MASTER SERVICES AGREEMENT
for the
Indiana Public Employees’ Retirement Fund and
the Indiana State Teachers’ Retirement Fund
This Master Services Agreement (this “Agreement”), dated the
day of
, 20
(the “Effective Date”), is made by and between GuideSoft, Inc. dba Knowledge Services, with an address
of 5875 Castle Creek Parkway, Suite 400, Indianapolis, IN 46250, (“Knowledge Services”) and
with an address of
(“Vendor”).
WHEREAS, Knowledge Services desires to engage Vendor to provide information technology
staffing services as described herein on behalf of Indiana Public Employees’ Retirement Fund and the
Indiana State Teachers’ Retirement Fund (collectively referred to as the "Funds" and each as a “Fund”);
WHEREAS, Vendor desires to undertake such work;
WHEREAS, the parties mutually desire to set forth the terms and conditions under which such
services shall be provided;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, Knowledge Services and Vendor agree as follows:
1.
Services. Vendor agrees to provide certain temporary staffing services (“Services”) as
specifically set forth in the dotStaff™ vendor management system software (“dotStaff”), and
pursuant to the terms and conditions of this Agreement. By executing this Agreement, Vendor
represents that it has the requisite expertise to satisfactorily perform the staffing services as
described in this Agreement.
2.
License; Ownership of Time-Keeping System. For the Term (as defined below), Knowledge
Services hereby grants to Vendor a non-exclusive, non-transferable, non-assignable worldwide,
license to access and use the software hosted on the dotStaff™ website, located at
www.dotstaff.com, in conjunction with the terms of the dotStaff™ Vendor Agreement, which is
attached as Exhibit A, and shall be incorporated into this Agreement. Vendor shall execute this
dotStaff™ Vendor Agreement prior to commencing services under this Agreement.
3.
Pricing and Payments
(a)
(b)
(c)
Compensation for Services shall be contingent upon the actual performance of Services by
the Vendor, and shall not exceed the rates listed in the dotStaff™ system.
Vendor shall enter time or units for Services weekly in the dotStaff™ system, for approval by
the Funds. The Funds shall receive weekly invoices for approved time from Knowledge
Services and generated from the dotStaff™ system. The fee owed to Knowledge Services is
one point eight seven percent (1.87%) of the invoice amount due to Vendor by the Funds,
excluding reimbursable expenses. Knowledge Services shall make payments to Vendor
within ten (10) business days from receipt of payment from the Funds (excluding national
bank holidays), after deducting the dotStaff™ fee.
It is Vendor’s sole responsibility to enter expenses, if applicable and pre-approved, in the
dotStaff™ system prior to invoicing. Payments shall be made to Vendor in accordance with
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(d)
(e)
(f)
the terms of the dotStaff™ Vendor Agreement (attached as Exhibit A). Vendor shall not
submit invoices directly to, nor seek payment directly, from the Funds.
Vendor shall notify Knowledge Services of any payment discrepancies within sixty (60) days
of its receipt of payment from Knowledge Services for such services. Payment discrepancies
not brought to the attention of Knowledge Services within such sixty (60) day period are
deemed waived by Vendor, with the exception of payment claims involving fraud or
overpayment to Vendor. Knowledge Services is not responsible for errors or omissions
made by Vendor, and will not retroactively modify time entries or invoices to correct Vendor
errors or omissions outside of the time period defined above. Knowledge Services reserves
the right to modify its accounting policies from time to time.
Knowledge Services and the Funds shall in good faith perform their obligations hereunder,
and do not agree to pay any penalties, liquidated damages, interest, or attorney's fees,
except as required by Indiana law. All payment obligations are subject to the encumbrance
of monies and shall be made in arrears in accordance with Indiana law and the Funds’ fiscal
policies and procedures.
Knowledge Services shall only pay Vendor upon the receipt of payment from the Funds.
Payment by the Funds is a condition precedent to Knowledge Services’ obligation to pay
Vendor. In the event that the Funds withholds payment with respect to a Resource for any
reason, Knowledge Services shall have no obligation to pay Vendor unless and until
Knowledge Services is first paid by the Funds. Knowledge Services’ sole obligation shall be
to exercise commercially reasonable efforts to collect payment from the Funds. If collection
efforts fail, Knowledge Services may assign the receivable to Vendor before seeking formal
legal action against the Funds. If for any reason the Funds refuses or fails to make payment
to Knowledge Services for services rendered, Knowledge Services shall not be liable to make
payment to the Vendor, and the Vendor shall not be liable to pay the related fee to
Knowledge Services. Vendor bears the risk of the Funds’ non-payment, regardless of cause,
including but not limited to, the Funds’ financial failure, bankruptcy, reorganization or other
financial difficulty. In the event of the Funds’ said non-payment, Vendor will be paid a pro
rata share of the amount actually recovered from the Funds after deducting Knowledge
Services’ actual costs of recovery including attorneys’ fees. No other fees, expenses, or
benefits of any kind shall be paid by Knowledge Services or made available to Vendor unless
expressly authorized and agreed to by Knowledge Services.
4.
Access to Records. Vendor and its subcontractors, if any, shall maintain all books, documents,
papers, accounting records, and other evidence pertaining to the cost incurred, and shall make
such materials available at their respective offices at all reasonable times during the Agreement
period and for seven (7) years from the date of final payment under this Agreement for
inspection by either of the Funds, or by any other authorized representative of the Funds, and
copies thereof shall be furnished at no cost to the Funds if requested.
5.
Independent Contractor. Both Parties hereto, in the performance of this Agreement, will be
acting in an individual capacity and not as agents, employees, partners, joint venturers, or
associates of one another or of the Funds. The employees or agents of one party shall not be
deemed or construed to be the employees or agents of the other party or the Funds for any
purposes whatsoever. Neither party will assume any liability for any injury (including death) to
any persons, or any damage to any property arising out of the acts or omissions of the agents,
employees or subcontractors of the other party or the Funds. Vendor shall be responsible for
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providing all necessary unemployment and worker's compensation insurance for Vendor's
employees.
6.
Assignment. Vendor shall not assign or subcontract the whole or any part of this Agreement
without Knowledge Services and the Fund's prior written consent, except that the Vendor may
assign its right to receive payments to such third parties as the Vendor may desire without the
prior written consent of Knowledge Services or the Funds, provided that Vendor gives written
notice (including evidence of such assignment) to Knowledge Services thirty (30) days in advance
of any payment so assigned. Assignment shall cover all unpaid amounts under this Agreement
and shall not be made to more than one party.
7.
Successors and Assignees. The Vendor binds his successors, executors, administrators, and
assignees to all covenants of this Agreement. Except as above set forth, the Vendor shall not
assign, sublet, or transfer interest in this Agreement without the prior written consent of the
Funds.
8.
Audit and Audit Settlement. The Vendor acknowledges that it may be required to submit to an
audit of funds paid through this Agreement. Any such audit shall be conducted in accordance
with IC § 5-11-1, et seq. and audit guidelines specified by the Funds. If an error is discovered as
a result of an audit performed by Vendor or the Funds, or if Vendor becomes aware of any error
through any other means, Vendor shall use its best efforts to promptly correct such error or to
cause the appropriate party to correct such error.
9.
Changes in Work. In the event the Funds require a change in scope, character, or complexity of
the work after the work has progressed, adjustments in compensation, if any, due to these
changes will be mutually agreed upon by Vendor and the Funds, and the Vendor shall not
commence any additional work or change the scope of work until authorized in writing by the
Funds. No claim for additional compensation shall be made in the absence of a prior written
approval executed by all signatories hereto.
10.
Confidentiality of Fund Information. Vendor understands and agrees that data, materials, and
information disclosed to Vendor contain confidential and protected data; therefore, Vendor
promises and assures that data, material, and information gathered, based upon, or disclosed to
Vendor for the purpose of this Agreement, will be treated as confidential and will not be
disclosed to others or discussed with other parties without the prior written consent of the
Funds.
The Parties acknowledge that the services to be performed by Vendor for the Funds under this
Agreement may require or allow access to data, materials, and information containing Social
Security numbers or other personal information maintained by the Funds in its computer system
or other records. Pursuant to 10 IAC 5-3-1(4), Vendor and the Funds agree to comply with the
provisions of IC § 4-1-10 and IC § 4-1-11. If any Social Security number(s) or personal
information (as defined in IC § 4-1-11-3) is/are disclosed by Vendor, Vendor agrees to pay the
cost of the notice of disclosure of a breach of the security of the system in addition to any other
claim and expenses for which it is liable under the terms of this Agreement.
11.
Property Rights in Products, and Copyright Prohibition. The Vendor agrees that all information,
data, findings, recommendations, proposals, etc., by whatever name described and by whatever
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form therein, secured, developed, written, or produced by the Vendor in furtherance of this
Agreement shall be the property of the Funds, and the Vendor shall take such action as is
necessary under law to preserve such property rights in and of the Funds while such property is
within the control and/or custody of the Vendor. By this Agreement, the Vendor specifically
waives and/or releases to the Funds any cognizable property right of the Vendor to copyright,
license, patent, or otherwise use such information, data, findings, recommendations, proposals,
etc.
12.
Ownership of Documents and Materials. All documents, records, programs, data, film, tape,
articles, memos, and other materials developed under this Agreement shall be considered
“work for hire,” and the Vendor transfers any ownership claim to the Funds and all such matters
will be the property of the Funds. Use of these materials, other than related to Agreement
performance by the Vendor, without the prior written consent of the Funds, is prohibited.
During the performance of the services specified herein, the Vendor shall be responsible for any
loss or damage to these materials developed for or supplied by the Funds and used to develop
or assist in the services provided herein while they are in the possession of the Vendor, and any
loss or damage thereto shall be restored at the Vendor's expense. Full, immediate, and
unrestricted access to the work product of the Vendor during the term of this Agreement shall
be available to the Funds.
13.
Debarment and Suspension. The Vendor certifies by entering into this Agreement that neither
it nor its principals nor any of its subcontractors are presently debarred, suspended, proposed
for debarment, declared ineligible or voluntarily excluded from entering into this Agreement by
any federal agency or by any department, agency or political subdivision of the Funds. The term
“principal” for purposes of this Agreement means an officer, director, owner, partner, key
employee or other person with primary management or supervisory responsibilities, or a person
who has a critical influence on or substantive control over the operations of the Vendor.
The Vendor certifies that it has verified the state and federal suspension and debarment status
for all subcontractors receiving funds under this Agreement and shall be solely responsible for
any recoupment, penalties or costs that might arise from use of a suspended or debarred
subcontractor. The Vendor shall immediately notify Knowledge Services and the Funds if any
subcontractor becomes debarred or suspended, and shall, at Knowledge Services or the Fund’s
request, take all steps required to terminate its contractual relationship with the subcontractor
for work to be performed under this Agreement.
14.
Disputes. Should any disputes arise with respect to this Agreement, the Vendor and Knowledge
Services agree to act immediately to resolve any such disputes. Time is of the essence in the
resolution of disputes.
The Vendor agrees that, the existence of a dispute notwithstanding, it will continue without
delay to carry out all its responsibilities under this Agreement which are not affected by the
dispute. Should the Vendor fail to continue without delay to perform its responsibilities under
this Agreement in the accomplishment of all non-disputed work, any additional costs incurred
by the Vendor or the Funds as a result of such failure to proceed shall be borne by the Vendor,
and the Vendor shall make no claim against the Funds for such costs.
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The Funds may withhold payments on disputed items pending resolution of the dispute. The
unintentional nonpayment by the Funds to Knowledge Services on behalf of the Vendor of one
or more invoices not in dispute in accordance with the terms of this Agreement will not be cause
for Vendor to terminate this Agreement. This section shall not be construed to limit the right of
either party to terminate the Agreement pursuant to the terms of the "Termination" section of
the Agreement.
15.
Drug Free Workplace. As required by Governor’s Executive Order No. 90-5 dated April 12,
1990, Vendor covenants and agrees to make a good faith effort to provide and maintain a drugfree workplace. Vendor will give written notice to Knowledge Services and the Funds within ten
(10) days after receiving actual notice that Vendor or an employee of Vendor working on behalf
of the Funds has been convicted of a criminal drug violation occurring in the workplace. False
certification or violation of this certification may result in sanctions including, but not limited to,
suspension of contract payments, or termination of this Agreement.
16.
Drug Free Workplace Certification (Employees Performing Service in Indiana). This
certification is required by Executive Order No. 90 5, April 12, 1990, issued by the Governor of
Indiana. No award of a contract shall be made, and no contract, purchase order or agreement,
the total amount of which exceeds $25,000, shall be valid unless and until this certification has
been fully executed by the Vendor and made a part of the contract or agreement as part of the
contract documents. False certification or violation of the certification may result in sanctions
including, but not limited to, suspension of contract payments, or termination of the contract or
agreement.
The Vendor certifies and agrees that it will provide a drug-free workplace by:
A. Publishing and providing to all of its employees a statement notifying employees
performing services in the state of Indiana that the unlawful manufacture, distribution,
dispensing, possession or use of a controlled substance is prohibited in the Vendor’s
workplace, and specifying the actions that will be taken against employees performing
services in the state of Indiana for violations of such prohibition;
B. Establishing a drug-free awareness program to inform its employees performing
services in the state of Indiana of (1) the dangers of drug abuse in the workplace; (2) the
Vendor’s policy of maintaining a drug-free workplace; (3) any available drug counseling,
rehabilitation and employee assistance programs; and (4) the penalties that may be
imposed upon an employee performing services in the state of Indiana for drug abuse
violations occurring in the workplace;
C. Notifying all employees performing services in the state of Indiana in the statement
required by subparagraph (a) above that as a condition of continued employment, the
employee performing services in the state of Indiana will (1) abide by the terms of the
statement; and (2) notify the Vendor of any criminal drug statute conviction for a
violation occurring in the workplace no later than five (5) days after such conviction;
D. Notifying the Funds in writing within ten (10) days after receiving notice from an
employee performing services in the state of Indiana under subdivision (c)(2) above, or
otherwise receiving actual notice of such conviction;
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E. Within thirty (30) days after receiving notice under subdivision (c)(2) above of a
conviction, imposing the following sanctions or remedial measures on any employee
performing services in the state of Indiana who is convicted of drug abuse violations
occurring in the workplace: (1) taking appropriate personnel action against the
employee performing services in the state of Indiana, up to and including termination;
or (2) requiring such employee performing services in the state of Indiana to
satisfactorily participate in a drug abuse assistance or rehabilitation program approved
for such purposes by a federal, state or local health, law enforcement, or other
appropriate agency; and
F. Making a good faith effort to maintain a drug-free workplace through the
implementation of subparagraphs (a) through (e) above.
17.
Force Majeure; Suspension and Termination. In the event that either party is unable to
perform any of its obligations under this Agreement or to enjoy any of its benefits because of (or
if failure to perform the services is caused by) natural disaster, actions or decrees of
governmental bodies, or communication line failure not the fault of the affected party
(hereinafter referred to as a "Force Majeure Event"), the party who has been so affected shall
immediately give notice to the other party and shall do everything possible to resume
performance.
18.
Governing Laws. This Agreement shall be construed in accordance with and governed by the
laws of the State of Indiana and suit, if any, must be brought in the State of Indiana.
19.
Compliance with Laws. The Vendor agrees to comply with all applicable federal, state, and
local laws, rules, regulations or ordinances, and all provisions required thereby to be included
herein are hereby incorporated by reference. The enactment of any state or federal statute or
the promulgation of regulations thereunder after execution of this Agreement shall be reviewed
by Knowledge Services, the Funds and the Vendor to determine whether any provisions of this
Agreement require formal amendment. Vendor affirms that, if it is an entity described in IC Title
23, it is properly registered and owes no outstanding reports to the Indiana Secretary of State.
20.
Indemnification. Vendor agrees to indemnify, defend, and hold harmless Knowledge Services
and the Funds, its agents, officers, and employees from all claims and suits including court costs,
attorney's fees, and other expenses arising from or related to any act of bad faith, negligence,
intentional or willful misconduct, breach of fiduciary duty, or any other negligent act or omission
of Vendor and/or its agents, if any, in the performance of this Agreement. Neither Knowledge
Services nor the Funds shall provide such indemnification to Vendor.
21.
Information Technology Enterprise Architecture Requirements. If the Vendor provides any
information technology related products or services to the Funds, the Vendor shall comply with
all IOT standards, policies and guidelines, which are online at http://www.in.gov/iot/2394.htm.
The Vendor specifically agrees that all hardware, software and services provided to or
purchased by the Funds shall be compatible with the principles and goals contained in the
electronic and information technology accessibility standards adopted under Section 508 of the
Federal Rehabilitation Act of 1973 (29 U.S.C. 794d) and IC § 4-13.1-3. Any deviation from these
architecture requirements must be approved in writing by IOT and the Funds in advance.
Knowledge Services may terminate this Agreement for default if the Vendor fails to cure a
breach of this provision within a reasonable time.
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22.
Insurance. Without limiting the indemnification obligations provided in this Agreement, for the
duration of this Agreement, Vendor shall provide and maintain, at its own expense, the
following insurance policies:
A.
Commercial general liability, including contractual coverage, and products or completed
operations coverage (if applicable), with minimum liability limits of $700,000 USD per
person and $5,000,000 USD per occurrence unless additional coverage is required by the
Funds. Knowledge Services and each Fund is to be named as additional insureds on a
primary, non-contributory basis for any liability arising directly or indirectly under or in
connection with this Agreement.
B.
Automobile liability with minimum liability limits of $700,000 per person and $5,000,000
per occurrence. Knowledge Services and each Fund are to be named as additional
insureds on a primary, non-contributory basis.
23.
Licensing Standards. The Vendor and its employees and subcontractors shall comply with all
applicable licensing standards, certification standards, accrediting standards and any other laws,
rules or regulations governing services to be provided by the Vendor pursuant to this
Agreement. Neither Knowledge Services nor the Funds shall be required to pay the Vendor for
any services performed when the Vendor, its employees or subcontractors are not in
compliance with such applicable standards, laws, rules or regulations. If licensure, certification
or accreditation expires or is revoked, or if disciplinary action is taken against the applicable
licensure, certification or accreditation, the Vendor shall notify Knowledge Services and the
Funds immediately and Knowledge Services or the Funds, at their option, may immediately
terminate this Agreement.
24.
Merger & Modification. This Agreement constitutes the entire agreement between the Parties.
No understandings, agreements, or representations, oral or written, not specified within this
Agreement will be valid provisions of this Agreement. This Agreement may not be modified,
supplemented or amended, in any manner, except by written agreement signed by the parties.
25.
Nondiscrimination. Pursuant to IC § 22 9 1 10 and the Civil Rights Act of 1964, Vendor and its
subcontractors, if any, shall not discriminate against any employee or applicant for employment,
to be employed in the performance of this Agreement, with respect to the hire, tenure, terms,
conditions or privileges of employment or any matter directly or indirectly related to
employment, because of his race, color, religion, sex, disability, national origin or ancestry.
Breach of this covenant may be regarded as a material breach of contract. Acceptance of this
Agreement also signifies compliance with applicable federal laws, regulations, and executive
orders prohibiting discrimination in the provision of services based on race, color, national
origin, age, sex, disability or status as a veteran.
26.
Funding Cancellation. If the Board of Trustees (“Board”) makes a written determination that
funds are not appropriated or otherwise available to support continuation of performance of
this Agreement, this Agreement shall be canceled. A determination by the Board that funds are
not appropriated or otherwise available to support continuation of performance shall be final
and conclusive.
27.
Condition of Payment. All Services provided by the Vendor under this Agreement must be
performed to the Fund’s reasonable satisfaction, as determined at the discretion of the Funds
and in accordance with all applicable federal, state, local laws, ordinances, rules and regulations.
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Neither Knowledge Services nor the Funds shall be required to pay for work found to be
unsatisfactory, inconsistent with this Agreement or performed in violation of any federal, state
or local statute, ordinance, rule or regulation.
28.
Penalties/Interest/Attorney's Fees. The Funds will in good faith perform its required
obligations hereunder and neither Knowledge Services or the Funds shall pay any penalties,
liquidated damages, interest, or attorney's fees, except as required by Indiana law.
29.
Progress Reports. –The Vendor shall submit reports to the Funds upon request. The reports
shall be written and in a form agreed to between the Funds and Vendor. At Knowledge Services
or the Fund's request and at mutually agreed upon times, Vendor shall meet with Knowledge
Services and the Funds to review Vendor's performance. Vendor shall be available to answer
questions by Knowledge Services and the Funds staff and Board members from time to time as
needed without additional charge.
30.
Severability. The invalidity of any section, subsection, clause or provision of this Agreement
shall not affect the validity of the remaining sections, subsections, clauses or provisions of this
Agreement.
31.
Substantial Performance. This Agreement shall be deemed to be substantially performed only
when fully performed according to its terms and conditions and any written amendments or
supplements.
32.
Taxes. The Funds is exempt from federal, state, and local taxes. Neither Knowledge Services or
the Funds will be responsible for any taxes levied on the Vendor as a result of this Agreement.
33.
Termination. Notwithstanding anything to the contrary, this Agreement may be terminated by
Knowledge Services, in whole or in part, for any reason, by delivery of a notice of termination at
least thirty (30) days prior to the termination effective date, specifying the extent to which
performance of services under such termination becomes effective. The Vendor shall be
compensated for Services rendered prior to the effective date of termination. Neither
Knowledge Services nor the Funds will be liable for Services performed after termination. In no
event shall termination of the Agreement under this section be deemed a waiver of the Fund's
right to make a claim against Vendor for damages resulting from any default by Vendor which
occurred prior to the termination effective date. Additionally, the Funds may terminate
Vendor’s Services immediately in the event that the Fund, in its sole discretion, considers such
action necessary to protect the plan or assets in their respective trusts.
In the event of any termination of this Agreement, all terms and conditions herein shall continue
to apply through the termination effective date and through any period following such date
during which Vendor shall continue to perform the services required under this Agreement, in
order to complete any transactions pending on the termination effective date and to facilitate
an orderly transition to a successor Vendor ("Transition Period"). Such Transition Period shall
not exceed thirty (30) days after the termination effective date. If this Agreement is terminated,
and unless otherwise expressly directed by Funds, Vendor shall take all necessary steps to stop
services under this Agreement on the termination effective date.
Upon any termination of this Agreement and only to the extent directed by the Funds, Vendor
shall continue to participate as a Vendor in the program at the then existing compensation level
for the duration of the Transition Period. After the additional services have been performed, and
the Transition Period is completed, Vendor may seek compensation for the Transition Period at
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its then existing compensation level. Vendor shall cooperate with the Funds in good faith to
secure a smooth and orderly transfer of such services and all applicable records by the
termination effective date. Upon termination of this Agreement, Vendor shall retain all Funds
records in accordance with the record retention provisions set forth in the Access to Records
section of this Agreement.
34.
Travel and Expenses. Except as specified below, neither Knowledge Services nor the Funds
shall be responsible for any travel, living, or out-of-pocket expenses of any kind incurred by
Vendor in the performance of any services under this Agreement. All such expenses are the sole
responsibility of the Vendor. Any hours worked shall not include hours or time spent traveling
to and from the assigned Funds office. Despite the foregoing, the Funds may reimburse Vendor
solely for the travel, living, or out-of-pocket expenses incurred by Vendor's employees in
traveling from the Fund’s assigned office to branch or remote offices provided that:
1. The Funds will only reimburse such pre-approved (in writing), actual expenses up
at the current rate paid by the Funds and in accordance with the Funds’ Travel
Policies and Procedures.
2. In order to receive reimbursement for pre-approved expenses, Vendor must
submit an itemized list of actual expenses in dotStaff™, and copies of receipts
matching the claimed expenses.
3. Failure to submit itemized expenses and matching receipts will result in
nonpayment for expenses.
35.
Work Standards. The Vendor agrees to execute its responsibilities by following and applying at
all times the highest professional and technical guidelines and standards. If the Funds become
dissatisfied with the work product or the working relationship with those individuals assigned to
work on this Agreement, the Funds may request in writing the replacement of any or all such
individuals.
36.
Background Investigations. Vendor shall conduct a background check, at its sole cost, of any
Resource who has been or will be given access unsupervised by the Funds to any confidential
materials, personal information, office, room, or floor space occupied by the Funds, prior to a
Resource’s assignment. In order to ensure compliance, all Vendors are required to use Trak-1
to conduct pre-employment screening for candidates prior to assignment. Use of Trak-1
technology allows Client to confirm that all pre-employment screening is completed, and to
retain a record that the requirements have been met. Knowledge Services will provide Vendor
with Trak-1 registration information. Existing, or “on-boarded,” Resources are exempt from
such requirements. Any such Resource will have passed such background check including for
verification of, but not necessarily limited to:
a. Social security trace – verification of social security number;
b. Criminal history, including a criminal history check for applicable states and counties of
residence for the past seven (7) years;
c. Credit check;
d. Prior employment verification;
e. E-verify check;
f. High school diploma/GED verification;
g. A Department of Revenue tax liability check.
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Reasons or determining that a Resource did not satisfactorily pass the background check include,
but are not limited to limited to the below guidelines. Any exceptions to the below guidelines must
be approved by Knowledge Services and the Fund’s Director of Human Resources.
1. Discovery that the candidate provided false or inaccurate information on his or her
application, resume, or during the employment interview.
2. Inability to verify previous employment.
3. Repeated unfavorable, job-related, performance references by former employers.
4. The conviction of any crime involving theft, veracity, truthfulness, conversion of
property, fraud, identity theft, violence, or any non-motor vehicle traffic related felony.
5. A pattern of financial instability, payroll garnishments, or creditor judgments against the
applicant.
37.
Waiver of Rights. No right conferred on either party under this Agreement shall be deemed
waived and no breach of this Agreement excused, unless such waiver or excuse shall be in
writing and signed by the party claimed to have waived such right.
38.
Investigations and Complaints. To the extent permitted by applicable law, Vendor shall
promptly advise Knowledge Services in writing of any extraordinary investigation,
examination, complaint, disciplinary action or other proceeding relating to or affecting
Vendor's ability to perform its duties under this Agreement which is commenced by any of
the following: (1) any Attorney General or any regulatory agency of any state of the United
Funds; (2) any U.S. Government department or agency; or (3) any governmental agency
regulating business in any country in which Vendor is doing business. Except as otherwise
required by law, Knowledge Services and the Funds shall maintain the confidentiality of all
such information until investigating entity makes the information public.
39.
Ethics Requirement. The Vendor and its agents shall abide by all ethical requirements that
apply to persons who have a business relationship with the Funds, as set forth in Indiana
Code IC § 4-2-6 et seq., the regulations promulgated thereunder, and Executive Orders 04-08
and 05-12, dated April 27, 2004 and January 10, 2005, respectively. If the Vendor is not
familiar with these ethical requirements, the Vendor should refer any questions to the
Indiana State Ethics Commission, or visit the Indiana State Ethics Commission website at
http://www.in.gov/ig/. If the Vendor or its agents violate any applicable ethical standards,
Knowledge Services may, at the direction of the Funds, terminate this Agreement
immediately upon notice to the Vendor. In addition, the Vendor may be subject to penalties
under Indiana Code IC § 4-2-6-12.
40.
Authority to Bind. Notwithstanding anything in this Agreement to the contrary, the signatory
for the Vendor represents that he/she has been duly authorized to execute agreements on its
behalf.
41.
Compliance with Telephone Privacy.
As required by IC § 5-22-3-7, the Vendor and any principals of the Vendor certify that:
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A. Vendor, except for de minimis and nonsystematic violations, has not
violated the terms of any code section listed below in the previous three
hundred sixty-five (365) days:
i.
IC § 24-4.7 [Telephone Solicitation Of Consumers];
ii. IC § 24-5-12 [Telephone Solicitations], or
iii. IC § 24-5-14 [Regulation of Automatic Dialing Machines].
B. Vendor will not violate the terms of IC § 24-4.7 for the duration of the
Agreement, even if IC § 24-4.7 is preempted by federal law.
42. Non-Collusion and Acceptance. The undersigned attests under penalties of perjury that he is the
contracting party, or that he is the representative, agent, member or officer of the contracting
party, that he has not, nor has any other member, employee, representative, agent or officer of
the firm, company, corporation or partnership represented by him, directly or indirectly, to the
best of his knowledge, entered into or offered to enter into any combination, collusion or
agreement to receive or pay, and that he has not received or paid, any sum of money or other
consideration for the execution of this Agreement other than that which appears upon the face
of the agreement.
The parties, having read and with full understanding of the foregoing terms of the Agreement, do by
their respective signatures dated below hereby agree to the terms herein.
GuideSoft, Inc. dba Knowledge Services
By: ___________________________
By:____________________________
Name: _________________________
Name: _________________________
Title: __________________________
Title: ___________________________
IN – PERF TRF
Page 11 of 21
EXHIBIT A
dotStaff™ Vendor Agreement
The dotStaff™ service, owned and operated by dotStaff, LLC, including its affiliates, subsidiaries and agents,
(“dotStaff™”), with its principal place of business located at 5875 Castle Creek Parkway, Suite 450, Indianapolis, IN
46250, is provided to
, (“Vendor”), located at
, under the following terms and conditions (“Agreement”)
which may be amended from time to time.
Vendor agrees to the following terms and conditions:
1.
ELIGIBILITY. Each dotStaff™ Vendor is responsible for providing all equipment necessary to access
the Internet and dotStaff™. dotStaff™, in its sole discretion, may refuse or limit any Vendor’s access to
the dotStaff™ service or website at any time without notice.
2.
VENDOR SERVICES. Upon invitation by the Indiana Public Employees’ Retirement Fund and the
Indiana State Teachers’ Retirement Fund, (“Client”), Vendor may access Client job postings, bid on such
job openings, submit individuals as resource solutions (“Resource”), and make Vendor information
available on dotStaff™.
3.
OBLIGATIONS. By entering into this Agreement, Vendor agrees to the following terms and conditions:
A.
B.
C.
D.
E.
F.
G.
H.
I.
J.
4.
Vendor warrants that it has the full power and authority under all relevant law to enter into
binding agreements for services offered on or through the dotStaff™ system.
Vendor will not disclose information provided through dotStaff™, including but not limited to,
job or project information, pricing, terms and resumes, without prior authorization from said
Client.
Vendor will not interfere with the security of, or otherwise abuse dotStaff™ or any system
resources, accounts, servers or networks connected to or accessible through dotStaff™ or
affiliated or linked websites.
Vendor will not disrupt or interfere with any other Vendor’s enjoyment of the Service or with
associated or linked websites.
Vendor will not upload, transmit or distribute any message, data, information or other material
that may infringe on the intellectual or proprietary rights of any party. Vendor warrants that it
has the lawful right to reproduce and distribute such content.
Vendor will not upload, transmit or distribute any unlawful, libelous, defamatory, obscene,
pornographic, harassing, inflammatory or otherwise objectionable content.
Vendor will not upload, transmit or distribute any content that would be considered illegal,
violative of the rights of any party, or violative of any applicable laws.
Vendor will not knowingly upload, transmit or distribute any viruses or any other disruptive or
destructive files, or attempt to gain unauthorized access to any servers or database systems
controlled by dotStaff™.
Vendor will not use another dotStaff™ user’s account without prior authorization from
dotStaff™, and Vendor will not create or use a false identity on dotStaff™.
Vendor will not upload, transmit or otherwise distribute spam, chain letters, junk mail or other
types of unsolicited mass e-mail to people or entities who do not wish to be part of such
mailings.
DISCLAIMER.
Vendor agrees that it is solely responsible for all actions and communications
undertaken or transmitted under Vendor account. dotStaff™ assumes no responsibility or liability for
any content entered or otherwise transmitted by Vendor, Clients, Resources or any other third parties.
dotStaff™ assumes no liability for any mistakes, defamation, slander, libel, falsehoods, omissions,
obscenity or pornography that Vendor might encounter through the use of this service.
dotStaff™ reserves the right, but does not have the obligation, to remove any content or materials that
it deems objectionable at any time. dotStaff™ may delete Vendor content and/or terminate Vendor
accounts which dotStaff™ believes (1) involve fraudulent or illegal content; (2) are the subject of
complaints regarding conduct or performance; or (3) are the subject of a government complaint or
investigation. dotStaff™ may periodically delete stored resumes and/or other information if it becomes
necessary, or in its own discretion, determines is obsolete.
dotStaff™ reserves the right to perform periodic modifications to dotStaff™, including but not limited to
customary maintenance, bug fixes, and upgrades, as dotStaff™ deems necessary or desirable. Such
modifications do not require prior notification of Vendor, and may involve the temporary interruption of
the dotStaff™ service, for which dotStaff™ expressly disclaims any liability or responsibility. dotStaff™
IN – PERF TRF
Page 12 of 21
will, however, make all reasonable efforts not to disrupt Vendor’s access to the dotStaff™ service for an
unreasonable period of time.
dotStaff™ is not responsible or liable for any representations or warranties as to the price, terms,
conditions, quality or legality of the services offered, or for the ability of Vendors, Resources or Clients to
offer or purchase such services. dotStaff™ expressly disclaims any responsibility for the payment or
collection obligations under agreements between Clients and Vendors, other than as specifically provided
for under this Agreement. dotStaff™ expressly disclaims any liability for the collection or payment of
sales tax.
5.
TERMINATION. This Agreement shall terminate upon thirty (30) days written notice to the other party.
Upon termination of this Agreement, Vendor shall honor all outstanding obligations to dotStaff™, and all
Resources placed through dotStaff™ shall continue to post time in the dotStaff™ system for the duration
of their engagements, projects or employment at the applicable Client site, and dotStaff™ shall continue
to invoice Client on behalf of Vendor, and withhold the dotStaff™ fee based upon the existing
arrangements.
Any Vendors who discontinue the use of dotStaff™ prior to the completion or allowable termination or
expiration of the services contracted through dotStaff™ shall be liable for the full fee as determined by
the price agreed upon during the bidding process by the Client and Vendor, for the estimated duration of
the services. Any Vendors who attempt to circumvent dotStaff™ fees shall be terminated, and dotStaff™
may pursue all available legal and equitable remedies, including attorney fees and court costs.
6.
PRIVACY. dotStaff™ maintains information about Vendors and the fulfillment of services on servers
and/or database systems either used or owned by dotStaff™. This information includes, but is not
limited to, Vendor information, bids, resumes, budget and other information. Vendor agrees that
dotStaff™ may use such information in an anonymous, aggregate form for marketing and promotional
uses only. dotStaff™ will not sell or otherwise distribute Vendor email addresses, financial information,
or any other such information.
dotStaff™ shall exercise all reasonable efforts to maintain and preserve the privacy of Vendors of
dotStaff. dotStaff™ may, however, disclose Vendor account information in the good faith belief that
such action is reasonably necessary to: (1) comply with a legal order; (2) enforce this Agreement; or (3)
protect the rights of dotStaff™.
Vendors are entirely responsible for any and all activities that occur in connection with Vendor accounts
and passwords. Vendor agrees to keep its password(s) confidential, and to notify dotStaff™ promptly if
Vendor has any reason to believe that the security of a Vendor account has been compromised.
7.
WARRANTIES. Vendor warrants that: (1) it has the authority and the right to enter into this
Agreement, to perform services hereunder, and that its obligations hereunder are not in conflict with any
other Vendor obligations; (2) each of its employees or contractors has the proper skill, training and
background necessary to accomplish his or her assigned tasks; (3) all services will be performed in a
competent and professional manner, by qualified personnel and will conform to the requirements
hereunder; (4) the performance of any services by Vendor do not infringe upon or violate the rights of
any third party and Client shall receive free and clear title to all works, materials, information and
deliverables prepared and/or developed in connection with this Agreement.
8.
DISCLAIMER OF WARRANTIES. dotStaff™ makes and Vendor receives NO EXPRESS OR IMPLIED
WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
9.
LIMITATION OF LIABILITY. Vendor hereby releases dotStaff™, its shareholders, parent, subsidiaries,
officers, directors, employees, agents, and affiliates from any and all liability in any way related or
incidental to the performance of Services under this Agreement. Vendor agrees to indemnify, hold
harmless and defend dotStaff™, its shareholders, parent, subsidiaries, affiliates, officers, directors,
subcontractors, agents and employees against all claims, liabilities and damages incurred by any other
Client, Resource, Vendor or third party caused by the negligent or willful action of Vendor.
10.
ASSIGNMENT. Vendor shall not delegate duties of performance or assign, in whole or in part, rights or
obligations under this Agreement without the prior written consent of dotStaff™, and any attempted
delegation or assignment without such written consent shall be of no force or effect.
11.
ENTIRE AGREEMENT. These Terms and Conditions embody the entire agreement and understanding
of the parties, and merge all prior discussions between them, as related to the dotStaff™ service.
IN – PERF TRF
Page 13 of 21
Failure to enforce at any time any of the provisions of this Agreement shall in no way be construed to be
a waiver of such provisions, or to affect the validity of this Agreement.
12.
SEVERABILITY. The provisions of this Agreement are severable, and in the event that one or more
provisions are deemed illegal or unenforceable, the remaining provisions shall remain in full force and
effect.
13.
CHOICE OF LAW. This Agreement shall be interpreted in accordance with and governed by the laws of
the State of Indiana.
dotStaff, LLC
By: ___________________________
By:____________________________
Name: _________________________
Name: _________________________
Title: __________________________
Title: ___________________________
Date: _________________________
Date: __________________________
IN – PERF TRF
Page 14 of 21
EXHIBIT B
Rate Schedule
1. Hourly Rates
*NOTE: THESE RATES REPRESENT MAXIMUM BILL RATES ONLY - HIRING DECISIONS WILL BE MADE
BASED ON COMPETITIVE BIDS FROM VENDORS. IN THE EVENT THAT THERE ARE CLASS TITLES NOT
COVERED IN THIS EXHIBIT, SUCH POSITIONS SHALL BE COMPETITIVELY BID IN DOTSTAFF UNTIL HOURLY
RATE RANGES ARE ESTABLISHED. THE RATES USED FOR BILLING PURPOSES SHALL BE THOSE ACCEPTED
BY THE FUNDS IN THE VMS. THE BILL RATES USED PRIOR TO IMPLEMENTATION OF THE MSP PROGRAM
SHALL BE USED FOR ONBOARDED RESOURCES AND ENTERED INTO THE VMS.
Information Technology Positions
Position Title
Business Analyst - Intermediate
Business Analyst - Senior
Business Intelligence
Data Architect
Developer - Intermediate
Developer - Senior
Java Developer
Oracle DBA
Oracle EBS Consultant
Oracle Functional
PeopleSoft / Financial PM
PeopleSoft Administrator
PeopleSoft Developer Intermediate
PeopleSoft Developer Senior
PeopleSoft Pension Module Analyst
Project Analyst
Project Manager – Intermediate
Project Manager - Senior
Service Desk - Intermediate
Service Desk - Senior
SQL DBA
Systems Administrator - Associate
Systems Administrator - Intermediate
Systems Administrator - Senior
Test Analyst - Intermediate
Test Analyst - Senior
KS Program Market Bill Rate
$56.98
$62.98
$73.00
$79.77
$62.98
$75.58
$77.00
$80.00
$85.00
$70.00
$94.00
$86.00
$75.00
$83.00
$145.00
$45.00
$63.00
$83.97
$35.00
$45.00
$74.00
$50.38
$71.37
$83.97
$51.00
$58.00
IN – PERF/TRF STAFF
Page 15 of 21
Administrative Positions
Position Title
Accountant 1
Accountant 2
Accountant 3
Accountant 4
Accountant 5
Account Clerk 1, Senior
Account Clerk 2, Intermediate
Account Clerk 3, Associate
Administrative Assistant 1, Professional, Expert
Administrative Assistant 2, Professional, Senior
Administrative Assistant 3, Professional, Intermediate
Clerical Assistant 1
Clerical Assistant 2
Clerical, Senior
Clerical, Intermediate
Legal Assistant
Word Processor, Clerical, Senior
Word Processor, Clerical, Intermediate
Receptionist
Call Center, Senior
Call Center, Intermediate
Call Center, Associate
Call Center Supervisor, Senior
Call Center Supervisor, Intermediate
Call Center Supervisor, Associate
KS Program Market Bill Rate
$36.00
$29.00
$24.00
$18.00
$17.00
$14.00
$13.00
$12.50
$17.00
$16.10
$14.70
$12.90
$11.50
$13.00
$12.60
$18.90
$13.40
$13.15
$12.90
$15.38
$12.89
$11.34
$21.00
$17.75
$16.00
2.
Conversion Fees. If the Fund determines that it would be in the Fund’s best interest to hire a
Resource of Vendor after a designated time period in accordance with the table below, Vendor will
release the selected Resource from any non-competition agreements that may be in effect. This release
will be at no cost to the Fund or Resource. If the Fund determines that it would be in the Fund’s best
interest to hire a Resource of Vendor prior to completion of the required term of engagement, the Fund
will notify Contractor (who will notify the Vendor if applicable), of the Fund’s intent to hire the
Resource. Hours worked by a Resource on behalf of the Fund prior to this Agreement shall apply
towards the calculation of applicable conversion fees. Knowledge Services will negotiate a conversion
fee with the Vendor, which shall not exceed the maximum rates detailed below.
IN – PERF/TRF STAFF
Page 16 of 21
IT Positions:
Hire Month
Maximum/not
to exceed
conversion fee
Non-IT Positions:
Hire Month
Maximum/not
to exceed
conversion fee
During
Month
1
20% of
first
year
annual
salary
During
Month
2
15% of
first
year
annual
salary
During
Month
1
20% of
first
year
annual
salary
During
Month
2
15% of
first
year
annual
salary
During
Month
3
12.5%
of first
year
annual
salary
During
Month
3
10% of
first
year
annual
salary
During
Month
4
10% of
first
year
annual
salary
During
Month
4
5% of
first
year
annual
salary
During
Month
5
7.5% of
first
year
annual
salary
During
Month
6
5% of
first
year
annual
salary
After
Month 6
0% of first
year
annual
salary
After
Month 4
0% of
first year
annual
salary
3.
Overtime Premium Pay. Vendor will receive reimbursement over and above the rates provided
in the Rate Schedule only for the additional charge to Vendor resulting from overtime work, and only for
positions designated by the Funds as eligible for overtime. The overtime bill rate differential for Fundsdesignated eligible positions will be at a rate of 1.4, i.e. forty percent (40%) above the accepted base
rate in the rate schedule. Overtime premiums, and eligibility for such (as defined in accordance with
applicable State and Federal law), for rates in excess of or not included in the accepted published rate
schedule will be negotiated at time of candidate acceptance by Knowledge Services. Vendor shall
ensure that its employees are paid overtime pay consistent with applicable laws.
IN – PERF/TRF STAFF
Page 17 of 21
VENDOR INFORMATION
This form must be completed and submitted to dotStaff™, along with the signed Agreement and a
completed and signed W-9, to be registered within the dotStaff™ system. Please fax to Contracts
Department at 317.806.6197.
Vendor Company Name:
Client Name: PERF/TRF
Date Completed:
Completed By:
Company dotStaff Administrator
The Vendor Administrator is able to control who at the Vendor’s company can access dotStaff™, view the
activities of everyone within Vendor’s company who uses dotStaff™, and can register Vendor users and
resources. All information must be completed to be registered in the dotStaff system.
Name:
Phone:
Fax:
E-mail address:
________________________
Current dotStaff supplier
Remittance Address:
City:
Phone:
AR Contact Name:
Email Address:
IRS Tax Identification Number:
State of Incorporation:
Fund:
Title:
Cell:
Zip:
Fax:
(please submit a signed W-9)
COMPANY TYPE
Corporation
Sole Proprietor
Limited Liability Company
Joint Venture
Partnership
Government Agency
Subsidiary Corporation Government Funded Project
Other ___________
Do you require a 1099 at the end of the year?
Yes
No
Contact Person(s)
National Account Representative or Area Manager:
Name:
Phone:
E-mail address:
Fax:
________________________
Title:
Cell:
Location:
IN – PERF/TRF STAFF
Page 18 of 21
Vendor Service Location:
_______________________________________________________
City:
Fund:
Zip:
Phone:
Fax:
24-Hour Emergency - Pager or Phone:
Vendor Headquarters or Parent Company:
City:
Fund:
Phone:
Zip:
Fax:
IN – PERF/TRF
Page 19 of 21
DIVERSE OWNERSHIP CLASSIFICATION:
Please check all that apply and attached any relevant certifications
Asian/Pacific – United Funds citizen whose origins are in Japan, China, the Philippines, Vietnam,
Korea, Samoa, Guam, The Trust Territory of the Pacific Islands, Laos, Kampuchea (Cambodia),
Taiwan, Burma, Thailand, Malaysia, Indonesia, Singapore, Brunel, Republic of the Marshall Islands, or
the Federated Funds of Micronesia.
Asian Indian American – United Funds citizens whose origins are from India, Pakistan and
Bangladesh.
African American – United Funds Citizens whose native origins are from the black racial groups of
Africa.
Hispanic American – United Funds citizens from Mexico, Puerto Rico, Cuba, Central or South
America, or other Spanish culture or origin, regardless of race.
HUBZone – HUBZone is a small business, located in a “historically underutilized business zone”
(HUBZone), owned and controlled by one or more U.S. Citizens and at least 35% of its employees
reside in a HUBZone. Visit SBA website: http://www.ewabl.sba.gov/hubzone/internet.
Native American – American Indian, Native Hawaiians and Eskimos/Aleuts.
Women – Female not a member of one of the ethnic minority groups noted.
SBA Pro Net – Pro-net is an internet based database of information on small, disadvantaged, 8(a),
HUBZone and women-owned business. Suppliers are encouraged to register on the Pro-Net system:
http://www.pro-net.sba.gov/index2.html
Small/Disadvantaged – Generally a small business is one having no more than 500 employees. A
business that meets the criteria and size standards of 13CFR Parts 101-124, and that is at least 51%
owned , controlled and operated by socially disadvantaged individuals whose ability to compete in
the free enterprise system is impaired due to diminished opportunities to obtain capital and credit as
compared to others in the same line of business who are not socially disadvantaged.
Disabled/Handicapped – Sheltered workshops, disabled veterans and members of other groups,
defined by the SBA under Section 8(a) of the Small Business Act, as amended 915 U.S.C. 637(a), as
socially and economical disadvantaged.
Vietnam Era Veteran – United Funds citizen who served on active duty for a period of more than 180
days, any part of which occurred between August 5, 1964 and May 7, 1975, and was either
discharged or released honorably or was discharged and released from active duty for a service
connected disability.
CERTIFYING ORGANIZATION
MBDC – City or Region – Please Specify
NCTRCA
NWBOC
CERTIFICATION #
START DATE
END DATE
IN – PERF/TRF
Page 20 of 21
NMSDC
RCSE
Texas Unified Certification Program DBE
SBA 8(a) Business Development Program
SBA Small Disadvantaged Business Program
(SDB)
SBA HUBZone Empowerment Contracting
Program
SBA – Small Business Administration (Pronet/CCR)
SCMBDC
WBENC
WBENC – Fund of Texas Women’s Business
Council Southwest
Women’s Business Development Center
City – Please Specify
County – Please Specify
Fund – Please Specify
Other – Please Specify
IN – PERF/TRF
Page 21 of 21