HomeMy WebLinkAboutDS Network Support Services; AmendmentFIRST AMENDMENT TO
AGREEMENT FOR PROFESSIONAL SERVICES
FOR NETWORK SUPPORT SERVICES
This First Amendment is made and entered into this 'V2 day of September, 2016, by and
between the CITY OF SAN RAFAEL (hereinafter "CITY"), and MarinIT, Inc., (hereinafter
"CONTRACTOR").
RECITALS
WHEREAS, the CITY and the CONTRACTOR entered into an original Agreement for
Professional Services for Network Support Services dated July 24, 2015 (the "Agreement"), with the
initial tenn beginning on July 20, 2015, and ending on July 19, 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, the parties wish to extend the term of the Agreement for a second year, through July
19, 2017;
AMENDMENT
NOW, THEREFORE, the parties hereby agree to extend the tenn of the Agreement through July
19, 2017, with no other changes to the terms and conditions of the Agreement.
IN WITNESS WHEREOF, the parties have executed this First Amendment as of the day, month
and year first above written.
CITY OF SAN RAFAEL
JAM4S. SCHUTZ, Ci anager
ATTEST:
ESTHER C. BEIRNE, City Clerk
APPROVED AS TO FORM:
ROBERT F. EPSTEIN, ity Attb ey
CONTRACTOR
DAVID COOPER, P ident
AGREEMENT FOR PROFESSIONAL SERVICES
FOR NETWORK SUPPORT SERVICES
This Agreement is made and entered into this,2 YrT— day of July, 2015, by and between the
CITY OF SAN RAFAEL (hereinafter "CITY"), and MarinIT, Inc., (hereinafter
"CONTRACTOR").
RECITALS
WHEREAS, the CITY requires network support services to maintain inter -building and
inter -agency communication links, to provide day-to-day help desk assistance, and to complete
various technology projects; and
WHEREAS, CONTRACTOR provides network support to various public and private
customers, including technical support for the Marin Information and Data Access System
(MIDAS) network, and can provide expertise in the maintenance and support of the CITY's
computer network;
AGREEMENT
NOW, THEREFORE, the parties hereby agree as follows:
PROJECT COORDINATION.
A. CITY'S Project Manager. The Information Technology 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. Patrick Connolly 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.
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 $350,000.00 per
year.
Payment will be made upon receipt by PROJECT MANAGER of itemized invoices,
including detailed monthly timesheets, submitted by CONTRACTOR.
5. TERM OF AGREEMENT.
The term of this Agreement shall be for 1 year commencing on July 20, 2015, and ending on
July 19, 2016. 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. Termination of this agreement shall not discharge any payment obligation accrued as of
the date of such termination.
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.
OWNERSHIP OF DOCUMENTS.
The written documents and materials prepared by the CONTRACTOR in connection with
the performance 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.
8. 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.
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 any 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:
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. 1f 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: (1) 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. INDEMNIFICATION.
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") brought by third parties, 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 by third parties 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 THIRD 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:
TO CONTRACTOR's Project Director:
16. HIRING OF PERSONNEL
Gus Bush
City of San Rafael
1400 Fifth Avenue
San Rafael, CA 94901
Patrick Connolly
366 Bel Marin Keys Blvd, Suite D
Novato, CA 94949
CITY will not recruit any personnel assigned by CONTRACTOR to perform any services of any
kind under this agreement until one year after the completion of the applicable services, including
initiating personal contact for the purpose of hiring, but not including responding to unsolicitied
applications.
17. 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.
18. 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.
19. 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.
20. 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 fee, 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 term, condition, covenant of this Agreement or any
applicable law, ordinance or regulation.
21. 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 reasonable attorney's fees expended in connection with such
action.
22. 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 takes and any other applicable taxes. CITY shall not be required to pay for any
work perfonned under this Agreement, until CONTRACTOR has provided CITY with a
completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and
Certification).
23. APPLICABLE LAW.
The laws of the State of Califomia shall govern this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month
and year first above written.
CITY OF SAN RAFAEL
NANCY MACULE. City Manager
ATTEST:
ESTHER C. BEIRNE, City Clerk
APPROVED AS TO DORM:
ROBERT F. EPSTEIN, Cit Attorney
8
CONTRACTOR
I3yC - �/^ _ rr /
1-
Name:I..o. (rrcE .C—
Title:
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 4 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 at the request of CITY. Work performed on Saturdays and Sundays at the request of CITY
will also be billed at the premium rate. Work requested by CITY to be performed on 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:
Project Manager - $125 per hour
Network Engineer - $125 per hour
Senior Network Administrator - $110 per hour
Network Administrator - $85 per hour
Network Programmer - $85 per hour
Senior Workstation Technician - $85 per hour
Workstation Technician - $65 per hour
Technical Writer - $65 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 a minimum of 16 hours per month of network support services to
maintain the CITY's inter -agency and inter -building communication links. This will include the
following regular tasks:
- Monitor the CITY'S Wide Area Network (WAN) equipment performance and logs on a regular
basis to maintain system effectiveness, and make and recommend changes as necessary to maintain
proper operation.
- Consult with the CITY's Information Technology Division (ITD) staff at least 48 hours prior to
any planned outages of or major changes to the WAN.
- Advise ITD staff within 24 hours of any configuration changes made to the WAN in response to
unscheduled outages or other system problems.
- Meet with ITD staff for 2 hours every 3 months for the term of the Agreement to review network
events, monitoring activities, upcoming projects, and any other system issues.
- Provide network troubleshooting assistance as needed, when identified through monitoring efforts
or when requested by ITD staff.
- Adhere to the CITY's network security and configuration control guidelines as required.
CONTRACTOR will provide regularly scheduled technicians to assist ITD staff with handling
day-to-day help desk service requests. This will include the following tasks:
- Respond to ITD requests for help desk support hours by scheduling the appropriate technicians on
a regular basis to work on site at CITY facilities.
- Advise lTD whenever a regularly scheduled technician will be unavailable for their appointed
hours, and work with ITD to reschedule or provide replacement as needed.
- 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 each month on the hours worked and work performed by
technicians during the course of providing help desk support.
- Ensure technicians document work performed in the 1TD help desk management software system,
with enough detail to allow customers and other technicians to understand status of each request.
CONTRACTOR will assist ITD staff as needed with technology projects on a mutually agreed
upon schedule for each project, as documented on project task order requests. This will include the
following tasks:
- Respond to ITD project task order requests by providing an estimate of the number of hours, type
of skill levels, and expected timeline for each project.
- Meet with ITD staff and assigned project managers on a regular basis to discuss the status of
project tasks, issues, and resource requirements.
2
- Maintain a record of hours worked per technician and per project, including enough detail to
correlate work performed to project tasks.
- Provide CITY with detailed timesheets each month on the hours worked and work performed by
technicians during the course of working on assigned projects.
- Advise ITD staff and assigned project managers of any issues that come up which may impact
CONTRACTOR's ability to complete project goals according to the agreed upon timelines.
CITY RESPONSIBILITIES
Provide CONTRACTOR with current network configuration information, as available.
Provide all hardware, mobile devices, software, software licenses, required subscriptions, etc., for
the operation and maintenance of CITY networks and communication links.
Advise CONTRACTOR within 24 hours of any network modifications accomplished by ITD staff
on inter -agency and inter -building communication devices.
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.
Advise CONTRACTOR on a monthly basis of the required number of help desk support hours
needed and the desired skill sets involved.
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.
Issue task orders for CONTRACTOR to work on specific technology projects, and their related
goals and timelines.
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.
3
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: MarinlT, Inc.
Contractor's Contact: Jude Radeski
Contact's Email: jude@marinit.com
❑ 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
9/6/2016
N
9/6/2016
GB
b. Email contract (in Word) & attachments to City
Atty c/o Laraine.Gittens@cityofsanrafael.org
N
2
City Attorney
a. Review, revise, and comment on draft agreement
9/9/2016
® LAG
and return to Project Manager
9/9/2016
N 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
9/9/2016
N GB
contractor for their signature
4
Project Manager
When necessary, * contractor -signed agreement
❑ N/A
agendized for Council approval
*PSA> $20,000; or Purchase > $35,000; or
Or
N GB
Public Works Contract > $125,000
7/6/2015
Date of Council approval
PRINT
CONTINUE ROUTING PROCESS WITH HARD COPY
5
Project Manager
Forward signed original agreements to City
9/27/2016
GB
Attorney with printed copy of this routing form
6
City Attorney
Review and approve hard copy of signed
/hell b
agreement
77`` !!
7
City Attorney
Review and approve insurance in PINS, and bonds
(for Public Works Contracts)
8
City Manager/ Mayor
Agreement executed by Council authorized official
!�
9
City Clerk
Attest signatures, retains original agreement and
' '
M1 IL
'
forwards copies to Project Manager