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HomeMy WebLinkAboutCity of Redwood City (4) V DUPLICA1 L ORIGINAL AGREEMENT FOR INFORMATION TECHNOLOGY SUPPORT BETWEEN THE CITY OF REDWOOD CITY AND TOWN OF LOS ALTOS HILLSI THIS AGREEMENT is made and entered into this i49- day of T IN , 2011, by and between the CITY OF REDWOOD CITY, hereinafter referred to as "RWC", and TOWN OF LOS ALTOS HILLS, hereinafter referred to as "LAH," and collectively herein called the "Parties." RECITALS This Agreement is entered into with reference to the following facts and circumstances: WHEREAS, LAH desires to engage RWC to render certain Information Technology services to LAH related to carrying on the day to day technology related operations of LAH; and WHEREAS, RWC is qualified to provide such services to LAH; and WHEREAS, LAH has elected to engage the services of RWC upon the terms and conditions as hereinafter set forth. TERMS AND CONDITIONS 1. Services. The services to be performed by RWC under this Agreement shall include those services set forth in Exhibit A, which is by this reference incorporated herein and made a part hereof as though it were fully set forth herein. Performance of the work specified in said Exhibit A is hereby made an obligation of RWC under this Agreement, subject to any changes that may be made subsequently hereto upon the mutual written agreement of said Parties. Where in conflict,the terms of this Agreement supersede and prevail over any terms set forth in Exhibit A. 2. Term of Agreement. AmIAGR/2011.042 061008 1 The term of this agreement shall be for one(1)year, commencing July 1, 2011 and shall expire on June 30, 2012, or until terminated by sixty(60)days prior written notice by either party. 3. Compensation. The normal business hours hourly rate for fiscal year 2011-2012 (July 1, 2011 through June 30,2012)under this Agreement shall be$140.85. The estimated,and to be invoiced monthly, total amount of this agreement is $45,776.00. The amount is based on 325 hours of support during the fiscal year. See Exhibit A section B.7 for end-of-year reconciliation description. 4. Effective Date of Agreement. This Agreement becomes effective on July 1, 2011 5. Reliance of Professional Skill of RWC. RWC represents that it has the necessary professional skills to perform the services required and LAH shall rely on such skills of RWC to do and perform the work. 6. Relationship of Parties. It is understood that the relationship of RWC to LAH is that of an independent contractor and all persons working for or under the direction of RWC are its agents or employees and not agents or employees of LAH. 7. Nonassignment. This Agreement is not assignable either in whole or in part. 8. Amendments. This Agreement may be amended or modified only by written agreement signed by both Parties. 9. Validity. The invalidity, in whole or in part, of any provisions of this Agreement shall not void or affect the validity of any other provisions of this Agreement. 10. Governing Law/Litigation. ATTY/AGR/2011.042 061008 2 0 S This Agreement shall be governed by the laws of the State of California and any suit or action initiated by either Party shall be brought in the County of San Mateo, California. In the event of litigation between the Parties hereto to enforce any provision of the Agreement, the unsuccessful Party will pay the reasonable expenses of litigation of the successful Party. 11. Mediation. Should any dispute arise out of this Agreement, the Parties shall meet in mediation and attempt to reach a resolution with the assistance of a mutually acceptable mediator. Neither Party shall be permitted to file legal action without first meeting in mediation and making a good faith attempt to reach a mediated resolution. The costs of the mediator, if any, shall be paid equally by the Parties. If a mediated settlement is reached, neither Party shall be deemed the prevailing party for purposes of the settlement, and each Party shall bear its own legal costs. 12. Entire Agreement. This Agreement, including Exhibit A, comprises the entire Agreement. 13. Indemnity. RWC shall defend,indemnify and hold LAH and its officers and employees harmless from any and all claims and liabilities related to or as a result of RWC's performance of this Agreement, to the extent they are caused by RWC's negligent acts, or willful wrongful acts. 14. Insurance. RWC shall not commence work under this Agreement until all insurance required under this paragraph has been obtained. Upon request, RWC shall furnish LAH with certificates of insurance evidencing the required coverage. A. Workers' Compensation and Employers' Liability Insurance. RWC shall have in effect during the entire life of this Agreement Workers' Compensation and Employers' Liability Insurance providing full statutory coverage. In signing this Agreement, RWC makes the following certification, required by Section 1861 of the California Labor Code: Am/AGR/2011.042 061008 3 V S I am aware of the provisions of Section 37900 of the California Labor Code which require every employer to be insured against liability for workers'compensation or to undertake self-insurance in accordance with the provisions of the Code,and I will comply with such provisions before commencing the performance of the work of this Agreement. B. Liability Insurance. RWC shall take out and maintain during the life of this Agreement such bodily injury liability and property damage liability insurance as shall protect RWC while performing work covered by this Agreement from any and all claims for damages for bodily injury, including accidental death, as well as any and all claims for property damage which may arise from RWC's work under this Agreement,whether such work be by RWC or by any subcontractor or by anyone directly or indirectly employed by either of them. The amounts of such insurance shall be One Million and no/100 Dollars ($1,000,000.00) combined single limit bodily injury and property damage for each occurrence. LAH, its officers, employees and agents shall be maintained as additional insured's on said policy, and a certificate of said coverage shall be delivered to LAH before any work commences. All insurance shall be with insurance carriers licensed in the State of California and in good standing with the California Department of Insurance. C. Notwithstanding the above, RWC shall have the right to self-insure against any and all perils and/or liabilities against which it would otherwise be required to insure and shall also have the right to effect any such insurance by means of so called "blanket" or "umbrella" policies of insurance. If RWC decides to self-insure, RWC must provide LAH with written notice of self-insurance identifying the type of policy coverage and the amount for which it shall self-insure. 15. Notice. All notices required by this Agreement shall be given to RWC and LAH in writing, by first class mail, postage paid, addressed as follows: RWC: The City of Redwood City Attention: IT Manager ATTV/AGR/2011.042 061008 4 Is 4 1017 Middlefield Road Redwood City, CA 94063 LAH: TOWN OF LOS ALTOS HILLS Attention: Town Manager 26379 Freemont Rd. Los Altos Hills, CA 94022 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed on the date first written by their respective officers duly authorized in that behalf. 1 Dated: ' ubil 1. , 2011 CITY OF REDW• •D CITY ABY & f3-13e( - !ity Manager il ATTEST: Ilk ,, Si 101.` -rlinden, City Clerk Dated: ir=j to if , 2011 Town of Los Altos Hills �`,// BY: Ce)2.9---eglaj P,.." Al Y/Acw2011.042 061008 5 ilr EXHIBIT A A. SCOPE OF SERVICES 1. Definitions: A. Normal Business Hours: Defined as Monday through Friday, 8:00 a.m. through 5:00 p.m. except the following currently recognized RWC holidays(calendar dates vary depending on the year): • New Years Day • Martin Luther King, Jr. Day • Presidents Day • Memorial Day • 4th of July • Labor Day • Veterans Day • Thanksgiving Day • Thanksgiving Friday • Christmas Eve • Christmas Day • New Years Eve Rates for hours worked by RWC during normal business hours will be at the current rate in which they are worked. B. Non-business hours: All hours worked outside of normal business hours. LAH requested work to be performed during non-business hours will be invoiced at a rate equal to one-and-one-half times the then current rate. Examples: A request from LAH for RWC to install new equipment during a weekend to minimize disruption during LAH normal business hours; An after-hours call to RWC to fix a downed server or Internet connection. ATfY/AGR/2011.042 061008 6 V V C. Maintain and support: RWC will keep the type of equipment or specific named equipment operational as defined by its purpose. If RWC staff is unable to resolve an issue without external vendor support, RWC will contact and work with the appropriate vendor until the malfunctioning equipment is operational. RWC staff will keep the same equipment optimized and its firmware/software current as deemed appropriate to maintain optimized operations, while minimizing down time. 2. Internet Access Support: RWC will maintain and support this connection. 3. Firewall Support: RWC will maintain and support this appliance and in some instances make recommendations to improve security to reduce network vulnerabilities. 4. Network Support: RWC will maintain and support all the switches and other networking devices in LAH. 5. Server Support: RWC will maintain and support all servers used in LAH. RWC staff will provide full support for the following: • Operating systems • File and print services • Email • Antivirus and spam filtering • Internet blocking • Applications running on the servers 6. Desktop, Laptop, and Mobile Computing Device Support (DLM): RWC will maintain and support all DLM on the LAH network including future connected or non-connected DLM. Support will include, but not be limited to: developing and providing specifications; purchasing, setting up, and installing; optimizing and patching; and protecting against unwanted intrusion —spyware, viruses, etc. 7. Other: Technologies not currently named will be maintained and supported upon written agreement by LAH and RWC. Written agreement can be in the form of an email request. 8. For all supported technologies, RWC will work with manufacturers and vendors to purchase new, as well as return and replace failed parts, such as hard drives, monitors, printers,etc. From time to time additional external contractors may be required, such as for larger cabling or electrical work. RWC will find, coordinate, and schedule the efforts of ATTv/Acw2011.042 061008 7 fir external contractors. For all emergency and non-emergency issues during normal business hours, RWC will respond within four (4) hours, usually faster. RWC will respond with its best effort for all emergencies during non-business hours. B. COMPENSATION 1. LAH agrees to pay to RWC the full cost of providing technology services as shown in this Exhibit A, as the same may be amended from time to time by written agreement between the Parties. 2. LAH and RWC acknowledge and agree that compensation paid by LAH to RWC under this Agreement is based upon RWC's cost of providing the services required hereunder, including salaries and benefits of employees. 3. LAH agrees to compensate RWC for Information Technology services. Direct external costs such as external contractors and equipment purchases on behalf of LAH are borne by LAH. Information Technology services costs include those expenses necessary to administer this Agreement. RWC will provide these services for an hourly rate of$140.85 during fiscal year 2011-2012 (July 1, 2011 to June 30, 2012). The hourly rate will be adjusted on an annual fiscal year basis. 4. Remote support will be billed in fifteen (12) minute intervals. 5. Terms of Payment. The total estimated value of this agreement is $45,776. RWC shall invoice in arrears on the first of each month in the amount$3,814.67 (325 hours per year times $140.85 per hour, divided by 12 months). 6. Charges for other services and special projects: Additional hours for special projects requested of RWC will be at the current rate in which the work was done and will be invoiced in the month following the completion of the requested service or incurred expense. Special projects are typically projects requested by LAH that require RWC resources well-above the initially agreed upon five hours per week,and where LAH wants to save the five hours for normal support, or where LAH wants RWC to track and invoice requested work separate from normal invoicing. Special projects are subject to RWC staff ATTY/AGR/2011.042 061008 8 availability. External vendor charges and equipment purchases will be paid directly by LAN or reimbursed by LAH if paid by RWC, and shall be without RWC overhead fees. 7. End of year reconciliation: During July 2012, RWC will reconcile the previous fiscal year's purchased hours (325) against the worked hours. RWC will invoice LAH for all worked and non-invoiced hours, or refund LAH for all invoiced but non-worked hours. 8. Reporting: Each month RWC will submit to LAH a spreadsheet showing and recording the hours worked to date, the name of the tech who worked the hours, and a brief description of the work completed. 9. Requesting Support: • Non-emergency support — support request during normal business hours, as defined in Exhibit A, section A.1.A, and where RWC staff is not on-site, can be requested using one of the following three methods: i. Logging into RWC's online help desk system at http://thecity.redwoodcitv.ora:8080/hd/i ndex.Mx. ii. Calling or emailing the primary Analyst assigned to LAH. iii. Calling RWC help desk at(650) 780-7103 • Emergency support — non-planned support requests for services during non- business hours, as defined in Exhibit A, section A.1.B, to resolve issues in which a business function cannot be performed. i. Logging into RWC's online help desk system at http://thecity.redwoodcitv.orq:8080/hd/index.htx. ii. The highest ranking, on-site staff member from LAH calls the RWC Information Technology Manager at(650) 464-9575. Important Note: Emergency support is considered a best effort as RWC is not a 24 X 7 support shop. Emergency support is charged at one-and-one-half times the Am/AGR/2011 042 061008 9 (14 normal hourly rate. ATN/AGR/2011.042 061008 10