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HomeMy WebLinkAboutMS IT Server Administration SupportI If Department: Management Services Agenda Item No: 3. e Meeting Date: August 3, 2015 _1' Prepared by: Gus Bush, City Manager Approval: Information Technology Manager TOPIC: Server Administration Support SUBJECT: Resolution authorizing the City Manager to enter into a Professional Services Agreement with INsite Networks for server administration support. RECOMMENDATION: Staff recommends that the City Council authorize the City Manager to enter into a Professional Services Agreement (Attachment 2) with INsite Networks for server administration support for an initial period of one year at a cost not to exceed $180,000 in accordance with San Rafael Municipal Code Chapter 2.60. Staff further recommends that Council delegate to the City Manager the authority to extend this agreement for up to an additional two years at a total cost not to exceed an additional $180,000 per year, subject to the availability of funds appropriated by the Council through the City's normal budget process. BACKGROUND: The City's Information Technology Division (ITD) responds on a regular basis to department requests for service related to server computers and their configuration settings. These requests normally involve various system administration tasks (such as adding/removing user accounts, installing new software on the servers, configuring settings at the server level, and troubleshooting issues with performance or functionality). There are times, however, when ITD staff resources are insufficient to keep up with the number of requests in the queue (either because of requested timelines or staff absences). It has therefore become desirable for ITD to have one or more contractors that we can rely on to supplement staff as needed to keep up with workload that tends to fluctuate at different times throughout the year. For the last few months, INsite Networks has provided a network administrator to work on server - related tasks on a time and materials basis in order to complete selected projects and to backfill an ITD team member who was recently promoted into a new role. During this time, they have learned some of our standard procedures and performed effectively on the work assigned. Staff would now like to proceed with a formal agreement that outlines terms and responsibilities, including insurance and other FOR CITY CLERK ONLY File No.: Council Meeting: Disposition: SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 2 legal requirements. Staff may also pursue similar arrangements with other vendors in the future, to ensure the City is not reliant on just one service provider. ANALYSIS: The proposed Professional Services Agreement (Attachment 2) represents a single agreement with INsite Networks to formally cover all of their work on server administration support as provided to all City departments. It will cover any services provided during the course of completing server support requests. ITD will oversee INsite Networks' work under this agreement, regardless of the department originally requesting support. In evaluating INsite Networks' proposed hourly rate, staff compared their rates to those from other service providers used by the City in the past as well as similar scenarios experienced by counterparts at other local agencies. The rates for the skill sets available from INsite Networks are in the expected ranges of $40-100 for workstation level support and $100-150 for server level support. Additional weight was given to INsite Networks for being a local company as well as for their previous experience working with ITD on a trial basis. FISCAL IMPACT: The value of the proposed Professional Services Agreement with INsite Networks is $180,000 per year, for a total potential cost of $540,000 if extended for two additional years after the initial one year term. The funding to cover this agreement would come primarily from the Technology Fund (fund 601) but also from other funding authorized as part of specific projects. Sufficient funds to cover the initial one year term in FY 2015-16 have already been appropriated for use by the City's IT Division in fund 601. The funds required for future years will continue to be appropriated through the normal budget process. OPTIONS: The City Council has the following options to consider on this matter: 1. Staff s recommended action to adopt the proposed resolution (Attachment 1). 2. Adopt a resolution with modifications. 3. Direct staff to pursue a different approach. 4. Take no action at this time. RECOMMENDED ACTION: City Council adopt the proposed resolution to authorize the City Manager to enter into a one year agreement with INsite Networks and to delegate the authority to the City Manager to extend the agreement for up to two additional years. ATTACHMENTS: 1. Proposed Resolution 2. Proposed Professional Services Agreement with Exhibit RESOLUTION NO. 13980 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL TO AUTHORIZE THE CITY MANAGER TO ENTER INTO A PROFESSIONAL SERVICES AGREEMENT WITH INSITE NETWORKS FOR SERVER ADMINISTRATION SUPPORT. 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, INsite Networks has over 25 years of experience providing computer network and information technology solutions and services for a wide range of clients; and WHEREAS, the City wishes to enter into an agreement with INsite Networks to provide server administration support; and WHEREAS, the City Council finds that such an agreement falls under the Professional Services Agreement provisions of San Rafael Municipal Code Chapter 2.60. NOW, THEREFORE, IT IS HEREBY RESOLVED that (1) the Council does hereby authorize the City Manager to enter into a Professional Services Agreement with INsite Networks, in a form approved by the City Attorney, for server administration support for an initial period of one year at a total cost not to exceed $180,000; and (2) the Council does hereby delegate to the City Manager the authority to extend such agreement for up to an additional two years at a total cost not to exceed an additional $180,000 per year, subject to the availability of funds appropriated by the Council through the City's normal budget process. I, ESTHER C. BEIRNE, Clerk of the City of San Rafael, hereby certify that the foregoing Resolution was duly and regularly introduced and adopted at a regular meeting of the City Council of said City held on Monday, the 3rd day of August, 2015 by the following vote, to wit: AYES: COUNCILMEMBERS: Bushey, Colin, Gamblin, McCullough & Mayor Phillips NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: None ESTHER C. BEIRNE, City Clerk AGREEMENT FOR PROFESSIONAL SERVICES FOR SERVER ADMINISTRATION SUPPORT This Agreement is made and entered into this IIO-(.f•day of November, 2015, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and INsite Networks, Inc., (hereinafter "CONTRACTOR"). UPCTTAi.0 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, THEREFORE, the parties hereby agree as follows: I . 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. Kirk Hylan 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 1 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. OWNERSHIPOF 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: 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: (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 4 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"), 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. 5 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. U\' -DEPENDENT CONTRACTOR. Gus Bush City of San Rafael 1400 Fifth Avenue San Rafael, CA 94901 Kirk Hylan P.O. Box 9809 San Rafael, CA 94912 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 terns 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 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. 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 WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. OF SAN RAFAEL CONTRACTOR By:0 TZ, City na r Name: 1` Title:�A* -C ATTEST: ESTHER C. BEIRNE, City Clerk APPROVED AS TO FORM: -; ROBERT F. EPSTEIN, City Attorney 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 ITD 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 performed 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 RESPONSIBLLfITIES 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. F 141004 InSite Networks, Inc. Certificate of Insurance (page 1 of 1) 09/30/2015 11:32:08 AM ACOR& CERTIFICATE OF LIABILITY INSURANCE ��. DATE 0/201/YYYY) 9/30/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER Techlnsurance ioi 1301 Central Expy. South, Suite 115 •o� Tech Insurance Allen, TX 75013 CONTACT NAME: PHCN o t . 800-668-7020 AIc No): (877) 826-9067 E -MAIL -ADDRESS: PRODUCER CUSTOMER INSURERS AFFORDING COVERAGE NAIC # INSURED INSURER A: The Hartford 30104 INSURER B: Philadelphia Indemnity Insurance Company 18058 InSite Networks, Inc. INSURER C: P.O. Box 9809 INSURER D San Rafael, CA 94912 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR OF INSURANCE ADDLSUBRTYPE INSR WVD POLICY NUMBER MM/DDS MMIDDIYYYY LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED PREMISES Ea occurrence $ 1,000,000 ✓ COMMERCIAL GENERAL UABILITY MED EXP (Any one person) $ 10,000 CLAIMS -MADE „✓.J OCCUR PERSONAL & ADV INJURY $ 1,000,000 A Yes Yes 46SBAUN7304 9/3012015 913012016 GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER, $ ✓ POLICY PRO ECj LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 ANY AUTO BODILY INJURY (Per person) $ ALL OWNED AUTOS BODILY INJURY (Peraccident) $ A ✓ SCHEDULED AUTOS HIRED AUTOS Yes Yes 46SBAUN7304 9130/2015 913012016 PROPERTY DAMAGE (Per accident) $ $ ✓ NON -OWNED AUTOS S UMBRELLA LIAR HOCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DEDUCTIBLE $ $ RETENTION S WORKERS COMPENSATION ✓ SSTATULIM - OTH- ER A AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVEY / N OFFICER/MEMBER EXCLUDED? FY] (Mandatory in NH) N/A Yes 46WECA02625 9/3012015 9130/2016 E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below I I I B Professional Liability (Errors and Omissions) TBA 84 CRL 1793 913012015 9130/2016 $2,000,0001$4,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is required) City San Rafael, its officers, agents, employees, and volunteers are named as Additional Insured as their interests may appear in regards to general liability and automobile liability. This insurance is primary and non-contributory to any other insurance provided as respects general liability and automobile liability. Waiver of subrogation in favor of City San Rafael, its officers, agents, employees, and volunteers with regard to the general liability and automobile liability, general liability and automobile liability, workers' compensation coverage. CFRTIFICATE HOLDER CANCELLATION ©1988-2009 ACORD CORPORATION. All rights reserved. ACORD 25 (2009/09) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City San Rafael THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 1400 Fifth Street ACCORDANCE WITH THE POLICY PROVISIONS. San Rafael, CA 94901 AUTHORIZED REPRESENTATIVE ©1988-2009 ACORD CORPORATION. All rights reserved. ACORD 25 (2009/09) The ACORD name and logo are registered marks of ACORD 04 This Spectrum Policy consists of the Declarations, Coverage Forms, Common Policy Conditions and any 73 other Forms and Endorsements issued to be a part of the Policy. This insurance is provided by the stock UN insurance company of The Hartford Insurance Group shown below. SBA INSURER: SENTINEL INSURANCE COMPANY, LIMITED ONE HARTFORD PLAZA, HARTFORD, CT 06155 COMPANY CODE: A Policy Number: 46 SBA UN7304 DX SPECTRUM POLICY DECLARATIONS Named Insured and Mailing Address: INSITE NETWORKS, INC. (No., Street, Town, State, Zip Code) PO BOX 9809 SAN RAFAEL CA 94912 Policy Period: From 09/30/15 To 09/30/16 1 YEAR 12:01 a.m., Standard time at your mailing address shown above. Exception: 12 noon in New Hampshire. Name of Agent/Broker: BIN INSURANCE HOLDINGS LLC/PHS Code: 505301 Previous Policy Number: NEW Named Insured is: CORPORATION Audit Period: ANNUAL Type of Property Coverage: SPECIAL Insurance Provided: In return for the payment of the premium and subject to all of the terms of this policy, we agree with you to provide insurance as stated in this policy. TOTAL ANNUAL PREMIUM IS: $566 IN RECOGNITION OF THE MULTIPLE COVERAGES INSURED WITH THE HARTFORD, YOUR POLICY PREMIUM INCLUDES AN ACCOUNT CREDIT. Countersigned by C� ue3an of C170� Authorized Representative 10/01/15 Date Form SS 00 02 12 06 Page 001 (CONTINUED ON NEXT PAGE) Process Date: 10/01/15 Policy Expiration Date: 09/30/16 SPECTRUM POLICY DECLARATIONS (Continued) POLICY NUMBER: 46 SBA UN7304 Location(s), Building(s), Business of Named Insured and Schedule of Coverages for Premises as designated by Number below. Location: 001 Building: oo1 1066 BEL MARIN KEYS BLVD NOVATO CA 94949 Description of Business: Internet Access & Service Provider Deductible: $ 500 PER OCCURRENCE BUILDING AND BUSINESS PERSONAL PROPERTY LIMITS OF INSURANCE BUILDING BUSINESS PERSONAL PROPERTY REPLACEMENT COST PERSONAL PROPERTY OF OTHERS REPLACEMENT COST MONEY AND SECURITIES INSIDE THE PREMISES OUTSIDE THE PREMISES Form SS 00 0212 06 Process Date: 10/01/15 NO COVERAGE NO COVERAGE Page 002 (CONTINUED ON NEXT PAGE) Policy Expiration Date: 09/30/16 SPECTRUM POLICY DECLARATIONS (Continued) POLICY NUMBER: 45 SBA UN7304 Location(s), Building(s), Business of Named Insured and Schedule of Coverages for Premises as designated by Number below. Location: 001 Building: 001 PROPERTY OPTIONAL COVERAGES APPLICABLE LIMITS OF INSURANCE TO THIS LOCATION TECHNOLOGY STRETCH FORM SS 40 12 THIS FORM INCLUDES MANY ADDITIONAL COVERAGES AND EXTENSIONS OF COVERAGES. A SUMMARY OF THE COVERAGE LIMITS IS ATTACHED. LIMITED FUNGI, BACTERIA OR VIRUS COVERAGE: FORM SS 40 93 THIS IS THE MAXIMUM AMOUNT OF INSURANCE FOR THIS COVERAGE, SUBJECT TO ALL PROPERTY LIMITS FOUND ELSEWHERE ON THIS DECLARATION. INCLUDING BUSINESS INCOME AND EXTRA EXPENSE COVERAGE FOR: Form SS 00 02 12 06 Process Date: 10/01/15 $ 50,000 30 DAYS Page 003 (CONTINUED ON NEXT PAGE) Policy Expiration Date: 09/30/15 SPECTRUM POLICY DECLARATIONS (Continued) POLICY NUMBER: 46 SBA UN7304 PROPERTY OPTIONAL COVERAGES APPLICABLE LIMITS OF INSURANCE TO ALL LOCATIONS ACTUAL LOSS SUSTAINED BUSINESS INCOME & EXTRA EXPENSE - SPECIFIED LIMIT COVERAGE: FORM SS 40 60 EQUIPMENT BREAKDOWN COVERAGE COVERAGE FOR DIRECT PHYSICAL LOSS DUE TO: MECHANICAL BREAKDOWN, ARTIFICIALLY GENERATED CURRENT AND STEAM EXPLOSION THIS ADDITIONAL COVERAGE INCLUDES THE FOLLOWING EXTENSIONS HAZARDOUS SUBSTANCES EXPEDITING EXPENSES MECHANICAL BREAKDOWN COVERAGE ONLY APPLIES WHEN BUILDING OR BUSINESS PERSONAL PROPERTY IS SELECTED ON THE POLICY IDENTITY RECOVERY COVERAGE FORM SS 41 12 Form SS 00 02 12 06 Process Date:10/01/15 $ 200,000 $ 50,000 $ 50,000 $ 15,000 Page004 (CONTINUED ON NEXT PAGE) Policy Expiration Date: 09/30/16 SPECTRUM POLICY DECLARATIONS (Continued) POLICY NUMBER: 46 SBA UN7304 BUSINESS LIABILITY LIABILITY AND MEDICAL EXPENSES MEDICAL EXPENSES -ANY ONE.PERSON PERSONAL AND ADVERTISING INJURY DAMAGES TO PREMISES RENTED TO YOU ANY ONE PREMISES AGGREGATE LIMITS PRODUCTS -COMPLETED OPERATIONS GENERAL AGGREGATE BUSINESS LIABILITY OPTIONAL COVERAGES HIRED/NON-OWNED AUTO LIABILITY TECHNOLOGY SERVICES COVERAGE - LIMITED: FORM SS 40 59 Form SS 00 02 12 06 Process Date: 10/01/15 LIMITS OF INSURANCE $1,000,000 $ 10,000 $1,000,000 $1,000,000 �� $1,000,000 Page005 (CONTINUED ON NEXT PAGE) Policy Expiration Date: 09/30/16 SPECTRUM POLICY DECLARATIONS (Continued) POLICY NUMBER: 46 SBA UN7304 Form Numbers of Forms and Endorsements that apply: SS 00 01 03 14 SS 00 38 04 04 SS 04 19 04 09 SS 04 39 07 05 SS 04 45 07 05 SS 04 86 03 00 SS 40 60 10 12 SS 41 62 06 11 SS 05 47 09 01 IH 99 41 04 09 SS 00 05 10 08 SS 00 45 12 06 SS 04 22 07 05 SS 04 41 04 09 SS 04 46 09 14 SS 40 12 09 07 SS 40 93 07 05 SS 41 63 06 11 SS 50 50 12 01 SS 38 25 12 07 SS 00 07 07 05 SS 84 24 09 07 SS 04 30 07 05 SS 04 42 09 07 SS 04 47 04 09 SS 40 18 07 05 SS 41 12 12 07 IH 10 01 09 86 SS 50 19 01 15 SS 83 76 01 15 SS 00 08 04 05 SS 01 21 06 14 SS 04 38 09 09 SS 04 44 07 05 SS 04 80 03 00 SS 40 59 10 08 SS 41 51 10 09 SS 05 18 07 92 IH 99 40 04 09 Form SS 00 02 12 06 Page 006 Process Date: 10/01/15 Policy Expiration Date: 09/30/16 POLICYNUMBER: 46 SBA UN7304 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - PERSON -ORGANIZATION CITY OF SAN RAFAEL, ITS OFFICERS, AGENTS, EMPLOYEES, AND VOLUNTEERS 425 N EL DORADO ST 1400 FIFTH STREET SAN RAFAEL, CA 94901 Form IH 1200 11 85 Printed in U.S.A. EXPIRATION DATE: 09/30/2016 THE "�*►� HARTFORD Select Customer Insurance Center 3600 WISEMAN BLVD. SAN ANTONIO TX 78251 Policyholder, please callus at: (866) 467-8730 Agent, please callus at: (866) 467-8730 SERVICE.TXQTHEHARTFORD.COM INSURANCE ENDORSEMENT ATTACHED *** PLEASE REVIEW THE CHANGE *** Enclosed is an endorsement for your business insurance policy. Please review it at your convenience. If you have questions or need to make further changes: Policyholder, please call us at: (866) 467-8730 Agent, please call usat: (866) 467-8730 between 7 A. M. and 7 P.M. CENTRAL TIME The premium billing will be mailed to you separately. You can expect to receive it soon. Thank you for allowing us to service your business needs. BIN INSURANCE HOLDINGS LLC/PHS THE HARTFORD SELECT CUSTOMER INSURANCE CENTER The Hartford Hartford Fire Insurance Company and its Affiliates One Hartford Plaza, Hartford, Connecticut 06155 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) This policy is subject to the following additional Conditions: A. If this policy is cancelled by the Company, other than for non-payment of premium, notice of such cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. B. If this policy is cancelled by the company for non- payment of premium, or by the insured, notice of such cancellation will be provided within ten (10) days of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to active certificate holder(s) who were issued a certificate of insurance applicable to this policy's term. Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives. Form SS 12 23 06 11 Page 1 of 1 © 2011, The Hartford THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. POLICY CHANGE This endorsement changes the policy effective on the Inception Date of the policy unless another date is indicated below: Policy Number: 46 SBA UN7304 DX Named Insured and Mailing Address; INSITE NETWORKS, INC. PO BOX 9809 SAN RAFAEL Policy Change Effective Date: 10/15/15 Policy Change Number: 001 Agent Name: BIN INSURANCE HOLDINGS LLC/PHS Code: 505301 CA 94912 Effective hour is the same as stated in the Declarations Page of the Policy. POLICY CHANGES: SENTINEL INSURANCE COMPANY, LIMITED ANY CHANGES IN YOUR PREMIUM WILL BE REFLECTED IN YOUR NEXT BILLING STATEMENT.IF YOU ARE ENROLLED IN REPETITIVE EFT DRAWS FROM YOUR BANK ACCOUNT, CHANGES IN PREMIUM WILL CHANGE FUTURE DRAW AMOUNTS. THIS IS NOT A BILL. NO PREMIUM DUE AS OF POLICY CHANGE EFFECTIVE DATE FORM NUMBERS OF ENDORSEMENTS ADDED AT ENDORSEMENT ISSUE: SS 12 23 06 11 PRO RATA FACTOR: 1.000 THIS ENDORSEMENT DOES NOT CHANGE THE POLICY EXCEPT AS SHOWN. Form SS 1211 04 05 T Page ool Process Date: 10/20/15 Policy Effective Date: 09/30/15 Policy Expiration Date: 09/30/16 PROFESSIONAL SERVICES AGREEMENT/CONTRACT COMPLETION CHECKLIST AND ROUTING SLIP 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 agreements/contracts (not just those requiring City Council approval). This process should occur in the order presented below. Step Responsible Description Completion Department Date 1 City Attorney Review, revise, and comment on draft I.- agreement. 7/28/15 2 Contracting Department Forward final agreement to contractor for 91-14" their signature. Obtain at least two signed r 11/3/2015 originals from contractor. 3 Contracting Department Agendize contractor -signed agreement for Council approval, if Council approval necessary (as defined by City Attorney/City Completed Ordinance*). 8/3/2015 4 City Attorney Review and approve form of agreement; 4�^"'fi 6 bonds, and insurance certificates and endorsements.s'' 5 City Manager / Mayor / or Agreement executed by Council authorized Department Head official. 6 City Clerk City Clerk attests signatures, retains original agreement and forwards copies to the ,4 y contracting department. < <\ � To be completed by Contracting Department: Project Manager: _Gus Bush, IT Manager Project Name:_INsite Networks Agendized for City Council Meeting of (if necessary): _Aug 3, 2015 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. k� f TO / I,,ll%n- o� sacs`; ROUTING SLIP / APPROVAL FORM INSTRUCTIONS: Use this cover sheet with each submittal of a staff report before approval by the City Council. Save staff report (including this cover sheet) along with all related attachments in the Team Drive (T:) 4 CITY COUNCIL AGENDA ITEMS 4 YEAR 4 MEETING DATE -> TOPIC Agenda Item # 2,, C Date of Meeting: 8/3/2015 From: Gus Bush Department: Management Services - IT Date: 7/24/2015 Topic: Server Administration Support Subject: Resolution authorizing the City Manager to enter into a Professional Services Agreement with INsite Networks for server administration support. Type: ® Resolution ❑ Ordinance ® Professional Services Agreement ❑ Other: APPROVALS ❑ Department Director Remarks: ® Finance Director Remarks: ® City Attorney Remarks: LG approved 7/23/15, with minor formatting change to Staff report, thanks. ® City Manager Remarks: JS approved 7/25 with change to topic sentence to reflect contract AGREEMENT FOR PROFESSIONAL SERVICES FOR SERVER ADMINISTRATION SUPPORT This Agreement is made and entered into this day of August, 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, 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. Kirk Hylan 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. TERM OF AGREEMENT. The term of this Agreement shall be for 1 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 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. 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 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: 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 01 04 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: (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"), 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. s 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. INDEPENDENT CONTRACTOR. Gus Bush City of San Rafael 1400 Fifth Avenue San Rafael, CA 94901 Kirk Hylan P.O. Box 9809 San Rafael, CA 94912 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 teens 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 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. 20. COSTS AND ATTORNEY'S 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 WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL CONTRACTOR an JIM SCHUTZ, City Manager Name: Title: ATTEST: ESTHER C. BEIRNE, City Clerk APPROVED AS TO FORM: ROBERT F. EPSTEIN, City Attorney 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 ITD 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 performed by technicians during the course of providing support. - Ensure technicians document work performed in the ITD help desk management software system, 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. E