HomeMy WebLinkAboutNovacoast, Inc. 2013-12-05 Cpi,c� �3 i�t- �a,lo
AGREEMENTFOR
PROFESSIONAL CONSULTING SERVICES
This Agreement, made and entered into this 5th day of December, 2013 ("Effective
Date"), by and between CITY OF UKIAH, CALIFORNIA, hereinafter referred to as "City" and
Novacoast, Inc., a corporation organized and in good standing under the laws of the state of
California, hereinafter referred to as "ConsultanY'.
RECITALS
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.
TERMS OF AGREEMENT
1.0 DESCRIPTION OF PROJECT
1.01 The Project is described in detail in Recital C.
2.0 SCOPE OF SERVICES
2.01 1. Provide as needed assistance in Novacoast specialty areas.
2. Provide emergency assistance as needed with 2 hour initial response time.
For non-emergency services City of Ukiah can contact their Client Executive with a
description of the assistance needed. Novacoast will provide an estimate of time and
brief scope of work that will be agreed upon prior to work starting.
Client Executive: Chuck Blaskoski - (916) 502-5924 —cblaskoski@novacoast.com
Backup: Forrest Evans — (805) 895-0206 —fevans(a�novacoast.com
For Emergency services City of Ukiah can contact the Novacoast RMS desk. This desk
is monitored/managed 24 hours a day and can provide a call back within 2 hours. This
team can then use extensive internal resources to get City of Ukiah the help needed to
address their emergency. Any emergency call placed to this team will result in a 2 hour
charge in addition to any engineering time required to address the emergency.
2.2. Additional Services. Additional services, if any, shall only proceed upon written
agreement between City 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
9E-PmtSvcsAyrccmenb Novembcr]0.^_008
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3.02 Time of Completion. Consultant shall commence performance of services as required
by the Scope-of-Work upon receipt of a Notice to Proceed from City. Consultant shall
complete each task to the City's reasonable satisfaction, even if contract disputes arise
or Consultant contends it is entitled to further compensation.
4.0 COMPENSATION FOR SERVICES
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 as follows:
$175.00/ hour plus travel expenses at actual cost.
4.02 Chanqes. Should changes in compensation be required because of changes to the
Scope-of-Work of this Agreement, the parties shall agree in writing to any changes in
compensation. "Changes to the Scope-of-Work" means different activities than those
described in Attachment "A" and not additional time to complete those activities than the
parties anticipated on the date they entered this Agreement.
4.03 Sub-contractor Pavment. The use of sub-consultants or other services to perform a
portion of the work of this Agreement shall be approved by City prior to commencement
of work. The cost of sub-consultants shall be included within guaranteed not-to-exceed
amount set forth in Section 4.1.
4.04 Terms of Pavment. Payment to Consultant for services rendered in accordance with this
contract shall be based upon submission of monthly 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 claimed.
5.0 ASSURANCES OF CONSULTANT
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 venture, or partner of City for any purpose
whatsoever. City shall have no right to, and shall not control the manner or prescribe the
method of accomplishing those services contracted to and performed by Consultant
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 government and shall furnish and
Sid-ProfSresnyreemem-Nwembcr 2u,2008
PAGE20F)
pay worker's compensation insurance, unemployment insurance and any other benefits
required by Iaw 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 the
performance of this Agreement employ a person having such an interest. If the City
Manager determines that the Consultant has a disclosure obligation under the City's
local conflict of interest code, the Consultant shall file the required disclosure form with
the City Clerk within 10 days of being notified of the City Manager's determination.
5.03 Non-Solicitation. Without the prior written consent of Consultant, neither City nor any of
its affiliates will, for a period of one (1) year following the termination of this Agreement,
solicit for employment or employ any employee of Consultant. If City violates the terms
of this section, City will pay within ten (10) days of retention of Consultant employee a
lump sum fee equal to 20% of the previous year's earnings (including commission and
bonus payments) of the employee at the time of separation from Consultant.
6.0 INDEMNIFICATION
6.01 Insurance Liability. Without limiting ConsuitanYs 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
from or in connection with its performance under this Agreement.
A. Minimum Scope of Insurance
Coverage shall be at least as broad as:
1. Insurance Services Office ("ISO) Commercial General Liability Coverage
Form No. CG 20 10 10 01 and Commercial General Liability Coverage —
Completed Operations Form No. CG 20 37 10 01.
2. ISO Form No. CA 0001 (Ed. 1/87) covering Automobile Liability, Code 1
"any auto" or Code 8, 9 if no owned autos and endorsement CA 0025.
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 consultanYs
profession. Architects' and engineers' coverage is to be endorsed to
include contractual liability.
B. Minimum Limits of Insurance
Std-ProfSvcsAyreemevb November 20,2un8
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Consultant 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
general aggregate limit shall apply separately to the work performed
under this Agreement, or the aggregate limit shall be twice the prescribed
per occurrence limit.
2. Automobile Liabilitv: $1,000,000 combined single limit per accident for
bodily injury and property damage.
3. Worker's Compensation and Emplovers Liabilitv: �Norker'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 liabilitv: $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 shall 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:
1. General Liability and Automobile Liability Coveraqes
a. The City, it o�cers, 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 ConsultanYs 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 ConsultanYs insurance and shall not contribute with
it.
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c. Any failure to comply with reporting provisions of the policies shall
not affect coverage provided to the City, 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.
2. Worker's Compensation and Employers Liability Coveraqe
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
Each Insurance policy required by this ciause 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, return receipt requested, has been given to the
City.
E. Acceptability 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 Coveraqe
Consultant shall furnish the City with Certificates of Insurance and with original
Endorsements effecting coverage required by this Agreement. The Certificates
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
sia-r.ors��:nsre�mem-No.emne�zo,zoox
rncESOF�
Consultant shall include all subcontractors or sub-consultants as insured under
its policies or shall furnish separate certificates and endorsements for each sub-
contractor or sub-consultant. All coverage for sub-contractors 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 addition
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
arises out of, or pertains to, or relates to any negligent act or omission or the willful
misconduct of Consultant in the 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
willful misconduct of the City.
"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
attorneys, investigators, consultants, experts and expert witnesses, and litigation
expenses.
References in this paragraph to City or Consultant, include their officers, empioyees,
agents, and subcontractors.
7.0 CONTRACT PROVISIONS
7.01 Ownership of Work. All documents furnished to Consultant 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 compietion of ConsultanYs 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 other 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 not disclose information it may access in the course of performing
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
such information) or any empioyee or agent of Consultant ("Representative")
who does not have a need the City data to perform ConsultanYs services
under this Agreement;
S�d-ProtSvcsA¢rccmcnF No�cmbcr 20,?JOB
PAGE60F9
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
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
expiration of the Agreement, shall immediately return to City any or ail
information and shall destroy ail records of such information;
G. Upon completion of any Task Order, shall return to City any or all applicabie
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 Consultant's policies and procedures used to maintain
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 fimit any other confidentiality obligations under
the Agreement. Vendor also agrees that it shall cause its Representatives to act in
accordance with this Section 7.02.
7.03 Governinq Law. Consultant shall comply with the laws and regulations of the United
States, the State of California, and all local governments having jurisdiction over this
Agreement. The interpretation and enforcement of this Agreement shall be governed by
California law and any action arising under or in connection with this Agreement must be
filed in a Court of competent jurisdiction in Mendocino County.
7.04 Entire Aqreement. This Agreement plus its Attachment(s) and executed Amendments
set forth the entire understanding between the parties.
7.05 Severability. 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.
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PAGE)OFJ
7.07 Assi n�. 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
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.
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 the 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 shali be terminated as of that time. If terminated for lack of funds, abandonment
of the project or without 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 ail 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.
7.10 Duplicate 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 the parties.
8.0 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 NOVACOAST, INC.
ATTN: SAGE SANGIACOMO ATTN: CHUCK BLASKOSKI
300 SEMINARY AVENUE 1505 CHAPALA STREET
UKIAH, CALIFORNIA 95482-5400 SANTA BARBARA, CA 93101
9.0 SIGNATURES
IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date:
NOVACOAST, INC
BY: /�..� I�-/�I� �
Date
PRINT NAME: Janice Newlon 77-0443920
IRS IDN Number
CITY OF UKIAH
BY: v /Iw� �!' /.r /r � l �
ITY MA Date
S�d-ProlSvcsAereemcm-Novcmber 20,?008
PAGESOFJ
novacoast
ITPROFESSIONALSERVICES
PRODUCTDEVELOPMENT
IT Support
Statement of Work
City of Ukiah
September 11, 2013
CONTACTS
PRACTICE MANAGER CLIENT EXECUTIVE
Geoff Gilbert Chuck Blaskoski
Voice: (805)453-2226 Voice: (916) 502-5924
E-mail: Practice Manager Email E-mail: cblaskoski@novacoast.com
TERRITORY MANAGER
BILLING ADMINISTRATION
Bob Lloyd
Voice: Territory Manager Phone Number Voice: 800.949.9933 x4000
E-mail: Territory Manager E-Mail Fax: 805.564.�809
E-mail: billing@novacoast.com
NOVACOAST CORPORATE OFFICE
1505 Chapala Street
Santa Barbara, CA 93101
Voice: 800.949.9933
Fax: 805.564.1809
n ova c o a st Confdential—Statement of Work 2
DOCUMENT INFORMATION
Contributors
<Engineers>,<Customer Contacts>
Revision History
Created by: Forrest Evans Revis�on�1
Juy 24,2013
Last Modified By: Forrest EvansForrest Evans Revision:2
September 1'I,2013 00:14
About this document:
Information found in this document is derived from a variety of sources, including but not limited to Novacoast partner product documentation,
Novacoast partner Technical Support documents,sources publicly available on the Internet,as well as NovacoasYS vast experience in
implementing relevant technology solutions.
Disclaimer
Novacoast'TM, Inc makes no represenlations or warrenties with respect to the contents or use of this document,and spec'fiically disclaims any
expressed or implied warranties of inerchantability or fitness for any paRicular purpose
Trademarks
The Novawast name and logo are registered trademarks of Novacoast, Inc in the United States and olher countries.The Novacoast Symbol
is a trademark of Novacoast, Inc.
All third-party trademarks are property of their respective owner.
Copyright
Capyright 0 2013 Novacoast, Inc Ali nghts reserved.
Change Control Process
The Change Control Process governs changes to lhe scope of this project throughout the project's duration. It applies to new components and
to enhancements of existing components
A writlen Change Request communicates any desired changes to this project. It tlescribes the proposed change,the reason for lhe change,
and the effect the change might have on the pro�ecL The Novacoast project manager supplies lhe appropriate Change Management
documents.
Both Novacoast and lhe customer review the Change Requesl and approve or reject it Both parties must sign lhe approval portion of the
Change Request to authorize the implementation of any change that affects the prqect's scope,schedule,or fee
Cancellation and Rescheduling Policy
For any cancellalions made by cuslomer within five(5)business days of lhe scheduled start of services,customer will incur a cost of one-half
of the total pro�ec[costs as stated in this SOW For any cancellations made by customer within lwo(2)business days of the scheduled staA of
services,customer will incur the full cost of the pro7ect as stated in this SOW.
For any rescheduling of services requested by cuslomer within five(5)business days of the start day of such services,customer shall incur all
costs to modi(y travel arrangements and other relaled expenses
It Customer wishes to suspend services prior to completion of final milestone or pro�ect completion,Customer agrees lo render payment for
100%of current milestone within thirty(30)days of suspension of prqect. A re-engagement fee of USD 10,000 will be payable if the project is
restarted at a later date, not exceeding ninety(90)days. Should the pro�ed be suspended in excess of ninety(90)days,lhe project will be
deemed cancelled and 100%of the cost of remaining milestones will be payable and due within thirty(30)days ot submitting fnal invoice lo
Customer
The invoice for additional cosls is issued against the existing purchase order When and if the solution is staRed,the customer agrees to issue
an amended purchase order to cover the additional costs.
n ova C�\..1� I Confdential—Stalemenf of Work '3
TABLE OF CONTENTS
Contacts............ ..................................................................................................................................................... .2
DocumentInformation..................................................................................... ......................................................... 3
Tableof Contents......................................................................................................................................................4
AboutNovacoast... ...... ........ ... .......................................................... .......... ......................................................... 5
CompanyOverview..... ......... ............................................................................................................................... 5
Scopeof Work............................................. ............................................................................................................ 6
Costof Assistance.................................................................................................................................................... 7
Agreement of Standard Working Hours................................................................................................................ 7
Costof Assistance....... ......................................................................................................................................... 7
Novacoast Terms and Conditions............................................................................................................................. 8
AuthorizingSignatures............................ ................................................................................................................. 9
CustomerContact Information................................................................................................................................ 10
novacoast Confidential—StatementofWOrk 4
ABOUT NOVACOAST
COMPANY OVERVIEW
The Novacoast Services Model
Novacoast is an IT Professional Services and Product
Development company. We offer organizations our The Novacoast Services Model delivers these
technological experience so they can make informed core services:
decisions and avoid costly IT mistakes. We combine ✓ Evaluation of your business needs
our customers' expertise with our technical knowledge
to rapidly deploy fixed-cost solutions customized for ✓ Technical assessment of your current IT
their environment. environment
We specialize in network infrastructure, identity ✓ Planned information systems that grow
management, remote management, desktop
management, security assessment, implementation, With you
compliance, and open source solutions. We also offer ✓ Custom soflware development
custom application and product development through
the Novacoast Development team, who have ✓ Automation of your business applications
experience in designing mobile &web applications, ✓ Front-end assessment of your technical
enterprise soflware and customizations for existing
software. Additionally, we provide staffing to our clients training needs
through our Staffing Services Division, which leverages ✓ Training resources designed to improve
an extensive network of industry contacts and provides
necessary training to everything from full time hires to employee skills
contract appointments. ✓ Complete documentation and training
Our service areas have been built around key manuals
engineers who specialize in certain technologies. These
specialists are resources to clients and to other ✓ Cutting-edge tech support
engineers within Novacoast. This means that
Novacoast combines specialist capabilities with a
generalist approach to cross-functional needs in large enterprises. Our diverse know-how also allows us to
support small-to mid-size businesses, which typicaliy have the same needs and IT dependencies as large
businesses, but work within narrower budgetary constraints.
Although the ratio of technical personnel remains high at Novacoast, we have additional skiil sets focused on
client business needs, project management, and technical documentation.
Headquartered in Santa Barbara, CA, Novacoast delivers services nationally and internationally.
Find us on the Web at: www.novacoast com
n ova c o a st Conftlential—Statement oi Work 5
SCOPE OF WORK
City of Ukiah has requested a Time and Materials agreement with Novacoast. The following table lists tasks, and
technologies that may be performed or included as part of this pro�ect. This list does not constitute guaranteed
deliverables and is only listed to help Novacoast properly staff the project on a Time and Materials basis.
TABLE 1: PROJECT TASKS
# TasklTechnology Description
1 Provide as needed assistance in Novacoast specialty areas.
2 Provide emergency assistance as needed with 2 hour initial response time back.
3
4
5
SERVICE LEVELS
For non-emergency services City of Ukiah can contact their Client Executive with a description of the assistance
needed. Novacoast will provide an estimate of time and brief scope of work that will be agreed upon prior to work
starting.
Client Executive: Chuck Blaskoski - (916) 502-5924—cblaskoskiCa�novacoast.com
Backup: Forrest Evans—(S05) 895-0206—fevan�no_v_acoast.com
For Emergency serivices City of Ukiah can contact the Novacoast RMS desk. This desk is monitored/managed 24
hours a day and can provide a call back within 2 hours. This team can then use extensive internal resources to
get City of Ukiah the help needed to address their emergency. Any emergency call placed to this team will result
in a 2 hour charge in addition to any engineering time required to address the emergency.
n ova C�\..1� I Confidential—Statement of Work b`
COST OF ASSISTANCE
AGREEMENT OF STANDARD WORKING HOURS
This proposal covers services performed during the standard business hours of Monday through Friday, Sam to
6pm.
Depending on the type of project, any on-site services pertormed between 6pm and midnight will be charged at
one-and-a-half(1'/)times the standard rate.
Any work pertormed midnight to 6am or on holidays� will be charged at two (2)times the standard rate.
COST OF ASSISTANCE
TABLE 1: COST OF ASSISTANCE
Description Hours Rate Cost
Time and Materials agreement Open $175.00/hour $00,000.00
Total $00,000.00
Travel Expenses• Actual
Services Credit $00,000 00
Cost+Travel Total $00,000.00 +Travel
'Travel costs are charged at actuals. Pricing shown in this column are estimates and do not represent a minimum or maximum. Optional
componenis may result in an adjustment to travel estimate.
PAYMENT TERMS
This is a time& materials agreement. Payment for hourly work is due upon receipt of invoice. An authorized
signature shall constitute acceptance of these services and products in the attached document and is required to
schedule Novacoast resources.
� Holiday hours begin at 6:01 PM on the business day before the holiday and end at 6:59 AM the business day
following the holiday.
n ova c o a st Confdential—Statement of Work 7
NOVACOAST TERMS AND CONDITIONS
Novacoast makes the foliowing assumptions in regard to this business agreement with City of Ukiah.
The Customer is responsible for:
1� Furnishing Novacoast engineers with intortnation and data on CAy of Ukiah operations,activities,a�d existing systems,as
reasonably required to achieve the prqect objedives,
2: Providing Novawast staff with the necessary securiry access to systems and tacilities during the peAormance of services;
3: Providing and being solely responsible for the backup of all computer systems,
4: Providing adequate workspace and power sources at each facility where services will be performed;
5: Providing suRable server plalforms with properly installed and patched network operating system(NOS)software,and obtaining any
other commercial software licenses necessary for Novacoast to complete the services described in this SOW;
6: Providing and being solely responsible for contract of any necessary telecommunications facilities(data communications circud,
analog phone lines,wiring,etc.),and for the costs associated with such facilities;
7: Ensuring the availability and responsiveness of key personnel needed to suppoA the implementation of the projecl.
Novacoast further requires understanding and agreement on the following:
1: The intenl of this Statement of Work is to atldress as many foreseeable integration issues as possible. It is both City oi Ukiah and
NovacoasPs understanding that additional systems integration issues might arise during the course of the project Therefore,the
acquisition of additional system hardware or software might be required.Novacoast has the resources to source and supply the
required product for City of Ukiah or City of Ukiah may source the required product from any other provider
2: This Statement of Work and the prices quoted herein are valid for 30 days.
3: Customer will pay all third party transadion costs associated with this slatement of work.
4: It is agreed and understood that in the event there is any breach of lhis agreement, Novacoast shall be liable only to repair or
replace the products and services provided hereunder and shall not be responsible for any other special or consequenfial damages
that might result
5: Novacoast retains on an exclusive basis all right,title and interest in and to any intellectual property developed,delivered andlor
used by Novacoast in the peROrmance of this SOW.This clause shall not affect the ownership of any preexisting materials.
6: Novacoast disclaims all express,and implied warranties,representations,and conditions with respeIX to services and any
deliverables.
7: A partys liabiliry for any claim arising under or related to this SOW shall be limited to direct damages and shall not exceed the
amount paid under the SOW.Neither party shall be liable to the other for any indirect,special,incidental or wnsequential damages
arising under or relating to this SOW,even if the other parly has been advised of the possibility of such damages.The limitation in
ihis sedion doesn't apply lo a party's intringement of ihe other party's intellectual property righis.No action arising out ot this SOW
may be brought by Customer more than one year after the action accrued.The above is customer's sole and exclusive remedy for
breach of warranry by Novacoast with regard to lhe provision of ihe deliverables
8: If any legal adion is necessary to enforce the terms of this SOW,the prevailing parly shall be entitled to attorney's fees in addition to
any other relief.
9: This SOW completely and exclusivey slates the agreement of the parties regarding its subject matfer. It supersetles,and Rs terms
govern,all prior proposals,agreements or other communications belween the parties,oral or wrRten, regarding such subjed matter,
unless expressly staled in prior proposal,agreement or communicalion.Amendmenf of ihis agreement is only permitted by a
subsequently dated written amendment signetl on behalf of Novacoast and City of Ukiah by their authorized representatives,and
any provision on a purchase order purporting to supplement or vary the provisions contained in this SOW shall be void.
10: Without prior written wnsent, neither party nor any of its affiliates will,for a period of one(1)year following the termination of this
Agreement,soliat for employment or employ any employee of the other paAy.It either party violates lhe terms of this section,the
violating party will pay within(10)days of retention of said employee a lump sum fee equal to the total compensation of the
employee for the three(3)months prior to the employee's separation from lheir employer.Notwithstanding the above,this section
shall not restrict ihe right of either paAy to solicit or recruit generally in the media,and shall not prohibil either party from hiring,
without prior written consent,the other party's employee,who answers any advertisement,or who otherwise voluntarily applies for
hire,without having been solicited or recruited by the hiring party.
11: Any professional services requested by City of Ukiah thal are not part of this Stafement of Work are considered out-of-scope work.
Out-of-scope work is arranged by using NovacoasYs Change Request Form. Out-of-scope work is any service that is not described
in this SOW,including cosl ad�uslments.
12: Unless otherwise agreed lo,this Agreement shall be deemed to have been made in and construed by the laws of the State of
California. Any dispute stemming from this Agreement shall be heard before the appropriate Califomia court.
13: City of Ukiah and Novacoast understand and acknowledge that lhis is a time and materials engagement. All hours assigned to a
particular phase or projed goal are estimates. Novacoast will use best efforts to accomplish the goals as set forth in lhis document
within the fime allocated Nothing in this document shall be read as a promise by Novacoast to tully deliver within the allocated time,
and the paRies therefore agree to make mutually agreed upon ad�ustments as needed.
n ova C�\..1� 1 Confidential—Stalement of Work $
. ,
AUTHORIZING SIGNATURES
SG�� Cha ,� 6t �s
City of Ukiah Representative Printed Name
�
City of Ukiah presentative Signature Date
d1. /If P� �o �
Novacoast Representative Printed Name
xlv..�+-� ��-rsl�3
Novacoas esentative Signature Date
n ova c o a st Confitlential—Statement of Work 9
, •
CUSTOMER CONTACT INFORMATION
COMPANY INFORMATION
Company Name: City of Ukiah
Billing Address: 300 Seminary Ave, Ukiah, CA 92482
Counry: Mendocino
To the Attention of: Mary Horger
Tax Status, if exempt please
provide certificate
IT CONTACT
Name: Mary Horger
Phone: 707-463-6233
Email: mhorger@cityofukiah.com
A/P CONTACT
Name: Mary Horger
Phone: 707-463-6233
Email: mhorger@cityofukiah.com
novaC�\..1�� Confdential—StatementofWork 10