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CAG2023-027 - Original - TEKsystems, Inc. - Temporary Workers for Technology Projects and Services on an As-Needed Basis - 01/17/2023
Daniel Blincoe IT 01/09/2023 01/23/2023 12/13/2022 multiple N/A TEKsystems, Inc. Contract 161633 Other Consultant Services Agreement Original Consultant Services Agreement, replacing the prior agreement (CAG2021-433), for temporary workers for technology projects and services on an as-needed basis. Agreement Amount below is for all IT agency temporary contracts. $2,200,000.00 Direct Negotiation Okay to sign. 1/12/2023 1/9/23 LS/BR MC Original CAG2023-027 1/12/23 1/17/23 DATE: December 13, 2022 TO: Kent City Council SUBJECT: Consultant Services Agreements with Protingent, Inc., TEKsystems, Inc., and Affirma, LLC - Authorize MOTION: I move to authorize the Mayor to sign Consultant Services Agreements with Protingent Inc., TEKsystems, Inc., and Affirma, LLC., in a collective amount not to exceed the $2.2 Million budget established for all Information Technology temporary service contracts through December 31, 2024, subject to final terms and conditions acceptable to the IT Director and City Attorney. SUMMARY: contracts with a number of employment agencies to retain temporary workers, on an as-s and service needs. From January 1, 2023 through December 31, 2024, the City is seeking to hold agreements with Protingent Inc., TEKsystems, Inc., Robert Half International, Inc., and Affirma, LLC. into new contracts with said agencies so long as the costs associated with those contracts can be paid for within budgets established and authorized by Council for the 2023 and 2024 biennium in an amount not to exceed $2,200,000.00. The City will pay the Consultant, based on time and materials, for services provided under the term of this agreement. IT will monitor fees charged in relation to this collective budgeted amount to ensure the amounts paid to all employment agencies for temporary workers does not exceed the budgeted amounts approved by Council. BUDGET IMPACT: ATTACHMENTS: 1. City of Kent - Consultant Services MSA - Protingent (PDF) 2. City of Kent - Consultant Services MSA - TEKsystems (PDF) 3. City of Kent - Consultant Services MSA - Affirma (PDF) 11/15/22 Operations and Public Safety Committee MOTION PASSES RESULT: MOTION PASSES [UNANIMOUS] Next: 12/13/2022 7:00 PM MOVER: Satwinder Kaur, Councilmember SECONDER: Toni Troutner, Councilmember AYES: Boyce, Fincher, Kaur, Larimer, Michaud, Thomas, Troutner CONSULTANT SERVICES AGREEMENT - 1 (Over $20,000) CONSULTANT SERVICES AGREEMENT between the City of Kent and TEKsystems, Inc. THIS AGREEMENT is made between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and TEKsystems, Inc., a Maryland corporation authorized to conduct business in Washington, and located and doing business at 7437 Race Road, Hanover, MD 21076 (hereinafter the "Consultant"). I. DESCRIPTION OF WORK. Consultant shall perform the following Services for the City in accordance with the following described plans and/or specifications: Supplemental staffing and recruiting services on a time and material basis, under the technical direction and supervision of City, and talent acquisition and executive search services on an on-call, as-needed basis as determined by the City (“Services”). The specifics of the services provided will be confirmed in a Job Arrangement Letter, in a form substantially similar to that attached and incorporated as Exhibit C, which will confirm details of the assignment of Consultant’s Assigned Individual as further specified herein. The Job Arrangement Letter acknowledges that the assignment is under the terms of a signed agreement between the parties. Consultant represents and warrants that the Services furnished under this Agreement will be performed in a good and workmanlike manner and consistent with generally accepted professional recruiting practices within the Puget Sound region in effect at the time those Services are performed. Consultant further represents and warrants that its representatives assigned to perform Services for City shall be fully qualified, experienced, and technically trained and shall perform the services in a reasonably cost-efficient manner. For any breach of this warranty, Consultant shall not charge the City for the first forty (40) hours worked by Consultant’s Assigned Individual for the unsatisfactory services. Contractor represents and warrants that it has the personnel, expertise and corporate infrastructure available to support the design, delivery, and implementation of each deliverable and meet any milestones and/or deadlines imposed by this Agreement, as well as performing the Services described herein in accordance with the terms and conditions of this Agreement. This provision is intended to provide assurance to the City that Contractor has the talent pool available that is capable of performing as this Agreement requires, and that Contractor will use its best efforts to locate personnel whose skillset—technical, professional, and interpersonal—meet the City’s needs and desires. II. TIME OF COMPLETION. This Agreement will become effective on the date it is fully signed by the parties and will continue through 12/31/2024 (“Initial Term”). The parties agree that work will begin on the tasks described in Section I above immediately upon the effective date of this Agreement. The parties may agree to extend this Agreement for successive one (1) year terms, which extensions will be authorized through an Amendment to this Agreement (“Renewal Term”). III. COMPENSATION. A. The City shall pay the Consultant, based on time and materials for Services provided under this Agreement during its Initial Term and each Renewal Term exercised by the City and agreed upon by the Consultant. The Kent City Council has established an overall budget of $2,200,000.00 for all temporary staffing and placement of IT professionals provided by Consultant, and others retained by the City to provide similar work, through the year 2024, and City staff is not authorized to approve any work beyond that budgeted amount. The City CONSULTANT SERVICES AGREEMENT - 2 (Over $20,000) will monitor fees charged in relation to that collective budgeted amount, and if Services provided by Consultant and others will cause the City to exceed that budgeted amount, the City will either seek additional approval through a contract amendment authorized by the Mayor or Council as the Kent City Code may require or terminate Consultant’s services as provided for in this Agreement. Consultant acknowledges and understands that it is not the City’s exclusive provider of these services but is instead one of several Consultants who have been retained to provide temporary staffing and placement services. The City maintains its unqualified right to obtain these services through other sources. This Agreement is for on-call and as-needed services, the need for which is determined in the City’s sole judgment and discretion. The Consultant’s billing rates will be negotiated at the time an Assigned Individual is assigned and that agreed billing rate will be provided for on the Assigned Individual’s timesheet. If applicable, overtime will be billed at 1.5 times that rate. The temporary worker Consultant assigns to perform work under this Agreement (“Assigned Individual”) will submit either an electronic time record or a time sheet for City’s verification and approval at the end of each week.The signing of a weekly timesheet by an authorized City representative shall constitute acceptance of the hours claimed to have been performed. B. The Consultant shall submit weekly payment invoices to the City for work performed, and a final bill upon completion of all services described in this Agreement. The City shall provide payment within thirty (30) days of receipt of an invoice. If the City objects to all or any portion of an invoice due to billing or invoicing errors, it shall notify the Consultant and reserves the option to only pay that portion of the invoice not in dispute until any such dispute is settled by the parties. In that event, the parties will immediately make every effort to settle the disputed portion. IV. INDEPENDENT CONTRACTOR. The parties intend that an Independent Contractor- Employer Relationship will be created by this Agreement. By their execution of this Agreement, and in accordance with Ch. 51.08 RCW, the parties make the following representations: A. The Consultant has the ability to control and direct the performance and details of its work as a recruiting firm, the City being interested only in the results obtained under this Agreement. B. The Consultant maintains and pays for its own place of business from which Consultant’s placement services under this Agreement will be performed. C. The Consultant has an established and independent business that is eligible for a business deduction for federal income tax purposes that existed before the City retained Consultant’s services, or the Consultant is engaged in an independently established trade, occupation, profession, or business of the same nature as that involved under this Agreement. D. The Consultant is responsible for filing as they become due all necessary tax documents with appropriate federal and state agencies, including the Internal Revenue Service and the state Department of Revenue. E. The Consultant has registered its business and established an account with the state Department of Revenue and other state agencies as may be required by Consultant’s business and has obtained a Unified Business Identifier (UBI) number from the State of Washington if applicable to Consultant. F. The Consultant maintains a set of books dedicated to the expenses and earnings of its business. V. CITY PROPERTY. City and Consultant agree and understand that the work performed hereunder is “Work for Hire.” If for any reason work does not constitute “Work for Hire,” Consultant hereby assigns all copyrights therein to the City effective as of the date(s) such materials had been created. CONSULTANT SERVICES AGREEMENT - 3 (Over $20,000) Consultant agrees to sign and deliver any documentation that may be reasonably required by the City to effectuate the foregoing assignment. Consultant shall at all times protect City’s property from injury or loss arising in connection with this Agreement. If provided access, either locally or via remote access, to City’s network, Consultant shall prevent loss of system files and data on City’s servers due to the negligent, reckless, or willful misconduct of Consultant or its Assigned Individual. Consultant shall treat as confidential all information related to remote access, including instructions, user IDs, and passwords. In no case shall Consultant allow a third party (i.e. not employed by Consultant) to remotely connect to City’s network. VI. SECURITY. Given the nature of the services provided, Consultant must make every reasonable effort to protect City systems and data from improper access. In no case shall any employees. agents, representatives and/or subcontractors of Consultant, including the Assigned Individual, have access to City passwords, accounts, records or data files without prior written approval from the City. For security purposes, Assigned Individuals shall be subject to all lawful background investigations, including without limitation criminal conviction background investigations, as may be reasonably required by the City. At the direction of City, Consultant shall do all things necessary or appropriate to facilitate the background checks including but not limited to obtaining permissions or written waivers from the Assigned Individual, and/or contracting with a third party to perform the background checks per City’s specifications. VII. PROJECT TEAM. A. Assignment of Assigned Individual to Project Team. Consultant understands that the Assigned Individual works as part of the City’s project team, and as such, once assigned, the Assigned Individual is essential to the services offered pursuant to this Agreement. Therefore, the parties agree that: Consultant will not transfer or reassign such Assigned Individual without the express written agreement of City; and should such Assigned Individual no longer be employed during the term of this Agreement by Consultant for whatever reason, City shall have the right to request a specific replacement. In addition, the City reserves the right to request reassignment of any Assigned Individuals if the City, in good faith, believes such individual does not meet performance/qualification standards established by the City. Consultant guarantees the City’s satisfaction with the services provided by the Assigned Individual by extending a one- day (8 hour) guarantee period. If, for any reason, the City is dissatisfied with the services provided by the Assigned Individual, Consultant will not charge for the first 8-hours worked, provided (1) the City contacts Consultant within those first 8 hours to report its dissatisfaction, and (2) the City consents to Consultant replacing the Assigned Individual. B. Right of City to Reject Assigned Individual. City shall have the right to reject any Assigned Individual whose qualifications or performance in the City's good faith and reasonable judgment does not meet the standards established by City as necessary for the performance of the services or does not meet prescribed IT department policy, standards, procedures and guidelines, attached and incorporated as Exhibit A. Such notice shall be provided in writing to the designated location for receipt of notices. Upon receipt of notice, Consultant shall verify receipt of notice and shall meet with City to discuss the problem; and is then responsible for replacing rejected Assigned Individuals and should do so within ten (10) business days from the date of the meeting unless otherwise agreed upon in writing. VIII. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreement. After termination, the City may take possession of all records and data within the Consultant’s possession pertaining to this project, which may be used by the City without restriction. IX. DISCRIMINATION. In the hiring of employees for the performance of work under this Agreement or any subcontract, the Consultant, its subcontractors, or any person acting on behalf of the Consultant or subcontractor shall not, by reason of race, religion, color, sex, age, sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relates. Consultant shall execute the attached City of Kent Equal Employment Opportunity Policy Declaration, Comply with City Administrative Policy 1.2, and upon completion of the contract work, file the attached Compliance Statement. CONSULTANT SERVICES AGREEMENT - 4 (Over $20,000) X. INDEMNIFICATION. Consultant shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the Consultant's negligent performance of the Services under this Agreement, except for that portion of the injuries and damages caused by the City's negligence, gross negligence, or willful misconduct. The City's inspection or acceptance of any of Consultant's work when completed shall not be grounds to avoid any of these covenants of indemnification. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials, employees, agents and volunteers, the Consultant's duty to defend, indemnify, and hold the City harmless, and Consultant’s liability accruing from that obligation shall be only to the extent of the Consultant's negligence. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. In the event Consultant refuses tender of defense in any suit or any claim, if that tender was made pursuant to this indemnification clause, and if that refusal is subsequently determined by a court having jurisdiction (or other agreed tribunal) to have been a wrongful refusal on the Consultant’s part, then Consultant shall pay all the City’s costs for defense, including all reasonable expert witness fees and reasonable attorneys’ fees, plus the City’s legal costs and fees incurred because there was a wrongful refusal on the Consultant’s part. Other than when necessary for Consultant to fulfill its indemnification responsibilities with respect to third parties, under no circumstances shall either party be directly liable to the other for indirect, consequential, or punitive damages whether arising in contract, tort or otherwise. The provisions of this section shall survive the expiration or termination of this Agreement. XI. INSURANCE. The Consultant shall procure and maintain for the duration of the Agreement, insurance of the types and in the amounts described in Exhibit B attached and incorporated by this reference. XII. EXCHANGE OF INFORMATION. The City will provide its best efforts to provide reasonable accuracy of any information supplied by it to Consultant for the purpose of completion of the work under this Agreement. XIII. OWNERSHIP AND USE OF RECORDS AND DOCUMENTS. Original documents, drawings, designs, reports, or any other records developed or created by the Assigned Individual under this Agreement shall belong to and become the property of the City. The Consultant acknowledges that the City is a public agency subject to the Public Records Act codified in Chapter 42.56 of the Revised Code of Washington. As such, the Consultant agrees to cooperate fully with the City in satisfying the City’s duties and obligations under the Public Records Act. XIV. CITY'S RIGHT OF INSPECTION. Even though Consultant is an independent contractor with the authority to control and direct the performance and details of Consultant’s work as a recruiting firm authorized under this Agreement, the Assigned Individual’s work must meet the approval of the City and shall be subject to the City's general right of inspection to secure satisfactory completion. City shall provide the Assigned Individual providing services to City with day-to-day oversight and direction. XV. WORK PERFORMED AT CONSULTANT'S RISK AND JOB LIMITATIONS. The City agrees that it will provide safe on-site working conditions. Consultant shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of any contract work off-site and shall utilize all protection necessary for that purpose. All off-site work shall be done at CONSULTANT SERVICES AGREEMENT - 5 (Over $20,000) Consultant's own risk, and Consultant shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. The City agrees that it will not permit or require Consultant’s Assigned Individual: (i) to perform services outside of the scope of his or her assignment; (ii) to sign contracts or statements; (iii) to make any final decisions regarding system design, software development or the acquisition of hardware or software; (iv) to make any management decisions; (v) to sign, endorse, wire, transport or otherwise convey cash, securities, checks or any negotiable instruments or valuables; (vi) to use computers, or other electronic devices, software or network equipment owned or licensed by the Assigned Individual; or (vii) to operate machinery (other than office machines) or automotive equipment. XVI. MISCELLANEOUS PROVISIONS. A. Recyclable Materials. Pursuant to Chapter 3.80 of the Kent City Code, the City requires its contractors and consultants to use recycled and recyclable products whenever practicable. A price preference may be available for any designated recycled product. B. Non-Waiver of Breach. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. C. Resolution of Disputes and Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. If the parties are unable to settle any dispute, difference or claim arising from the parties’ performance of this Agreement, the exclusive means of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall be construed to limit the City's right to indemnification under Section X of this Agreement. D. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement, unless notified to the contrary. Any written notice hereunder shall become effective three (3) business days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. E. Assignment. Any assignment of this Agreement by either party without the written consent of the non-assigning party shall be void. If the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. F. Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and Consultant. G. Entire Agreement. The written provisions and terms of this Agreement, together with any Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other representative of the City, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this Agreement. All of the above documents are hereby made a part of this Agreement. However, should any language in any of the Exhibits to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. H. Compliance with Laws. The Consultant agrees to comply with all applicable federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable to Consultant's business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those operations. CONSULTANT SERVICES AGREEMENT - 6 (Over $20,000) I. Public Records Act. The Consultant acknowledges that the City is a public agency subject to the Public Records Act codified in Chapter 42.56 of the Revised Code of Washington and documents, notes, emails, and other records prepared or gathered by the Consultant in its performance of this Agreement may be subject to public review and disclosure, even if those records are not produced to or possessed by the City of Kent. As such, the Consultant agrees to cooperate fully with the City in satisfying the City’s duties and obligations under the Public Records Act. J. City Business License Required. Prior to commencing the tasks described in Section I, Contractor agrees to provide proof of a current city of Kent business license pursuant to Chapter 5.01 of the Kent City Code. K. Counterparts and Signatures by Fax or Email. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. Further, upon executing this Agreement, either party may deliver the signature page to the other by fax or email and that signature shall have the same force and effect as if the Agreement bearing the original signature was received in person. L. Background Checks. If City requires Consultant to perform background checks or other placement screenings of Consultant’s Assigned Individuals, City agrees to notify Consultant prior to the start of services under this Agreement. Consultant will conduct such checks or screenings only if they are described in a signed, written amendment to this Agreement. If City requests a summary copy of the results of any checks conducted on Consultant’s Assigned Individuals, City agrees to keep such summary results strictly confidential and to use such results in accordance with applicable laws and solely for employment purposes. M. Confidentiality to the Extent Allowed by Law. City agrees to hold in confidence the identity of any Assigned Individual and the Assigned Individual’s resume, social security number, and other legally protected personal information, and the City agrees to implement and maintain reasonable security procedures and practices to protect such information from unauthorized access, use, modification or disclosure, unless disclosure is required by law. N. Conversion of Assigned Individual to City Employee. City may not directly or indirectly, for itself, or on behalf of any other person, firm, corporation or other entity, whether as principal, agent, employee, stockholder, partner, member, officer, director, sole proprietor, or otherwise, solicit, participate in or promote the solicitation of any Assigned Individual to leave the employ of Consultant, or hire or engage any Assigned Individual who has not completed a minimum of six (6) months of continuous assignment to the City under this Agreement. However, if any Assigned Individual has been assigned to the City for at least six (6) months, then City may employ or otherwise professionally engage that Assigned Individual without any financial compensation or liquidated damages owed to Consultant. / / / / / / / / / / / / / / CONSULTANT SERVICES AGREEMENT - 7 (Over $20,000) O. Remote Work. The City may authorize an Assigned Individual to work remotely off-site, away from a City location. City is aware that the remote work location is not a Consultant location and is not a site managed by Consultant. In such event, City shall provide the Assigned Individual with hardware (if applicable), software, and network connectivity (such as a secure Virtual Private Network) to perform the Services remotely and shall be responsible for ensuring any City-provided hardware, software, and network meet City security obligations and measures. At no time will Consultant or its Assigned Individual be storing City’s data on Consultant’s equipment. IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered below. All acts consistent with the authority of this Agreement and prior to its effective date are ratified and affirmed, and the terms of the Agreement shall be deemed to have applied. CONSULTANT: TEKsystems, Inc. By: (signature) Print Name: Michael Larrick Its Senior Manager of Operations (title) DATE: CITY: City of Kent By: (signature) Print Name: Dana Ralph Its Mayor DATE: ATTEST: Kent City Clerk APPROVED AS TO FORM: Kent Law Department NOTICES TO BE SENT TO: TEKsystems, Inc.: TEK Contracts Team GSVHCVContracts@teksystems.com 7437 Race Road, Hanover, MD 21076 xxx: (410) 540-3044 (telephone) (___) ______________ (facsimile) NOTICES TO BE SENT TO: CITY OF KENT: ITA@kentwa.gov City of Kent 220 Fourth Avenue South Kent, WA 98032 (253) 856-4600 (telephone) (253) 856-4700 (facsimile) 12/21/2022 EEO COMPLIANCE DOCUMENTS - 1 DECLARATION CITY OF KENT NON-DISCRIMINATION POLICY The City of Kent (City) is committed to conform to Federal and State laws regarding equal opportunity. As such all contractors, subcontractors, consultants, vendors, and suppliers who perform work with relation to this Agreement shall comply with the regulations of the City’s equal employment opportunity policies. The City of Kent and its contractors are subject to and will comply with the following: • Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); • 49 C.F.R. Part 21 (entitled Non-discrimination in Federally Assisted Programs Of The Department Of Transportation-Effectuation Of Title VI Of The Civil Rights Act Of 1964); • 28 C.F.R. section 50.3 (U.S. Department of Justice Guidelines for Enforcement of Title VI of the Civil Rights Act of 1964). Ch. 49.60 RCW (Washington Law Against Discrimination) The preceding statutory and regulatory cites hereinafter are referred to as “the Acts and Regulations”. The following statements specifically identify the requirements the City deems necessary for any contractor, subcontractor, or supplier on this specific Agreement to adhere to. An affirmation of all of the following is required for this Agreement to be valid and binding. If any contractor, subcontractor, or supplier willfully misrepresents themselves with regard to the directives outlined below, it will be considered a breach of contract and it will be at the City’s sole determination regarding suspension or termination for all or part of the Agreement. The statements are as follows: 1. I have read the attached City of Kent administrative policy number 1.2. 2. During the time of this Agreement, I will not discriminate in employment on the basis of sex, race, color, national origin, age, or the presence of all sensory, mental or physical disability. 3. During the time of this Agreement I, the prime contractor, will provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 4. During the time of the Agreement I, the prime contractor, will actively consider hiring and promotion of women and minorities. 5. During the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "contractor") agrees as follows: A. Compliance with Regulations: The contractor, subcontractor, consultant, vendor, and supplier (hereinafter “Contractor”) will comply with all Acts and the Regulations relative to non-discrimination, including those applicable to Federally-assisted programs of the U.S. Department of Transportation, State-assisted programs through the Washington State Department of Transportation, and generally under Washington’s Law Against Discrimination, Ch. 49.60 RCW, as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract. B. Non-discrimination: The contractor, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, or national origin in the EEO COMPLIANCE DOCUMENTS - 2 (Over $20,000) selection and retention of subcontractors, including procurements of materials and leases of equipment. The contractor will not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21. C. Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding, or negotiation made by the contractor for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the contractor of the contractor's obligations under this contract and the Acts and the Regulations relative to non-discrimination on the grounds of race, color, or national origin. D. Information and Reports: The contractor will provide all information and reports required by the Acts and Regulations and directives issued pursuant thereto and in response to a reasonable request will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined applicable to contractor’s contract by the City or the Washington State Department of Transportation to be pertinent to ascertain compliance with such Acts and Regulations and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the information, the contractor will so certify to the City or the Washington State Department of Transportation, as appropriate, and will set forth what efforts it has made to obtain the information. E. Sanctions for Noncompliance: In the event of a contractor's noncompliance with the non-discrimination provisions of this contract, the City will impose such contract sanctions as it or the Washington State Department of Transportation may determine to be appropriate, including, but not limited to: a. withholding payments to the contractor under the contract until the contractor complies; and/or b. cancelling, terminating, or suspending a contract, in whole or in part. F. Incorporation of Provisions: The contractor will include the provisions of paragraphs (A) through (F) above in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts and Regulations and directives issued pursuant thereto. The contractor will take action with respect to any subcontract or procurement as the City or the Washington State Department of Transportation may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the contractor becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the contractor may request the City to enter into any litigation to protect the interests of the City. In addition, the contractor may request the United States to enter into the litigation to protect the interests of the United States. 6. During the performance of this contract, the contractor, for itself, its assignees, and successors in interest agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: Pertinent Non-Discrimination Authorities: i. Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21. ii. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); EEO COMPLIANCE DOCUMENTS - 3 (Over $20,000) iii. Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the basis of sex); iv. Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; v. The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age); vi. Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); vii. The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not); viii. Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38; ix. The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); x. Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures Non-discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; xi. Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of Limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); xii. Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq). xiii. Washington Law Against Discrimination (Ch. 49.60 RCW) 8. The submission of the final invoice for this contract will constitute a reaffirmation that the preceding statements were complied with during the course of the contract’s performance. By signing below, I agree to fulfill the five requirements referenced above. By: _______________________________________________ For: _______________________________________________ Title: ______________________________________________ Date: _____________________________________________ Michael Larrick TEKsystems, Inc. Senior Manager of Operations 12/21/2022 EEO COMPLIANCE DOCUMENTS - 4 (Over $20,000) CITY OF KENT ADMINISTRATIVE POLICY NUMBER: 1.2 EFFECTIVE DATE: October 20, 2022 SUBJECT: INCLUSIVE CONTRACTING SUPERSEDES: January 1, 1998 APPROVED BY Dana Ralph, Mayor POLICY: Equal employment opportunity and non-discrimination in contracting requirements for the City of Kent will conform to federal and state laws. All contractors, subcontractors, consultants, and suppliers of the City must guarantee equal employment opportunity within their organization and, if holding Agreements with the City amounting to $10,000 or more within any given year, must take the following affirmative steps: 1. Provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 2. Actively consider for promotion and advancement available minorities and women. Further, all contractors, subcontractors, consultants, suppliers, grantees, or subgrantees of the City, regardless of the value of the Agreement, are required to sign the City’s Non-Discrimination Policy Declaration, prior to commencing performance. Any contractor, subcontractor, consultant or supplier who willfully disregards the City’s nondiscrimination and equal opportunity requirements shall be considered in breach of contract and subject to suspension or termination for all or part of the Agreement. Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and Public Works Departments to coordinate with the City’s Title VI coordinator and perform the following duties for their respective departments. 1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these regulations are familiar with the regulations and the City’s equal employment opportunity policy. 2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines. INFORMATION TECHNOLOGY PERSONNEL POLICY- 1 Exhibit A Exhibit A Number: ITP 3-01 Effective Date: Subject: Information Technology Personnel Policy Supersedes: Previous IT Personnel Policies Approved: 1. Purpose This document describes personnel policies that are specific to IT staff members. City of Kent HR personnel policies are predominant on details that are not addressed on this policy. 2. Scope This policy applies to all IT staff members for whom there are specific department rules not specified in the City of Kent HR Personnel Policy manual. 2.1. Collective Bargaining Agreements Employees covered by collective bargaining agreements or Civil Service Rules will be subject to the specific terms of those agreements and rules. In the event a collective bargaining agreement or the Civil Service Rules do not contain language regarding personnel policies as specified in this document, then those employees will be governed by this policy. 2.2. Authority This policy is written by the Information Technology (IT) Department, under the authority of the IT Director and in compliance with the City’s employment policies, and it supersedes all previous versions of the IT Personnel Policy. The City of Kent Employee policies shall govern all questions concerning the construction, validity and interpretation of this policy. Any exceptions to this policy must be approved in advance by the City IT Director. 2.3. References City of Kent Personnel Policies New IT Employee Cheat Sheet 3. Policy 3.1. Daily Operations 3.1.1. Core Hours Unless covered by collective bargaining agreements, vendor contracts, or otherwise authorized by the IT Director, manager and/or supervisor and documented within a personnel file, all IT department personnel must adhere to core working hours, which are 8:00 AM to 5:00 PM Monday through Friday. If an employee anticipates being more than 15 minutes late for work or absent due to sickness they must notify their manager or supervisor using a previously agreed upon method (text message, call, email). 3.1.2. Flexible Working Hours IT Department employees may request alternative work schedules pursuant to the City’s Personnel Policy 2.16, Alternative Work Schedule. Eligibility is determined by the employee’s direct supervisor, IT management, or Human Resources Director based on the department’s needs and its ability to accommodate the alternative schedule. INFORMATION TECHNOLOGY PERSONNEL POLICY- 2 Exhibit A 3.1.3. Telecommuting A temporary telecommuting schedule accommodation can be put into place with the approval of the IT Director, manager and/or supervisor. Additional time reporting requirements may be instituted to ensure proper accountability. 3.1.4. Overtime Any request for overtime hours/work needs to first be approved by an employee's manager or supervisor. Approval must be sought by the employee and provided by the supervisor or manager in writing (email, captured text message, etc.) prior to the overtime work being performed. Managers, supervisors and employees are expected to keep copies of the "in-writing" approvals of overtime for audit, timekeeping, time-entry, and historical purposes. 3.1.5. Vacation Requests Requests for vacation time need to be approved in advance by an employee's manager or supervisor. Approval must be sought by the employee and provided by the supervisor or manager in the JDE system prior to the vacation being taken. Managers and supervisors are responsible for maintaining adequate levels of service and therefore reserve the right to decline vacation requests if needed. 3.1.6. Holiday Observance Unless otherwise authorized by the IT Manager and/or Director, in the event of an emergency, all departmental staff and contractors are required to observe all City established holidays and closed office notices. 3.2. Supplies and Assets Employees shall be provided with the tools required to perform their job duties as specified on their job description, as well as additional tools at the discretion of the IT Director, manager, or supervisor. 4. Standards 4.1. Performance The IT Department focuses on delivering services to the City. To provide a reliable, high-quality level of service, IT employees may occasionally be assigned with activities beyond those explicitly stated in job descriptions, contracts, or statements of work. Such activities are defined and delegated at the discretion and interpretation of the IT Director, manager, or supervisor. 4.2. Calendar Usage All IT employees must grant read-only access to their Outlook calendars to all IT divisions. This allows other users to optimally plan out their meetings, improves communication and efficiency, and saves time by eliminating the time spent going back-and-forth with them trying to pick the perfect date and time. Any appointments that contain sensitive or personal information can be marked as “private” by the user. 5. Revision History Date Revision # Supersedes Summary of Changes 11/29/2018 1.0 -Initial creation 1/28/2019 1.1 1.0 Added Collective Bargaining Agreements paragraph 5/16/2019 1.2 1.1 Approved by IT Management Team INFORMATION TECHNOLOGY PERSONNEL POLICY- 3 Exhibit A 6. Inquiries Direct inquiries about this policy to: Information Technology Department City of Kent 220 Fourth Ave S Kent, WA 98032 Voice: 253-856-4601 E-mail: ServiceDesk@kentwa.gov http://servicedesk/ EXHIBIT B INSURANCE REQUIREMENTS FOR CONSULTANT SERVICES AGREEMENTS Insurance The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, their agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance Consultant shall obtain insurance of the types described below: 1. Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01. The City shall be included as an Additional Insured under the Consultant’s Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional insured endorsement CG 20 10 11 85 or a substitute endorsement providing equivalent coverage. 2. Workers’ Compensation coverage as required by the Industrial Insurance laws of the State of Washington. B. Minimum Amounts of Insurance Consultant shall maintain the following insurance limits: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per occurrence. 2. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability insurance: 1. The Consultant’s insurance coverage shall be primary insurance as respect the City. Any Insurance, self- insurance, or insurance pool coverage maintained by the City shall be excess of the Consultant’s insurance and shall not contribute with it. 2. The Consultant agrees to provide at least 30 days’ notice to the City in the event Consultant’s insurance coverage is being cancelled or substantially modified (e.g., a new carrier). 3. The City of Kent shall be included as an additional insured on all policies (except Professional Liability) as respects work performed by or on behalf of the Consultant and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all required insurance policies. The Consultant’s Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer’s liability. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. E. Verification of Coverage Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Consultant before commencement of the work. F. Subcontractors Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for the Consultant. / ACOR" CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 12/28/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Altus Partners, Inc. 201 King of Prussia Road STE100 Radnor PA 19087 CONTACT NAME: Certificates PHONE FAX AIC No Ext : 610-526-9130 AIC No): 610-526-2021 ADDRESS: altus@altuspartners.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: ACE American Insurance Company 22667 License#: 57081 INSURED CERTTEK-01 TEKsystems, Inc 7437 Race Road INSURER B : ACE Property and Cas Ins Co 20699 INSURER C : Indemnity Ins Co of N Am 43575 INSURERD: Federal Insurance Company 20281 Hanover MD 21076 INSURER E: ACE FIRE UNDERWRITERS INS CO 20702 INSURER F COVERAGES CERTIFICATE NUMBER: 1407417829 REVISION NUMBER: 22-23 Sid + P/F THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER EFF MM DDPOLICYYYYY Y EXP MM DDYYYY LIMITS A X COMMERCIAL GENERAL LIABILITY G4730801A 11/30/2022 11/30/2023 EACH OCCURRENCE $3,000,000 F —V� CLAIMS -MADE OCCUR DAMAGE TO TED (E. occurrence) PREMISESlccurrrence)$ 3,000,000 X MED EXP (Any one person) $ $1,000,000 SIR PERSONAL & ADV INJURY $ 3,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $3,000,000 POLICY ❑ PRO ❑ LOC JECT X PRODUCTS - COMP/OP AGG $ 3,000,000 $ OTHER: C A AUTOMOBILE LIABILITY ANY AUTO H10703037 OWNED ( ) H10703098 (HNOA) 11/30/2022 11/30/2022 11/30/2023 11/30/2023 COMBINED SINGLE LIMIT Ea accident $1,000,000 BODILY INJURY (Per person) $ X OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ NON -OWNED X HIRED IX AUTOS ONLY AUTOS ONLY B X UMBRELLALIAB OCCUR G27926691008 11/30/2022 11/30/2023 EACH OCCURRENCE $15,000,000 AGGREGATE $ 15,000,000 EXCESS LIAB CLAIMS -MADE DED X RETENTION $ $ D A E WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANYPROPRIETOR/PARTNER/EXECUTIVE C7030708A(AOS) C70307121 (CA & MA) C70307005 (WI) 11/30/2022 11 /30/2022 11/30/2022 11/30/2023 11 /30/2023 11/30/2023 X STATUTE �RH E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N/A E.L. DISEASE - EA EMPLOYEE $ 1,000,000 (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 A Professional Liability/Cyber G71085193 002 11/30/2022 11/30/2023 ($5M SIR) $5M per cl $5,000,000 Agg D Fidelity (3rd Party) 8221-4266 11/30/2022 11/30/2023 �$5:000�000 $5000000 Per Occurrence Aggregate DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) This certificate is issued as evidence of insurance, subject to the policy terms, conditions and exclusions, including the following provisions: This certificate is issued as evidence of insurance, subject to the policy terms, conditions and exclusions, including the following provisions: -The General, Auto and Excess Liability policies provide Additional Insured status, apply on a Primary and Non -Contributory basis, and includes a Waiver of Subrogation if required by the Certificate Holder per a written contract executed prior to the date of loss. -The Workers' Compensation policy includes a Waiver of Subrogation and provides Alternate Employer statusif required by the Certificate Holder per a written contract executed prior to the date of loss where permissible. -Producer will endeavor to send written notice to the Certificate Holder 30 days prior to cancellation of any policy listed above. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Kent 220 Fourth Avenue South AUTHORIZED REPRESENTATIVE Kent WA 98032 ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ADDITIONAL INSURED — DESIGNATED PERSONS OR ORGANIZATIONS Named Insured Allegis Group, Inc. Endorsement Number 1 Policy Symbol Policy Number Policy Period Effective Date of Endorsement ISA �H10703098 11/30/2022 TO 11/30/2023 Issued By (Name of Insurance Company) ACE American Insurance Company Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM AUTO DEALERS COVERAGE FORM MOTOR CARRIER COVERAGE FORM EXCESS BUSINESS AUTO COVERAGE FORM Additional Insured(s): Any person or organization whom you have OR ORGANIZATIONS agreed to include as an additional insured under a written contract, provided such contract was executed prior to the date of loss. A. For a covered "auto," Who Is Insured is amended to include as an "insured," the persons or organizations named in this endorsement. However, these persons or organizations are an "insured" only for "bodily injury" or "property damage" resulting from acts or omissions of: 1. You. 2. Any of your "employees" or agents. 3. Any person operating a covered "auto" with permission from you, any of your "employees" or agents. B. The persons or organizations named in this endorsement are not liable for payment of your premium. Authorized Representative DA-91-174c (03/16) Page 1 of 1 NON-CONTRIBUTORY ENDORSEMENT FOR ADDITIONAL INSUREDS Named Insured Allegls Group, Inc. Endorsement Number 1 Policy Symbol Policy Number Policy Period Effective Date of Endorsement CAL �H10703037 11 /30/2022 To 11 /30/2023 Issued By (Name of Insurance Company) Indemnity Insurance Co of North America Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM AUTO DEALERS COVERAGE FORM Schedule Organization Additional Insured Endorsement Any additional insured with whom you have agreed to provide such non- contributory insurance, pursuant to and as required under a written contract executed prior to the date of loss. (If no information is filled in, the schedule shall read: `All persons or entities added as additional insureds through an endorsement with the term `Additional Insured" in the title) For organizations that are listed in the Schedule above that are also an Additional Insured under an endorsement attached to this policy, the following is added to the Other Insurance Condition under General Conditions: If other insurance is available to an insured we cover under any of the endorsements listed or described above (the "Additional Insured") for a loss we cover under this policy, this insurance will apply to such loss on a primary basis and we will not seek contribution from the other insurance available to the Additional Insured. Authorized Representative,,/ DA-21886b (06/14) Page 1 of 1 ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION Named Insured Endorsement Number Allegis Group, Inc. 1 Policy Symbol Policy Number Policy Period Effective Date of Endorsement XSL G4730801 A 11 /30/2022 to 11 /30/2023 Issued By (Name of Insurance Company) ACE American Insurance Company Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: EXCESS COMMERCIAL GENERAL LIABILITY POLICY SCHEDULE Name of Person or Organization: Any person or organization whom you have agreed to include as an additional insured under a written contract, provided such contract was executed prior to the date of loss. A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance And Retained Limit: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. Authorized Representative XS-6W25b (04/13) Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 1 EXHIBIT C Job Arrangement Letter Date CONTACT NAME Job Order Number: Job Order # COMPANY NAME STREET ADDRESS 1 STREET ADDRESS 2 OR CITY, ST ZIP CITY, ST ZIP OR SPACE IF NOT REQUIRED Dear Contact First Name, Thank you for selecting TEKsystems Inc. to meet your staffing needs. Candidate Name is scheduled to start with Company Name as a Functional Role on _______________. As agreed, we will invoice your firm at the rate of $______ per hour. If applicable, overtime will be billed at 1.50 times such rate. Federal law defines overtime as hours in excess of 40 hours per week, state laws may vary. Applicable sales and service taxes shall be added to all invoices. Our professional will submit either a time sheet or an electronic time record for verification and approval at the end of each week. Your approval thereby will indicate your acceptance of the terms herein. Our accounting and operational procedures require you receive this document. This standard document will be sent with each Job Order you place with xxx. We acknowledge that xxx and TEKsystems, Inc. have a signed agreement. The terms of the signed agreement, along with the terms of this letter, shall govern the services provided by such employee or consultant at TEKsystems, Inc. Please do not hesitate to contact us if you have any questions or we can be of additional service. We look forward to working with you. Sincerely, xxx Street Address 1 Street Address 2 or City, St Zip City, ST Zip or Space if not Required (800) 111-2222