour $8,000 Travel Expenses $2,500 per week 1 week $2,500 Total Estimated Fee Cost $10,500 Adjustments in effort, timeframe, and associated fee costs may be required due to refinement of requirements, changes (increase or decreases) that Client may authorize in connection with the scope of work, delays resulting from unanticipated causes, or for other reasons. Monthly invoices will be prorated to reflect the assigned team and start date accordingly. A standard workday is comprised of eight (8) consecutive business hours, though after hours work is expected and will be carried out in a prescheduled manner with no change in hourly fee cost for hours worked. Work will be carried out at Randstad facilities or at Client's San Rafael, CA location (as applicable). Travel expenses above are estimated and will be invoiced as a 'pass-through' cost and representing actual expenses incurred. Randstad Technologies, LLC Sept em ber 6, 2018 Proprietary and Confidential Information of Randstad Page 2 of 5 ,, randstad · technologies 7 invoicing. Randstad shall invoice Client at the beginning of each calendar month for services rendered and expenses incurred (if applicable) hereunder during the preceding calendar month. Randstad shall send all invoices to the attention of: City of San Rafael 1400 5th Ave, San Rafael, CA 94901-1943 Attn: Information Technology Payment terms are as defined in the Agreement. 8 project and pricing assumptions. The following assumptions have been made in developing this SOW, including the effort and fee estimates provided herein, and the Services' delivery schedule. If any of the assumptions prove to be invalid, or further assumptions are required, the Parties, by mutual agreement, may reserve the right to revise the SOW and the associated estimates. 1) A project kick-off meeting will occur prior to the commencement of Services' delivery. Additional responsibilities from Client may be identified at that meeting (e.g., site plans, areas of investigation, requirements changes, etc.), and may affect the Services' delivery time line or pricing. All changes or services performed above and beyond the scope denoted within the Scope of Work of this SOW will be handled with a formal Change Order. 2) All required data regarding technical and business environments and business processes will be readily available for Randstad at the commencement of Services delivery. 3) The time line developed is based upon the ability to obtain free and clear access and authority to required areas of Client's resources, systems, and facilities as applicable. 4) Client will provide a dedicated resource or resources, as determined by the Services schedule and the engagement delivery date, to act as an interface with Randstad for the duration of the Services' delivery, and to schedule the interviews with Client staff on a timeframe in keeping with the objectives of this engagement. 5) If work is carried out onsite at Client facilities, Client will provide workspace for Randstad personnel, to include desks, meeting rooms or conference room telephone access, temporary building security access, and networking access. 6) Client personnel will be in position to attend all project meetings and/or interviews that have been scheduled. If Client resources cannot attend a scheduled meeting and/or interview, the resource will provide backup personnel, who can speak on behalf of the resource, during the scheduled meeting. Client will have the personnel available, on a daily basis, to meet, speak, and collaborate with Randstad to achieve the critical path deadlines and engagement schedule. 7) Client Project Manager has senior management authority and can create an environment that is conducive of rapid information exchange between Client and Randstad, in order to achieve the critical path deadlines and engagement schedule. 8) Randstad will convene a Project Closure Meeting, at the conclusion of the engagement, to help ensure both Parties are in agreement that the Services have been completed, that issues have been addressed, and that any follow-on activities by either Party are understood. A Project Closure Report will be provided by Randstad. 9) Services will be provided in the English language only. 10) Client maintains a proactive data backup procedure and will perform necessary data backups of the environment prior to any changes within the environment occurring. Randstad is not responsible for any data loss or consequences of lost data due to any factors including but not limited to server outages, software failures, hard drive bad sector areas, network outages or backup failures. Randstad Technologies, LLC September 6, 2018 Proprietary and Confidential Information of Randstad Page 3 of 5 ,, randstad ~ technologies 9 change management. Changes to the scope or deliverables of this project will not be made without review and written approval by Randstad and Client. All changes to scope or price will only be accepted through a Change Order. Requests for such changes may be initiated by either Client or Randstad. Change Management Procedures A Change Request document will be completed by the requesting Party, describing the nature of the change, the reason for the change, and the anticipated effect the change will have on the scope of work, resources and delivery schedule. The designated Project Manager or appropriate executive of the requesting Party will review the proposed change with his/her counterpart(s). All Parties will evaluate and negotiate in good faith the changes to be made and the additional charges or billing arrangements, if any, to implement them. The Change Request as negotiated will be signed by authorized representatives of Client and Randstad, fully executing the resulting approved Change Order. Client will have the final determination as to which scope changes should be completed by Randstad and which should be postponed to a later date or altogether dismissed. Until such time as the Parties execute the Change Order, Randstad shall be under no obligation to perform the change(s) described in the Change Order. Upon execution, the approved Change Order will be incorporated into, and made a part of this SOW and any previously approved pertinent Change Orders. Change Management Precedence The terms and conditions of this SOW are governed by the Agreement. If there is any conflict between this terms and conditions of this SOW and the terms and conditions of the Agreement, then the terms and conditions of the SOW shall govern. Whenever there is a conflict between the terms and conditions set forth in an approved Change Order and the original scope of work represented by this SOW and other previously incorporated Change Orders, the terms and conditions of the most recently approved Change Order will prevail. 10 confidentiality statement. The information contained herein is being submitted in connedion with the business relationship by and between Randstad Technologies, LLC and Recipient. This document contains trade secrets or otherwise confidential information owned by Randstad Technologies, LLC, a subsidiary of Randstad North America, Inc. This document and the information contained herein may not be copied, distributed, used, or otherwise disclosed to third parties unless expressly authorized in writing by Randstad. © Randstad North America, Inc. 2018. Randstad Technologies, LLC September 6, 2018 [Signatures on Next Page] Proprietary and Confidential Information of Randstad Page 4 of 5 ,,-randstad · technologies 11 authorizations. IN WITNESS WHEREOF, the Parties have caused this SOW to be executed by their duly authorized representatives as of the last signature below (''Effective Date"). Randstad Technologies, LLC By::i~) Name: Andrew Speer Title: President of Solutions and Chief Delivery Officer Date: __ °\_. '2.-_V\_._,_~ _____ _ Randstad Technologies, LLC September 6, 2018 Proprietary and Confidential Information of Randstad Title: _ _,C.wiutr..,Jy'-'-M,...a..unLMa-l4g ... e.Lr ____ _ Date: _I~/ ( ff--L......:(;,..1..-1---~-- Page 5 of 5 CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Information Technology Project Manager: Gus Bush Extension: x5302 Contractor Name: Randstad Technologies, LLC Contractor's Contact: Julie Cook Contact's Email: Julie.cook@randstadusa.com □ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION DEPARTMENT 1 Project Manager a. Email PINS Introductory Notice to Contractor b. Email contract (in Word) & attachments to City Atty c/o Laraine.Gittens@cityofsanrafael.org 2 City Attorney a. Review, revise, and comment on draft agreement and return to Project Manager b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor 3 Project Manager Forward three (3) originals of final agreement to contractor for their signature 4 Project Manager When necessary, * contractor-signed agreement agendized for Council approval *PSA > $20,000; or Purchase> $35,000; or Public Works Contract> $125,000 Date of Council approval PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City Attorney with printed copy of this routing form 6 City Attorney Review and approve hard copy of signed agreement 7 City Attorney Review and approve insurance in PINS, and bonds (for Public Works Contracts) 8 City Manager/ Mayor Agreement executed by Council authorized official 9 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager COMPLETED DATE 6/29/2018 6/29/2018 7/20/2018 7/20/2018 9/5/2018 ~ N/A Or Click here to enter a date . 10/11/2018 ll-tr1i u i ~, t 11'Cl/~ I I u I ~I l i \ REVIEWER Check/Initial ~ GB ~ ~LMM ~LMM ~ GB □ GB j • Ul,J \l1M,J ,I h:' -"v>., V\•