HomeMy WebLinkAboutReso - CC - 087-2018RESOLUTION NO. 087-2018
A RESOLUTION OF THE CITY COIINCIL OF THE CITY OF BURLINGAME
AUTHORIZING THE CITY MANAGER TO EXECUTE A TWO.YEAR SERVICE
ORDER FOR INFORMATION TECHNOLOGY SERVICES FROM THE CITY OF
REDWOOD CITY
WHEREAS, in June 2007, the City of Burlingame entered into a five-year agreement
with the term ofJuly 1, 2007 through June 30,2012; ar.d
WHEREAS, for the past six years, the City of Burlingame has extended the agreement
on a year-by-year basis; and
WHEREAS, both the City of Burlingame and the City of Redwood City have enjoyed a
long and productive partnership and have planned for significant technological changes within
the City of Burlingame for the upcoming two fiscal years; and
WHEREAS, in order to provide certainty around the continued adequate provision of
these services, both cities agree to continue the current arrangement for the next two fiscal years,
under the shared model for IT support services provided by Redwood City, with an amendment
to the hourly rate, and a minimum of3,200 service hours provided and purchased.
NOW, THEREtr'ORE, BE IT RESOLVED, that the City Council of the City of
Burlingame hereby approves and authorizes the City Manager to execute a two-year service
order for information technology support from the City of Redwood City, in an amount of
$50,661.50 per month, to be revised based on actual hours of service provided as of the end of
each fiscal year, bound by the general terms and conditions as attached hereto and incorporated
herein.
(
a or
I, Meaghan Hassel-Shearer, Clerk of the City of Burlingame, certiry that foregoing
Resolution was duly and regularly introduced and adopted at a regular meeting of the
Burlingame City Council held on the 18e day of June, 2018, by the following vote:
Councilmembers: BEACH, BROWNRIGG, COLSON, KEIGHRAN
Councilmembers: NONE
Councilmembers: ORTIZ
Mi IBc
AYES:
NOES:
ABSENT:
-S , City Clerk
WHEREAS, the City of Burlingame has contracted wilh the City of Redwood City for
information technology services since July l, 1998, with the original agreement being renewable
on a year-to-year basis for each fiscal year; and
THE CITY OF REDWOOD CITY
INFORMATION TECHNOLOGY SERVICES
GENERAL TERMS AND CONDITIONS
The CUSTOMER named on the applicable Services Order and the City of Redwood C;ty ("RWC)
agree that these General Terms and Conditions ("GTC") are appllcable to all lnformation Technology
("lT') Services provided by RWC to CUSTOMER. Capitalized terms have the meanings defined herein.
2. Services Orderc
The Services to be performed by RWC are set forth in the applicable Services Orde(s). Each Services
Order will state the Service, the term for which Service is requested (the 'Service Term") and the pricing
for the Service. A Services Order is not binding upon RWC unless signed by an authorized RWC
representative.
3. Service Commencem ent Date: Service Term.
The Service Term will be as specified in the Services Order, and will commence on the date specified in
the Services Order, or such later date as specified by RWC in a written notice to CUSTOMER. Upon
expiration of the Service Term for a particular Services Order, Service will continue under the Services
Order on a month to month basis at RWC's then current rates, and either RWC or CUSTOMER may
terminate the Service upon 30 days prior written notice. CUSTOMER will pay RWC's then current charges
for any moves, additions or changes to any Services Order or Service agreed to by the parties.
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1 . General.
The GTC describes the general terms and conditions applicable to CUSTOMER'S purchase of IT
Services from RWC. The GTC together with the applicable Services Orders constitute the entire
agreement between the parties. ln the event of a conflict between the terms of the GTC and of any
Services Order, the terms of the Services Order prevail.
4. Comoensation: Billino: Pavment.
Compensation owed by CUSTOMER for Services rendered by RWC will be as set out in the applicable
Services Orde(s). Upon execution of a Services Order by CUSTOMER, RWC will invoice CUSTOMER
for any non-recurring initial set up fees, and the first monthly recurring charges, if any. Billing for partial
months is prorated. Subsequently, RWC will invoice CUSTOMER monthly in advance for any recurring
charges for the Services, and in arrears for any Additional Services (defined below) that were requested
by CUSTOMER and performed by RWC during the monthly billing period. Payment is due within 30 days
of the invoice date.
B. Non-Business Hours: All hours outside of Normal Business Hours, as defined above.
6. Reliance on Professional Skill of RWC.
RWC represents that it has the necessary professional skills to perform the Services and Additional
Services required and CUSTOMER may rely on such skills of RWC to do and perform the work. RWC
will perform all the work in a professional manner.
7. LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE GTC OR SERVICES ORDERS, IN NO
EVENT WILL RWC BE LIABLE FOR ANY DAMAGES WHATSOEVER FOR LOST PROFITS, LOST
REVENUES, LOSS OF GOODWILL, LOSS OF ANTICIPATED SAVINGS, LOSS OF DATA, THE COST
OF PURCHASING REPLACEMENT SERVICES, OR ANY INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF THE PERFORMANCE
OR FAILURE TO PERFORM UNDER ANY SERVICES ORDER. FURTHER, RWC WILL HAVE NO
LIABILITY FOR ANY CLAIM AGAINST CUSTOMER BY A THIRD PARTY IN CONNECTION WITH OR
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5. Additional Services.
Additional Services will be performed by RWC only at the request of CUSTOMER and will be charged to
CUSTOMER at the RWC fiscal year hourly rate in effect at the time the Additional Services are performed.
The hourly rate for work performed during Normal Business Hours, as defined below, is established
annually by RWC for each fiscal year.
A. Normal Business Hours: Monday through Friday, 8:00 a.m. through 5:00 p.m. except on
the following currently recognized RWC holidays (calendar dates vary depending on the
year):
. New Year's Day
. Martin Luther King, Jr. Day
. Presidents Day
o Memorial Day
o 4th of July
. Labor Day
. Veterans Day
. Thanksgiving Day
. Thanksgiving Friday
. Christmas Eve
o Christmas Day
. New Yea/s Eve
FOR RESPONDING TO EMERGENCY 911 OR OTHER EMERGENCY REFERRAL CALLS. RWC
wrLL HAVE NO RESPONSTBTLTTY FOR THE SERVICE QUALIW OR SERVICE OUTAGES (l)
CAUSED BY OR CONTRIBUTED TO, DIRECTLY OR INDIRECTLY, BY ANY ACT OR OMISSION OF
CUSTOMER AND/OR ITS AFFILIATES, AGENTS OR REPRESENTATIVES; (ll) DUE TO POWER
FAILURES (III) DUE TO INTERNET OUTAGES; (III) CAUSED BY THE FAILURE OR MALFUNCTION
OF NON-RWG EQUIPMENT OR SYSTEMS; OR (lV) DUE TO CIRCUMSTANCES OR CAUSES
BEYOND THE CONTROL OF RWC OR ITS AGENTS, NOTWITHSTANDING ANYTHING TO THE
CONTRARY IN THE GTC OR SERVICES ORDERS, RWC'S TOTAL CUMULATIVE LIABILIry TO
CUSTOMER HEREUNDER wlLL BE LIMITED TO THE ACTUAL FEES PAID BY CUSTOMER TO
RWC DURING THE PRECEDING TWELVE (I2) MONTHS.
8. Compliance with Law.
All services rendered hereunder by RWC will be provided in accordance with all ordinances, resolutions,
statutes, rules and regulations of CUSTOMER, and any federal, state or local governmental agency
having jurisdiction in effect at the time the service is rendered.
9. Relationship of Parties.
It is understood that the relationship of RWC to CUSTOMER is that of an independent contractor and all
persons working for or under the direction of RWC are its agents or employees and not agents or
employees of CUSTOMER.
10. Nonassiqnment.
The GTC and Services Orders are not assignable either in whole or in part.
'l 1 . Amendments.
The GTC and Services Orders may be amended or modified only by written agreement signed by both
Parties.
12.]&t!d!s
The invalidity, in whole or in part, of any provisions of the GTC or Services Orders will not void or affect
the validity of any other provisions of the GTC or Services Orders.
1 3 Governinq LaWLitiqation.
The GTC and Services Orders will be governed by the laws of the State of California and any suit or
action initiated by either Party will be brought in the County of San Mateo, California. ln the event of
litigation between the Parties hereto to enforce any provision of the GTC and Services Orders, the
unsuccessful Party will pay the reasonable expenses of litigation of the successful Party.
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14. Mediation.
Should any dispute arise out of the GTC or Services Orders, the Parties will meet in mediation and
attempt to reach a resolution with the assistance of a mutually acceptable mediator. Neither Party will
be permitted to file legal action without first meeting in mediation and making a good faith attempt to
reach a mediated resolution. The costs of the mediator, if any, will be paid equally by the Parties. lf a
mediated settlement is reached, neither Party will be deemed the prevailing party for purposes of the
settlement and each Party will bear its own legal costs.
15. lndemnity.
CUSTOMER will defend, indemnify and hold harmless RWC and its officers, City Council, agents,
employees and volunteers from and against all claims, damages, losses and expenses (including claims,
damages, losses and expenses brought by third parties to this agreement) including attorney fees arising
out of, or relating to, RWC's performance of the Services and Additional Services described in the GTC
and Services Orders, including any loss of data, except where RWC has been found, in a court of
competent jurisdiction, to be solely liable by reason of its gross negligence or willful misconduct.
16. lnsurance.
RWC will not insure for any loss or damage to any of CUSTOMER's property of any kind owned or leased
by CUSTOMER or its employees, servants or agents even if such property is located on RWC's premises.
CUSTOMER represents and warrants that all insurance required hereunder has been or will be obtained
prior to the commencement of delivery of Services by RWC under any Services Order. Upon request,
CUSTOMER will furnish RWC with certificates of insurance evidencing the required coverage.
A. Liabilitylnsurance.
CUSTOMER will take out and maintain, so long as the GTC remains in effect, such bodily injury
liability and property damage liability insurance as will protect RWC while performing work covered by
the GTC and Services Orders from any and all claims for damages for bodily injury, including accidental
death, as well as any and all claims for property damage or loss which may arise in connection with the
provision of Services by RWC under the GTC and Services Orders. The amounts of such insurance will
be a minimum of Two Million Dollars ($2,000,000) combined single limit bodily injury and property
damage for each occurrence. RWC, its ofiicers, employees and agents will be maintained as additional
insured's on said policy. All insurance will be with insurance carriers licensed in the State of California
and in good standing with the California Department of lnsurance.
B. Self lnsurance.
Notwithstanding the above, CUSTOMER will have the right to self-insure against any and all perils
and/or liabilities against which it would otherwise be required to insure and will also have the right to
effect any such insurance by means of so called "blanket" or "umbrella" policies of insurance. lf
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CUSTOMER decides to self-insure, CUSTOMER must provide RWC with written notice of self-insurance
identifying the type of policy coverage and the amount for which it will self-insure.
17.8!!q
All notices required by the GTC or Services Orders will be given to RWC and CUSTOMER in writing, by
first class mail, postage paid, addressed as follows:
The City of Redwood City
Attention: lT Manager
1017 Middlefield Road
Redwood City, CA 94063
CUSTOMER AS SPECIFIED ON SERVICES ORDER
'18. Termination. lf CUSTOMER fails to make a ny payment when due and such failure continues for 10
business days after written notice from RWC, or if either party fails to observe or perform any other
material term of the GTC or Services Orders and such failure continues for 30 days after written notice
from the other party, then the non-defaulting party may: (a) terminate the GTC and/or any Services Order,
in whole or in part, and/or (b) subject to the limitations of the GTC, pursue any remedies it may have at
law or in equity.
19. @gjg.U.fe. Neither party will be liable, nor will any remedy provided by the GTC be available,
for any failure to perform any obligations under the GTC or Services Orders (except the obligation to pay
invoices for Services delivered) due to causes beyond such party's reasonable controlwhich will include
without llmitations, acts of God, earthquakes, labor disputes, changes in law, regulation or government
policy, riots, war, fire, epidemics, acts or omissions of vendors or suppliers, equipment failures,
transportation difficulties, power or internet outages, or other similar occurrences (Torce majeure").
RWC:
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DATE:
CUSTOMER NAME:
CUSTOMER ADDRESS:
THE CITY OF REDWOOD CITY
INFORMATION TECHNOLOGY SERVICES
SERVICES ORDER
4t2t2018
Citv of Burlinqame
501 Primrose Road
Burlinq ame. CA 94010
Tel:(650) 558-7213
Email:cauoustine@burlinqame.oro
SERVICE GOMMENCEMENT DATE: 711 12018
PRICING:
lNlTlAL SET UP FEE: N/A
MONTHLY RECURRING CHARGE: $50,661.50
HOURLY RATE FOR ADDITIONAL SERVICES': $177.50
DURING NORMAL BUSINESS HOURS: $177.50
DURINGNON.BUSINESSHOURS: $266.25
-SUBJECT TO ANNUAL ADJUSTMENT BY RWC
lNlTlAL SERVICE TERM: Two (2) years.
MISCELLANEOUS: For Fiscal Year 2019120, rates will increase a minimum of three percent (3%), and
a maximum of six percent (6%), based upon the increase in RWC's cost to provide the services for that
fiscal year. For Fiscal Years 2018-19 and 2019-20, Burlingame agrees to pre-purchase 3,425 hours, paid
in twelve equal monthly payments at the hourly rate during that fiscal year. Of the 3,425 pre.purchased
hours, 3,200 are non-refundable.
Hours used above 3,425 will be invoiced in the July immedlately following that fiscal year at the hourly
rate in place during the fiscal year in which the hours were used. Unused hours above 3,200, but less
than 3,425, will be refunded in the July immediately following that fiscal year at the hourly rate in place
during the fiscal year in which they were pre-purchased.
Capitalized terms not defined herein have the meaning set forth in the General Terms and Conditions
(GTC) attached hereto.
By executing this Service Order, CUSTOMER is requesting, and agrees to pay for the Services identified
and described in this Services Order and to be bound by the GTC, which is attached hereto and
incorporated by reference.
Without limiting the generality of Section 15 of the GTC, the defense, indemnity, and hold harmless
provisions of Section 15 of the GTC shall apply to any malicious activity delivered through email that the
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All charges in this Service Order are exclusive of taxes and fees.
spam solution employed by RWC does not catch.
One full-time Redwood City lT Staff will be assigned to CUSTOMER on-site to provide infrastructure,
network, server, data center, printer, mobile device, desktop, telephone system support, and aid in
special technology projects as requested.
ln addition, Redwood City Staff will provide "best effort" limited infrastructure support to Central County
Fire Department for technologies hosted in Burlingame data center.
RWC lT will assign one software developer to report to CUSTOMER Finance Department. Services
provided will consist of modifying or writing new software code in CUSTOMER Universe Database to
support financial services, payroll, utility billing, audit, and other suFsystems as requested by
CUSTOMER.
RWC will maintain a live copy of CUSTOMER Universe Database on a dedicated server, available to
CUSTOMER when requested. ln exchange, CUSTOMER will host a live copy of RWC Universe
Database on a server housed in CUSTOMER data center. lt is the obligation of each party to schedule
and notify the other when they will be using the backup system housed on the otheds facility for either
testing or production. lt is the obligation of each party to test their agency's repsective backup system
housed at the othe/s facility in order to confirm it is a usable working backup.
RWC will, at no additional cost to CUSTOMER, continue having CUSTOMER email flow through RWC
spam protection solution for CUSTOMER protection from viruses and other malware typcially delivered
through email.
RWC, upon request, will advise, write specifications, implement, and/or maintain any other technology
agreed up by both parties and which RWC has the skills and resources to do so.
The individual signing for CUSTOMER represents that he/she is authorized to enter into this Service
Order on behalf of CUSTOMER-
('CUSTOMER)
CITY OF REDWOOD CITY
(.'RWC)
By By
Name:Name
Title Title
Date Date:
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SERVICES TO BE PROVIDED: