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HomeMy WebLinkAboutePC IT Solutions, Inc. 2013-09-05 CQu. i3 �N- �zs AGREEMENTFOR PROFESSIONAL CONSULTING SERVICES This /\qreement, made and entered into this 5th day of Se�tember, 2013 ("Effective Date°), by and between CITY OF UKIAH, CALIFORNIA, hereinafter referred to as "City" and ePC IT Solutions, Inc., a corporation organized and in good standing under the laws of the state of Califomia, hereinafter referred to as"Consultant". RECITALS This Agreement is predicated on the following facts: a. City requires consuiting services retated 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, skifis, experience and properly licensed to provide these services, and is willing to provide them accordirtg to the terr�s of this Agreement. c. City and Consultant agree upon the Scope-of-Work and Work Schedule attached hereto 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 AGREEMEM1fT 1.0 DESCRIPTION OF PROJECT 1.01 The Project is described in detail in the attached Scope-of-Work(Attachment"A"). 2.0 SCOPE OF SERVICES 2.01 As set forth in Attachment"A". 2.02 Addifional 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 ferm and until terminated in accordance with paragraph 7,09 3.02 Time of Comaletion. 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 contrect disputes arise or Consuttant contends it is entitled to further compensation. 4.0 COMPENSATION FOR SERVICES 4.01 Basis for Comaensation. For the pertormance of the professional services of this Agreement, Consultartt shatl be compensated on a time and expense basis. Labor Std-PmiSvoA�ee�oan-Nmsm6n30,2006 PAG610F) charges shall be based upon houriy biiling 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 or r+ature, except direct expenses. The direct expenses and the fees Yo be charged for same shall be as set forth in Attachment B. The spec�cs of the requested services, time frame, and costs will be established with each senrice requested by the City under the Scope of Work identified in Attachment"A". 4.02 Chanoes. 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-Wortc" means differerrt activities than those described in Attachment"A" and not additional time to complete those activities than the parties arrticipated 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-consuttants 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 vvith this corttract shall be based upon submission of monthly invoices for the work satistactorily performed prior to the date of the invoice less any amount already paid to Consultant, which amounts shafl be dUe and payable thirty (30j days after receipf by City. The invoices shall provide a description of each item of work pertormed, the time expended to pertorm each task, the fees charged for that task, and the direct expenses incurred artd billed for. Invoices shall be accompanied by documentation s�cient to enable City to determine progress made and to support the expenses claimed. 5.0 ASSURANCES OF CONSULTANT 5.01 lrtdeuendent Contrador. Consultant is an independent contractor and is sole)y 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 partner of City for any purpose whatsoever. City shall have no right to, and shall not control the manner or prescribe the method of acc�omplishing those services contracted to and pertormed by Consultant under this Agreement, and the general public and all govemmental agencies regulating such activity shall be so informed. Those provisions of this Agreemerrt that reserve ultimate authority in City have been inseRed solely to achieve compliance with federal and state laws, rules, regulations, and interpretations thereof. No such provisions and no other provisions of this Agreement shali be interpreted or construed as creating or establishing the relationship of employer and employee between Consultant and City. Consultant shaU 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 pay wortcer'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 claim5 or demands by federal, state or Iocal govemment agencies for any such taxes or 6[d—PmtSvraA�eemeu4 No�rmbw20.2008 PAGE20F9 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 detertnination. 6.0 INDEMNIFICATION 6.01 Insurance Liabilitv. Wdhout limiting ConsultanYs obligations arising under Paregraph 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 Scooe of Insurance Coverage shall be at least as broad as: 1. Insurance Services Office ("ISO) Commerciat General Liabiiity 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 Califomia 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 liabil'dy. B. Minimum Limits of Insurance 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. sm-e�ors.�ne�m��-NO�zo,zaoa PAGE30P] 2. Automobile Liabilitv: $1,000,000 combined single limit per accident for bodily injury and property damage. 3. Worker's Comoensation and Emplovers Liabilitv: Worker's compensation limits as required by the Labor Code of the State of Califomia and Employers Liability limits of$1,000,000 per accident. 4. Ercors and Omissions liabilitv: $1,000,000 per occurrence. C. Deductibles and Seif-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 Liabilitv and Automobile Liabilitv Coveraaes 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, officiais, 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 shail be in excess of the Consuftant'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 City, its officers, officials, employees or volunteers. d. The ConsukanYs 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 Iiabiiity. SW—PeolSvesA@ewoeM.Novemba 2o.2W8 PAGE 4 OF] 2. Worker's Comoensation and Emolovers LiabiliN 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 Coveraae If written on a claims-made basis, the retroactivity date shall be the effective date of this Agreement. The poiicy 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 clause shall be endorsed to state . that coverage shail 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. Acceotabilitv of Insurers Insurance is to be placed with admitted Calffomia 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 fumish 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 behaff. The Cert'fiicates 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 Consuitant begins the work of this Agreement. T'he City reserves the right to require complete, ceR�ed 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 indude alI subcontractors or sub-consuttants as insured under its policies or shall fumish 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 foRh in this Paragraph 6.1. 6.02 Indemn'rfication. Notwithstanding the foregoing insurance requirements, and in addition thereto, Consultant agrees, for the full period of time allowed by law, surviving the tertnination of this Agreement, to indemnify the City for any claim, cost or liability that Std-RotSresA&�mmb Novrmbc Z0.1008 PAG850F'! arises out of, or pertains to, or relates to any negligent act or omission or the wiliful misconduct of Consuftant in the perfortnance 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 wiilful 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 attomeys, investigators, consultants, experts and expert witnesses, and litigation expenses. References in this paragraph to City or Consultant, include their officers, employees, agents, and subcontractors. 7.0 CONTRACT PROVISIONS 7.01 Ownershio of Work. All documerits fumished to Consultant by City and all documents or reports and supportive data prepared by Consultant under this f�qreement 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 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. Consulta�t shall produce the digi4al format, using software and media approved by City. 7.02 Non-Disclosure of Citv data. In the course of perfortning 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 disc�osure under the Califomia 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 pertorm its consulting services under this Agreement and only in accordance with this l�qreement; B. Shall not disclose any City data to any third party (including to the subject of such information) or any employee or agent of Consultant (°Representative") who does not have a need the City data to perform ConsultanYs services under this Agreement; C. Shall impiement 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 SIE-ProtSVmAgament-Novem6er 20.2006 PAGE60F] 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 informallon 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 cortceming 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 retum to City any or all information and shall desfroy al! records of such information; G. Upon completion of any Task Order, shall return 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 ConsultanYs policies and procedures used to maintain the security and confidentiality of information, inctuding auditing Consultant and its Representatives conceming 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 7.02. 7.03 Governina Law. Consultant shall comply with the laws and regulations of the United States, the State of Calffomia, and all locai govemments having jurisdiction over this AgreemeM. The interpretation and enforcement of this Agreement shall be govemed by Califomia law and any action arising under or in connectio�with this Agreement must be filed in a Court of competenY jurisdictioro in Mendocino County. 7.04 Entire Aareement. This Agreement pfus its Attachment(s} and execufed Amendments set forth the entire understanding between the parties. 7.05 Severabilitv. !f 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 Mod�cation. 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 iMerest 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 shali 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. $Id-Pco6�aA8�o��-Novembrr 2(1.20p¢ PAGE]OF] 7.09 Termination. This /�qreement may only be terminated by either party: 1) for breach of the Agreement; 2) because funds are no longer avai)able to pay Consultani for services provided under this Agreement; 3) City has abandoned and does not wish to complete the project for which Consuttant was retained; or 4) by either party without cause on thirty (30) days prior written notice to the other party. A party shali 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 spec�ed in the notice, the contract shall be terminated as of that time. If tertninated fdr lack of funds, abandonment of the project or wfthout cause, the contract shall terminate as provided in the no6ce. City shall pay the Consultant only for services pertormed 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, modets, photographs and reports prepared by the Consultant under this AgreemeM. Consultant shall be entitted to receive jast and equitable comper�satiort for any work satisfactorily completed hereunder, subject to off-set for any direct or consequeMiaf damages Cfty may incur as a result of ConsultanYs breacfi of contract. 7.10 Duolicate Oriqinals. This f�qreement may be executed in duplicate originals, each bearing the original sigrtature of the paRies. When so signed, each such document shall be admissible in administrative or judicial proceedings as proof of the terms of the Agreemenf 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 (cert�ed or registered) addressed to the parties as foilows: CITY OF UKIAH EPC IT SOLUTIONS, INC. ATTN: SAGE SANGIACOMO ATTN: SCOTT CORNELL 300 SEMINARY AVENUE 1324 EL CAM�NO REAL UKIAH, CALtF012NIA 95482-5400 BELAAONT, CALIFORNIA 94002 9.0 SIGNATURES IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date: EPC IT SOLUTIONS BY: _�� Oc,�, 10 , � 013 7� Date PRlNTNAME: �iA�u�41,�N\wn.,ro.� '�o— QI?j'�Q� IRS IDN Number CITY OF UKIAH BY: 1/J� O � Y MANAGER Date ATTEST /, � /� l�.d�i�.2�✓' `�/�--�_Y C TY CL RK Date s�a-e�ors.�.�te�x�um-uo.�nuzo,zaos PAGE S OF/ ATTACHII�IENT"A"- SCOPE OF WORK Consultant is to provide information technology services consisting of softwaze, system, and/or network maintenance support on an on-ca11,as needed basis. Consultant is to provide 24 hour emergency assistance within a 2-hour response rime to trouble-shoot and resolve unexpected network,system,and software issues. A '/`1� �i /'I I ��i�%YY[Y�°'-`'r (/ � epc . I T S O L U T I O N S IT Support Pricing Schedule in Support of City of Ukiah 300 Seminary Ave Ukiah, Ca. 95482 March 12, 2014 Prepared by: Scott Cornell, Sales Manager EPC IT Services 1-408-300-4983 cornell@epcits.com � epc . I T S O L U T I O N 5 Remote Desktoo Support..................................$75/hr, billed in15 minute increments Examples; Outlook, Exchange, connectivity troubleshooting and resolution. (City can decide to have users routed through the City's internal help desk, or EPC can provide a 1-800 number for the City's users to call as needed) Remote System/Network/ Support........$150/hr. billed in 15 minute increments Examples; Server issues, wireless network issues, basic routing and switching conflict resolution. Onsite IT Admin Support........................$150/hr. billed in 4 hour increments Examples; Racking and stacking equipment, placing Aps, Ghosting laptops. Onsite Network Enqineering Suaport......$250/hr for the first 2 hours of each engagement, $200/hr thereafter. Billed in 4 hour increments Examples; Major Network Upgrades, Virtualization, storage, firewall, webfilter installation and configuration Emerqencv/Afterhours Support................................$250/hr. billed in 15 minute increments Examples; Support calls from 6PM to 8AM, Holiday or weekend support calis, or calls which have an urgent level of priority which will require immediate resources to be pulled into the project on short notice.