20242050_A1_Timekeeping Software and Related Products.pdf

Request for Information

Timekeeping Software and Related Products

Solicitation No. RFI 20242050

Due Date and Time:

Wednesday, March 27, 2024 2:30pm PST

CITY OF EUGENE

Central Services Finance Division/Purchasing

100 West 10th Avenue, Suite 400 Eugene, Oregon 97401

The Purchasing Office is currently closed to the public.

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I. INVITATION TO SUBMIT INFORMATION

INVITATION TO SUBMIT INFORMATION

Notice to Suppliers Letters of Interest, including high-level price range information for Timekeeping Software and Related Products will be accepted by the Purchasing Office until Wednesday, March 27, 2024 @ 2:30pm. Letters of Interest will not be accepted after the closing time and date.

This Request for Information (RFI) may or may not directly result in a contract award.

Project Description The City of Eugene is requesting Letters of Interest from suppliers that provide timekeeping software and related products. The City wishes to compile information about products and services available and establish a budget and a list of suppliers.

After reviewing the Letters of Interest submitted in response to this RFI the City may, in its sole discretion, invite selected Offeror(s) to demonstrate the functionality of their offered software.

Solicitation Documents Solicitation documents may be examined electronically by logging in to OregonBuys. To view City of Eugene solicitations:

• Scroll to Supplier Activities

• Click the Open Bids icon

• Click the Advanced Search button

• Click Select Organization

• Select City of Eugene

• Click Search\Click the Bid Solicitation # to view solicitation details and documents

A copy of the Solicitation may also be obtained by emailing the Purchasing Analyst shown below.

Offerors shall submit an electronic response, including Letter of Interest and accompanying information, in PDF format via email to the Purchasing Analyst referenced below.

Letters of Interest with all accompanying information shall be submitted before the due date and time specified in the Request for Information.

Single Point of Contact City of Eugene Purchasing is the issuing office. Address all concerns or questions regarding this solicitation to the Purchasing Analyst identified below.

Dated: February 28, 2024

Michelle Hahn, OPBC Purchasing Analyst Mhahn@eugene-or.com https://oregonbuys.gov/bso/ mailto:Mhahn@eugene-or.com

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II. INSTRUCTIONS TO OFFERORS

1. Fill out and return the attached Standard Request for Information Form with Offeror Letter of Interest and responses to the questions outlined in Section IV. Questions for Offerors.

2. Offerors shall submit an electronic response, including Letter of Interest and accompanying information, in pdf format by emailing the City’s Purchasing Analyst MHahn@eugene-or.gov

Letters of Interest with all accompanying information shall be submitted before the due date and time specified in the RFI. Offeror shall bear all risks associated with delays in email or file sharing services.

3. Letters of Interest may be withdrawn by written notification on company letterhead signed by an authorized person and received prior to the deadline for submitting Letters of Interest.

4. This RFI does not commit the City to pay any costs incurred by any Offeror in the submission of Letters of Interest.

5. PUBLIC RECORDS: This RFI and one copy of each Letter of Interest received in response to it, shall be kept by the City of Eugene Purchasing Office and made a part of a file or record which shall be open to public inspection, excepting any information that is considered trade secret under ORS 192.501(2), each sheet of such information must be marked with the following legend:

“This data constitutes a trade secret under ORS 192.501(2) and shall not be disclosed except in accordance with the Oregon Public Records Law, ORS 192.”

The Oregon Public Records Law exempts from disclosure only bona fide trade secrets, and the exemption from disclosure applies only "unless the public interest requires disclosure in the particular instance." ORS 192.501(2). Therefore, non-disclosure of documents or any portion of a document submitted as part of a letter of interest may depend upon official or judicial determinations made pursuant to the Public Records Law.

6. Questions or clarification requests shall be submitted by email to the City’s Purchasing Analyst no later than Wednesday, March 20, 2024 @ 2:30pm. Contents of questions and clarifications should include a reference to the page or item being addressed, the reason and any proposed alterations.

The City may limit the number of responses it provides in response to Offerors’ questions.

Therefore, the City asks Offerors to prioritize questions asked. Do not include questions with the response to the RFI. Questions will be answered via Addendum(s) posted on OregonBuys.

7. Statements by City staff or its representatives are not binding on City, unless confirmed by written addendum. Addenda will issue and Offerors shall receive Addenda as follows: City will not mail notice of Addenda but will publish notice of any Addenda on OregonBuys. Addenda may be downloaded from OregonBuys. Interested Offerors should frequently check OregonBuys until closing.

mailto:MHahn@eugene-or.gov

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III. REQUIREMENTS / SPECIFICATIONS

INTRODUCTION

The City of Eugene is seeking vendor solutions to replace existing timekeeping software and physical timeclocks used by temporary employees. The software must allow for time entry via web, mobile and timeclock, the review and approval of entered time, and upload of time records to PeopleSoft Time and Labor.

The solution will be utilized by the City’s Recreation and Cultural Services divisions. Recreation operates three pools and seven community centers which employ up to 550 temporary employees throughout the year. The City’s Cultural Services division manages the Hult Center for the Performing Arts and the Cuthbert Amphitheater, employing approximately 120 temporary employees who are affiliated with the International Alliance of Theatrical Stage Employees (IATSE). IATSE contracts present unique challenges within the timekeeping system to ensure compliance with union rules.

Examples of union rules include meal penalties, minimum shift lengths, overtime, etc.

PROJECT DESCRIPTION

General System Requirements

The solution must be commercial off-the-shelf, configurable, web-based, vendor-hosted software.

The solution must be highly reliable with 99.9% availability and accessible 24 hours a day, 7 days a week.

Ability to run as a mobile application on both iOS and Android tablets and phones.

The solution should have web access for the following devices: desktops, laptops, tablets, and mobile devices.

Compatible with the following HTML 4 compliant browsers: Chrome, Safari, Firefox, Edge

Ability to retain time data in a disconnected environment (no internet).

Capability to manage users’ access through roles and permissions.

Maintenance contract for both hardware and software support.

Track all transactions, including changes made in the system by authorized users, and provide a complete audit trail of all transactions.

Time Entry Requirements

Data collection methods should include:

Web-based user interface Mobile app installed on individual staff devices Mobile app installed on shared devices Physical timeclocks (approx. 20) installed at up to 14 locations

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Process to enter time should capture information needed for transmittal to Peoplesoft Time and Labor (location, show/program, work type and job class).

Ability for staff and management to review, correct and approve time.

Ability for management to review and approve employee time by multiple locations or work units.

Accommodate shifts that span midnight, from one day to the next.

Allow staff to be assigned to multiple work locations.

Accommodate staff with multiple jobs at different pay rates.

Allow for time entry or recovery in the event of a system failure or loss of network connection.

Provide configurable notifications and reminders to be issued throughout the review and approval process.

Accommodate custom rules for union employees (e.g. meal penalties, penalty pay, etc.).

Integrate with When to Work or provide similar scheduling features.

Reporting and Audit Requirements

Provide report functions to detail all timekeeping information. Authorized users should be allowed to customize, generate, and print reports.

Provide configurable audit function to flag possible errors and issues.

System Security Requirements

Software does not require more permission/access than is needed to complete its function.

Software is downloaded/available from a trusted location (for example, on the vendor’s website).

Servers/data are located within the borders of the United States and governed by US laws and regulations.

Vendor is not on the list of countries we do not do business with. Those are currently: China, Iran, Iraq, North Korea, Syria, Russia

Vendor provides clear documentation pertaining to the function of its software.

Vendor provides clear policies that are kept up to date. Policies and regulatory documents such as their Privacy Policy, EULA, Service level agreements, Disaster recovery plan, etc.

Vendor releases regular updates.

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Vendor has a documented plan to address newly identified vulnerabilities within a reasonable amount of time.

The application allows for role-based security groups.

Required Submittals Initials

Letter of Interest

Completed Questions For Offerors Form

Signed Standard Request for Information Form

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IV. QUESTIONS FOR OFFERORS

(Submit responses with Letter of Interest)

Company Experience and Qualifications

1. Provide a brief summary of your company’s history, its capabilities, and demonstrated experience with similar projects and qualifications including professional licenses and certifications. Include general information on the company, number of years in business, location of corporate headquarters, and the number of branch offices.

2. Provide a general overview of the software application being proposed and how it meets the needs of the City.

3. Provide a list of professional references in which you have provided similar services proposed in this RFI within the last 5 years.

Scope of Services

4. Describe in detail the core functionality available in the proposed software application and hardware in relation to the requirements set forth in the RFI.

5. Describe any additional addons or modules that are available as part of the software application.

6. Describe integrations that the software has with other 3rd party software applications, specifically those in use currently by the City. Describe the technical details of how the integration process works, specifically with PeopleSoft HCM and When to Work.

7. Describe in detail the implementation plan, timeline, deliverables, milestones, knowledge transfer, and post implementation handoff. Identify potential risks that could delay the project.

List any resources you expect the City to provide.

8. Describe in detail the level of effort required from City staff as part of the overall project.

9. Describe the intervals of new releases or upgrades to the existing application.

10. Describe how often the software application and hardware are unavailable due to scheduled maintenance windows. Include days/times including the time zone of scheduled maintenance windows.

11. Explain where the software is hosted (private cloud or public cloud) and the terms of the service level agreement.

12. Describe the level of support provided and methods in which staff can contact support for assistance.

Cost Proposal

13. Provide a proposed total fee outlining the following:

• Cost of Software – Value of the cost of the software in relation to the functionality provided.

• Cost of Hardware – Value of the cost of the hardware in relation to the functionality provided.

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• Cost of Implementation – Value of the cost of the implementation in relation to overall implementation plan, timeline, deliverables, and requirements from City staff.

• Recurring Subscription Costs – Annual recurring subscription costs after the first year of service.

• Cost of Integrations - Is there a cost related to integrations now or in the future for PeopleSoft HCM or When to Work?

• Cost of Support – Is there a charge for technical support? If so, value of the cost of ongoing support.

After reviewing the Letters of Interest submitted in response to this RFI the City may, in its sole discretion, invite selected Offeror(s) to demonstrate the functionality of their offered software. Provide a sample demonstration agenda, including the recommended amount of time to review modules and/or core software functionalities and features.

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V. STANDARD REQUEST FOR INFORMATION FORM

Due Date and Time: March 27, 2024 @ 2:30pm

I, the undersigned, and authorized representative of ________________________________ (Firm Name) which is a sole proprietor __________, partnership __________, or corporation __________ have read and thoroughly understand the specifications, the RFI instructions, and all other conditions of the Request for Information solicitation as well as all addenda issued for this solicitation by the City of Eugene for Timekeeping Software and Related Products and agree that the information submitted is accurate and correct.

Name: __ Title:

Signature: Date:

Company Name:

Tax ID Number (TIN): __________________________________________________________

Address:

Phone: Fax:

E-mail Address: _______________________________________________________________

Company contact for this project (if different from above):

Name: Title: ______

Phone: E-mail: _________________________________

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VI. SAMPLE CONTRACT

CITY OF EUGENE SOFTWARE SERVICES CONTRACT

Timekeeping Software and Related Products

BETWEEN: The City of Eugene, (City) an Oregon Municipal Corporation

AND: _________, (Contractor) an __________ organized and existing under the laws of the State of __________

CONTRACT NO.: __________ - __________

EXPIRATION DATE:

RECITALS

A. Contractor is engaged in the business of ________________.

B. City desires to engage Contractor to provide the Services described in this Agreement and Contractor is willing to provide such Services on the terms and conditions set forth herein.

C. The Contract described herein was awarded under the exemption or procedure authorized by City of Eugene Administrative Order 44-23-01-F, Public Contracting Rules 2022, Exemption E-10 Information Technology, RFI 20242050.

AGREEMENT

1. Incorporation of Exhibits; Definitions; Contractor’s Representations and Warranties.

1.1 Exhibits. The Contract between the parties (the “Contract”) includes and incorporates into this document (this “Agreement”) all of the following:

Exhibit A summarizes certain federal, state, and municipal laws that apply to government contracts. The provisions of Exhibit A are statements of law and may not be modified and take precedence in the event of an inconsistency with the Agreement.

Other Exhibits. The Contract also includes and incorporates the following exhibits, which are listed in order of precedence. The provisions of this Agreement will have priority over all conflicting provisions of the following exhibits:

Exhibit B: Statement of Work / Service Deliverables Exhibit C: Compensation Add other Exhibits as necessary

1.2 Definitions. With the exception of proper nouns, capitalized terms not otherwise defined herein shall have the following meanings.

“Agreement” means this document, entitled Personal Services Contract and ending with the signatures of all parties.

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“Contract” means the written statement of the parties’ mutual and respective agreements, promises, undertakings and rights as set forth in this Agreement and all incorporated exhibits.

“Services” means all of the products, properties, and Services to be provided by Contractor under this Contract, as described in Exhibit B.

1.3 Contractor’s Representations and Warranties. Contractor makes the following representations and warranties to City:

1.3.1 Contractor and Contractor’s personnel are, and will at all times hereunder be, fully qualified by all necessary education, training, experience, licensure and certification to perform the Services.

1.3.2 As of the date of execution hereof, there are no claims or suits or proceedings, or threats thereof, seeking to enjoin the execution of the Contract by Contractor or the effect of which could prevent Contractor from performing or having the authority to perform the Services.

1.3.3 Neither the execution of the Contract nor the performance of the Services will constitute a breach or violation of any other contract, agreement, or law by which Contractor is bound or to which Contractor or any of its personnel who will perform the Services are subject.

2. Services.

2.1 Commencement. Contractor shall begin to provide the Services on __________, or, if later as soon as this Contract has been executed by all parties.

2.2 Key Personnel. Contractor has agreed that certain key personnel shall be assigned to perform certain parts of the Services, as described below. Removal of these key personnel from the specified tasks without the prior approval of City will be a material breach of the Contract.:________.

2.3 Security. If the Services will be performed on City property, Contractor will comply with all of

City’s security policies and procedures.

3. Term.

3.1 Initial Term. The initial term of the Contract shall expire, unless terminated or renewed, on the expiration date shown in the caption of this Agreement.

3.2 Renewal. Upon completion of the initial term, the City may elect to extend the Contract for up to xxxxx (XX) additional one-year terms by mutual agreement of the parties.

4. Compensation. Subject to City’s right of offset for breach, Contractor will bill City for the Services by submitting periodic invoices that conform to the requirements of Exhibit C. City will make payments net 30 days of receipt of a properly submitted invoice. Notwithstanding the foregoing, City will have

03/2023 Contract Number xxxx-xxxxx Page 12 the right to withhold payment for any item which City disputes in good faith, provided that City pays for all non-disputed items and takes commercially reasonable action to resolve the dispute.

5. Termination. Notwithstanding any other provisions hereof to the contrary, the Contract may be terminated as follows:

5.1 The parties, by mutual written agreement, may terminate the Contract at any time.

5.2 Either party may terminate the Contract if the other party is in breach of any provision hereof which breach continues for more than 30 days after a notice describing the breach has been given unless, in the case of a breach which cannot be cured within such 30-day period, the breaching party immediately initiates and diligently prosecutes a plan of curative action that is acceptable to the non-breaching party. Notwithstanding the foregoing, termination for a recurring breach may be made if the breach is uncured within seven days after the second notice in any twelve-month period and immediately, without opportunity for cure, in the third or any subsequent notice of breach in any twelve-month period.

5.3 The City may terminate the Contract on any date specified in a notice if funding for the

Services becomes unavailable or if the City determines that termination of the Contract is required by the public interest.

5.4 City may terminate the Contract immediately and without prior notice upon Contractor's failure to have in force any insurance required by the Contract, if Contractor breaches the City's security requirements, if Contractor fails to maintain any certificate or license required for performance of the Services, or as provided in Exhibit A.

6. Force Majeure. Neither City nor Contractor are responsible for any failure to perform or for any delay in the performance of any obligation under this Contract caused by public health emergency, fire, riot, acts of God, terrorism, war, or any other cause which is beyond the breaching party’s reasonable control. Contractor shall, however, make all reasonable efforts to remove or eliminate the cause of Contractor’s delay or breach and shall, upon the cessation of the cause, continue performing under this contract. City may terminate this Contract upon written notice to Contractor after City reasonably determines that the delay or breach will likely prevent successful performance of the Contract.

7. Criminal Background Check. A successful criminal background check is required for all Contractors before a person is allowed to work on any of the City’s computer software projects. All Contractor(s) who have been selected for the project(s) will be considered in pending status until they have passed the criminal background check. Depending on the nature of the project and the sensitivity of data, either the Human Resources and Risk Services Department or the Eugene Police Department will perform the necessary background check.

8. Use of Regional Information System (RIS) Equipment. The Contractor agrees to use any RIS-supplied or City-supplied software, equipment and/or facilities exclusively for the completion of the Contract. Other use shall be grounds for Contract termination. The City may deduct from any amounts payable to the Contractor or may bill the Contractor for the value of any unauthorized usage of RIS and City equipment and facilities.

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9. Acceptance Criteria. Final acceptance of the project will be decided by the City based on functionality, reliability, and performance during the 60-day acceptance period. The City shall check the system for completeness and compliance with the Contract specifications. The City shall test the system for completeness and error-free work. After these inspections prove satisfactory, the system shall be turned over to the City. The acceptance period shall commence following the turnover of the completed project to the City. At that time, operational control becomes the responsibility of the City.

The City shall give written notice of the start of the 60-day acceptance period. If any part of the system does not perform according to the analysis and design specifications during the acceptance period, the Contractor at the Contractor's expense shall correct the problem. The acceptance period shall restart at day one when the problem is corrected by the Contractor. Resetting the duration of the acceptance period after the problem is corrected may be negotiable depending upon the severity of the problem. The City shall make the final determination for resetting the acceptance period. If successful completion of the acceptance period is not attained 120-days from the turnover date, the City shall have the option of terminating the Contract with the Contractor forfeiting the 15 percent retainage or continuing the performance test.

10. Successful Completion. This Contract will be considered to be successfully completed when the City provides written notification of completion to the Contractor. This notification will be given to the Contractor within 15 days after the system has run error-free for 60 consecutive days. This assumes that in the opinion of the City, the product meets the requirements as specified in this Contract. On final acceptance of the Contract, the City shall pay the remaining 15 percent of the Contract cost. If the products do not meet the requirements, the Contract will not be considered to be successfully completed.

11. Remedies.

11.1 In the event of a termination of this Contract by City because of a breach by Contractor, City may complete the Work either by itself or by contracting with other persons, or any combination thereof. Contractor shall be liable to City for any costs or losses incurred by City arising out of or related to the breach, including costs incurred in selecting other contractors, time-delay losses, attorney fees and the like, less the remaining unpaid balance of the consideration provided in this Contract. City may withhold payment of sums due Contractor for work performed to the date of termination until City's costs and losses have been determined, at which time City may offset any such amount due Contractor against the costs and losses incurred by City.

11.2 The foregoing remedies provided to City for breach of this Contract by Contractor shall not be exclusive. City shall be entitled to exercise any one or more other legal or equitable remedies available because of Contractor's breach with or without termination.

11.3 In the event of breach of this Contract by City, Contractor's remedy shall be limited to termination of this Contract and payment for Services performed to the date of termination less any offset to which City is entitled.

12. Records/Inspection. Contractor shall maintain records of its charges to City under this Contract for a period of not less than three full fiscal years following Contractor's completion of this Contract. Upon reasonable advance notice, City or its authorized representatives may from time to time inspect, audit and make copies of any of Contractor's records that relate to this Contract. If any audit by City discloses that payments to the Contractor were in excess of the amount to which Contractor was entitled under this Contract, Contractor shall promptly pay to City the amount of such excess. If the

03/2023 Contract Number xxxx-xxxxx Page 14 excess is greater than two percent of the Contract amount, Contractor shall also reimburse City its reasonable costs incurred in performing the audit.

13. Indemnification. Contractor shall indemnify and hold City, its officers, agents and employees, harmless from and against any and all claims, actions, liabilities, costs including costs of defense, arising out of or in any way related to the work or other actions or failure to act by Contractor and Contractor's employees, agents, officers and contractors. In the event any such action or claim is brought against City, Contractor shall, if City so elects upon tender by City, defend the same at Contractor's sole cost and expense, promptly satisfy any judgment adverse to City, or to City and Contractor jointly, and reimburse City for any loss, cost, damage, or expense (including legal fees) suffered or incurred by City.

14. Insurance Contractor shall have and maintain the insurance policies specified below. Each policy of insurance shall be written as a primary policy, not contributing with or in excess of any coverage which City may carry. A copy of each policy or a certificate satisfactory to City shall be delivered to City prior to commencement of the Services. The adequacy of all insurance policies for compliance with this Section 12 shall be subject to approval by City’s Risk Manager. Failure to maintain any insurance coverage required by the Contract shall be cause for immediate termination of the Contract by City.

Unless otherwise specified, each policy shall be written on an “occurrence” form with an admitted insurance carrier licensed to do business in the state of Oregon; and shall contain an endorsement entitling City to not less than 30 days prior written notice of cancellation. In the event the statutory limit of liability of a public body for claims arising out of a single accident or occurrence is increased above the combined single limit coverage requirements specified below, City shall have the right to require that Contractor increase the coverage limits of all liability policies by the amount of the increase in the statutory limit.

14.1 Commercial General Liability. Contractor shall maintain a broad form commercial general liability insurance policy with coverage of not less than $2,000,000 combined single limit per occurrence, with aggregate of $3,000,000, for bodily injury, personal injury, or property damage. Such policy shall contain a contractual liability endorsement to cover Contractor's indemnification obligations under this Contract. The policy shall also contain an endorsement naming City as an additional insured, in a form satisfactory to City, and expressly providing that the interest of City shall not be affected by Contractor's breach of policy provisions.

14.2 Workers' Compensation Insurance. Contractor shall comply with the Oregon Workers' Compensation law by qualifying as a carrier-insured employer or as a self-insured employer and shall strictly comply with all other applicable provisions of such law. Contractor shall provide City with such further assurances as City may require from time to time that Contractor is in compliance with these Workers' Compensation coverage requirements and the Workers' Compensation law. Contractor is a subject employer that will comply with ORS 656.017.

14.3 Automobile Liability. Contractor shall maintain an automobile liability insurance policy with coverage of not less than $2,000,000 combined single limit per occurrence for bodily injury, personal injury, or property damage. The coverage shall include both hired and non-owned auto liability. The policy shall also contain an endorsement naming City as an additional

03/2023 Contract Number xxxx-xxxxx Page 15 insured, in a form satisfactory to City, and expressly providing that the interest of City shall not be affected by Contractor’s breach of policy provisions.

14.4 Professional Liability. Contractor shall maintain a professional liability insurance policy reflecting limits of not less than $2,000,000 for claims for professional acts, errors or omissions arising from the Work. The policy may be written on a “claims made” form. Contractor shall maintain the professional liability insurance coverage for at least one year after the completion of the work. The policy shall contain an endorsement entitling the City not less than 60 days prior written notice of cancellation of such policy.

14.5 Cyber Liability. Contractor shall maintain a cyber liability insurance policy reflecting limits of not less than $2,000,000 for claims for data breach, or technical errors or omissions arising from the Work. The policy may be written on a “claims made” form. Contractor shall maintain the cyber liability insurance coverage for at least one year after the completion of the work.

The policy shall contain an endorsement entitling the City not less than 60 days prior written notice of any material change, nonrenewal or cancellation of such policy.

15. Subcontracting. Contractor was selected for its special knowledge, skills and expertise, and shall not subcontract the Services, in whole or in part, without City’s prior written approval, which may be withheld for any reason. Contractor shall require any approved subcontractor to agree, as to the portion subcontracted, to comply with all obligations of Contractor specified in the Contract.

Notwithstanding City’s approval of a subcontractor, Contractor shall remain obligated for full performance of the Contract and City shall incur no obligation to any subcontractor. Contractor shall indemnify, defend, and hold City harmless from all claims of subcontractors.

16. Assignment. Contractor shall not assign the Contract, in whole or in part, or any right or obligation hereunder, without City’s prior written approval, which approval shall not be subject to a reasonableness standard. If Contractor is a corporation or partnership, a change in ownership of Contractor resulting from a voluntary transfer of stock or partnership interests, or a transfer upon death or disability of any owner, shall not constitute an assignment unless the transferor is one of the key personnel specified in Section 2.2 of this Agreement.

17. Independent Contractor. Whether Contractor is a corporation, partnership, other legal entity or an individual, Contractor is an independent contractor. If Contractor is an individual, Contractor's duties will be performed with the understanding that Contractor is a self-employed person, has special expertise as to the Services which Contractor is to perform and is customarily engaged in the independent performance of the same or similar services for others. The manner in which the Services are performed shall be controlled by Contractor; however, the nature of the Services and the results to be achieved shall be specified by City. Contractor is not to be deemed an employee or agent of City and has no authority to make any binding commitments or obligations on behalf of City except to the extent expressly provided herein.

18. Confidential Information. To be considered “Confidential Information” under the Contract, information must be clearly marked as “confidential information,” in a manner that will be obvious immediately upon access. Each party will limit its use of Confidential Information to the purpose for which it was disclosed by the other party and will use a reasonable level of care to prevent the intentional or inadvertent misuse, theft, or inappropriate disclosure of such information. Contractor

03/2023 Contract Number xxxx-xxxxx Page 16 understands that all records held by the City are public records and subject to public disclosure under public records law, and Contractor agrees that City shall have no liability for the disclosure of any Confidential Information properly disclosed under the law or under a court order in response to a public records request. Contractor also understands and agrees that the Contract documents and all records of Contractor’s fees and charges may not be considered Confidential Information and are public records for which no exemption to public disclosure applies.

19. Compliance with Laws. Contractor shall comply with all applicable Federal, State, and local laws, rules, ordinances, and regulations at all times and in the performance of the Work.

20. Ownership of Work Product.

20.1 All tangible or electronic copies of compilations, reports, plans, drawings, techniques, formulas, works of art, literature, music, or other personal property produced or created specifically for City under the Contract (“Work Products”) shall be delivered to the City prior to the completion or termination of the Services and shall be the sole and exclusive property of the City.

20.2 In addition to ownership of Work Products, City shall also be the owner of all copyrights, if any, existing in any Work Product under the federal copyright act except for those rights of attribution and integrity described in 17 USC 106A.

20.3 Unless expressly provided to the contrary herein, Contractor waives all rights of attribution and integrity with respect to any work of visual art except the right to prevent the use of his or her name as the author of the work of visual art in the event of a distortion, mutilation, or other modification of the work which would be prejudicial to his or her honor or reputation.

20.4 With the exception of Work Products that incorporate City’s databases or City’s Confidential

Information, Contractor may retain and display copies of any Work Product for marketing or demonstration purposes, and Contractor shall have the right to make derivative products based on a Work Product, but Contractor may not sell or commercially exploit any Work Product or reproduction of a Work Product.

20.5 Nothing in this Section 20 is intended to appropriate to City any personal property not created for City under the Contract, or any property used or incorporated into a Work Product that was owned by Contractor or a third party prior to its use for the Services, or that is merely a minor development or enhancement of Contractor’s pre-existing proprietary process, formula or technology.

20.6 City shall remove Contractor’s name and trademarks, if any, from any copy of a Work Product that is modified except when modified by Contractor, and Contractor shall have no responsibility for any modification of a Work Product that is not made under Contractor’s supervision.

21 Notices. Any notice permitted or required by the Contract shall be deemed given when personally delivered or upon deposit in the United States mail, postage fully prepaid, certified, and with return receipt requested, to the persons and addresses shown below. In addition, if directions for electronic

03/2023 Contract Number xxxx-xxxxx Page 17 transmission (email) are set forth below, notices may be delivered by email. Notices sent by certified mail will be deemed delivered three business days after placement in the mail and notices sent by email will be deemed delivered when successful transmission is electronically confirmed. Except as expressly provided in the Contract, required notices must be signed by the person designated to receive notices, or that person’s designee or attorney.

Contractor: _________ City: ________ _________ Department/Division _________ Eugene, Oregon 9740x

Email / phone Email / phone

Each party shall notify the other of any change in the name, address, or email instructions to be used for delivery of notices.

22. Dispute Resolution.

22.1 Continued Performance. Unless the Contract is terminated, neither party shall suspend performance of its obligations hereunder pending the resolution of a dispute.

22.2 Negotiation/Mediation. The parties shall use all reasonable attempts to resolve disputes informally through conferral and negotiation. In the event such efforts are unsuccessful, the parties may mutually agree to voluntary mediation. The parties shall share equally in all common costs of mediation.

22.3 Forum. Any litigation between the City and the Contractor that arises from or relates to this Contract shall be brought and conducted solely and exclusively within the Lane County Circuit Court; provided, however, if a dispute must be brought in a federal forum, then it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon, Eugene Division. In no event shall this Subsection be construed as a waiver by the City of Eugene of any form of defense or immunity, whether sovereign immunity, governmental immunity, or otherwise, from any claim or from the jurisdiction of any court.

CONTRACTOR, BY EXECUTION OF THE CONTRACT HEREBY CONSENTS TO THE IN

PERSONAM JURISDICTION OF THE COURTS REFERENCED IN THIS SECTION.

23. Waiver. No waiver of any breach of this Contract shall be held to be a waiver of any other or subsequent breach of this Contract. The failure of either party to insist upon any of its rights shall not be deemed a waiver of such rights on any subsequent occasions.

24. Interpretation. This Contract shall be governed by and interpreted in accordance with the laws of the State of Oregon without regard to principles of conflict of laws.

25. Severability. If any portion of this Contract is held or declared by a court of competent jurisdiction to be void, invalid, illegal, or otherwise not fully enforceable, it shall not affect any other section of this Contract and the remainder of the Contract shall continue to be binding and of full force and effect.

26. Survival. Any duty, liability, or obligation of a party which arises under this Contract, including without limitation, obligations with respect to indemnification, shall survive the termination or expiration of this Contract and shall be legally enforceable until satisfied by performance or payment, or until enforcement is legally precluded by lapse of time.

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27. No Third-Party Beneficiaries. There are no third-party beneficiaries of this Contract. The parties agree and intend that this Contract shall be enforceable only by the parties and their duly authorized representatives.

28. Integration. The Contract embodies the entire agreement of the parties concerning the Services.

There are no promises, terms, conditions. or obligations other than those contained herein. The Contract shall supersede all prior communications, representations, or agreements, either oral or written, between the parties. The Contract shall not be amended except in writing, signed by both parties.

29. Effective Date. The effective date of this Contract shall be the latest date of signature by the parties.

City of Eugene

Print Name:

Title:

Certifications of Contractor: Pursuant to ORS 305.385, Contractor hereby certifies that it is not in violation of any tax laws as defined in ORS 305.380. If Contractor is other than one or more individuals who have signed below, the individual(s) signing on behalf of Contractor hereby further certifies and swears under penalty of perjury and warrants to City that: (a) the full legal name and status of Contractor are as set forth in the caption to this Agreement, and (b) s/he is authorized to execute and deliver this Agreement and the Contract to City of behalf of, and as the act of Contractor.

Contractor

Print Name:

Title:

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EXHIBIT A

CITY OF EUGENE - STANDARD CONTRACT PROVISIONS

Contracts Subject to ORS Chapter 279B

Goods and Services including Personal Services OTHER THAN Architects, Engineers, Land Surveyors on Public Improvements

The following provisions, if applicable, are hereby included in and made a part of the attached contract between the City of Eugene and the Contractor named thereon as provided for in the Eugene Code, 1971, the Eugene Public Contracting Rules, the revised statutes of the State of Oregon, and Federal laws, rules, regulations, and guidelines. The Contractor AND EVERY SUBCONTRACTOR shall include these provisions in every subcontract SO THAT THESE PROVISIONS WILL APPLY TO, AND BE BINDING ON EVERY SUBCONTRACTOR.

Failure to comply with any of the applicable provisions below shall be a material breach of the contract and may result in debarment of the Contractor or subcontractor from City contracts for up to three (3) years.

1. Fair Employment Practice Provisions (Eugene Code, 1971, Section 4.625 and Eugene Public Contracting Rule 137-046-0500(1))

1.1 Non-Discrimination Requirements. During the performance of this contract, the Contractor and each subcontractor agrees to comply with sections 4.613 to 4.655 of the Eugene Code, 1971, and as follows:

(a) The Contractor and each subcontractor will not discriminate against any employee or applicant for employment because of an individual’s race, religion, color, sex, national origin, marital status, familial status, age, sexual orientation or source of income, a juvenile record that has been expunged pursuant to ORS 419A.260 and 419A.262, or because an individual is a person with a disability which, with reasonable accommodation by the employer does not prevent the performance of the work involved, unless based upon a bona fide occupational qualification reasonably necessary to the normal operation of the employer’s business.

(b) The Contractor and all subcontractors employing 15 or more individuals will develop and implement an affirmative action plan to insure that applicants are employed, and that employees are treated during employment, without regard to their race, color, sex, age, or national origin. Such plan shall include, but not be limited to the following: employment, upgrading, demotion, transfer, recruitment, recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training, including apprenticeship.

(c) The Contractor and each subcontractor will post in conspicuous places, available to employees and applicants for employment, notices to be provided by the Human Rights Commission setting forth the provisions of this nondiscrimination clause.

1.2 Reporting. The Contractor and each subcontractor will, prior to commencement and during the term of the contract, provide to the City such documentation, and permit any inspection of records as may be required or authorized by rules adopted by the city manager to determine compliance with subsection 1.1 above.

1.3 Violations. If upon an investigation conducted pursuant to rules adopted by the city manager in accordance with section 2.019 of the Eugene Code, 1971 there is reasonable cause to believe that the Contractor or any subcontractors of the Contractor have failed to comply with any of the terms of subsections 1.1 or 1.2, a determination thereof shall be made by the city manager. Such determination may result in the suspension, cancellation, or termination of the principal contract in whole or in part and/or the withholding of any funds due or to become due to the Contractor, pending compliance by the Contractor and/or its subcontractors, with the terms of subsections 1.1 and 1.2. Such determination may further result in debarment of the Contractor in accordance with the adopted rules.

1.4 Failure to Comply. Failure to comply with any terms of subsections 1.1 and 1.2 above shall be a material breach of the contract.

1.5 Inclusion of Fair Employment Practices Provisions in Contracts with Subcontractors. The contractor shall include the provisions of subsections 1.1 through 1.4 above in contracts with subcontractors so that the provisions will be binding upon each subcontractor.

1.6 Contractor Defined. As used in this section 1, "contractor" means all persons, wherever situated, but excluding local, state or federal units of government or their officials, from whom the City purchases Goods and/or Services costing $2,500 or more in any fiscal year.

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2. ORS 279A.120 Nonresident Contractors.

2.1 As used in this section, “nonresident contractor” means a contractor that: (A) has not paid unemployment taxes or income taxes in the state of Oregon during the 12 calendar months immediately preceding submission of the bid for the contract, (B) does not have a business address in this state and (C) stated in the bid for the contract that it was not a “resident bidder” under

ORS 279A.120.

2.2 If the Contractor is a nonresident contractor and the contract price exceeds $10,000, the Contractor shall promptly report to the

Department of Revenue on forms to be provided by the Department of Revenue the total contract price, terms of payment, length of contract and such other information as the Department of Revenue may require before the Contractor may receive final payment on the public contract. The City may not award a Public Improvement Contract or a Public Works Contract to a nonresident bidder that is an educational service district. The City shall satisfy itself that the requirement of this subsection has been complied with before the City issues a final payment on a public contract.

3. ORS 279B.220 and Eugene Rule 137-046-0500(2) Conditions concerning payment, contributions, liens, withholding. The

Contractor shall:

(a) 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.

(b) Pay all contributions or amounts due the Industrial Accident Fund from the contractor or subcontractor incurred in the performance of the contract.

(c) 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.

(d) Pay to the Department of Revenue all sums withheld from employees under ORS 316.167.

4. ORS 279B.225 Condition concerning salvaging, recycling, composting, or mulching yard waste material. If the contract will include lawn and landscape maintenance the Contractor shall salvage, recycle, compost or mulch yard waste material at an approved site, if feasible and cost-effective.

5. ORS 279B.230 and Eugene Rule 137-046-0500(3) Condition concerning payment for medical care and providing workers’ compensation.

5.1 Medical Care. The Contractor shall 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.

5.2 Workers Compensation. All subject employers working under the contract are either employers that will comply with ORS

656.017 or employers that are exempt under ORS 656.126.

6. ORS 279B.235 and Eugene Rule 137-046-0500(4) Condition concerning hours of labor. The contractor shall pay employees for overtime work performed under the public contract in accordance with ORS 653.010 to 653.261 and the Fair Labor Standards Act of 1938 (29 U.S.C. 201 et seq.).

6.1 Personal Services Contracts. In the case of Personal Services Contracts, the employee shall be paid at least time and a half for all overtime worked in excess of forty (40) hours in any one (1) 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 et seq. from receiving overtime.

6.2 Contracts for Services. In the case of contracts for services, persons employed under the contracts shall receive at least time and a half pay for work performed on the legal holidays specified in a collective bargaining agreement, in ORS 279B.020(1)(b)(B) to (G), or in ORS 279C.540 (1)(b)(B) to (G) and for all time worked in excess of ten (10) hours in any one (1) day or in excess of forty (40) hours in any one (1) week, whichever is greater.

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7. ORS 279B.240 Exclusion of recycled oils prohibited.