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DS Server Administration Support Services 2016; Amendment 1FIRST AMENDMENT TO AGREEMENT FOR PROFESSIONAL SERVICES FOR SERVER ADMINISTRATION SUPPORT This First Amendment is made and entered into this 31s7 day of October, 2016, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and INsite Networks, Inc., (hereinafter "CONTRACTOR") RECITALS WHEREAS, the CITY and the CONTRACTOR entered into an original Agreement for Professional Services for Server Administration Support dated November 10, 2016 (the "Agreement"), with the initial term beginning on November 10, 2016, and ending on November 9, 2016; and WHEREAS, paragraph 5 of the Agreement gives the City Manager of the CITY the authority to approve an extension to the term of the Agreement for up to a year at a time for a total period not to exceed a maximum of 3 years; and WHEREAS, paragraph 5 of the Agreement provides that the compensation payable to CONTRACTOR for services and expenses shall not exceed $180,000.00 per year; and WHEREAS, the parties wish to extend the tern of the Agreement for a second year, through November 9, 2017. F.110 DIOI7U-1-*Lvl NOW, THEREFORE, the parties hereby agree to extend the term of the Agreement through November 9, 2017, with no other changes to the terms and conditions of the Agreement. The parties acknowledge and agree that the total compensation to CONTRACTOR for services and expenses shall not exceed $180,000 during the extended term. IN WITNESS WHEREOF, the parties have executed this First Amendment as of the day, month and year first above written. CITY OF SAN RAFAEL "v l JA S M. SCHUTZ, Ci anager ATTEST: ESTHER C. BEIRNE, City Clerk APPROVED AS TO FORM: (zF� ROBERT F. EPSTEIN, C Att y If IIC14 -S '«l-1 CONTRACTOR KIRK HYLAN encipal AGREEMENT FOR PROFESSIONAL SERVICES FOR SERVER ADMINISTRATION SUPPORT This Agreement is made and entered into this (O -ro day of November, 2015, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and INsite Networks, Inc., (hereinafter "CONTRACTOR"). RECITALS WHEREAS. the CITY requires ongoing assistance and support with the administration of its server computers in order to maintain their operational effectiveness as well as to respond to departments' requests for services; and WHEREAS, CONTRACTOR has over 25 years of experience providing computer network and information technology solutions and services for a wide range of clients; AGREEMENT NOW, TIIEREFORE, the parties hereby agree as follows: PROJECT COORDINATION. A. CITY'S Project Manager. The Information 1'echnology Manager is hereby designated the PROJECT MANAGER for the CITY, and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this Agreement. B. CONTRACTOR'S Project Director. CONTRACTOR shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONTRACTOR. Kirk Ilylan is hereby designated as the PROJECT DIRECTOR for CONTRACTOR. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR, for any reason, the CONTRACTOR shall notify the CITY within ten (10) business days of the substitution. 2. DUTIES OF CONTRACTOR. CONTRACTOR shall perform the duties as described in Exhibit "A" attached and incorporated herein. 3. DUTIES OF CITY. CITY shall pay the compensation as provided in Paragraph 4, and perform the duties as described in Exhibit "A" attached and incorporated herein. 4. COMPENSATION. For the full performance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR on a time and materials basis as specified in Exhibit A, provided that the total amount paid to CONTRACTOR for its services and expenses will not exceed $180,000.00 per year. Payment will be made upon receipt by PROJECT MANAGER of itemized invoices submitted by CONTRACTOR. 5. TERM OF AGREEMENT. The term of this Agreement shall be for I year commencing on the date the CITY and CONTRACTOR enter into this Agreement, as shown above, and ending 12 months thereafter. Upon mutual agreement of the parties, and subject to the availability of appropriated funds, the City Manager may elect to extend the term of this Agreement for up to a year at a time for a total period not to exceed a maximum of 3 years. 6. TERMINATION. A. Discretionary. Either party may terminate this Agreement without cause upon thirty (30) days written notice mailed or personally delivered to the other party. B. Cause. Either party may terminate this Agreement for cause upon fifteen (15) days written notice mailed or personally delivered to the other party, and the notified party's failure to cure or correct the cause of the termination, to the reasonable satisfaction of the party giving such notice, within such fifteen (15) day time period. C. Effect of Termination. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other. D. Return of Documents. Upon termination, any and all CITY documents or materials provided to CONTRACTOR and any and all of CONTRACTOR's documents and materials prepared for or relating to the performance of its duties under this Agreement, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after termination. 7. OWNERSHIP OF DOCUMENTS. The written documents and materials prepared by the CONTRACTOR in connection with the perfonnance of its duties under this Agreement, shall be the sole property of CITY. CITY may use said property for any purpose, including projects not contemplated by this Agreement. INSPECTION AND AUDIT. Upon reasonable notice, CONTRACTOR shall make available to CITY, or its agent, for inspection and audit, all documents and materials maintained by CONTRACTOR in connection with its performance of its duties under this Agreement. CONTRACTOR shall fully cooperate with CITY or its agent in any such audit or inspection. 9. ASSIGNABILITY. The parties agree that they shall not assign or transfer any interest in this Agreement nor the performance of any of their respective obligations hereunder, without the prior written consent of the other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect. 10. INSURANCE. A. Scope of Coverage. During the term of this Agreement, CONTRACTOR shall maintain, at no expense to CITY, the following insurance policies: 1. A commercial general liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, for death, bodily injury, personal injury, or property damage. 2. An automobile liability (owned, non -owned, and hired vehicles) insurance policy in the minimum amount of one million dollars ($1,000,000) dollars per occurrence. 3. If any licensed professional performs any of the services required to be performed under this Agreement, a professional liability insurance policy in the minimum amount of two million dollars ($2,000,000) per occurrence/four million dollars ($4,000,000) aggregate, to cover any claims arising out of the CONTRACTOR's performance of services under this Agreement. Where CONTRACTOR is a professional not required to have a professional license, CITY reserves the right to require CONTRACTOR to provide professional liability insurance pursuant to this section. 4. If it employs a,ry person, CONTRACTOR shall maintain worker's compensation and employer's liability insurance, as required by the State Labor Code and other applicable laws and regulations, and as necessary to protect both CONTRACTOR and CITY against all liability for injuries to CONTRACTOR's officers and employees. CONTRACTOR'S worker's compensation insurance shall be specifically endorsed to waive any right of subrogation against CITY. B. Other Insurance Requirements. The insurance coverage required of the CONTRACTOR in subparagraph A of this section above shall also meet the following requirements: zn 1, Except for professional liability insurance, the insurance policies shall be specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as additionally named insureds under the policies. 2. The additional insured coverage under CONTRACTOR'S insurance policies shall be primary with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or self-insurance coverage for any contribution. The "primary and noncontributory" coverage in CONTRACTOR'S policies shall be at least as broad as ISO form CG20 0104 13. 3. Except for professional liability insurance, the insurance policies shall include, in their text or by endorsement, coverage for contractual liability and personal injury. 4. The insurance policies shall be specifically endorsed to provide that the insurance carrier shall not cancel, terminate or otherwise modify the terms and conditions of said insurance policies except upon ten (10) days written notice to the PROJECT MANAGER. 5. If the insurance is written on a Claims Made Form, then, following termination of this Agreement, said insurance coverage shall survive for a period of not less than five years. 6. The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement. 7. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of CITY (if agreed to in a written contract or agreement) before CITY'S own insurance or self-insurance shall be called upon to protect it as a named insured. 8. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to CITY or any other additional insured party. Furthermore, the requirements for coverage and limits shall be. (l) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. C. Deductibles and SIR'S. Any deductibles or self-insured retentions in CONTRACTOR's insurance policies must be declared to and approved by the PROJECT MANAGER and City Attorney, and shall not reduce the limits of liability. Policies containing any self-insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or CITY or other additional insured party. At CITY's option, the deductibles or self-insured retentions with respect to CITY shall be reduced or eliminated to CITY's satisfaction, or CONTRACTOR shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney's fees and defense expenses. D. Proof of Insurance. CONTRACTOR shall provide to the PROJECT MANAGER or CITY'S City Attorney all of the following. (1) Certificates of Insurance evidencing the insurance coverage required in this Agreement; (2) a copy of the policy declaration page and/or endorsement page listing all policy endorsements for the commercial general liability policy, and (3) excerpts of policy language or specific endorsements evidencing the other insurance requirements set forth in this Agreement. CITY reserves the right to obtain a full certified copy of any insurance policy and endorsements from CONTRACTOR. Failure to exercise this right shall not constitute a waiver of the right to exercise it later. The insurance shall be approved as to form and sufficiency by PROJECT MANAGER and the City Attorney. 11. IND E1VINIFICATI ON. A. Except as otherwise provided in Paragraph B., CONTRACTOR shall, to the fullest extent permitted by law, indemnify, release, defend with counsel approved by CITY, and hold harmless CITY, its officers, agents, employees and volunteers (collectively, the "City Indemnitees"), from and against any claim, demand, suit, judgment, loss, liability or expense of any kind, including but not limited to attorney's fees, expert fees and all other costs and fees of litigation, (collectively "CLAIMS"), arising out of CONTRACTOR'S performance of its obligations or conduct of its operations under this Agreement. The CONTRACTOR's obligations apply regardless of whether or not a liability is caused or contributed to by the active or passive negligence of the City Indemnitees. However, to the extent that liability is caused by the active negligence or willful misconduct of the City Indemnitees, the CONTRACTOR's indemnification obligation shall be reduced in proportion to the City Indemnitees' share of liability for the active negligence or willful misconduct. In addition, the acceptance or approval of the CONTRACTOR's work or work product by the CITY or any of its directors, officers or employees shall not relieve or reduce the CONTRACTOR's indemnification obligations. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from CONTRACTOR'S performance of or operations under this Agreement, CONTRACTOR shall provide a defense to the City Indemnitees or at CITY'S option reimburse the City Indemnitees their costs of defense, including reasonable attorneys' fees, incurred in defense of such claims. B. Where the services to be provided by CONTRACTOR under this Agreement are design professional services to be performed by a design professional as that term is defined under Civil Code Section 2782.8, CONTRACTOR shall, to the fullest extent permitted by law, indemnify, release, defend and hold harmless the City Indemnitees from and against any CLAIMS that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONTRACTOR in the performance of its duties and obligations under this Agreement or its failure to comply with any of its obligations contained in this Agreement, except such CLAIM which is caused by the sole negligence or willful misconduct of CITY. C. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement, and shall survive the termination or completion of this Agreement for the full period of time allowed by law. 12. NONDISCRIMINATION CONTRACTOR shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 13. COMPLIANCE WITH ALL LAWS. CONTRACTOR shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement. CONTRACTOR shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONTRACTOR shall release, defend, indemnify and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 14. NO TRUZD PARTY BENEFICIARIES. CITY and CONTRACTOR do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party. 15. NOTICES. All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: TO CITY's Project Manager: Gus Bush City of San Rafael 1400 Fifth Avenue San Rafael, CA 94901 TO CONTRACTOR's Project Director: Kirk Hylan P.O. Box 9809 San Rafael, CA 94912 16. INDEPENDENT CONTRACTOR. For the purposes, and for the duration, of this Agreement, CONTRACTOR, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY. CONTRACTOR and CITY expressly intend and agree that the status of CONTRACTOR, its officers, agents and employees be that of an Independent Contractor and not that of an employee of CITY. 17. ENTIRE AGREEMENT -- AMENDMENTS.. A. The terms and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. B. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the CONTRACTOR and the CITY. C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. D. The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the CONTRACTOR and the CITY. E. If any conflicts arise between the terms and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. 18. SET-OFF AGAINST DEBTS,. CONTRACTOR agrees that CITY may deduct from any payment due to CONTRACTOR under this Agreement, any monies which CONTRACTOR owes CITY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 19. WAIVERS. The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fec, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any tern, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 20. COSTS AND ATTORNEY'S FEES,. The prevailing party in any action brought to enforce the terms and conditions of this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action. 21. CITY BUSINESS LICENSE / OTHER TAXES. CONTRACTOR shall obtain and maintain during the duration of this Agreement, a CITY business license as required by the San Rafael Municipal Code CONTRACTOR shall pay any and all state and federal taxes and any other applicable taxes_ CITY shall not be required to pay for any work performed under this Agreement, until CONTRACTOR has provided CITY with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). 22. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. IN WITNESS VVUEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL i SC TZ, City Man ger 1W ATTEST: �.I� G • 6�etQ�.c _ ESTHER C. BEIRNE, City Clerk APPROVED AS TO FORM: ROBERT F. EPSTEIN, City Attorney CONTRACTOR By. Name: Title: T t � C I' P Exhibit "A" SCHEDULES AND RATES For billing purposes, normal service hours are 8:00 a.m. to 6:00 p.m. Monday through Friday except holidays. CONTRACTOR's normal service response time will be 8 work hours or better. For service calls requested before 12:00 p.m. on a weekday, CONTRACTOR will make every effort to respond on the same business day. For service requested after 12:00 p.m., service may occur on the next business day. CONTRACTOR will do everything possible to perform emergency service which is deemed necessary and cannot wait until the next day. In the event that emergency service is required which is not part of the selected service level, CONTRACTOR's technician time will be billable from portal to portal. A premium rate of 1.5 times the standard hourly rate will apply if service is provided outside of the 8:00 a.m. to 6:00 p.m. window. Saturdays and Sundays will also be billed at the premium rate. Holidays will be billed at a special holiday rate of 2 times the standard hourly rate. For the term of this agreement, CITY shall pay CONTRACTOR at the following agreed upon standard hourly rates: Network Administrator - $125 per hour Desktop Technician - $55 per hour Upon mutual agreement of the CITY and CONTRACTOR, the standard hourly rates may be renegotiated at the start of each optional extension period of the Agreement. CONTRACTOR RESPONSIBILITIES CONTRACTOR will provide technicians to assist the CITY's Information Technology Division (ITD) with handling server administration and day-to-day help desk service requests. This will include the following tasks: - Respond to 1TD requests for support by scheduling the appropriate technician(s) to work on site at CITY facilities or off site with remote access to the CITY's computer network. - Advise ITD staff and/or assigned project managers of any issues that come up which may impact CONTRACTOR's ability to complete support requests within desired timelines. - Maintain a record of hours worked per technician and per day, including enough detail to correlate work performed on tasks assigned by ITD. - Provide CITY with detailed timesheets at least once per month on the hours worked and work perfonned by technicians during the course of providing support. - Ensure technicians document work performed in the ITD help desk management software system, 1 with enough detail to allow customers and other technicians to understand status of each request. - Assist ITD staff with documenting of standard support procedures, and advise ITD when changes to procedures may help improve CITY's business practices. - Adhere to the CITY's network security and configuration control guidelines as required. CITY RESPONSIBILITIES Provide CONTRACTOR with current network configuration information, as available. Provide CONTRACTOR technicians with remote access to CITY network for monitoring and troubleshooting when not working onsite. Provide CONTRACTOR technicians with suitable workspace and direct network access when working onsite. Assign help desk work requests to CONTRACTOR, establish procedures for self -assigning requests from help desk software system queues, and advise on priorities for accomplishing work. Participate in meetings with CONTRACTOR as needed to manage support services and/or projects. Review CONTRACTOR timesheets for help desk support and project work hours in preparation for processing invoices for payment. Mr CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: IT Project Manager: Gus Bush Extension: 5302 Contractor Name: INsite Networks, Inc. Contractor's Contact: Kirk Hylan Contact's Email: khylan@insitenet.net ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor 10/7/2016 Z 10/7/2016 G13 b. Email contract (in Word) & attachments to City Atty c/o Laraine.Gittens@cityofsanrafael.org U 2 City Attorney a. Review, revise, and comment on draft agreement 10/19/2016 LAG and return to Project Manager 10/19/2016 R' LAG b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor 3 Project Manager Forward three (3) originals of final agreement to 10/19/2016 GB contractor for their signature 4 Project Manager When necessary, * contractor -sinned agreement C7 N/A agendized for Council approval *PSA> $20,000; or Purchase > $35,000; or Or ©GB Public Works Contract> $125,000 8/3/2015 Date of Council approval PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City 10/24/2016 GB Attorney with printed copy of this routing form' 6 City Attorney Review and approve hard copy of signed agreement 7 City Attorney and approve insurance in PINS, and bonds Review for Public Works Contracts j2lQ'`f� 8 City Manager/ Mayor Agreement executed by Council authorized official 1 9 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager'�� '= I�