2019-22 Acorn Techonology Services - IT Maintenance & Supportta a4�tra
— GEM nrseirr —
MEMORANDUM
TO: Jon McMillen, City Manager
FROM: Angela Ferreira, Management Analyst
DATE: July 1, 2019
RE: Agreement for Contract Services - Acorn Technology
Please sign the attached agreement(s) and return to the City Clerk for processing and
distribution.
Requesting department shall check and attach the items below as appropriate:
_X_ Contract payments will be charged to account number: 502-0000-60104 expires 6/30/22
_N/A Amount of Agreement, Amendment, Change Order, etc.: 45& $ �; ( ��j 1)
_N/A_ A Conflict of Interest Form 700 Statement of Economic Interests from Consultant(s) is attached with
no reportable interests in LQ or _ reportable interests
_N/A_ A Conflict of Interest Form 700 Statement of Economic Interests is not required because this Consultant
does not meet the definition in FPPC regulation 18701(2).
Authority to execute this cic
ireement is based upon:
_X Approved by the City Council on 7/2/19 Business Item No. 3
qACity Manager's signature authority provided under Resolution No"'` I- "for budgeted expenditures of
$50,000 or less. This expenditure is $330,000 and authorized by City Manager [Council, Director, etc]
-N/A_ Initial to certify that 3 written informal bids or proposals were received and considered in selection
The following required documents are attached to the agreement:
-X_ Insurance certificates as required by the agreement (approved by Risk Manager on date)
N/A Performance bonds as required b the agreement(originals)
_ — q Y 9
_N/A City of La Quinta Business License number
_N/A_ A requisition for a Purchase Order has been prepared (amounts over $5,000) - PENDING APPROVAL OF
AGREEMENT
_N/A_ A copy of this Cover Memo has been emailed to Finance
Revised May 2017
AGREEMENT FOR CONTRACT SERVICES
THIS AGREEMENT FOR CONTRACT SERVICES (the "Agreement") is made
and entered into by and between the CITY OF LA QUINTA, ("City"), a California
municipal corporation, and ACORN TECHNOLOGY SERVICES ("Contracting
Party"). The parties hereto agree as follows:
1. SERVICES OF CONTRACTING PARTY.
1.1 Scope of Services. In compliance with all terms and conditions of
this Agreement, Contracting Party shall provide those services related
Information Technology Services, as specified in the "Scope of Services"
attached hereto as "Exhibit A" and incorporated herein by this reference (the
"Services"). Contracting Party represents and warrants that Contracting Party
is a provider of first-class work and/or services and Contracting Party is
experienced in performing the Services contemplated herein and, in light of
such status and experience, Contracting Party covenants that it shall follow
industry standards in performing the Services required hereunder, and that
all materials, if any, will be of good quality, fit for the purpose intended. For
purposes of this Agreement, the phrase "industry standards" shall mean those
standards of practice recognized by one or more first-class firms performing
similar services under similar circumstances.
1.2 Compliance with Law. All Services rendered hereunder shall be
provided in accordance with all ordinances, resolutions, statutes, rules,
regulations, and laws of the City and any Federal, State, or local governmental
agency of competent jurisdiction.
1.3 Wage and Hour Compliance, Contracting Party shall comply with
applicable Federal, State, and local wage and hour laws.
1.4 Licenses, Permits. Fees and Assessments. Except as otherwise
specified herein, Contracting Party shall obtain at its sole cost and expense
such licenses, permits, and approvals as may be required by law for the
performance of the Services required by this Agreement, including a City of
La Quinta business license. Contracting Party and its employees, agents, and
subcontractors shall, at their sole cost and expense, keep in effect at all times
during the term of this Agreement any licenses, permits, and approvals that
are legally required for the performance of the Services required by this
Agreement. Contracting Party shall have the sole obligation to pay for any
fees, assessments, and taxes, plus applicable penalties and interest, which
may be imposed by law and arise from or are necessary for the performance
of the Services required by this Agreement, and shall indemnify, defend (with
counsel selected by City), and hold City, its elected officials, officers,
employees, and agents, free and harmless against any such fees,
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Last revised summer 2017
assessments, taxes, penalties, or interest levied, assessed, or imposed
against City hereunder. Contracting Party shall be responsible for all
subcontractors' compliance with this Section.
1.5 Familiarity with Work. By executing this Agreement, Contracting
Party warrants that (a) it has thoroughly investigated and considered the
Services to be performed, (b) it will investigate the site where the Services
are to be performed, if any, and will sufficiently acquainted itself with the
conditions there existing to the extent reasonably necessary to provide the
Services, (c) it has carefully considered how the Services should be
performed, and. (d) it will reasonably understands the facilities, difficulties,
and restrictions attending performance of the Services under this Agreement.
Should Contracting Party discover any latent or unknown conditions materially
differing from those inherent in the Services or as represented by City, or that
prevents service delivery, Contracting Party shall immediately inform City of
such fact and shall not proceed except at Contracting Party's risk until written
instructions are received from the Contract Officer, or assigned designee (as
defined in Section 4.2 hereof).
1.6 Standard of Care. Contracting Party acknowledges and
understands that the Services contracted for under this Agreement require
specialized skills and abilities and that, consistent with this. understanding,
Contracting Party's work will be held to an industry standard of quality and
workmanship. Consistent with Section 1.5 hereinabove, Contracting Party
represents to City that it holds the necessary skills and abilities to satisfy the
industry standard of quality as set forth in this Agreement. Contracting Party
shall adopt reasonable methods during the life of this Agreement to furnish
continuous protection to the Services performed by Contracting Party, and the
equipment, materials, papers, and other components thereof to prevent losses
or damages, and shall be responsible for all such damages, to persons or
property, until acceptance of the Services by City, except such losses or
damages as may be caused by City's own negligence. The performance of
Services by Contracting Party shall not relieve Contracting Party from any
obligation to correct any incomplete, inaccurate, or defective work at no
further cost to City, when such inaccuracies are due to the negligence of
Contracting Party.
1.7 Additional Services. In accordance with the terms and conditions
of this Agreement, Contracting Party shall perform services in addition to
those specified in the Scope of Services ("Additional Services") only when
directed to do so by the Contract Officer, or assigned designee, provided
that Contracting Party shall not be required to perform any Additional Services
without compensation. Contracting Party shall not perform any Additional
Services until receiving prior written authorization (in the form of a written
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change order if Contracting Party is a contractor performing the Services) from
the Contract Officer, or assigned designee, incorporating therein any
adjustment in (i) the Contract Sum, and/or (ii) the time to perform this
Agreement, which said adjustments are subject to the written approval of
Contracting Party. It is expressly understood by Contracting Party that the
provisions of this Section shall not apply to the Services specifically set forth
in the Scope of Services or reasonably contemplated therein. It is specifically
understood and agreed that oral requests and/or approvals of Additional
Services shall be barred and are unenforceable. Failure of Contracting Party
to secure the Contract Officer's, or assigned designee's written authorization
for Additional Services shall constitute a waiver of any and all right to
adjustment of the Contract Sum or time to perform this Agreement, whether
by way of compensation, restitution, quantum meruit, or the like, for
Additional Services provided without the appropriate authorization from the
Contract Officer, or assigned designee. Compensation for properly
authorized Additional Services shall be made in accordance with Section 2.3
of this Agreement.
1.8 Special Requirements. Additional terms and conditions of this
Agreement, if any, which are made a part hereof are set forth in "Exhibit D"
(the "Special Requirements"), which is incorporated herein by this reference
and expressly made a part hereof. In the event of a conflict between the
provisions of the Special Requirements and any other provisions of this
Agreement, the provisions of the Special Requirements shall govern.
2. COMPENSATION.
2.1 Contract Sum. For the Services rendered pursuant to this
Agreement, Contracting Party shall be compensated in accordance with
"Exhibit B" (the "Schedule of Compensation") (the "Contract Sum"), except as
provided in Section 1.7. The method of compensation set forth in the
Schedule of Compensation may include a lump sum payment upon
completion, payment in accordance with the percentage of completion of the
Services, payment for time and materials based upon Contracting Party's rate
schedule, but not exceeding the Contract Sum, or such other reasonable
methods as may be specified in the Schedule of Compensation. The Contract
Sum shall include the attendance of Contracting Party at all project meetings
reasonably deemed necessary by City; Contracting Party shall not be entitled
to any additional compensation for attending said meetings. Compensation
may include reimbursement for actual and necessary expenditures for
reproduction costs, transportation expense, telephone expense, and similar
costs and expenses when and if specified in the Schedule of Compensation.
Regardless of the method of compensation set forth in the Schedule of
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Compensation, Contracting Party's overall compensation shall not exceed the
Contract Sum, except as provided in Section 1.7 of this Agreement.
2.2 Method of Billing & Payment. Any month in which Contracting
Party wishes to receive payment, Contracting Party shall submit to City no
later than the tenth (loth) working day of such month, in the form approved
by City's Finance Director, an invoice for Services rendered prior to the date
of the invoice. Such invoice shall (1) describe in detail the Services provided,
including time and materials, and (2) specify each staff member who has
provided Services and the number of hours assigned to each such staff
member. .Such invoice shall contain a certification by a principal member of
Contracting Party specifying that the payment requested is for Services
performed in accordance with the terms of this Agreement. Upon approval in
writing by the Contract Officer, or assigned designee, and subject to
retention pursuant to Section 8.3, City will pay Contracting Party for all items
stated thereon which are approved by City pursuant to this Agreement no
later than thirty (30) days after invoices are received by the City's Finance
Department.
2.3 Compensation for Additional Services. Additional Services
approved in advance by the Contract Officer, or assigned designee, pursuant
to Section 1.7 of this Agreement shall be paid for in an amount agreed to in
writing by both City and Contracting Party in advance of the Additional
Services being rendered by Contracting Party. Any compensation for
Additional Services amounting to five percent (5%) or less of the Contract
Sum may be approved by the Contract Officer, or assigned designee. Any
greater amount of compensation for Additional Services must be approved by
the La Quinta City Council, the City Manager, or Department Director,
depending upon City laws, regulations, rules and procedures concerning public
contracting. Under no circumstances shall Contracting Party receive
compensation for any Additional Services unless prior written approval for the
Additional Services is obtained from the Contract Officer, or assigned
designee, pursuant to Section 1.7 of this Agreement.
3. PERFORMANCE SCHEDULE.
3.1 Time of Essence. Time is of the essence in the performance of
this Agreement. If the Services not completed in accordance with the
Schedule of Performance, as set forth in Section 3.2 and "Exhibit C", it is
understood that the City will suffer damage.
3.2 Schedule of Performance. All Services rendered pursuant to this
Agreement shall be performed diligently and within the time period
established in "Exhibit C" (the "Schedule of Performance"). Extensions to the
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time period specified in the Schedule of Performance may be approved in
writing by the Contract Officer, or assigned designee.
3.3 Force Maieure. The time period specified in the Schedule of
Performance for performance of the Services rendered pursuant to this
Agreement shall be extended because of any delays due to unforeseeable
causes beyond the control and without the fault or negligence of Contracting
Party, including, but not restricted to, acts of God or of the public enemy,
fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes,
freight embargoes, acts of any governmental agency other than City, and
unusually severe weather, if Contracting Party shall within ten (10) days of
the commencement of such delay notify the Contract Officer, or assigned
designee, in writing of the causes of the delay. The Contract Officer, or
assigned designee, shall ascertain the facts and the extent of delay, and
extend the time for performing the Services for the period of the forced delay
when and if in the Contract Officer's judgment such delay is justified, and the
Contract Officer's determination, or assigned designee, shall be final and
conclusive upon the parties to this Agreement. Extensions to time period in
the Schedule of Performance which are determined by the Contract Officer, or
assigned designee, to be justified pursuant to this Section shall not entitle
the Contracting Party to additional compensation in excess of the Contract
Sum.
3.4 Term. Unless earlier terminated in accordance with the provisions
in Article 8.0 of this Agreement, the term of this agreement shall commence
on July �3 , 2019, and terminate on June 30, 2022, ("Initial Term"). This
Agreement may be extended for an additional two (2) year(s) upon mutual
agreement by both parties ("Extended Term").
4. COORDINATION OF WORK.
4.1 Representative of Contracting Party. The following principals of
Contracting Party ("Principals") are hereby designated as being the principals
and representatives of Contracting Party authorized to act in its behalf with
respect to the Services specified herein and make all decisions in connection
therewith:
(a) Mickey McGuire, Chief Executive Officer
Tel No. (951) 784-3500
E-mail: mmcguire@acorntechservices.com
It is expressly understood that the experience, knowledge, capability,
and reputation of the foregoing Principals were a substantial inducement for
City to enter into this Agreement. Therefore, the foregoing Principals shall be
responsible during the term of this Agreement for directing all activities of
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Contracting Party and devoting sufficient time to personally supervise the
Services hereunder. For purposes of this Agreement, the foregoing Principals
may not be changed by Contracting Party and no other personnel may be
assigned to perform the Services required hereunder without the express
written approval of City.
4.2 Contract Officer. The 'Contract Officer", otherwise known as
the Gilbert Villalpando, Assistant to City Manager, or assigned designee
may be designated in writing by the City Manager of the City. It shall be
Contracting Party's responsibility to assure that the Contract Officer, or
assigned designee, is kept informed of the progress of the performance of
the Services, and Contracting Party shall refer any decisions, that must be
made by City to the Contract Officer, or assigned designee. Unless
otherwise specified herein, any approval of City required hereunder shall mean
the approval of the Contract Officer, or assigned designee. The Contract
Officer, or assigned designee, shall have authority to sign all documents on
behalf of City required hereunder to carry out the terms of this Agreement.
4.3 Prohibition_ _Against Subcontracting or Assignment. The
experience, knowledge, capability, and reputation of Contracting Party, its
principals, and its employees were a substantial inducement for City to enter
into this Agreement. Except as set forth in this Agreement, Contracting Party
shall not contract or subcontract with any other entity to perform in whole or
in part the Services required hereunder without the express written approval
of City, which shall not be unreasonably withheld or delayed. In addition,
neither this Agreement nor any interest herein may be transferred, assigned,
conveyed, hypothecated, or encumbered, voluntarily or by operation of law,
without the prior written approval of City. Transfers restricted hereunder shall
include the transfer to any person or group of persons acting in concert of
more than twenty five percent (25%) of the present ownership and/or control
of Contracting Party, taking all transfers into account on a cumulative basis;
provided, however, that Contracting Party may transfer, sell, or assign more
than twenty-five percent (25%) of the present ownership of the Contracting
Party solely for the purpose of raising additional capital and Contracting Party
provides evidence, satisfactory to the City Manager or designee in
his/her/their reasonable discretion, that Contracting Party shall retain
sufficient control to provide the services required hereunder. Any attempted
or purported assignment or contracting or subcontracting by Contracting Party
without City's express written approval shall be null, void, and of no effect.
No approved transfer shall release Contracting Party of any liability hereunder
without the express consent of City.
4.4 Independent Contractor. Neither City nor any of its employees
shall have any control over the manner, mode, or means by which Contracting
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Party, its agents, or its employees, perform the Services required herein,
except as otherwise set forth herein. City shall have no voice in the selection,
discharge, supervision, or control of Contracting Party's employees, servants,
representatives, or agents, or in fixing their number or hours of service.
Contracting Party shall perform all Services required herein as an independent
contractor of City and shall remain at all times as to City a wholly independent
contractor with only such obligations as are consistent with that role.
Contracting Party shall not at any time or in any manner represent that it or
any of its agents or employees are agents or employees of City. City shall not
in any way or for any purpose become or be deemed to be a partner of
Contracting Party in its business or otherwise or a joint venture or a member
of any joint enterprise with Contracting Party. Contracting Party shall have
no power to incur any debt, obligation, or liability on behalf of City.
Contracting Party shall not at any time or in any manner represent that it or
any of its agents or employees are agents or employees of City. Except for
the Contract Sum paid to Contracting Party as provided in this Agreement,
City shall not pay salaries, wages, or other compensation to Contracting Party
for performing the Services hereunder for City. City shall not be liable for
compensation or indemnification to Contracting Party for injury or sickness
arising out of performing the Services hereunder. Notwithstanding any other
City, state, or federal policy, rule, regulation, law, or ordinance to the
contrary, Contracting Party and any of its employees, agents, and
subcontractors providing services under this Agreement shall not qualify for
or become entitled to any compensation, benefit, or any incident of
employment by City, including but not limited to eligibility to enroll in the
California Public Employees Retirement System ("PERS") as an employee of
City and entitlement to any contribution to be paid by City for employer
contributions and/or employee contributions for PERS benefits. Contracting
Party agrees to pay all required taxes on amounts paid to Contracting Party
under this Agreement, and to indemnify and hold City harmless from any and
all taxes, assessments, penalties, and interest asserted against City by reason
of the independent contractor relationship created by this Agreement.
Contracting Party shall fully comply with the workers' compensation laws
regarding Contracting Party and Contracting Party's employees. Contracting
Party further agrees to indemnify and hold City harmless from any failure of
Contracting Party to comply with applicable workers' compensation laws. City
shall have the right to offset against the amount of any payment due to
Contracting Party under this Agreement any amount due to City from
Contracting Party as a result of Contracting Party's failure to promptly pay to
City any reimbursement or indemnification arising under this Section.
4.5 Identity of Persons Performing Work. Contracting Party
represents that it employs or will employ at its own expense all personnel
required for the satisfactory performance of any and all of the Services set
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forth herein. Contracting Party represents that the Services required herein
will be performed by Contracting Party or under its direct supervision, and
that all personnel engaged in such work shall be fully qualified and shall be
authorized and permitted under applicable State and local law to perform such
tasks and services.
4.6 City Cooperation. City shall provide Contracting Party with any
plans, publications, reports, statistics, records, or other data or information
pertinent to the Services to be performed hereunder which are reasonably
available to Contracting Party only from or through action by City.
5. INSURANCE.
5.1 Insurance. Prior to the beginning of any Services under this
Agreement and throughout the duration of the term of this Agreement,
Contracting Party shall procure and maintain, at its sole cost and expense,
and submit concurrently with its execution of this Agreement, policies of
insurance as set forth in `Exhibit E" (the "Insurance Requirements") which is
incorporated herein by this reference and expressly made a part hereof.
5.2 Proof of Insurance. Contracting Party shall provide Certificate of
Insurance to Agency along with all required endorsements. Certificate of
Insurance and endorsements must be approved by Agency's Risk Manager
prior to commencement of performance.
6. INDEMNIFICATION.
6.1 Indemnification. To the fullest extent permitted by law,
Contracting Party shall indemnify, protect, defend (with counsel selected by
City), and hold harmless City and any and all of its officers, employees,
agents, and volunteers as set forth in "Exhibit F" ("Indemnification") which is
incorporated herein by this reference and expressly made a part hereof.
7. RECORDS AND REPORTS.
7.1 Re�ort_s. Contracting Party shall periodically prepare and submit
to the Contract Officer, or assigned designee, such reports concerning
Contracting Party's performance of the Services required by this Agreement
as the Contract Officer, or assigned designee, shall require. Contracting
Party hereby acknowledges that City is greatly concerned about the cost of
the Services to be performed pursuant to this Agreement. For this reason,
Contracting Party agrees that if Contracting Party becomes aware of any facts,
circumstances, techniques, or events that may or will materially increase or
decrease the cost of the Services contemplated herein or, if Contracting Party
is providing design services, the cost of the project being designed,
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Contracting Party shall promptly notify the Contract Officer, or assigned
designee, of said fact, circumstance, technique, or event and the estimated
increased or decreased cost related thereto and, if Contracting Party is
providing design services, the estimated increased or decreased cost estimate
for the project being designed.
7.2 Records. Contracting Party shall keep, and require any
subcontractors to keep, such ledgers, books of accounts, invoices, vouchers,
canceled checks, reports (including but not limited to payroll reports), studies,
or other documents relating to the disbursements charged to City and the
Services performed hereunder (the "Books and Records"), as shall be
necessary to perform the Services required by this Agreement and enable the
Contract Officer, or assigned designee, to evaluate the performance of such
Services. Any and all such Books and Records shall be maintained in
accordance with generally accepted accounting principles and shall be
complete and detailed. The Contract Officer, or assigned designee, shall
have full and free access to such Books and Records at all times during normal
business hours of City, including the right to inspect, copy, audit, and make
records and transcripts from such Books and Records. Such Books and
Records shall be maintained for a period of three (3) years following
completion of the Services hereunder, and City shall have access to such
Books and Records in the event any audit is required. In the event of
dissolution of Contracting Party's business, custody of the Books and Records
may be given to City, and access shall be provided by Contracting Party's
successor in interest. Under California Government Code Section 8546.7. if
the amount of public funds expended under this Agreement exceeds Ten
Thousand Dollars ($10,000.00), this Agreement shall be subject to the
examination and audit of the State Auditor, at the request of City or as part
of any audit of City, for a period of three (3) years after final payment under
this Agreement.
7.3 Ownership of Documents. All drawings, specifications, maps,
designs, photographs, studies, surveys, data, notes, computer files, reports,
records, documents, and other materials plans, drawings, estimates, test
data, survey results, models, renderings, and other documents or works of
authorship fixed in any tangible medium of expression, including but not
limited to, physical drawings, digital renderings, or data stored digitally,
magnetically, or in any other medium prepared or caused to be prepared by
Contracting Party, its employees, subcontractors, and agents in the
performance of this Agreement (the "Documents and Materials") shall be the
property of City and shall be delivered to City upon request of the Contract
Officer, or assigned designee, or upon the expiration or termination of this
Agreement, and Contracting Party shall have no claim for further employment
or additional compensation as a result of the exercise by City of its full rights
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of ownership use, reuse, or assignment of the Documents and Materials
hereunder. Any use, reuse or assignment of such completed Documents and
Materials for other projects and/or use of uncompleted documents without
specific written authorization by Contracting Party will be at City's sole risk
and without liability to Contracting Party, and Contracting Party's guarantee
and warranties shall not extend to such use, revise, or assignment.
Contracting Party may retain copies of such Documents and Materials for its
own use. Contracting Party shall have an unrestricted right to use the
concepts embodied therein. All subcontractors shall provide for assignment
to City of any Documents and Materials prepared by them, and in the event
Contracting Party fails to secure such assignment, Contracting Party shall
indemnify City for all damages resulting therefrom.
7.4 In the event City or any person, firm, or corporation authorized
by City reuses said Documents and Materials without written verification or
adaptation by Contracting Party for the specific purpose intended and causes
to be made or makes any changes or alterations in said Documents and
Materials, City hereby releases, discharges, and exonerates Contracting Party
from liability resulting from said change. The provisions of this clause shall
survive the termination or expiration of this Agreement and shall thereafter
remain in full force and effect.
7.5 Licensing of Intellectual Property. This Agreement creates a non-
exclusive and perpetual license for City to copy, use, modify, reuse, or
sublicense any and all copyrights, designs, rights of reproduction, and other
intellectual property embodied in the Documents and Materials. Contracting
Party shall require all subcontractors, if any, to agree in writing that City is
granted a non-exclusive and perpetual license for the Documents and
Materials the subcontractor prepares under this Agreement. Contracting Party
represents and warrants that Contracting Party has the legal right to license
any and all of the Documents and Materials. Contracting Party makes no such
representation and warranty in regard to the Documents and Materials which
were prepared by design professionals other than Contracting Party or
provided to Contracting Party by City. City shall not be limited in any way in
its use of the Documents and Materials at any time, provided that any such
use not within the purposes intended by this Agreement shall be at City's sole
risk.
7.6 Release of Documents. The Documents and Materials shall not be
released publicly without the prior written approval of the Contract Officer, or
assigned designee, or as required by law. Contracting Party shall not
disclose to any other entity or person any information regarding the activities
of City, except as required by law or as authorized by City.
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7.7 Confidential or Personal Identifying Information. Contracting
Party covenants that all City data, data lists, trade secrets, documents with
personal identifying information, documents that are not public records, draft
documents, discussion notes, or other information, if any, developed or
received by Contracting Party or provided for performance of this Agreement
are deemed confidential and shall not be disclosed by Contracting Party to any
person or entity without prior written authorization by City or unless required
by law. City shall grant authorization for disclosure if required by any lawful
administrative or legal proceeding, court order, or similar directive with the
force of law. All City data, data lists, trade secrets, documents with personal
identifying information, documents that are not public records, draft
documents, discussions, or other information shall be returned to City upon
the termination or expiration of this Agreement. Contracting Party's covenant
under this section shall survive the termination or expiration of this
Agreement.
8. ENFORCEMENT OF AGREEMENT.
8.1 California Law. This Agreement shall be interpreted, construed,
and governed both as to validity and to performance of the parties in
accordance with the laws of the State of California. Legal actions concerning
any dispute, claim, or matter arising out of or in relation to this Agreement
shall be instituted in the Superior Court of the County of Riverside, State of
California, or any other appropriate court in such county, and Contracting
Party covenants and agrees to submit to the personal jurisdiction of such court
in the event of such action.
8.2 Disputes. In the event of any dispute arising under this
Agreement, the injured party shall notify the injuring party in writing of its
contentions by submitting a claim therefore. The injured party shall continue
performing its obligations hereunder so long as the injuring party commences
to cure such default within ten (10) days of service of such notice and
completes the cure of such default within forty-five (45) days after service of
the notice, or such longer period as may be permitted by the Contract Officer,
or assigned designee; provided that if the default is an immediate danger to
the health, safety, or general welfare, City may take such immediate action
as City deems warranted. Compliance with the provisions of this Section shall
be a condition precedent to termination of this Agreement for cause and to
any legal action, and such compliance shall not be a waiver of any party's right
to take legal action in the event that the dispute is not cured, provided that
nothing herein shall limit City's right to terminate this Agreement without
cause pursuant to this Article 8.0. During the period of time that Contracting
Party is in default, City shall hold all invoices and shall, when the default is
cured, proceed with payment on the invoices. In the alternative, City may, in
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its sole discretion, elect to pay some or all of the outstanding invoices during
any period of default.
8.3 Retention ❑f Funds. City may withhold from any monies payable
to Contracting Party sufficient funds to compensate City for any losses, costs,
liabilities, or damages it reasonably believes were suffered by City due to the
default of Contracting Party in the performance of the Services required by
this Agreement.
8.4 Waiver. No delay or omission in the exercise of any right or
remedy of a non -defaulting party on any default shall impair such right or
remedy or be construed as a waiver. City's consent or approval of any act by
Contracting Party requiring City's consent or approval shall not be deemed to
waive or render unnecessary City's consent to or approval of any subsequent
act of Contracting Party. Any waiver by either party of any default must be in
writing and shall not be a waiver of any other default concerning the same or
any other provision of this Agreement.
8.5 Rights and Remedies are Cumulative. Except with respect to
rights and remedies expressly declared to be exclusive in this Agreement, the
rights and remedies of the parties are cumulative and the exercise by either
party of one or more of such rights or remedies shall not preclude the exercise
by it, at the same or different times, of any other rights or remedies for the
same default or any other default by the other party.
8.6 Legal Action. In addition to any other rights or remedies, either
party may take legal action, at law or at equity, to cure, correct, or remedy
any default, to recover damages for any default, to compel specific
performance of this Agreement, to obtain declaratory or injunctive relief, or
to obtain any other remedy consistent with the purposes of this Agreement.
8.7 Termination Prior To Expiration of Term. This Section shall govern
any termination of this Agreement, except as specifically provided in the
following Section for termination for cause. City reserves the right to
terminate this Agreement at any time, with or without cause, upon ninety
(90) days' written notice to Contracting Party. Upon receipt of any notice of
termination, Contracting Party shall immediately cease all Services hereunder
except such as may be specifically approved by the Contract Officer, or
assigned designee. Contracting Party shall be entitled to compensation for
all Services rendered prior to receipt of the notice of termination and for any
Services authorized by the Contract Officer, or assigned designee, thereafter
in accordance with the Schedule of Compensation or such as may be approved
by the Contract Officer, or assigned designee, except amounts held as a
retention pursuant to this Agreement.
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8.8 Termination for Default of Contracting Party. If termination is due
to the failure of Contracting Party to fulfill its obligations under this Agreement,
Contracting Party shall vacate any City -owned property which Contracting
Party is permitted to occupy hereunder and City may, after compliance with
the provisions of Section 8.2, take over the Services and prosecute the same
to completion by contract or otherwise, and Contracting Party shall be liable
to the extent that the total cost for completion of the Services required
hereunder exceeds the compensation herein stipulated (provided that City
shall use reasonable efforts to mitigate such damages), and City may withhold
any payments to Contracting Party for the purpose of setoff or partial payment
of the amounts owed City.
8.9 Attorneys' Fees. If either party to this Agreement is required to
initiate or defend or made a party to any action or proceeding in. any way
connected with this Agreement, the prevailing party in such action or
proceeding, in addition to any other relief which may be granted, whether
legal or equitable, shall be entitled to reasonable attorneys' fees; provided,
however, that the attorneys' fees awarded pursuant to this Section shall not
exceed the hourly rate paid by City for legal services multiplied by the
reasonable number of hours spent by the prevailing party in the conduct of
the litigation. Attorneys' fees shall include attorneys' fees on any appeal, and
in addition a party entitled to attorneys' fees shall be entitled to all other
reasonable costs for investigating such action, taking depositions and
discovery, and all other necessary costs the court allows which are incurred in
such litigation. All such fees shall be deemed to have accrued on
commencement of such action and shall be enforceable whether or not such
action is prosecuted to judgment. The court may set such fees in the same
action or in a separate action brought for that purpose.
9. CITY OFFICERS AND EMPLOYEES: NONDISCRIMINATION.
9.1 Non -liability of City Officers and Employees. No officer, official,
employee, agent, representative, or volunteer of City shall be personally liable
to Contracting Party, or any successor in interest, in the, event or any default
or breach by City or for any amount which may become due to Contracting
Party or to its successor, or for breach of any obligation of the terms of this
Agreement.
9.2 Conflict of Interest. Contracting Party covenants that neither it,
nor any officer or principal of it, has or shall acquire any interest, directly or
indirectly, which would conflict in any manner with the interests of City or
which would in any way hinder Contracting Party's performance of the
Services under this Agreement. Contracting Party further covenants that in
the performance of this Agreement, no person having any such interest shall
be employed by it as an officer, employee, agent, or subcontractor without
Page 13of17
the express written consent of the Contract Officer, or assigned designee.
Contracting Party agrees to at all times avoid conflicts of interest or the
appearance of any conflicts of interest with the interests of City in the
performance of this Agreement.
No officer or employee of City shall have any financial interest, direct
or indirect, in this Agreement nor shall any such officer or employee
participate in any decision relating to this Agreement which effects his financial
interest or the financial interest of any corporation, partnership or association
in which he is, directly or indirectly, interested, in violation of any State statute
or regulation. Contracting Party warrants that it has not paid or given and will
not pay or give any third party any money or other consideration for obtaining
this Agreement.
9.3 Covenant against Discrimination. Contracting Party covenants
that, by and for itself, its heirs, executors, assigns, and all persons claiming
under or through them, that there shall be no discrimination against or
segregation of, any person or group of persons on account of any
impermissible classification including, but not limited to, race, color, creed,
religion, sex, marital status, sexual orientation, national origin, or ancestry in
the performance of this Agreement. Contracting Party shall take affirmative
action to ensure that applicants are employed and that employees are treated
during employment without regard to their race, color, creed, religion, sex,
marital status, sexual orientation, national origin, or ancestry.
10. MISCELLANEOUS PROVISIONS.
10.1 Notice. Any notice, demand, request, consent, approval, or
communication either party desires or is required to give the other party or
any other person shall be in writing and either served personally or sent by
prepaid, first-class mail to the address set forth below. Either party may
change its address by notifying the other party of the change of address in
writing. Notice shall be deemed communicated forty-eight (48) hours from
the time of mailing if mailed as provided in this Section.
To City: To Contracting Party:
CITY OF LA QUINTA Acorn Technology Services
Attention: Gilbert Villalpando C/o Mickey McGuire
78495 Calle Tampico 1960 Chicago Avenue, Suite E9
La Quinta, California 92253 Riverside, CA 92507
Page 14 of 17
10.2 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed
for or against either party by reason of the authorship of this Agreement or
any other rule of construction which might otherwise apply.
10.3 Section Headings and Subheadings. The section headings and
subheadings contained in this Agreement are included for convenience only
and shall not limit or otherwise affect the terms of this Agreement.
10.4 Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed to be an original, and such counterparts shall
constitute one and the same instrument
10.5 Integrated Agreement. This Agreement including the exhibits
hereto is the entire, complete, and exclusive expression of the understanding
of the parties. It is understood that there are no oral agreements between
the parties hereto affecting this Agreement and this Agreement supersedes
and cancels any and all previous negotiations, arrangements, agreements,
and understandings, if any, between the parties, and none shall be used to
interpret this Agreement.
10.6 Amendment. No amendment to or modification of this Agreement
shall be valid unless made in writing and approved by Contracting Party and
by the City Council of City. The parties agree that this requirement for written
modifications cannot be waived and that any attempted waiver shall be void.
10.7 Severability. In the event that any one or more of the articles,
phrases, sentences, clauses, paragraphs, or sections contained in this
Agreement shall be declared invalid or unenforceable, such invalidity or
unenforceability shall not affect any of the remaining articles, phrases,
sentences, clauses, paragraphs, or sections of this Agreement which are
hereby declared as severable and shall be interpreted to carry out the intent
of the parties hereunder unless the invalid provision is so material that its
invalidity deprives either party of the basic benefit of their bargain or renders
this Agreement meaningless.
10.8 Unfair Business Practices Claims. In entering into this Agreement,
Contracting Party offers and agrees to assign to City all rights, title, and
interest in and to all causes of action it may have under Section 4 of the
Clayton Act (15 U.S.C. § 15) or under the Cartwright Act (Chapter 2,
(commencing with Section 16700) of Part 2 of Division 7 of the Business and
Professions Code), arising from purchases of goods, services, or materials
related to this Agreement. This assignment shall be made and become
effective at the time City renders final payment to Contracting Party without
further acknowledgment of the parties.
Page 15 of 17
10.9 No Third -Party Beneficiaries. With the exception of the specific
provisions set forth in this Agreement, there are no intended third -party
beneficiaries under this Agreement and no such other third parties shall have
any rights or obligations hereunder.
10.10Authority. The persons executing this Agreement on behalf of
each of the parties hereto represent and warrant that (i) such party is duly
organized and existing, (ii) they are duly authorized to execute and deliver
this Agreement on behalf of said party, (iii) by so executing this Agreement,
such party is formally bound to the provisions of this Agreement, and (iv) that
entering into this Agreement does not violate any provision of any other
Agreement to which said party is bound. This Agreement shall be binding
upon the heirs, executors, administrators, successors, and assigns of the
parties.
[SIGNATURES ON FOLLOWING PAGE]
Page 16 of 17
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the dates stated below.
CITY OF LA QUINTA,
a California Municipal Corporation
----JflXTvTCMILLEN, City Manager
City of La Quinta, California
Dated:
ATTEST:
MONIKA RADEVA, Cit*Clerk
La Quinta, California
APPROVED AS TO FORM:
WILLIAM H. IHRKE, City Attorney
City of La Quinta, California
CONTRACTING PARTY:
AMICKV'YGUIRE
Chief Executive Officer
Page 17 of 17
�®r
TECH NOLOVY
SERVICES
Managed Information
Technology Services
Scope of Services
City of La Quinta
Presented on
June 24, 2019
Acorn Technology Services
1960 Chicago Ave, Ste E9
Riverside, CA 92507
951.784.3500 (office)
951.320.7066 (fax)
www.acornteciiservices.com
acorn
Scope of Services- General Support
1) Man lT Services
• Monitoring services
• Maintaining operational knowledge base for city specific systems
r Performance tuning and monitoring
• Perform routine maintenance tasks as noted below in Section 7
• Manage updates, patches/ hotfixes, antivirus/anti-malware definitions
• Change Requests, such new users, passwords, permissions, etc.
• Configuration Management for different user groups
• Server Administration
■ Network Administration
• Hardware/Software Asset Management with recommended replacement schedules
• Record completion of works via ticketing system
• Training
A. Help Desl�
• Maintain appropriate procedures to receive and respond to client calls
• Maintain data for the purpose to track, manage and report incidents and requests for service
• Provide the appropriate expert level of assistance
• Manage call escalation and resolution
• Manage the root cause analysis (RCA)
■ Installation of Remote Management and Monitoring software
• Maintain proper security procedures when responding to client calls
B. Securi
• Implement the applicable procedures to provide the appropriate level of protective and
compliancy measures to assets, data and information -handling systems to ensure the
Confidentiality, Integrity and Availability of the system.
• This is applied, but not limited to:
(1) Password policies and procedures
(2) Authentication
(3) Authorization/Access controls (ACL)
(4) Security incident reporting and management
C. En - r a is action
• Obtain feedback from users regarding satisfaction with the services provided
• Communicate identified issues with services
• Ensures appropriate action is implemented to correct any identified issues
Page 2 of 8
acorn
Approach 'r
Acorn's success is based on its exibihty to shape its services to meet the customer's needs. Acorn fully
recognizes that the City of AMyrwariia's needs may vary, and Acorn will adjust our services as needed.
.20( Qu,rt�
In general terms Acorn believes the best approach to support and maintenance is through proactive
monitoring, patching, and protection. The Acorn team takes great pains to ensure security patches are tested
and deployed, malware is kept out of the systems, SPAM is mitigated, and monitoring of all critical systems
are watched closely by live Acorn team members 24/7/365. However, even with the most proactive methods
in place, support and repairs are still needed.
Detailed below, in more specific terms, is Acorn's approach to providing the IT support that meets the City's
needs, including an on -site TSR1 technician along with Acorn's 24/7 remote desktop support.
1. StaUlng
A. Remote Support: Acorn provides a team of technicians that are available 24/7/365 to provide
remote technical support for the City's staff in the event the on -site personnel are unable to
handle the need for technical support. The remote support technicians provide desktop support,
server administration, network administration, and system monitoring.
B. Onsite Support: In conjunction with the remote technical staff located at Acorn's headquarters,
Acorn will provide two technicians to work at the City of La Quinta's main office delivering service
to users as needed at all City locations. The technicians will be on -site for a standard work week
of 40 hours a week 52 weeks a year, except for recognized City holidays. These staff members will
maintain an IT work program that establishes priorities and balances the needs of all City
Departments. From time to time, Acorn may alternate the on -site technicians in an effort to have
a greater number of staff trained on the City's systems, thus, allowing Acorn to offer more
redundant trained staffing support.
2. Ticket Generation & Tracking
Acorn Technology utilizes Autotask as its primary Helpdesk ticket management system. It consists of
queues for Helpdesk, lab, and site where tickets are created and queued from the following sources:
A. Incoming support calls
B. Email sent to Helpdesk@acorntecservices.com
C. Monitoring (Internal monitoring system)
D. CentraStage monitoring (RMM software)
E. Internal requests
All generated tickets are initially maintained and tracked in the Helpdesk queue. The Helpdesk
Manager's responsibility is to monitor the queue and assign resources as necessary to ensure
work is handled accurately and timely. Additionally, technicians are instructed to go into the
queue as they complete tickets to work on the next ticket within the queue.
3. Call Handling
An incoming support call is answered and logged into Acorn's ticketing system. The technician will then
work to resolve the caller's issue. Acorn will implement a policy whereby if the onsite technician is
unavailable, the call can be routed to Acorn's 24/7/365 Helpdesk where a technician can remotely
address the user's needs.
Page 3 of 8
acorn
4. Lab Process & Repair
When a PC or Server is brought into the lab, it is racked into a KVM (if available). Before any work or
diagnosis is performed, machines are imaged (Full Backup). Once the backup image is confirmed, the
ticket is reviewed and diagnostics/work is performed. If a hardware failure is diagnosed, the technician
will determine if the equipment is under warranty. If the equipment is under warranty, the technician
will contact the supporting vendor to arrange repair. If the equipment is not under warranty, the
technician will contact the CSR to determine the next course of action. This may include researching and
finding a replacement piece of equipment or pulling a spare from on -site inventory. Once work is
complete, the ticket is updated with the work performed then audited by a different technician. When
configuring new equipment for deployment, a ticket and install sheet are created. The install sheet
contains a list of configurations and/or software requirements for the device. A technician checks off the
items on the sheet as they are completed. When finished, notes are entered into the ticket and the sheet
is audited by another technician.
S. Ticket Resolution
Helpdesk technicians are required to monitor the Helpdesk queue for all non -call generated tickets. Our
goal is to minimize down time and restore service operation as soon as possible. Tickets are handled in
FIFO order, by priority with high priority tickets handled first. The Helpdesk Manager may increase
priorities of tickets based on severity and user impact. Once a technician is working on an issue (call
generated or not), they are required to follow the escalation procedure outlined below. Once the issue is
resolved (and the user is satisfied), time, work performed and notes are entered into the ticket, and the
ticket is closed.
6. Escalation Process
Initial incoming calls are fielded by the next available technician and if that technician is unable to
resolve an issue in an adequate amount of time or has not made progress towards a solution after 15
minutes, the technician will work to escalate the issue to the next level of support. If the next level of
technical support is unable to resolve the issue in a timely manner, then the issue will be directed to
Helpdesk Manager, who will determine the best way to handle the issue. Most likely this involves
moving the issue to Acorn's special project team. The escalation process is closely monitored by the
customer service representative.
General Monitorioa Maintenance Plan
For all current City of Niapr oVia inventory and any subsequent computers added to the System, Acorn
will create and maintai the Following systems, and perform the following activities per the following
schedule: 4. Qt yI 0 !
A. Apply Windows Update Patches
Customer may use some software that may be negatively affected by Windows"' updates. Acorn
shall evaluate the updates and if performance is acceptable, shall roll out patches across
computers and servers. Roll out should occur within two weeks of the release of an update.
Acorn will use its WSUS server or if the City prefers, use the City's WSUS server to manage and
monitor the successful deployment of updates.
B. Maintain Antivirus Definitions and Scan
Acorn shall create and maintain a suitable anti -virus strategy, which will include installation and
updates of new antivirus definitions and a weekly scan of the entire hard drive. Cost of software,
if any, is additional and shall be borne by Customer following Customer approval. Antivirus
software shall monitor all servers, client machines, and e-mail. Acorn will use the server side
Page 4 of 8
acorn
interface of the customer's antivirus software along with CentraStage to manage and monitor the
successful deployment of antivirus definitions and system scans.
C. Maintain SPAM control
Acorn shall create and maintain a strategy for controlling unsolicited commercial e-mail (SPAM).
SPAM control must extend to both local and remote users, and must allow for rescuing messages
incorrectly categorized as SPAM. If the customer does not have an adequate solution in place,
Acorn will use its Barracuda Spam filtering appliances to manage and monitor spam filtering for
the customer.
D. Data Back Up for Disaster Recovery Strategy
Acorn can use off -the -shelf products, combined with its own customized applications for
managing and monitoring data backup. Acorn would be responsible for creating and deploying a
comprehensive data back-up strategy with the following attributes:
• Comprehensive: Back up strategy includes full images from all servers. Back up strategy
will be designed to retain data on a sufficient basis to protect against a catastrophic
system -wide failure. Currently, this strategy includes daily back-ups for seven (7) days;
weekly back-ups for four (4) weeks for an on -going basis. Additional retention can be
put into place based upon customer storage availability.
• Automated: Backups occur automatically with no user intervention, and little or no
administrative intervention.
• Off -Site: Backups are stored off Customer's primary site by direct network backup to a
data center.
• Easily Restored: Backups are stored so that they are easily restored.
• Back Up Schedule:
1. Complete image backup of all servers: No less than daily and more frequently
based up on server functionality and criticality.
E. Disaster Recovery Solution
As requested by Customer, Acorn will develop, provide and implement a Disaster Recovery
Solution to provide a viable solution to minimize downtime should any problems arise with the
customer's current server configuration; however, this service is not included in this proposal
and would be part of a separate agreement.
F. Domain Management
Acorn Technology can provide domain management for the City's domains which would include
timely renewals and appropriate record management to ensure proper delivery of e-mail and
website access.
G. Training
Upon initial set up and as required for new users, Acorn will provide basic training on the proper
use of the System. As requested by Customer, Acorn will have the on -site technician develop and
provide training programs on application usage.
H. Network Monitoring
Acorn will maintain a 24/7 monitoring system using a combination of proprietary and third
party monitoring software. Customer Service Representatives and Technical Service
Representatives are on call 24/7 and utilize the monitoring system to assure that Customer's
connectivity, latency and usage are within expected and acceptable tolerances.
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acorn
8. Response Schedule
Acorn shall be prepared to provide ongoing support for Customer's System implementation and
maintenance, including remote access, telephone, and on -site help when necessary, per the following
schedule:
Telephone callback.
Business Hours (7am-7pm) 130 minutes
All other times
60 minutes
Remote access assistance from qualified technician logging into Network,
computer or server:
Business Hours (7am-7pm) 1 30 minutes
All other times
60 minutes
9. Number of Users/Devices
Acorn shall provide complete ongoing technical assistance and system management on the following:
Quantity7jlr
TBD
Devices
Users
120
Desktop/Laptop Windows Computers
7
Mac OS devices
23
Servers (Physical and Virtual)
3
LAN Infrastructure
1
Routers
21
Wireless Access Points
19
Switches
TBD
Virtual Private Network (VPN)
TBD
Networked Copiers/Printers
170
Phones
Page 6 of 8
acorn
Scope of Services- Assessment
Acorn Technology will conduct a full assessment, documentation and recommendations for key issues for
the City of La Quinta's IT systems and support. Acorn will conduct a detailed survey of the network,
inventory of estimated 127 workstations and 23 servers that span over 5 locations. The survey will provide
detailed information which will be used to provide thorough and accurate documentation.
Acorn will conduct meetings with IT management, department heads and City management to ensure
current issues, projects, needs, concerns and thoughts are addressed. Based off of the information gathered,
Acorn will make recommendations to address key concerns and needs, improve functionality and
implement best practices. The recommendations will be provided with budget and timelines for each
recommendation. Subject to City approval and scheduling, Acorn will conduct a formal training/discussion
with staff introducing who Acorn is, what we do and how we are here to help the City of La Quinta.
1. Conduct a Full Assessment of the City's Information Technology Systems:
A. Acorn will arrange for technical and customer service personnel to be on -site at the City's
locations for the purpose of performing a full assessment of the City's IT Systems. Additional
remote assistance may also be provided to conduct the assessment. It is anticipated that this
will take approximately 30 days.
The expected methods used to perform the assessment may include but are not limited to the
following:
i. Installation of Acorn's remote monitoring and management tool
ii. Physical survey of each computer, server and location
iii. Meet with and gather information from existing IT support team members
iv. Review of existing practices and procedures
v. Discussions with City Management to understand goals and objectives
B. Detailed Report: Acorn will analyze the information collected during the assessment and
provide a written report that at least includes the following documentation:
i. Inventory of the Workstations with the following data: Make/Model, Operating
System, Processor, RAM, HDD total/used, recommended replacement schedule,
location, and assigned user
ii. Inventory of the Servers: Make/Model, Operating System, Processor, RAM, physical
or virtual, primary function, recommended replacement schedule, and other
recommendations
iii. Inventory of Network Printers/Scanners/Copiers
iv. Inventory of Network Equipment: Switches, WAPs, Router(s), Modem(s), UPSs,
Storage Devices, etc.
v. Inventory of Phone System
vi. ISP and Connectivity information: Fiber and Radio Speeds
vii. Listing of Critical Applications and whether there is vendor support available
viii. Remote Access Documentation: VPN, etc.
ix. Evaluation of Backup System
x. Evaluation of basic physical and network security
xi. Evaluation of Anti -Virus, SPAM, and Malware
xii. Network Diagram
Page 7 of 8
acorn
xiii. Basic Floorplan with device and system locations
C. Recommended Solutions: With the information gathered during the assessment, Acorn will
develop a customized Information Technology Systems Solution i.e. an "IT Road Map or Plan"
for the City. It is anticipated that this will take approximately 30 days after the assessment has
been completed. The recommendations will include but not limited to:
i. A list of recommended improvements, changes, and maintenance items
ii. Prioritization of each recommended item based on its criticality to City operations,
best practices, and City goals and objectives
iii. Specifications for any recommended hardware and/or software
iv. Budget estimates for implementation including equipment and services
v. Estimated timelines for implementation
vi. A 5 year IT infrastructure replacement schedule and budget
vii. Recommended on -site and/or remote IT staffing to meet City's support needs
Scope of Services- Vulnerability Scan
Acorn Technology will provide a Vulnerability Scan, both from an internal and external perspective for the
City of La Quinta. The Vulnerability Scan includes a systematic audit of available services, searching for
known deficiencies in the network, operating systems, and application layers. Acorn Technology will
produce reports that offer an executive summary and details on:
1) Summary of Findings
2) Identified vulnerabilities with criticality
3) Remediation
4) Recommendations
It is anticipated that this will take approximately 30 days after the assessment has been completed.
Page 8 of 8
Exhibit B
Schedule of Compensation
Monthly Recurring Charges
Years 1-3: $19,050 per month ($228,600 annually), not -to -exceed
$330,000 annually pending special projects*
Optional Years 4 and 5: $20,002 per month ($240,030 annually), not -
to -exceed $330,000 annually pending any special projects
*Special Projects include IT staffing for City Council, Housing Authority,
and various City Boards and Commissions meetings. IT infrastructure
upgrades, assessments, security scans, various after hour calls, and project
outside the scope of normal working hours.
The following are considered projects outside the scope of the initial proposal
if not performed by an onsite technician. These projects can be performed for
the following rates:
® Deployment of new computers: $300.00
• Deployment of new servers: $2,500.00
Installation of new VPN: $75.00
Additional devices can be added to the support agreement at the following
monthly recurring rates:
• $50.00 per Computer
• $150.00 per Server
• $150.00 per Network
• $5.00 per Phone
The following are hourly rates charges for other services not performed by an
on -site technician that are not covered in the flat rate services:
• Tier 1 Technician (TSR1) $90.00/hour
• Tier 2 Technician (TSR2) $110.00/hour
• Tier 3 Technician (TSR3) $125.00/hour
Exhibit B
Page 1of1
Exhibit C
Schedule of Performance
Contracting Party shall completE
Services, Exhibit A of this Agreement,
identified in Exhibit A of this ,Agreen
herein by this reference.
all services identified in the Scope of
in accordance with the Project Schedule
ent, attached hereto and incorporated
Exhibit C
-1 of 1-
Exhibit D
Special Requirements
"None"
Exhibit D
Page 1of1
Exhibit E
Insurance Requirements
E.1 Insurance. Prior to the beginning of and throughout the duration of
this Agreement, the following policies shall be maintained and kept in full force
and effect providing insurance with minimum limits as indicated below and
issued by insurers with A.M. Best ratings of no less than A -VI:
Commercial General Liability (at least as broad as ISO CG 0001)
$1,000,000 (per occurrence)
$2,000,000 (general aggregate)
Must include the following endorsements:
General Liability Additional Insured
General Liability Primary and Non-contributory
Commercial Auto Liability (at least as broad as ISO CA 0001)
$1,000,000 (per accident)
Personal Auto Declaration Page if applicable
Errors and Omissions Liability
$1,000,000 (per claim and aggregate)
Workers' Compensation
(per statutory requirements)
Must include the following endorsements:
Workers Compensation with Waiver of Subrogation
Workers Compensation Declaration of Sole Proprietor if applicable
Cyber Liability
$1,000,000 (per occurrence)
$2,000,000 (general aggregate)
Contracting Party shall procure and maintain, at its cost, and submit
concurrently with its execution of this Agreement, Commercial General
Liability insurance against all claims for injuries against persons or damages
to property resulting from Contracting Party's acts or omissions rising out of
or related to Contracting Party's performance under this Agreement. The
insurance policy shall contain a severability of interest clause providing that
the coverage shall be primary for losses arising out of Contracting Party's
performance hereunder and neither City nor its insurers shall be required to
contribute to any such loss. An endorsement evidencing the foregoing and
naming the City and its officers and employees as additional insured (on the
Commercial General Liability policy only) must be submitted concurrently with
Exhibit E
Page 1 of 7
the execution of this Agreement and approved by City prior to commencement
of the services hereunder.
Contracting Party shall carry automobile liability insurance of
$1,000,000 per accident against all claims for injuries against persons or
damages to property arising out of the use of any automobile by Contracting
Party, its officers, any person directly or indirectly employed by Contracting
Party, any subcontractor or agent, or anyone for whose acts any of them may
be liable, arising directly or indirectly out of or related to Contracting Party's
performance under this Agreement. If Contracting Party or Contracting
Party's employees will use personal autos in any way on this project,
Contracting Party shall provide evidence of personal auto liability coverage for
each such person. The term "automobile" includes, but is not limited to, a
land motor vehicle, trailer or semi -trailer designed for travel on public roads.
The automobile insurance policy shall contain a severability of interest clause
providing that coverage shall be primary for losses arising out of Contracting
Party's performance hereunder and neither City nor its insurers shall be
required to contribute to such loss.
Professional Liability or Errors and Omissions Insurance as
appropriate shall be written on a policy form coverage specifically designed to
protect against acts, errors or omissions of the Contracting Party and "Covered
Professional Services" as designated in the policy must specifically include
work performed under this agreement. The policy limit shall be no less than
$1,000,000 per claim and in the aggregate. The policy must "pay on behalf
of" the insured and must include a provision establishing the insurer's duty to
defend. The policy retroactive date shall be on or before the effective date of
this agreement.
Contracting Party shall carry Workers' Compensation Insurance in
accordance with State Worker's Compensation laws with employer's liability
limits no less than $1,000,000 per accident or disease.
Contracting Party shall procure and maintain Cyber Liability
insurance with limits of $1,000,000 per occurrence/loss which shall include
the following coverage:
a. Liability arising from the theft, dissemination and/or use of
confidential or personally identifiable information; including
credit monitoring and regulatory fines arising from such theft,
dissemination or use of the confidential information.
b. Network security liability arising from the unauthorized use of,
access to, or tampering with computer systems.
Exhibit E
Page 2 of 7
c. Liability arising from the failure of technology products
(software) required under the contract for Consultant to
properly perform the services intended.
d. Electronic Media Liability arising from personal injury, plagiarism
or misappropriation of ideas, domain name infringement or
improper deep -linking or framing, and infringement or violation
of intellectual property rights.
e. Liability arising from the failure to render professional services.
If coverage is maintained on a claims -made basis, Contracting Party shall
maintain such coverage for an additional period of three (3) years following
termination of the contract.
Contracting Party shall provide written notice to City within ten
(10) working days if: (1) any of the required insurance policies is terminated;
(2) the limits of any of the required polices are reduced; or (3) the deductible
or self -insured retention is increased. In the event any of said policies of
insurance are cancelled, Contracting Party shall, prior to the cancellation date,
submit new evidence of insurance in conformance with this Exhibit to the
Contract Officer. The procuring of such insurance or the delivery of policies
or certificates evidencing the same shall not be construed as a limitation of
Contracting Party's obligation to indemnify City, its officers, employees,
contractors, subcontractors, or agents.
E.2 Remedies. In addition to any other remedies City may have if
Contracting Party fails to provide or maintain any insurance policies or policy
endorsements to the extent and within the time herein required, City may, at
its sole option:
a. Obtain such insurance and deduct and retain the amount of the
premiums for such insurance from any sums due under this Agreement.
b. Order Contracting Party to stop work under this Agreement
and/or withhold any payment(s) which become due to Contracting Party
hereunder until Contracting Party demonstrates compliance with the
requirements hereof.
c. Terminate this Agreement.
Exercise of any of the above remedies, however, is an alternative to
any other remedies City may have. The above remedies are not the exclusive
remedies for Contracting Party's failure to maintain or secure appropriate
Exhibit E
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policies or endorsements. Nothing herein contained shall be construed as
limiting in any way the extent to which Contracting Party may be held
responsible for payments of damages to persons or property resulting from
Contracting Party's or its subcontractors' performance of work under this
Agreement.
E.3 General Conditions Pertaining t❑ Provisions of Insurance Coverage
by Contracting Party. Contracting Party and City agree to the following with
respect to insurance provided by Contracting Party:
1. Contracting Party agrees to have its insurer endorse the third
party general liability coverage required herein to include as additional
insureds City, its officials, employees, and agents, using standard ISO
endorsement No. CG 2010 with an edition prior to 1992. Contracting Party
also agrees to require all contractors, and subcontractors to do likewise.
2. No liability insurance coverage provided to comply with this
Agreement shall prohibit Contracting Party, or Contracting Party's employees,
or agents, from waiving the right of subrogation prior to a loss. Contracting
Party agrees to waive subrogation rights against City regardless of the
applicability of any insurance proceeds, and to require all contractors and
subcontractors to do likewise.
3. All insurance coverage and limits provided by Contracting Party
and available or applicable to this Agreement are intended to apply to the full
extent of the policies. Nothing contained in this Agreement or any other
agreement relating to City or its operations limits the application of such
insurance coverage.
4. None of the coverages required herein will be in compliance with
these requirements if they include any limiting endorsement of any kind that
has not been first submitted to City and approved of in writing.
5. No liability policy shall contain any provision or definition that
would serve to eliminate so-called "third party action over" claims, including
any exclusion for bodily injury to an employee of the insured or of any
contractor or subcontractor.
6. All coverage types and limits required are subject to approval,
modification and additional requirements by the City, as the need arises.
Contracting Party shall not make any reductions in scope of coverage (e.g.
elimination of contractual liability or reduction of discovery period) that may
affect City's protection without City's prior written consent.
Exhibit E
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7. Proof of compliance with these insurance requirements, consisting
of certificates of insurance evidencing all the coverages required and an
additional insured endorsement to Contracting Party's general liability policy,
shall be delivered to City at or prior to the execution of this Agreement. In
the event such proof of any insurance is not delivered as required, or in the
event such insurance is canceled at any time and no replacement coverage is
provided, City has the right, but not the duty, to obtain any insurance it deems
necessary to protect its interests under this or any other agreement and to
pay the premium. Any premium so paid by City shall be charged to and
promptly paid by Contracting Party or deducted from sums due Contracting
Party, at City option.
8. It is acknowledged by the parties of this agreement that all
insurance coverage required to be provided by Contracting Party or any
subcontractor, is intended to apply first and on a primary, non-contributing
basis in relation to any other insurance or self-insurance available to City.
9. Contracting Party agrees to ensure that subcontractors, and any
other party involved with the project that is brought onto or involved in the
project by Contracting Party, provide the same minimum insurance coverage
required of Contracting Party. Contracting Party agrees to monitor and review
all such coverage and assumes all responsibility for ensuring that such
coverage is provided in conformity with the requirements of this section.
Contracting Party agrees that upon request, all agreements with
subcontractors and others engaged in the project will be submitted to City for
review.
10. Contracting Party agrees not to self -insure or to use any self -
insured retentions or deductibles on any portion of the insurance required
herein (with the exception of professional liability coverage, if required) and
further agrees that it will not allow any contractor, subcontractor, Architect,
Engineer or other entity or person in any way involved in the performance of
work on the project contemplated by this agreement to self -insure its
obligations to City. If Contracting Party's existing coverage includes a
deductible or self -insured retention, the deductible or self -insured retention
must be declared to the City. At that time the City shall review options with
the Contracting Party, which may include reduction or elimination of the
deductible or self -insured retention, substitution of other coverage, or other
solutions.
11. The City reserves the right at any time during the term of this
Agreement to change the amounts and types of insurance required by giving
the Contracting Party ninety (90) days advance written notice of such change.
If such change results in substantial additional cost to the Contracting Party,
Exhibit E
Page 5 of 7
the City will negotiate additional compensation proportional to the increased
benefit to City.
12. For purposes of applying insurance coverage only, this Agreement
will be deemed to have been executed immediately upon any party hereto
taking any steps that can be deemed to be in furtherance of or towards
performance of this Agreement.
13. Contracting Party acknowledges and agrees that any actual or
alleged failure on the part of City to inform Contracting Party of non-
compliance with any insurance requirement in no way imposes any additional
obligations on City nor does it waive any rights hereunder in this or any other
regard.
14. Contracting Party will renew the required coverage annually as
long as City, or its employees or agents face an exposure from operations of
any type pursuant to this agreement. This obligation applies whether the
agreement is canceled or terminated for any reason. Termination of this
obligation is not effective until City executes a written statement to that effect.
15. Contracting Party shall provide proof that policies of insurance
required herein expiring during the term of this Agreement have been renewed
or replaced with other policies providing at least the same coverage. Proof
that such coverage has been ordered shall be submitted prior to expiration.
A coverage binder or letter from Contracting Party's insurance agent to this
effect is acceptable. A certificate of insurance and an additional insured
endorsement is required in these specifications applicable to the renewing or
new coverage must be provided to City within five (5) days of the expiration
of coverages.
16. The provisions of any workers' compensation or similar act will not
limit the obligations of Contracting Party under this agreement. Contracting
Party expressly agrees not to use any statutory immunity defenses under such
laws with respect to City, its employees, officials, and agents.
17. Requirements of specific coverage features, or limits contained in
this section are not intended as limitations on coverage, limits or other
requirements nor as a waiver of any coverage normally provided by any given
policy. Specific reference to a given coverage feature is for purposes of
clarification only as it pertains to a given issue and is not intended by any
party or insured to be limiting or all-inclusive.
18. These insurance requirements are intended to be separate and
distinct from any other provision in this Agreement and are intended by the
parties here to be interpreted as such.
Exhibit E
Page 6 of 7
19. The requirements in this Exhibit supersede all other sections and
provisions of this Agreement to the extent that any other section or provision
conflicts with or impairs the provisions of this Exhibit.
20. Contracting Party agrees to be responsible for ensuring that no
contract used by any party involved in any way with the project reserves the
right to charge City or Contracting Party for the cost of additional insurance
coverage required by this agreement. Any such provisions are to be deleted
with reference to City. It is not the intent of City to reimburse any third party
for the cost of complying with these requirements. There shall be no recourse
against City for payment of premiums or other amounts with respect thereto.
21. Contracting Party agrees to provide immediate notice to City of
any claim or loss against Contracting Party arising out of the work performed
under this agreement. City assumes no obligation or liability by such notice,
but has the right (but not the duty) to monitor the handling of any such claim
or claims if they are likely to involve City.
Exhibit E
Page 7of7
Exhibit F
Indemnification
FA Indemnity for the Benefit of City.
a. Indemnification for Professional Liability. When the law
establishes a professional standard of care for Contracting Party's Services, to
the fullest extent permitted by law, Contracting Party shall indemnify, protect,
defend (with counsel selected by City), and hold harmless City and any and
all of its officials, employees, and agents ("Indemnified Parties") from and
against any and all claims, losses, liabilities of every kind, nature, and
description, damages, injury (including, without limitation, injury to or death
of an employee of Contracting Party or of any subcontractor), costs and
expenses of any kind, whether actual, alleged or threatened, including,
without limitation, incidental and consequential damages, court costs,
attorneys' fees, litigation expenses, and fees of expert consultants or expert
witnesses incurred in connection therewith and costs of investigation, to the
extent same are caused in whole or in part by any negligent or wrongful act,
error or omission of Contracting Party, its officers, agents, employees or
subcontractors (or any entity or individual that Contracting Party shall bear
the legal liability thereof) in the performance of professional services under
this agreement. With respect to the design of public improvements, the
Contracting Party shall not be liable for any injuries or property damage
resulting from the reuse of the design at a location other than that specified
in Exhibit A without the written consent of the Contracting Party.
b. Indemnification for Other Than Professional Liability. Other
than in the performance of professional services and to the full extent
permitted by law, Contracting Party shall indemnify, defend (with counsel
selected by City), and hold harmless the Indemnified Parties from and against
any liability (including liability for claims, suits, actions, arbitration
proceedings, administrative proceedings, regulatory proceedings, losses,
expenses or costs of any kind, whether actual, alleged or threatened,
including, without limitation, incidental and consequential damages, court
costs, attorneys' fees, litigation expenses, and fees of expert consultants or
expert witnesses) incurred in connection therewith and costs of investigation,
where the same arise out of, are a consequence of, or are in any way
attributable to, in whole or in part, the performance of this Agreement by
Contracting Party or by any individual or entity for which Contracting Party is
legally liable, including but not limited to officers, agents, employees, or
subcontractors of Contracting Party.
c. Indemnity Provisions for Contracts Related to Construction
(Limitation on Indemnity). Without affecting the rights of City under any
Exhibit F
Page 1 of 3
provision of this agreement, Contracting Party shall not be required to
indemnify and hold harmless City for liability attributable to the active
negligence of City, provided such active negligence is determined by
agreement between the parties or by the findings of a court of competent
jurisdiction. In instances where City is shown to have been actively negligent
and where City's active negligence accounts for only a percentage of the
liability involved, the obligation of Contracting Party will be for that entire
portion or percentage of liability not attributable to the active negligence of
City.
d. Indemnification Provision for Design Professionals.
1. A2plicability of this Section F.1(d). Notwithstanding
Section F.1(a) hereinabove, the following indemnification provision shall apply
to a Contracting Party who constitutes a "design professional" as the term is
defined in paragraph 3 below.
2. Scope of Indemnification. When the law establishes a
professional standard of care for Contracting Party's Services, to the fullest
extent permitted by law, Contracting Party shall indemnify and hold harmless
City and any and all of its officials, employees, and agents ("Indemnified
Parties") from and against any and all losses, liabilities of every kind, nature,
and description, damages, injury (including, without limitation, injury to or
death of an employee of Contracting Party or of any subcontractor), costs and
expenses, including, without limitation, incidental and consequential
damages, court costs, reimbursement of attorneys' fees, litigation expenses,
and fees of expert consultants or expert witnesses incurred in connection
therewith and costs of investigation, to the extent same are caused by any
negligent or wrongful act, error or omission of Contracting Party, its officers,
agents, employees or subcontractors (or any entity or individual that
Contracting Party shall bear the legal liability thereof) in the performance of
professional services under this agreement. With respect to the design of
public improvements, the Contracting Party shall not be liable for any injuries
or property damage resulting from the reuse of the design at a location other
than that specified in Exhibit A without the written consent of the Contracting
Pa rty. .
3. ❑esign Professional Defined. As used in this
Section F.1(d), the term "design professional" shall be limited to licensed
architects, registered professional engineers, licensed professional land
surveyors and landscape architects, all as defined under current law, and as
may be amended from time to time by Civil Code § 2782.8.
F.2 Obligation to Secure Indemnification Provisions. Contracting
Party agrees to obtain executed indemnity agreements with provisions
Exhibit F
Page 2 of 3
identical to those set forth herein this Exhibit F, as applicable to the
Contracting Party, from each and every subcontractor or any other person or
entity involved by, for, with or on behalf of Contracting Party in the
performance of this Agreement. In the event Contracting Party fails to obtain
such indemnity obligations from others as required herein, Contracting Party
agrees to be fully responsible according to the terms of this Exhibit. Failure
of City to monitor compliance with these requirements imposes no additional
obligations on City and will in no way act as a waiver of any rights hereunder.
This obligation to indemnify and defend City as set forth in this Agreement are
binding on the successors, assigns or heirs of Contracting Party and shall
survive the termination of this Agreement.
Exhibit F
Page 3 of 3