HomeMy WebLinkAboutCC Resolution 13717 (Virtual Tuneup)RESOLUTION NO. 13717
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN
RAFAEL TO AUTHORIZE THE CITY MANAGER TO ENTER
INTO A PROFESSIONAL SERVICES AGREEMENT WITH
VIRTUAL TUNEUP AT A TOTAL COST NOT TO EXCEED $62,400
WHEREAS, the City needs assistance with the analysis and execution of business
processes for the Information Technology Division (IT) with the goal of improving those
processes; and
WHEREAS, Virtual Tuneup is experienced with business process analysis as it pertains
to IT help desk operations and can provide recommendations, planning, and execution assistance;
and
WHEREAS, the City wishes to enter into a professional services agreement with Virtual
Tuneup for IT help desk consulting services,
NOW, THEREFORE, IT IS HEREBY RESOLVED that (1) the Council does hereby
authorize the City Manager to enter into a professional services agreement with Virtual Tuneup
at an initial cost of $21,600; and (2) the Council authorizes the City Manager to extend the
agreement as needed on a month -by -month basis for additional costs not to exceed $40,800.
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 5th day of May, 2014 by the following vote, to wit:
AYES: COU?vCIL.MEMBERS: Bushey, Colin, Connolly, McCullough & Mayor Phillips
NOES: COUNCILMEMBERS: None
ABSENT: COUNCILMEMBERS: None
ESTHER C. BEIRNE, City Clerk
AGREEMENT FOR
INFORMATION TECHNOLOGY HELP DESK CONSULTING
This Agreement is made and entered into this day of May, 2014, by and between the
CITY OF SAN RAFAEL (hereinafter "CITY'), and David P. Roualdes d.b.a Virtual
TuneUp, a sole proprietorship (hereinafter "CONTRACTOR").
RECITALS
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 processes. 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.
WHEREAS, 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:
1. PROJECT COORDINATION
A. CITY. The City Manager shall be the representative of the CITY for all purposes
,zalder this Agreement. The City Manager has authority to represent the Citv in
any and all decisions regarding any issues under the Agreement. The IT IN'lanager
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.
13. CONTRACTOR. CONTRACTOR shall assign a single PROJECT DIRECTOR to
have overall responsibility for the progress and execution of this Agreement for
Page I of 8
CONTRACTOR. David Roualdes 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. The PROJECT DIRECTOR designee shall be subject to
the prior mitten approval of the PROJECT MANAGER.
2. DUTIES OF CONTRACTOR.
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.
3. DUTIES OF CITY.
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.
4. COMPENSATION.
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 9 weeks. CONTRACTOR shall be paid $120 per hour,
for an initial cost not to exceed $21,600. CONTRACTOR shall submit an
itemized invoice of billable hours to CITY at the end of every two week
work period, which will be payable upon receipt.
5. TERM OF AGREEMENT
The term of this Agreement shall be for up to two months commencing on Mav
1; 2014, and ending on or before June 30, 2014. Upon mutual agreement of the
parties, and subject to the approval of the City Manager (or City Council, if
appropriate), the term of this Agreement shall be extended on a month by month
basis for additional periods up to June 30, 2015.
Page 2 of 8
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 anv of their respective obligations hereunder,
without the prior written consent of the other party, and any attempt to so assign
this Agreement or anv rights, duties or obligations arising hereunder shall be
void and of no effect.
Page 3 of 8
10. INSURANCE
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 CONTRACTOR'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
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
J
policies except upon ten (10) dans 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
Page 4 of 8
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 liabilitv 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, attorney's fees and defense
expenses.
11. INDEMNIFICATION
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
attorney's fees, arising out of or resulting in any wav, in whole or in part, from
anv 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.
Page 5 of 8
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: TO CONTRACTOR:
Gus Bush
David Roualdes
Project Manager
Project Director
City of San Rafael
Virtual TuneUp
1400 Fifth Ave. (P.O. Box 151560)
642 Tamarack Drive
San Rafael, CA 94915-1560
San Rafael, CA 94903
Page 6 of 8
16. INDEPENDENT CONTRACTOR
For the purposes, and for the duration, of this Agreement, CONTRACTOR, its
officers, agents and employees shall act in the capacity of an Independent
Contractor, and not as employees of the CITY. CONTRACTOR and CITY
expressly intend and agree that the status of CONTRACTOR, its officers, agents
and employees be that of an Independent Contractor and not that of an
employee of CITY.
17. ENTIRE AGREEMENT — AMENDMENTS
A. The terms and conditions of this Agreement, all exhibits attached, and all
documents expressly incorporated by reference, represent the entire Agreement
of the parties with respect to the subject matter of this Agreement.
B. This written Agreement shall supersede any and all prior agreements, oral or
written, regarding the subject matter between the CONTRACTOR and the CITY.
C. No other agreement, promise or statement, written or oral, relating to the subject
matter of this Agreement, shall be valid or binding, except by way of a written
amendment to this Agreement.
D. The terms and conditions of this Agreement shall not be altered or modified
except by a written amendment to this Agreement signed by the CONTRACTOR
CI
and the TY.
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 anv 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 anv other term, covenant, condition, ordinance, law or
Page 7 of 8
20
21
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.
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.
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
Nanev Mackle, City 'Manager
ATTEST:
Esther C. Beirne, Cit-, Clerk
CONTRACTOR
David Roualdes, Contractor
APPROVED AS TO FORM:
Robert F. Epstein, Citv Attornev
Page 8of8