HomeMy WebLinkAboutItem 08 Network Repair Contract with Hawes Technologies AGENDA ITEM SUMMARY Meeting Date: 9/21/2015
Meeting Type: Work Session Staff Contact/Dept.: Brandt Melick/IT
Staff Phone No: 541-726-4645
Estimated Time: Consent Calendar S P R I N G F I E L D
C I T Y C O U N C I L
Council Goals: Maintain and Improve
Infrastructure and Facilities
ITEM TITLE: NETWORK REPAIR CONTRACT WITH HAWES TECHNOLOGIES.
ACTION REQUESTED:
Approve or reject the following motion:
1) Contract with Hawes Technologies (Hawes/HTL) for $120,000 and authorize and direct the City Manager to execute all documents
required to effect the transaction.
ISSUE STATEMENT: The City’s goal is to provide financially responsible and innovative government services in the most efficient manner possible. In order to support this goal the
Information Technology (IT) Department requires contractual assistance for
information system, network infrastructure repairs and upgrades.
ATTACHMENTS: 1. Draft Hawes Technologies Contract
DISCUSSION/
FINANCIAL IMPACT:
The IT department has done significant work on the bottom-up analysis of the
Citywide network system. As a result of this work the IT department is requesting contractual services in order to address two significant work items:
1. Continued compliance with the Federal Bureau of Investigation’s Criminal
Justice Information Services IT security standards.
Due to recent updates to the FBI’s policies as well as a shifting of IT
responsibilities following the dissolution of the AIRS consortium, there is significant work to be done to ensure that the City’s network system remains in
compliance with Federal CJIS standards. This work is essential to ensure continued access to several Federal law enforcement databases used by Springfield Police in their daily operations. Access to this data is essential for both effective policing as
well as citizen and officer safety. 2. Preparation of City network infrastructure for telephone system replacement.
The phone system utilized by City Hall employees is beyond end of life and must be replaced. In order to maximize efficiency and performance with its replacement,
the IT department has elected to leverage a VoIP (Voice over Internet Protocol) telephone system. In order for this system to function correctly, significant re-
engineering, re-configuring, and re-cabling are needed. A large portion of this
work is highly labor-intensive and exceeds the capacity of the current network infrastructure staff.
Given the intricate knowledge of the City’s network systems that Hawes
Technology staff already possesses, along with their staff having already completed all security vetting required to do this type of work, a sole-source justification was
approved during Council recess.
Staff recommends Council approve City Manager to negotiate and execute contract.
CITY OF SPRINGFIELD
INDEPENDENT CONTRACTOR AGREEMENT
(Type 3: For Personal Services Contracts Requiring Professional Liability Insurance)
Contract #1545
Dated: September 21, 2015
Parties: City of Springfield (“CITY”)
A municipal corporation in the State of Oregon 225 Fifth Street Springfield, Oregon 97477
and
Hawes Technologies (“Independent Contractor”)
Additional Independent Contractor Information:
A. Type of Entity: Sole Proprietorship Partners Limited Liability Company Corporation B. Address: 400 International Way, Suite #300, Springfield OR 97477
C. Telephone: 866-687-9006
D. Fax No: N/A E. SSN or Fed. I.D. No: On File
F. Professional License(s) No: G. Oregon Agency Issuing License: H. Foreign Contractor Yes No
(Foreign means not domiciled in or registered to do business in Oregon) See Exhibit B (11).
CITY Account Number(s) To Be Charged (Include Percentages):
Account Number Percentage
100-23410-751008 $105,000
713-23410-751008 $15,000
In consideration of the mutual covenants contained herein, the parties agree to the following terms,
provisions and conditions:
1. Payment by CITY. CITY shall pay Independent Contractor according to the sum and schedule described in Attachments 1 attached hereto and incorporated herein by this reference and in an
amount not to exceed $120,000.
2. Services to be Performed by Independent Contractor. Independent Contractor shall perform the services described in Attachment 1.
3. Invoice. Invoice to be sent to: Accounts Payable - City of Springfield, 225 5th Street, Springfield, OR
97477 or email to accountspayable@springfield-or.gov. Invoice will be paid on net 30 day terms upon City acceptance of goods delivered, work or services performed. The invoice must reference
this contract #1545.
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Attachment 1, Page 1 of 11
4. Term. This Agreement is effective as of the date first set forth above and shall continue until June 30, 2016, unless earlier terminated in accordance with the provisions of this Agreement or by mutual
consent of the parties. 5. Sourcing. Sole Source in accordance with SMC Section 2.703(2)(a) and 2.703(2)(d) executed August 5, 2015.
6. First Point of Contact.
Independent Contractor: Vinith S Menon, GM-IT, PH: 541-335-2283, vinith@kgisl.com CITY: Brandt Melick, IT Director, PH: 541-726-4645, bmelick@springfield-or.gov
7. Independent Contractor Status. By its execution of this Agreement, Independent Contractor certifies its status as an “Independent Contractor” as that term is used under the laws of the State of
Oregon, and that all performance of any labor or services required to be performed by Independent Contractor under the terms of this Agreement shall be performed in accordance with the standards
set forth in ORS 670.600, and as more specifically set forth on Exhibit “A” attached hereto and incorporated herein by this reference.
8. Conformance with Oregon Public Contracts Law (ORS Chapter 279). Independent Contractor
shall comply with all applicable provisions of Oregon law for public contracts, including, but not limited to ORS 279B.220, ORS 279B.225, ORS 279B.230, and ORS 279B.235, and as more fully set forth
on Exhibits “A” and “B” attached hereto and incorporated herein by this reference.
9. Work Performed. The work to be performed by Independent Contractor includes services generally performed by Independent Contractor in his/her/its usual line of business.
10. Tax duties and Liabilities. Independent Contractor shall be responsible for all federal, state and
local taxes, if any, applicable to any payments received pursuant to this Agreement, including but not limited to income tax, payroll tax, social security and self-employment tax. CITY shall not withhold,
pay, or in any other manner be responsible for payment of any taxes on behalf of Independent Contractor.
11. Reimbursement of Expenses. Independent Contractor shall not be entitled to reimbursement by
CITY for any expenses incurred by Independent Contractor unless otherwise agreed in writing.
12. Materials and Supplies. Independent Contractor shall supply all materials and supplies needed to perform the services required unless otherwise agreed in writing.
13. No Authority to Bind CITY. Independent Contractor shall have no authority to enter into contracts
on behalf of CITY, it’s officers, agents and employees. This Agreement shall not create a partnership or joint venture of any sort between the parties.
14. Federal Employment Status. In the event payment made pursuant to this Agreement is to be
charged against federal funds, Independent Contractor hereby certifies that it is not currently employed by the Federal Government and the amount charged does not exceed Independent
Contractor’s normal charge for the type of services provided
15. Indemnification and Hold Harmless. The Independent Contractor shall assume all responsibilities for the work, and bear all losses and damages directly or indirectly resulting to the Independent
Contractor, the City, or to others on account of the character or performance of the work, unforeseen difficulties, accidents, or any other cause whatsoever. The Independent Contractor shall assume
defense of, indemnify and save harmless the City, its officials, agents, and employees from all claims, liability, loss, damage and injury of every kind, nature and description, directly or indirectly resulting
from activities in the performance of the Contract, the ownership, maintenance or use of motor vehicles in connection therewith, or the acts, omissions, operations, or conduct of the Independent
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Attachment 1, Page 2 of 11
Contractor or any Subcontractor under the Contract or any way arising out of the Contract, irrespective of whether any act, omission or conduct of the City connected with the Contract is a
condition or contributory cause of the claim, liability loss, damage or injury and irrespective or whether act, omission, or conduct of the Independent Contractor or Subcontractor is merely a condition rather
than a cause of a claim, liability, loss damage or injury. The Independent Contractor shall not be liable for nor be required to defend or indemnify, the City relative to claims for damage or damages
resulting solely from acts or omissions of the City, its officials, agents or employees. The absence of or inadequacy of the liability insurance required in section 16 below shall not negate Independent
Contractor’s obligations in this paragraph. 16. Insurance. 16.1. General Insurance. The Independent Contractor shall maintain in force for the duration of
this Agreement a Commercial General Liability insurance policy written on an occurrence basis with limits not less than $2,000,000 per occurrence and $4,000,000 in the aggregate for
bodily injury or property damage. The policy will contain a “per project” aggregate endorsement. Automobile Liability (owned, non-owned and hired) insurance with limits not
less than $1,000,000 per occurrence shall be maintained. The City, its employees, officials and agents will be named as an Additional Insured where operations are being conducted
related to this contract, on the General Liability policy as respects to work or services performed under this Agreement to the extent that the death or bodily injury to persons or
damage to property arises out of the fault of the Independent Contractor or the fault of the Independent Contractor’s agents, representatives or subcontractors. This insurance will be
primary over any insurance the City may carry on its own. Independent contractor understands that CITY is a public entity subject to the requirements of the Oregon
Governmental Tort Claims Act, ORS 30.260 et seq. In the event that CITY’S financial obligations or liabilities are modified by any amendment to the liability limits imposed by the
Oregon Governmental Tort Claims Act, Independent contractor agrees that the limits regarding liability insurance set forth in this Section 16.1 will be modified to conform to such
limits. Independent contractor and CITY shall sign an amendment to this Agreement incorporating such modification.
16.2. Professional Liability. Independent Contractor shall maintain in force during the duration of this Agreement (and, if it is a claims made policy, for a year following completion of the
project) a professional liability policy with limits not less than $2,000,000. 16.3. Cybersecurity. Independent Contractor shall maintain in force during the duration of this
agreement a cybersecurity policy with limits not less than $2,000,000. 16.4. Workers’ Compensation. Independent Contractor shall provide and maintain workers’
compensation coverage for its employees, officers, agents, or partners, as required by applicable workers’ compensation laws. If Independent Contractor is exempt from coverage,
a written statement signed by Contractor so stating the reason for the exemption shall be provided to the City.
16.5. Evidence of Insurance Coverage. Evidence of the required insurance coverages issued by an insurance company satisfactory to the City shall be provided to the City by way of a City
approved certificate of insurance before any work or services commence. 16.6. Notice of Cancellation or Material Change in Coverage. The certificate of insurance shall
contain a requirement that the Insurance company notify the City 30 days prior to any cancellation or material change in coverage. If the approved insurance company will not
provide this 30 day notice, the Contractor shall provide written notice to the City contract manager within 2 calendar days after the Contractor becomes aware that their coverage has
been canceled or has been materially changed. The Contractor shall either fax 541-726-3782 said notice or email it directly to Bob Duey (rduey@springfield-or.gov), Finance Director
at the City. Regardless of what circumstances caused Contractors insurance coverage to cease or be modified, it is the contractor’s responsibility to notify the City. Failure to maintain
proper insurance or provide notice of cancellation or modification shall be grounds for immediate termination of this contract.________(Contractor initials)
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Attachment 1, Page 3 of 11
16.7. Equipment and Material. The Independent Contractor shall be responsible for any loss, damage, or destruction of its own property, equipment, and materials used in conjunction with
the work. 16.8. Subcontractors. The Independent Contractor shall require all subcontractors to provide and
maintain general liability, auto liability, professional liability (as applicable), and workers’ compensation insurance with coverage’s equivalent to those required of the general
contractor in this contract. The Independent Contractor shall require certificates of insurance from all subcontractors as evidence of coverage.
16.9. Exception or Waivers. Any exception or waiver of these requirements shall be subject to review and approval from the City’s Risk Manager.
17. Termination. The performance of work under this Agreement may be terminated by CITY, in whole
or in part, whenever for any reason CITY shall determine that such termination is in the best interest of CITY. Any such termination shall be effected by delivery to the Independent Contractor of a Notice
of Termination specifying the extent to which performance of the work under the Agreement is terminated and the date on which such termination is effective. Upon delivery to the Independent
Contractor of a Notice of Termination under this paragraph, the Independent Contractor and CITY shall, by agreement, make an appropriate written modification to this Agreement governing
completion of portions of the independent Contractor’s work and payment therefore by CITY.
18. Rights in Data. All original written material, including programs, card decks, tapes, listings, and other documentation originated and prepared for CITY pursuant to this Agreement, shall become
exclusively the property of CITY. The ideas, concepts, know-how, or techniques developed during the course of this Agreement by Independent Contractor personnel can be used by either party in any
way it may deem appropriate. Material already in Independent Contractor’s possession, independently developed by Independent Contractor outside the scope of this Agreement, or rightfully
obtained by Independent Contractor from third parties, shall belong to Independent Contractor. This agreement shall not preclude Independent Contractor from developing materials which are
competitive, irrespective of their similarity to materials which might be delivered to CITY pursuant to this Agreement. Independent Contractor shall not, however, use any written materials developed
under this Agreement in developing materials for others, except as provided in this section.
19. Confidentiality/Protected Information. During the course of performance hereunder, Independent Contractor or its agent, employees, or contractors, may receive confidential information. Independent
Contractor agrees to use its best efforts to maintain the confidentiality of such information and to inform each agent and employee performing services of the confidentiality obligation that pertains to
such information. Regarding the receipt and handling of such information, independent contractor shall comply with the requirements of Exhibit C and D attached hereto and incorporated herein by this
reference.
20. Assignment/Subcontract. Independent Contractor shall not assign, sell, transfer, subcontract or sublet rights, or delegate responsibilities under this Agreement, in whole or in part, without the prior
written approval of CITY. No such written approval shall relieve Independent Contractor of any obligations of this Agreement, and any transferee or subcontractor shall be considered the agent of
Independent Contractor. Independent Contractor shall remain liable as between the original parties to this Agreement as if no such assignment had occurred.
21. Successors in Interest. The provisions of this Agreement shall be binding upon and shall inure to
the benefit of the parties to this Agreement and their respective successors and assigns.
22. Compliance with All Government Regulations. Independent Contractor shall comply with all Federal, State and local laws, codes, regulations and ordinances applicable to the work performed
under this Agreement. Failure to comply with such requirements shall constitute a breach of contract and shall be grounds for termination of this Agreement. Damages or costs resulting from
noncompliance shall be the sole responsibility of Independent Contractor.
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23. Attorney Fees. In the event a lawsuit of any kind is instituted on behalf of CITY to enforce any provision of this Agreement, Independent Contractor shall pay such additional sums as the Court may
adjudge reasonable for attorney fees plus all costs and disbursements at trial and on any appeal. 24. Force Majeure. Neither party to this Agreement shall be held responsible for delay or default caused by fire, riot, acts of God and/or war which is beyond that party’s reasonable control. CITY may
terminate this Agreement upon written notice after determining such delay or default will unreasonably prevent successful performance of the Agreement.
25. Assistance Regarding Patent and Copyright Infringement. In the event of any claim or suit
against CITY on account of any alleged patent or copyright infringement arising out of the performance of this Agreement or out of the use of any material furnished or work or services
performed hereunder, Independent Contractor shall defend CITY against any such suit or claim and hold CITY harmless from any and all expenses, court costs, and attorney’s fees in connection with
such claim or suit.
26. Severability. If any provision of this Agreement is declared by a court to be illegal or in conflict with any law, the validity of the remaining terms and provisions shall not be affected; and the rights and
obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular provision held to be invalid.
27. Access to Records. CITY and its duly authorized representatives shall have access to books,
documents, papers and records of Independent Contractor which are directly pertinent to this Agreement for the purpose of making audit, examination, excerpts and transcripts.
28. Waiver. Failure of CITY to enforce any provision of this Agreement shall not constitute a waiver or
relinquishment by CITY of the right to such performance in the future nor of the right to enforce any other provision of this Agreement.
29. Amendments. The terms of this Agreement shall not be waived, altered, modified, supplemented or
amended in any manner whatsoever, without prior written approval of CITY, No modification of this Agreement shall bind either party unless reduced to writing and subscribed by both parties, or
ordered by a Court.
30. Nondiscrimination. Independent Contractor shall comply with all applicable requirements of Federal and State civil rights and rehabilitation statutes, rules and regulations.
31. Dual Payment. Independent Contractor shall not be compensated for work performed under this
contract from any CITY agency other than the agency which is a party to this contract.
32. Remedies. This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon, and any litigation arising out of this Agreement shall be conducted in the courts of
the State of Oregon, County of Lane.
33. Entire Agreement. This Agreement signed by both parties is the parties’ final and entire Agreement and supersedes all prior and contemporaneous oral or written communications between the parties,
their agents and representatives. There are no representations, promises, terms, conditions or obligations other than those contained herein.
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Attachment 1, Page 5 of 11
IN WITNESS WHEREOF the parties have executed this Agreement to be effective the date first set forth above.
CITY OF SPRINGFIELD: INDEPENDENT CONTRACTOR
By: By:
Name: Name:
Title: Title:
Date: Date:
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Attachment 1, Page 6 of 11
EXHIBIT A
CITY OF SPRINGFIELD
INDEPENDENT CONTRACTOR AGREEMENT
Independent Contractor Status
All performance of any labor or services required to be performed by Independent Contractor
shall be performed in accordance with the standards set forth in ORS 670.600, and as follows:
A person is customarily engaged in an independently established business if any three of the
following five requirements are met:
1. The person maintains a business location:
a. That is separate from the business or work location of the person for whom the services are provided; or,
b. That is in a portion of the person’s residence and that portion is used primarily
for the business.
2. The person bears the risk of loss related to the business or the provision of services as
shown by factors such as:
a. The person enters into fixed-price contracts;
b. The person is required to correct defective work;
c. The person warrants the services provided; or,
d. The person negotiates indemnification agreements or purchases liability
insurance, performance bonds or errors and omissions insurance.
3. The person provides contracted services for two or more different persons within a 12-month period, or the person routinely engages in business advertising, solicitation or
other marketing efforts reasonably calculated to obtain new contracts to provide similar
services.
4. The person makes a significant investment in the business, through means such as:
a. Purchasing tools or equipment necessary to provide the services;
b. Paying for the premises or facilities where the services are provided; or
c. Paying for licenses, certificates or specialized training required to provide the
services.
5. The person has the authority to hire other persons to provide or to assist in providing
the services and has the authority to fire those persons.
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Attachment 1, Page 7 of 11
EXHIBIT B
City of Springfield Public Contracts Conformance with Oregon Public Contractors Laws Pursuant to Oregon law, every public contract shall contain the following conditions: 1) Make payment promptly, as due, to all persons supplying to the contractor labor or material for the performance of the work provided for in the contract. ORS 279B.220(1) 2) Pay all contributions or amounts due the Industrial Accident Fund from the contractor or subcontractor incurred in the performance of the contract. ORS 279B.220(2). 3) Not permit any lien or claim to be filed or prosecuted against the state or a county, school district, municipality, municipal corporation or subdivision thereof, on account of any labor or material furnished. ORS 279B.220(3). 4) Pay to the Department of Revenue all sums withheld from employees under ORS 316.167. ORS 279B.220(4). 5) If the agreement is for lawn and landscape maintenance, it shall contain a condition requiring the contractor to salvage, recycle, compost or mulch yard waste material at an approved site, if feasible and cost-effective. ORS 279B.225.
6) Promptly, as due, make payment to any person, copartnership, association or corporation furnishing medical, surgical and hospital care services or other needed care and attention, incident to sickness or injury, to the employees of the contractor, of all sums that the contractor agrees to pay for the services and all moneys and sums that the contractor collected or deducted from the wages of employees under any law, contract or agreement for the purpose of providing or paying for the services. All employers shall comply with ORS 656.017. ORS 279B.230. 7) A person may not be employed for more than 10 hours in any one day, or 40 hours in any one week, except in cases of necessity, emergency or when the public policy absolutely requires it, and in such cases, except in cases of contracts for personal services designated under ORS 279A.055, the employee shall be paid at least time and a half pay:
a) For all overtime in excess of eight hours a day or 40 hours in any one week when the work week is five consecutive days; or b) For all overtime in excess of 10 hours in any one day or 40 hours in any one week when the work week is four consecutive days, Monday through Friday; and c) For all work performed on Saturday and on any legal holiday specified in ORS 279B.020.
An employer must give notice in writing to employees who work on a public contract, either at the time of hire or before commencement of work on the contract, or by posting a notice in a location frequented by employees, of the number of hours per day and days per week that the employees may be required to work. ORS 279B.235(1)-(2).
8) If the agreement is for personal services, the contract shall contain a provision that the employee shall be paid at least time and a half for all overtime worked in excess of 40 hours in any one week, except for individuals under personal services contracts who are excluded under ORS 653.010 to 653.261 or under 29 U.S.C. 201-209 from receiving overtime. ORS 279B.235(3). 9) Contracts for services must contain a provision that requires that persons employed under contracts shall receive at least time and half pay for work performed on the legal holidays specified in a collective bargaining agreement or in ORS 279B.020(1)(b)(B)-(G) and for all time worked in excess of 10 hours in any one day or in excess of 40 hours in any one week, whichever is greater. Employer shall give notice in writing to employees who work on a contract for services, either at the time of hire or before commencement of work on the contract, or by posting a notice in a location frequented by employees, of the number hours per day and days per week that the employees may be required to work. ORS 279B.235(5).
If this agreement is for a public improvement, the contract shall contain the following conditions: 10) Make payment promptly, as due, to all persons supplying to the contractor labor or material for the performance of the work provided for in the contract. ORS 279C.505(1)(a). 11) Pay all contributions or amounts due the Industrial Accident Fund from the contractor or subcontractor incurred in the performance of the contract. ORS 279C.505(1)(b). 12) Not permit any lien or claim to be filed or prosecuted against the state or a county, school district, municipality, municipal corporation or subdivision thereof, on account of any labor or material furnished. ORS 279C.505(1)(c). 13) Pay to the Department of Revenue all sums withheld from employees under ORS 316.167. ORS 279C.505(1)(d). 14) The contractor shall demonstrate that an employee drug testing program is in place. ORS 279C.505(2).
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Attachment 1, Page 8 of 11
15) If the contractor fails, neglects or refuses to make prompt payment of any claim for labor or services furnished to the contractor or subcontractor by any person in connection with the public improvement contract as the claim becomes due, the proper officer or officers representing the state or a county, school district, municipality, municipal corporation or subdivision thereof, as the case may be, may pay such claim to the person furnishing labor or services and charge the amount of the payment against the funds due or to become due the contract by reason of the contract. If the contractor or first-tier subcontractor fails, neglects or refuses to make payment to a person furnishing labor or materials in connection with the public improvement contract within 30 days after receipt of payment from the contracting agency or a contractor, the contractor or first-tier subcontractor shall owe the person the amount due plus interest charges commencing at the end of the 10-day period that payment is due under ORS 279C.580(4) and is subject to a good faith dispute as defined in ORS 279C.580. If the contractor or a subcontractor fails, neglects or refuses to make payment to a person furnishing labor or materials in connection with the public improvement contract, the person may file a complaint with the
Construction Contractors Board, unless payment is subject to a good faith dispute as defined in ORS 279C.580. ORS 279C.515. 16) The payment of a claim does not relieve the contactor or the contractor’s surety from obligation with respect to any unpaid claims. ORS 279C.515(4).
17) A person may not be employed for more than 10 hours in any one day, or 40 hours in any one week, except in cases of necessity, emergency or when the public policy absolutely requires it, and in such cases, except in cases of contracts for personal services designated under ORS 279C.100, the employee shall be paid at least time and a half pay: a) For all overtime in excess of eight hours a day or 40 hours in any one week when the work week is five consecutive
days; or, b) For all overtime in excess of 10 hours in anyone day or 40 hours in any one week when the work week is four consecutive days, Monday through Friday; and, c) For all work performed on Saturday and on any legal holiday specified in ORS 279B.020. ORS 279C.520(1).
An employer shall give notice in writing to employees who work on a public contract either at the time of hire or before commencement of work on the contract, or by posting a notice in a location frequented by employees, of the number of hours per day and days per week that the employees may be required to work. ORS 279B.520(2). 18) If the agreement is for personal services, the contract shall contain a provision that the employee shall be paid at least time and a half
for all overtime worked in excess of 40 hours in any one week, except for individuals under personal services contracts who are excluded under ORS 653.010 to 653.261 or under 29 U.S.C. 201-209 from receiving overtime. ORS 279C.520(3). 19) Contracts for services must contain a provision that requires that persons employed under contracts shall receive at least time and half pay for work performed on the legal holidays specified in a collective bargaining agreement or in ORS 279C.540(1)(b)(B)-(G) and for all time worked in excess of 10 hours in any one day or in excess of 40 hours in any one week, whichever is greater. An employer shall give notice in writing to employees who work on a contract for services, either at the time of hire or before commencement of work on the contract, or by posting a notice in a location frequented by employees, of the number of hours per day and days per week that the employees may be required to work. ORS 279C.520(5) 20) Solicitation documents for a public improvement contract shall make specific reference to federal, state and local agencies that have enacted ordinances, rules or regulations dealing with the prevention of environmental pollution and the preservation of natural resources that affect the performance of the contract. A solicitation document must also make special reference to known conditions at the construction site that may require the successful bidder to comply with the ordinances, rules or regulations identified under ORS 279C.525(1). If the successful bidder encounters a condition not referred to in the solicitation documents, not caused by the
successful bidder and not discoverable by a reasonable prebid visual site inspection, and the condition requires compliance with the ordinances, rules or regulations referred to under ORS 279C.525(1), the successful bidder shall immediately give notice of the condition to the contracting agency. The successful bidder may not commence work nor incur any additional job site costs in regard to the condition encountered and described in ORS 279.525(3) without written direction from the contracting agency. ORS 279C.525. 21) Promptly, as due, make payment to any person, copartnership, association or corporation furnishing medical, surgical and hospital care services or other needed care and attention, incident to sickness or injury, to the employees of the contractor, of all sums that the contractor agrees to pay for the services and all moneys and sums that the contractor collected or deducted from the wages of employees under any law, contract or agreement for the purpose of providing or paying for the services. All employers shall comply with ORS 656.017. ORS 279C.530.
22) A contract for public works shall contain a provision stating the existing state prevailing rate and wage and, if applicable, the federal prevailing rate of wage required. Every contract and subcontract shall contain a provision that workers shall be paid not less than the specified minimum hourly rate of wage in accordance with ORS 279C.838. ORS 279C.830(1). If this agreement is for demolition, the contract shall also contain the following conditions:
23) Contractor must salvage or recycle construction and demolition debris, if feasible and cost-effective. ORS 279C.510(1)
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EXHIBIT C
1. “Protected Information” shall be defined as data or information that has been designated as
private or confidential by law or by the City. Protected Information includes, but is not limited
to, employment records, medical records, personal financial records (or other personally identifiable
information), trade secrets, and classified government information. To the extent there is any
uncertainty as to whether any data constitutes Protected Information, the data in question shall be treated as Protected Information until a determination is made by the City or proper legal authority. 2. Data Confidentiality. Hawes shall implement appropriate measures designed to ensure the
confidentiality and security of Protected Information, protect against any anticipated hazards or
threats to the integrity or security of such information, protect against unauthorized access or
disclosure of information, and prevent any other action of unauthorized disclosure that could result
in substantial harm to the City or an individual identified with the data or information in Hawes’
custody or access.
To the extent that Hawes may have access to City protected health information (as the same is
defined in the privacy regulations promulgated pursuant to the Health Insurance Portability and
Accountability Act of 1996 (HIPAA), as amended, and the implementing regulations known and
referred to as Privacy Rule, Security Rule, Enforcement Rule and Breach Notification Rule, referred
to herein collectively as “HIPAA”), Hawes agrees to protect such information in compliance with HIPAA and represents that it has the processes, systems and training to assure compliance with the same. 3. Data and Network Security. Hawes agrees at all times to maintain commercially reasonable
network security that, at a minimum, includes: network firewall provisioning, intrusion
detection/prevention and periodic third party penetration testing. Likewise Hawes agrees to
maintain network security that at a minimum conforms to current standards set forth and
maintained by the National Institute of Standards and Technology, including those at:
http://checklists.nist.gov/repository/ . Hawes agrees to protect and maintain the security of data
with protection security measures that include maintaining secure environments that are patched and up to date with all appropriate security updates as designated by a relevant authority.
4. Security Breach. In the unlikely event of a security breach or issue, Hawes will notify the
appropriate City contact no later than one hour after they are aware of the breach. Hawes will be
responsible for all remedial action necessary to correct the breach; provided however, that Hawes
will not undertake ligation on behalf of the city without prior written consent. 5. Data Storage and Backup. Hawes agrees that any and all City data will be stored, processed,
and maintained solely on designated servers and that no City data at any time will be processed on
or transferred to any portable or laptop computing device or any portable storage medium, unless
that storage medium is in use as part of the Hawes's designated backup and recovery processes.
All servers, storage, backups, and network paths utilized in the delivery of the service shall be
contained within the states, districts, and territories of the United States unless specifically
agreed to in writing by an City officer with designated data, security, or signature authority. An
appropriate officer with the necessary authority can be identified by the City Information Security Officer for any general or specific case.
Hawes agrees to store all City backup data stored as part of its backup and recovery processes in
encrypted form, using no less than AES 256.
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6. Data Re-Use. Hawes agrees that any and all data exchanged shall be used expressly and
solely for the purposes enumerated in the Agreement. Data shall not be distributed, repurposed or shared across other applications, environments, or business units of Hawes. Hawes further agrees that no City data of any kind shall be revealed, transmitted, exchanged or otherwise passed to other Hawes or interested parties except on a case-by-case basis as specifically
agreed to in writing by a City officer with designated data, security, or signature authority. 7. PCI Compliance. Hawes agrees to comply with PCI DSS (Payment Card Industry Data Security Standard). As evidence of compliance, Hawes shall provide upon request a current attestation of compliance signed by a PCI QSA (Qualified Security Assessor). 8. End of Agreement Data Handling. Hawes agrees that upon termination of this Agreement it
shall erase, destroy, and render unreadable all City data in its entirety in a manner that
prevents its physical reconstruction through the use of commonly available file restoration
utilities, and certify in writing that these actions have been completed within 30 days of the
termination of this Agreement or within 7 days of the request of an agent of City whichever shall
come first.
9. Mandatory Disclosure of Protected Information. If Hawes becomes compelled by law or
regulation (including securities' laws) to disclose any Protected Information, Hawes will provide City
with prompt written notice so that City may seek an appropriate protective order or other remedy. If a remedy acceptable to City is not obtained by the date that Hawes must comply with the request, Hawes will furnish only that portion of the Protected Information that it is legally required to furnish, and the Hawes shall require any recipient of the Protected Information to
exercise commercially reasonable efforts to keep the Protected Information confidential. 10. Remedies for Disclosure of Confidential Information. Hawes and City acknowledge that
unauthorized disclosure or use of the Protected Information may irreparably damage City in
such a way that adequate compensation could not be obtained from damages in an action at law.
Accordingly, the actual or threatened unauthorized disclosure or use of any Protected Information
shall give City the right to seek injunctive relief restraining such unauthorized disclosure or use, in
addition to any other remedy otherwise available (including reasonable attorneys' fees). Hawes
hereby waives the posting of a bond with respect to any action for injunctive relief. Hawes
further grants City the right, but not the obligation, to enforce these provisions in Hawes's
name against any of Hawes's employees, officers, board members, owners, representatives,
agents, contractors, and subcontractors violating the above provisions.
11. Non-Disclosure. Hawes is permitted to disclose Confidential Information to its employees, authorized subcontractors, agents, consultants and auditors on a need to know basis only, provided
that all such subcontractors, agents, consultants and auditors have written confidentiality
obligations to both Hawes and City.
12. Criminal Background Check. Hawes shall perform criminal background checks on all talent
assigned to this project before a person is allowed to work on any of the City’s computer software
projects. Hawes shall provide City with appropriate documentation of the background checks.
13. Survival. The confidentiality obligations shall survive termination of any agreement with Hawes
for a period of ten (10) years or for so long as the information remains confidential, whichever is
longer and will inure to the benefit of City.
DRAFT
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