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AGREEMENTFOR
PROFESSIONAL CONSULTING SERVICES I
This Agreement, made and entered into this 5th day of September, 2013 ("Effective
Date"), by and between CITY OF UKIAH, CALIFORNIA, hereinaNer referred to as "City" and
Convergent Computing, a corporation organized and in good standing under the laws of the
state of California, hereinafter referred to as "Consultant".
RECIT/��S
This Agreement is predicated on the following facts: �
a. City requires consulting services related to providing information technology services
consisting of software, system, and/or network maintenance support on an on-call, as-
' needed basis.
b. Consultant represents that it has the qualifications, skills, experience and properly
licensed to provide these services, and is willing to provide them according to the terms
of this Agreement.
a City and Consultant agree upon the Scope-of-Work and Work Schedule attached hereto
i as Attachment "A", describing contract provisions for the project and setting forth the
completion dates for the various services to be provided pursuant to this Agreement.
TERMS OF AGREEMENT
1.0 DESCRIPTION OF PROJEGT
1.01 The Project is described in detail fn the attached Scope-of-Work (Attachment"A"). !
2.0 SCOPE OF SERVICES
2.01 As set forth in Attachment "A".
2.02 Additional Services Additional services, if any, shall only proceed upon written
agreement between Ci[y and Consultant. The written Agreement shall be in the form of
an Amendment to this Agreement
3.0 CONDUCT OF WORK
3.01 Term. The term of this agreement begins on the Effective Date and shall continue for an
indefinite term and until terminated in accordance with paragraph 7.09.
3.02 Time of Completion. Consultant shali commence performance of services as required
by the Scope-of-Work upon receipt of a Notice to Proceed from Ciry. Consultant shall
complete each task to the City's reasonable satisfaction, even i! contract disputes arise I
or Consultant contends it is entitled to further compensation.
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, 4.0 COMPENSATION FOR SERVICES i
4.01 Basis for Compensation. For the performance of the professional services of this
, Agreement, Consultant shall be compensated on a time and expense basis. Labor
charges shall be based upon hourly billing rates for the various classifications of
, personnel employed by Consultant to perform the Scope of Work as set forth in the
attached Attachment B, which shall include all indirect costs and expenses of every kind I
or nature, except direct expenses. The direct expenses and the fees to be charged for
same shall be as set forth in Attachment B. The specifics of the requested servfces,
time frame, and costs will be established with each service requested by the City under
ihe Scope of Work identified in Attachment"A".
4.02 Chanqes. Should changes in compensation be required because of changes �o the
Scope-of-Work of this Agreement, the parties shall a ree in writi�ng,�to any��_c_ha__n�q�es�in ��
compensation. "Changes to the Scope-of-Work" mea�nsdi erff"""e`ri�c�ities a'�'�`�i n os'tFi e
described in Attachment "A" and not 2ddition2l time to complete those activities than the
parties anticipated on the date they entered this Agreement.
4.03 Sub-contractor PavmenL The use of sub-consullanls or other services to perform a
portion of the work of this Agreement shall be approved by City prior to commencement
oi work. -The cost of sub-consultants shall be included within guaranteed not-to-exceed I
amount set forth in Section 4.1. I
4.04 Terms of Pavment. Payment to Consultant for services rendered in accordance with this
conlract shall be based upon submission of weekly invoices for the work satisfactorily
performed prior to the date of the invoice less any amount already paid to Consultant,
which amounts shall be due and payable thirty (30) days after receipt by City. The
invoices shall provide a description of each item of work performed, the time expended
to perform each task, the fees charged for that task, and the direct expenses incurred
and billed for. Invoices shall be accompanied by documentation sufficient to enable City
to determine progress made and to support the expenses claimetl.
5.0 ASSURANCES OF CONSULTANT I
5.01 Independent Contractor. Consultant is an independent contractor and is solely
responsible for its acts or omissions. Consultant (including its agents, servants, and
employees) is not the City's agent, employee, or representative for any purpose.
It is the express intention of the parties hereto that Consultant is an independent
contractor and not an employee, joint venturer, or pariner of Clty for any purpose
whatsoever. City shall have no right to, antl shall not control the manner or prescribe the
method of accomplishing those services contracted to and performed by ConsWtant
under this Agreement, and the general public and all governmental agencies regulating
such activity shall be so informed.
Those provisions of this Agreement that reserve ultimate authority in City have been
inserted solely to achieve compliance with federal and state laws, rules, regulations, and
interpretations thereof. No suCh provisions and no other provisions of this Agreement
shall be interpreted or construed as creating or establishing the relationship of employer
and employee between Consultant and City.
Consultant shall pay all estimated and actual federal and state income and self-
employment taxes that are due the state and federal govemment and shall furnish and I
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pay worker's compensation insurance, unemployment insurance and any other benefits
required by law for himself and his employees, if any. Consultant agrees to indemnify
and hold City and Its officers, agents and employees harmless from and against any
claims or demands by federal, state or local government agencies for any such taxes or
benefits due but not paid by Consultant, including the legal costs associated with
defending against any audit, claim, demand or law suit.
Consultant warrants and represents that it is a properly licensed professional or
professional organization with a substantial investment in its business and that it
maintains its own offices and staff which it will use in performing under this Agreement.
5.02 Conflict of Interest. Consultant understands that its professional responsibility is solely
to City. Consultant has no interest and will not acquire any direct or indirect interest that
would conflict with its performance of the Agreement. Consultant shall not in lhe
°i performance of this Agreement employ a person having such an interest. If the City I
Manager determines that the Consuftant has a disclosure obligation under the City's
local conflict of interest code, the Consultant shall file the required disclosure form with I
the City Clerk within 10 days of being notified of the City Manager's determination.
6.0 INDEMNIFICATION
6.01 Insurance Liabilitv. Without limiting ConsultanYs obligations arising under Paragraph 6.2
Consultant shall not begin work under this Agreement until it procures and maintains for
the full period of time allowed by law, surviving the termination of this Agreement
insurance against claims for injuries to persons or damages to property, which may arise I
from or in connection with its performance under this Agreement. i
A. Minimum Scope of Insurance Ii
Coverage shall be at least as broad as: II
1. Insurance Services Office ("ISO) Commercial General Liability Coverage i
Form No. CG 20 10 10 01 and Commercial General Liability Coverage — I
Completed Operations Form No. CG 20 37 10 01. I
2. ISO Form No. CA 0001 (Ed. 1/87) covering Automobile Liability, Code 1 I
"any auto" or Code 8, 9 if no owned autos and endorsement CA 0025. I
3. Worker's Compensation Insurance as required by the Labor Code of the
State of California and Employers Liability Insurance.
4. Errors and Omissions liability insurance appropriate to the conswtant's
profession. Architects' and engineers' coverage is to be endorsed to
include contractual liability.
B. Minimum Limits of Insurance
Consuitant shall maintain limits no less than:
1. General Liabilitv: $1,000,000 combined single limit per occurrence for
bodily injury, personal injury and property damage including operations,
products and completed operations. If Commercial General Liability
Insurance or other form with a general aggregate limit is used, the
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general aggregate limit shall apply separately to the work performed I
under this Agreement, or the aggregate limit shall be twice the prescribed
per occurrence limit.
2. Automobile LiabilitY: $�,000,000 combined single limit per accident for
bodily injury and property damage.
3. Worker's Compensation and Emplovers Lia6ilitv' Worker's compensation
limits as required by the Labor Code of the State of California and
Employers Liability limits of$1,000,000 per accident.
4. Errors and Omissions liabilltv: $1,000,000 per occurrence.
,, „ „ C. Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by
the City. At the option of the City, either the insurer shall reduce or eliminate
such deductibles or self-insured retentions as respects to the City, its officers,
officials, employees and volunteers; or the Consultant shail procure a bond
guaranteeing payment of losses and related investigations, claim administration
and defense expenses.
D. Other Insurance Provisions
The policies are to contain, or be endorsed to contain, the following provisions: I
1. General LiabilitV and Automobile LiabiliN Coveraqes
a. The City, it officers, officials, employees and volunteers are to be
covered as additional insureds as respects; liability arising out of �
activities performed by or on behalf of the Consultant, products
and completed operations of the Consultant, premises owned,
occupied or used by the Consultant, or automobiles owned, hired
or borrowed by the Consultant for the full period of time allowed by
law, surviving the termination of this Agreement. The coverage
shall contain no special limitations on the scope-of-protection
afforded to the City, its officers, officials, employees or volunteers.
b. The Consultant's insurance coverage shall be primary insurance
as respects to the City, its officers. officials, employees and
volunteers. Any insurance or self-insurance maintained by the
City, its officers, officials, employees or volunteers shall be in
excess of the Consultant's insurance and shall not contribute with
it.
c. Any failure to comply with reporting provisions of the policies shall
not affect coverage provided to the Gity, its officers, officials,
employees or volunteers.
d. The ConsultanYs insurance shall apply separately to each Insured
against whom claim is made or suit is brought, except with respect
to the limits of the insurer's liability.
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2. Worker's Compensation and Em�lovers Liabilitv Coveraae
The insurer shall agree to waive all rights of subrogation against the City,
its officers, officials, employees and volunteers for losses arising from
ConsultanYs performance of the work, pursuant to this Agreement.
3. Professional Liabilitv Coveraqe
If written on a claims-made basis, the retroactivity date shall be the
effective date of this Agreement. The policy period shall extend from the
Effective Date to one year after the termination of this Agreement.
4. All Coveraqes I
Each Insurance policy required by this clause shall be endorsed to state �
that coverage shall not be suspended, voided, canceled by either party,
reduced in coverage or in limits except after thirty (30) days prior written
notice by certified mail, retum receipt requested, has been given to the
City.
E. Acceptabilitv of Insurers
Insurance is to be placed with admitted California insurers with an A.M. BesYs
rating of no less than A- for financial strength, AA for long-term credit rating and
AMB-1 for short-term credit rating.
F. Verification of Coveraae
Consultant shall furnish the City with Certificates of Insurance and with original
Endorsements effecting coverage required by this Agreement. The Certifcates
and Endorsements for each insurance policy are to be signed by a person
authorized by that insurer to bind coverage on its behalf. The Certificates and
Endorsements are to be on forms provided or approved by the City. Where by
statute, the City's Workers' Compensation - related forms cannot be used,
equivalent forms approved by the Insurance Commissioner are to be substituted.
All Certificates and Endorsements are to be received and approved by the City
before Consultant begins the work of this Agreement. The City reserves the right
to require complete, certified copies of all required insurance policies, at any
time. If Consultant fails to provide the coverages required herein, the City shall
have the right, but not the obligation, to purchase any or all of them. In that
event, the cost of insurance becomes part of the compensation due the
contractor after notice to Consultant that City has paid the premium.
G. Subcontractors
Consultant shall include all subcontractors or sub-consultants as insured under
its policies or shall furnish separate certificates and endorsements for eacYi sub-
contractor or sub-consultant. All coverage for sub-contradors or sub-consultants
shall be subject to all insurance requirements set forth in this Paragraph 6.1.
6.02 Indemnification. Notwithstanding the foregoing insurance requirements, and in aCdition
thereto, Consultant agrees, for the full period of time allowed by law, surviving the
termination of this Agreement, to indemnify the City for any claim, cost or liability that
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arises out of, or pertains to, or relates to any negligent act or omission or the willful i
rnisconduct o( Consultant in lhe performance of services under this contract by
Consultant, but this indemnity does not apply to liability for damages for death or bodily ,
injury to persons, injury to property, or other loss, arising from the sole negligence or
wiliful misconduct of the City.
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"Indemnify," as used herein includes the expenses of defending against a claim and the
payment of any settlement or judgment arising out of the claim. Defense costs include
all costs associated with defending the claim, including, but not limited to, the fees of I
attorneys; investigators, consultants, experts and expert witnesses, and litigation
expenses.
References in lhis paragraph to City or Consultant, include their officers, employees,
agents, and subcontractors.
7.0 CONTRACT PROVISIONS
7.01 Ownership of Work. All documents fumished to ConsWtant by City and all documents or
reports and supportive data prepared by Consultant under this Agreement are owned
and become the property of the City upon their creation and shall be given to City
immediately upon demand and at the completion of Consultant's services at no
additional cost to City. Deliverables are identified in the Scope-of-Work, Attachment "A".
All documents produced by Consultant shall be furnished to City in digital format and
hardcopy. Consultant shall produce the digital format, using software and media
approved by City.
7.02 Non-Disclosure of Citv data. In the course of performing IT consulting services to City,
Consultant may have access to data maintained on the City's computer systems. While
information in the City's system may be subject to disclosure under the California Public
Records Act or olher laws, there are numerous exemptions to public disclosure,
including City data about individuals and businesses. For this reason, the City must have
strict control over the disclosure of any information on its computer systems. To insure
that Consultant will no[ disclose information it may access in the course of pertorming
consulting services to the City ("City data"), Consultant agrees that it will not disclose
City data and will only use any such data to perform its consulting services for City.
Consultant represents, warrants, and covenants that it:
A. Shall process, use, maintain and disclose City data only as necessary to
perform its consulting services under this Agreement and only in accordance
with this Agreement;
B. Shall not disclose any City data to any third party (including to the subject of i
such information) or any employee or agent of Consultant ("Representative") I
who does not have a need the City data to pertorm Consultant's services
under this Agreement;
C. Shall implement and maintain an appropriate written information security
program, the terms of which shall meet or exceed the requirements for
financial institutions under state and federal laws, to (i) ensure the security
and confidentiality of all information provided by City, including City data
(collectively, the "information"), (ii) protect against any threats or hazards to
the security or integrity of information, including unlawful destruction or
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accidental loss, alteration and any other form of unlawful processing, and (iii)
prevent unauthorized access to, use, or disclosure of the information;
D. Shall immediately notify City in writing if it becomes aware of (i) any �
disclosure or use of any information by it or its Representatives in breach of
this Section, (ii) any disclosure of any information to it or its Representatives
where the purpose of such disclosure is not known, (iii) any request for
disclosure or inquiry regarding the information from a third party, and (iv) any
change in applicable law that is likely to have a substantial adverse effect on
Vendor's ability to comply with this Article;
E. Shall cooperate with City in the event of litigation or a regulatory inquiry
concerning the information and shall abide by the advice of City with regard
to the processing of such information;
F. At City's direction at any time, and in any event upon any termination or I
expiration of the Agreement, shall immediatery retum to City any or all
information and shall destroy all records of such information;
G. Upon completion of any Task Order, shall retum to City any or all applicable
information which is not necessary for the performance of another pending
Task Order or destroy all records of such information; and
City reserves the right to review ConsW[anPs policies and procedures used to maintain I
the security and confidentiality of information, including auditing Consultant and its
Representatives concerning such policies and procedures. The provisions of this
Section, are in addition to, and shall not limit any other confidentiality obligations under
the Agreement. Vendor also agrees that it shall cause its Representatives to act in
accordance with this Section 72.
7.03 Governinq Law. Consultant shall comply with the laws and regulations of the United
States, the State of Califomia, and all local governments having jurisdiction over this
Agreement. The interpretation and enforcement of this Agreement shall be governed by
Califomia law and any action arising under or in connection with this Agreement must be
filed in a Court of competent jurisdiction in Mendocino County. i
7.04 Entire Aqreement. This Agreement plus its Attachment�s) and executed Amendments I'�,
set forth the entire understandfng between the parties.
7.05 Severabilitv. If any term of this Agreement is held invalid by a court of competent
jurisdiction, the remainder of this Agreement shall remain in effect.
7.06 Modification. No modification of this Agreement is valid unless made with the agreement
of both parties in writing. '�
7.07 Assiqnment. ConsultanYs services are considered unique and personal. Consultant
shall not assign, transfer, or sub-contract its interest or obligation under all or any portion
of this Agreement without City's prior written consent.
7.08 Waiver. No waiver of a breach of any covenant, term, or condition of this Agreement I
shall be a waiver of any other or subsequent breach of the same or any other covenant,
term or condition or a waiver of the covenant, term or condition itself.
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7.09 Termination. This Agreement may only be terminated by either party: 1) for breach of
the Agreement; 2) because funds are no longer available to pay Consultant for services
provided under this Agreement; 3) City has abandoned and does not wish to complete
the project for which Consultant was retained; or 4) by either party without cause on
thirty (30) days prior written notice to the other party. A party shall notify the other party
of any alleged breach of lhe Agreement and of the action required to cure the breach. If
the breaching party fails to cure the breach within the time specified in the notice. the
contract shall be terminated as of that time. If terminated for lack of funds, abandonment
of the project or withou[ cause, the contract shall terminate as provided in the notice.
City shall pay the Consultant only for services performed and expenses incurred as of
the effective termination date. In such event, as a condition to payment, Consultant shall
provide to City all finished or unfinished documents, data, studies, surveys, drawings,
maps, models, photographs and reports prepared by the Consultant under this
Agreement. Consultant shall be entitled to receive just and equitable compensation for
any work satisfactorily completed hereunder, subject to off-set for any direct or
consequential damages City may incur as a result of ConsultanYs breach of contract.
8.0 Du�licate Oriqinals. This Agreement may be executed in duplicate originals, each
bearing the original signature of the parties. When so signed, each such document shall
be admissible in administrative or judicial proceedings as proof of the terms of the
Agreement between lhe parties.
8.01 NOTICES
Any notice given under this Agreement shall be in writing and deemed given when
personally delivered or deposited in the mail (certified or registered) addressed to the
parties as follows:
CITY OF UKIAH CONVERGENT COMPUTING
ATTN: SAGE SANGIACOMO ATTN: RAND MORIMOTO
300 SEMINARY AVENUE 1450 MARIA LANE, SUITE 400
UKIAH, CALIFORNIA 95482-5400 WALNUT CREEK, CA 94596
9.0 SIGNATURES
IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date:
CONVE NT PUT G
BY: .:
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Date
PRINTNAME: �� �°"�/�/°�/"''O� � �- SO\b�lJ�t.'��
IRS IDN Number
CITY OF UKIAH / i
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i BY: � �� ..�� %��' '
Y MANAGER Date
ATTES�T
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CITV CLERK Date ,
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ATTACHi�IENT "A"-SCOPE OF VVORK
Consultant is to provide inYormation teclinology services consisting of soR��are,
system, anc1,'or nctwork maintenance suppori on an as needzd basis.
Consultant is to provide e�uergency assistance on a best eCCort basis to trouble-
shoot and resolve unexpected network, system, and software issues.
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A'i"1'ACH.�VIEN'1' "B" —FEE SCHEDULE
• All work perfornied will be billable on a tima and materials basis, at a hourly rate
of�225, during normal business hours between 8a a�d Sp, Monday thru Friday.
• In the event afterhours and/or wzekend/holiday work is required, the premium
hourly rate at 1.Sx (or S337.50) will be applied
• Should onsite travel be involved, vavel and lodging expenses may be required.
Huwever, the xrrangernenl discus�ed is to provide assistance via remute-xccess.
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