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HomeMy WebLinkAboutMS IT Help Desk ConsultingAGREEMENT FOR INFORMATION TECHNOLOGY HELP DESK CONSULTINJj t7neea ::�ers - IQ *1 el *A'T-T This Agreement is made and entered into this lo;rw day of lv�,r 2014, by and between the CITY OF SAN RAFAEL (hereinafter and David P. Roualdes Virtual TuneUp, a sole proprietorship (hereinafter ""CONTRACTOR"). WMMMM WHEREAS, the CITY needs assistance with the analysis and execution of business processes for the Information Technology (IT) Division with the goal of improving those Loorocesses. More specifically, the CITY needs assistance in the areas of: improving IT - help desk procedures; execution of day to day IT help desk operations; managing and scheduling of IT hardware and software installations, upgrades, and support services; completion of IT inventory management tasks; and development of customer satisfaction feedback and metrics programs. WHEREAS0 , CONTRACTOR is experienced with business process analysis as it pertains to IT help desk operations and can provide recommendations, planning, and execution assistance. More specifically, CONTRACTOR can provide assistance in the areas of: IT help desk organization and procedures; day to day management of the CITY's IT help desk; managing and scheduling of IT hardware and software installations, upgrades, and support services; IT inventory management; customer satisfaction feedback; and measuring applicable metrics. AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: A. CITY The City Manager shall be the representative of the CITY for all purposes under this Agreement. The City Manager has authority to represent the City in any and all decisions regarding any issues under the Agreement. The IT 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. �nvr T Page I of 9 ORIWAAL - t�� &t-1 *�, -�,; �4 B. CONTRACTOR. CONTRACTOR shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONTRACTOR. David Roualdes is hereby designated as the PROJECT DIRECTOR for CONTRACTOR. Should circumstances or conditions subsequent to the execution of this Areement require a substitute gPROJECT DIRECTOR for any reason, the CONTRACTOR shall notify the CITY within ten (10) business days of the substitution. The PROJECT DIRECTOR designee shall be subject to the prior written approval of the PROJECT MANAGER. CONTRACTOR shall perform the duties and/or provide services as follows: CONTRACTOR shall provide analysis, recommendations, and execution assistance for the improvement of the CITY's IT help desk processes. Its CITY shall pay the compensation as provided in Paragraph 4, and perform the duties as follows: CITY will provide necessary general oversight, computer equipment, work space, and a parking permit to be used by CONTRACTOR. • For the full performance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR as follows: CITY will be responsible for all compensation due CONTRACTOR under this contract. CITY is contracting for 20 hours work per week with CONTRACTOR for 8 weeks. CONTRACTOR shall be paid $120 per hour, for a not to exceed cost of $19,200. CONTRACTOR shall submit an itemized invoice of billable hours to CITY at the end of every two week work peri od, which will be payable upon receipt. Page 2 of 9 • Wn V 1 11 INNI � WE - The term of this Agreement shall be for up to 90 days commencing on March 3, 2014, and ending on or before May 30, 2014. Upon mutual agreement of the [�,arties, and subject to the approval of the City Manager (or City Council,, if appropriate), the term of this Agreement shall be extended for an additional period of up to one year. • A. Discretionary. Either party may terminate this Agreement without cause upon thirty (30) days written notice mailed or personally delivered to the other party. 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. 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. 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. The parties agree that they shall not assign or transfer any interest in thi Agreement nor the performance of any of their respective obligations hereunde without the prior written consent of the other party. and any attempt to so assi this Agreement or any rights, duties or obligations arising hereunder shall b void and of no effect. I A. 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 ($1,000,000) dollars per occurrence for death, bodily injury, personal injury, or property damage. 2. An automobile liability insurance policy, for owned, non -owned, and hired vehicles, in the minimum amount of one million ($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 one million ($1,000,000) dollars to cover any claims arising out of the CONT RACTOR's performance of services under this Agreement. B. The insurance coverage required of the CONTRACTOR in Subparagraph A above, shall also meet the following requirements: 1. The general liability insurance shall include, in its text or by endorsement, coverage for contractual liability. 2. The general liability insurance policies shall be endorsed to name the CITY, its officers, agents, employees, and volunteers, as additionally named insureds under the policies, and to provide that the insurance shall be primary with Page 4 of I) respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or coverage for any contribution. 3. CONTRACTOR shall provide to City's PROJECT MANAGER, (a) Certificates of Insurance evidencing the insurance coverage required herein, and (b) text from the insurance policies or the endorsements as specified in Subparagraphs B(1) and B(2). 4. The insurance policies shall 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 City's 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 insurance shall be approved as to form and sufficiency by PROJECT MANAGER and the City Attorney. C. 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. D. Any deductibles or self-insured retentions in CONTRACTOR's insurance policies must be declared to and approved by the City's Risk Manager and the City Attorney. 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, attornev's fees and defense expenses. .1 A. Except as provided in Paragraph B., CONTRACTOR shall indemnify, release, defend and hold harmless CITY, its officers, and employees, against any claim, demand, suit, judgment, loss, liability or expense of any kind, including 0 . attorney's fees, arising out of or resulting in any way, in whole or in part, from any acts or omissions, intentional or negligent, of CONTRACTOR or CONTRACTOR's officers, agents and employees in the performance of their duties and obligations under this Agreement. 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 CITY, its officers, and employees, against any claim, demand, suit, judgment, loss, liability or expense of any kind, including attorney's fees, that arises out of, pertains to, or relates to the negligence, recklessness, or willful misconduct of CONTRACTOR in the performance of its duties and obligations under this Agreement. 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. 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 vioiation of any laws, ordinances, codes or regulations. 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. Im UN • All notices and other communications required or permitted to be given under Z -XI 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: FORMW Project Manager City of San Rafael 1400 Fifth Ave. (P.O. Box 151560) San Rafael, CA 94915-1560 Ajawf-19HOW no- _ro_ Project -Director Virtual TuneUp 642 Tamarack Drive San Rafael, CA 94903 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. "Ima, LA ;I 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 11,11111163h1=1M 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. ii 1 � 1 0 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. 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. 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 admirlistration) and attorney's fees expended in connection with such action. CONTRACTOR shall obtain and maintain during the duration of this W 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). 111 11111i!111WWMA The laws of the State of California shall govern this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. Nancy Mac e, City Manage Esther C. Beirne, City Clerk David Roualdes,, Contractor APPROVED AS TO FORM: L Robert F. Epstein, Citykttorn r � DATE �WXDDIYWY) w NSURANCE �014__ CERTIFICATE OF LIABILITY 1 03106/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS, NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS E COVERAGE AFFORDED BY THE POLICIES CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER TH CERTIFICATE F INSURANCE DOES NOT C NS UT CONTRAC � EEN � ISSUINGINSURER(S), AUTHORIZED " BELOW. THIS REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. c, ies) must b e dorsed. If SUBROGATION 13 WAIVED, subject to IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the poli Y( e n ' to ment. A statement on this certificate does not confer rights to t7he the es and conditions o the policy, ��� certificate holder in lieu of such endorsement(s). CONTACT PRODUCER NAME: - PHONEM _.A..... y . HN714-572-9755., u,. .... _.....�_ s.�a EAAAIL ADDRESS- J 5101 E La Palma Ave Ste 104 I��cc COVERAGE w._ 21709 92807-2056ENSURER A . Truck arra ExchangeAnaheim. Hills CA ...,.._ 2 652 INSURER Insurance Exchange ..... ...... ......INSURED ........ ._...... ENSURER C 3 Niid Century InsuranceCompan 2168 ROUALDES, DAVID a _. ENSURER t 642 TARAMACK AVE A.tr .. M_ INSURER E. SAN RAFAEL CA 94903 ER- INSURER F REVISION NUMBER: COVERAGES CERTIFICATE NUMB - D NAMED ABOVE FOR THE POLICY PF--RIOF)— THI I O CERTIFY THAT THE POLICIES INSURANCE LISTED BELOW HAVE RESPECTWHICH �4 O ITI I F ANY CONTRACT OTHER IT INDICATED.NOTWITHSTANDING REQUIREMENT, TERM _ I� ;� T T,, HIS CERTIFICATE IA ISSUED OR A PERTAIN, THE INSURANCE AFFORDED B THE POLICIES DESCRIBED HERE SUCH r �' Y HAVE. BEEN REDUCED BY PAID S. 'EI�" � � #� -- �'POLICIES. slip SHOWN �' , ��... $.�.......�._.� . , .......... _ TS IN € TYPE INSURANCE POLICY ��� ��� ��'� Y �LT 000 S EACH EJ...,R I GENERAL LIABILITY , PREMISES (Ea y 5,000 XP$ 1 CIIS -MADE �.. OCCUR1,000,000 N ` • 4P 02/25/2015 tf _. ___.M ... , ..,._,. N........._. n ��, [ E m __. .w 000,000 �. �. PRODUCTS tZI—r-. - 4, AGGREGATE 044I T'_1E-PEER.- PRO-(NJURY (Per person) BODILY J OMBINED SING POT LOC C LE LIMIT AUTOMOBILE LIABILITY v.... ANY AU'10 ;. ....�BODILY INJURY (Flr ac ALL OVVNED SCHEDULED AU TO FR 0DAMIAGE PE NOIN-O'WNED EACH OCCURRENCE r UMBRELLA LIAR OCCUR E ; AGGREGATE _................ EXCESS LIABA __., .. • 5 ......,Y � ....... mss..._,. 3 � DED t ; T A T[ O� EST TU- WORKERS COMPENSATION AND EMPLOYERS* LIABILITY I ANY PRO PRI ETORiPARTNE WE- XECUTIVE OFF u� 5 ICERAilEf-48 -tet EXCLU_ { l I DISEASE _ ......_. .... ..._...._ (tilandatary it E # i 'b underPOLICY LIMIT i S E.L. DISEASE DESCRIPTIO , DESCRIPTION OF OPERATIONS I LOCATIONS I VE141CLES (AttachR 0 , Additional Remarks hadulO, it ' t_ qu'r Certificate holder, i f_ officers, 0 -gents and employees are tamed additional insured with respects work perfbrrned by the named insured in accordance with the �� �� included per she attached endorsement form 33. POLICY NUMBER- 60581-94-13 BUSINESSOWNERS THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS This, endorsement modifies insurance provided under the following*, Name Of Person Or Organization: CITY OF SAN RAFAEL SEE E0002 Information required to complete this Schedule, if not shown on this endorsement, will be shown in the Declarations - The following is added to Paragraph C. Who Is An Insured in the Businessowners Liability Coverage Form - 4. Any person or organization shown in the Sched- tile is also an insured, but only with respect to liability arising out of your ongoing operations pse:,rformed for that insured. 9ptance Services Office, Inc., 1997 Page I off 1 BID 04 50 01 7 Coyrigh, InsurL This endorsement modifies insurance provided under the folloviing* BUSINESS OWNERS COMMON POLICY CONDITIONS - BP 00 09 Name of Person or Organization. - CITY OF SAN RAFEL SEE E0002 df no enfir-, -e this Endorsement must bee shown in the Declarations as applicable to ty, apprmrs�, -above, information required to complet this endorsement.) The provisions of the Businessowners Common Policy Conditions arc, modified by this endorsement as follows-, Condition K. Transfer Of Rights Of Recovery Against Others To Us in the Businessowners, Common Policy Conditions is amended by the addition of the following' We waiany right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or 'your work' done under a contract with that person or organisation and included in the prod ucts-completed operations hazard,"r This waloe' applies on[y to the person or organization (-:,,Ihown in thlo, Schedule above. This- endcrsemnent is part of your polficy. It supersedes and controls anything to the contraire, It is otherwise subject to all the terms cf t h p IST Ef-11TION 6-97 surar.,ce Services, Office, Inc., 1322 PACE I Of: Includes C'opyright t0laterial Ir gelconco GEICO GENERAL INSURANCE COMPANY P.O. Box 509090 San Diego, CA 92150-9090 642 TAMARACK DR SAN RAFAEL CA 94903-3319 Named Insured Amelia M Roualdel Declarations Page This is a description of your coverage. Please retain for your records. Coverage Period: 03-13-14 through 09-13-14 12*01 a.m. standard time at the address of the named David Roualdes Vehicle Location Finance Company/ Lienholder 1 2004 Honda Odyssey EX 5FNRL18014BO53225 San Rafael CA 94903 2 1998 Toyota Carnry 4T1 BF22KOWU056857 San Rafael CA 94903 3 1997 Chev S1 0 Pickup 1 GCCS1 9X3V8200506 San Rafael CA 94903 Each Person/Each Occurrence $500.000/$1rni| ------------'-----------------------'----'--'--------- PropertyDamnageUabi|dv ------------------------------------------------------- $100.000 --- —'------'-------- --------------------------------- Medice| Payments -------................................. ....... ......................................................................................................... $5.000 — Uninsured & Underinsured Motorists Each Person/Each Occurrence $300.00O/$500.000 -------------------- ------ ------------------------------- -------------------------------------------------------------------------------------- Cornprehemsive ---- $250Ded ------------------------------------------------------ CoUhsion $500Ded/VVak/er -------- ----------------------------------- -----'----------------------------------------------------------------- EmmergencyRoad Service Full 0 Below is the process for getting your professional services agreements/contracts finalized and executed. Please attach this "Completion Checklist and Routing Slip" to the front of your contract as you circulate it for review and signatures. Please use this form for all professional services a t!reem en ts/co n tracts (not just those requiring City Council approval). This process should occur in the order presented below. Step I Responsible Department City Attorney Description Review, revise, and comment on draft agreement. Completion Date 2 Contracting Department Forward final agreement to contractor for Ay their signature. Obtain at least two signeu originals from contractor. 3 Contracting Department Agendize contractor -signed agreement for Council approvaf, if Council approval necessary (as defined by City Attorney/City Ordinance*). 4 City Attorney Review and approve form of agreement; k 7 bonds and insurance certificates and - endorsements. 5 City Manager Mayor or Agreement executed by o ncil authorized Department Head —City official. 6_____T Clerk City Clerk attests signatures,, retains original agreement and forwards copies to the i contracting department. 0 To be completed by Contracting Department.* If you have questions on this process, please contact the City Attorney's Office at 485-3080. * Council approval is required if contract is over $20,000 on a cumulative basis.