HomeMy WebLinkAboutReso - CC - 034-2012RESOLUTION NO. 34-2012
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BURLINGAME
APPROVING AND AUTHORIZING THE MAYOR TO EXECUTE AN
AGREEMENT WITH CAINE COMPUTER CONSULTING, LLC TO
PROVIDE INFORMATION TECHNOLOGY SERVICES TO THE CITY'S
POLICE DEPARTMENT
WHEREAS, in May of 2008, the City Council approved an agreement with Caine
Computer Consulting, LLC to provide information technology management services to the
City's Police Department and in June of 2011, the City Council approved a renewal of said
agreement; and
WHEREAS, the City's Police Department, having benefited greatly from the services
provided by Caine Computer Consulting, desires to extend the agreement with Caine Computer
Consulting for the provision of information technology management services; and
WHEREAS, Caine Computer Consulting is willing and able to continue to provide
such information technology management services;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF
BURLINGAME RESOLVES AND ORDERS AS FOLLOWS:
The City Council approves and authorizes the Mayor to execute a renewed
agreement with Caine Computer Consulting, LLC in the form attached hereto as
Exhibit "A" which is incorporated herein by this reference.
Jerry
I, Mary Ellen Kearney, City Clerk of the City of Burlingame, do hereby certify that the
foregoing Resolution was introduced at a regular meeting of the City Council held on the 7t° day
of May, 2012, and was adopted thereafter by the following vote:
AYES: Councihnembers: BAYLOCK, BROWNRIGG, DEAL, KEIGHRAN, NAGEL
NOES: Councilmembers: NONE
ABSENT: Councilmembers: NONE
Mar Ellen K amey, Ci Clerk
AGREEMENT FOR PROFESSIONAL SERVICES
This Agreement for Professional
Services (the "Agreement"), effective July 1,
2012, is by and between The City of
Burlingame, with its principal office in
Burlingame, California (hereinafter
"Client"), and Caine Computer Consulting,
LLC, a California corporation, with its
principal office in Redwood City, California,
(hereinafter the "Company").
WHEREAS, Client finds that the
Company is willing to perform certain work
hereinafter described in accordance with the
provisions of this Agreement; and
WHEREAS, the Company
represents that it is qualified to perform the
work and that such performance will be in
furtherance of Client's business.
WHEREAS, Company will provide
services both onsite and remotely at
Company's place of business as the need
arises.
NOW, THEREFORE, in
consideration of the mutual covenants set
forth herein and intending to be legally
bound, the parties hereto agree as follows:
1. SERVICES.
1.1 Effective Date. This Agreement is
effective as of July 1, 2012.
1.2 Services to Client. The Company
shall provide the following ("Services") to the
Police Department of the Client as requested
by the Client:
a) Network/ Computer System
Administration
b) Website Administration
c) Project Management
d) Computer Software Management,
including but not limited to, the Hitech
Systems software
e) Email System Management
D Telephone System Management
g) Communications Dispatching
h) Communications Supervision as necessary
i) Training and Computer Education to
employees
j) Other Client Projects as needed
1.1.1 New Projects and responsibilities
can be added to the above list if mutually
agreed upon by the parties.
1.1.2 Company agrees to provide
consulting services, such as discussing
available options, troubleshooting,
recommending solutions and working with
employees and equipment vendors as needed.
1.1.3 Client will be responsible for all
hardware components. If hardware repair
and support is needed, Client agrees to pay
for contractor parts and services that Client
has approved in writing before the parts or
services have been provided.
1.1.4 Cabling will be performed by
cabling contractors approved jointly by Client
and Company and paid for by Client.
1.1.5 Company will work with Client's
equipment vendors to troubleshoot issues and
replace components under warranty.
1.1.6 Any purchases made will conform
to Client's purchasing policies and
procedures.
1.1.7 Company will provide support for
workstation software, including the initial
installation, re -installation, software
upgrades/patches and configuration changes
requested by Client. Company support for
service software includes the initial
installation, re -installation, software
upgrades/patches and on-going monitoring of
system processes, which include daily
backup, logs, alarms and alerts. Software
loaded on servers and workstations must be
reviewed by Company for comments before
purchase and installation.
1.1.8 Client will pay for any technical
support contracts for third -party software.
1.1.9 Company employee(s) will report
directly to the Administrative Commander, a
Police Department employee of Client, or
his/her designee. Company agrees to keep
the Administrative Commander or his/her
designee informed of work performed, and
upon request, will provide an accounting of
work done on projects.
1.1.10 Client will be responsible for
purchasing and upgrading software licenses.
1.1.11 Company will provide services
both on site and remotely in order to maintain
the integrity of the Client's computer systems.
If a significant amount of work is required to
be done after normal business hours (0800-
1700) due to an emergency or other after-
hours need, that work may be invoiced in
addition to the contract amount, at a rate of
$59.70 per hour or another amount which has
been mutually agreed upon by both parties. If
both parties agree, normal business hours can
be adjusted to meet the needs of both parties.
1.1.12 Company agrees to be available 24
hours a day, 7 days a week by
providing home telephone, business
telephone and cellular telephone
numbers unless notice has been
given otherwise to Client. If
Company will not be available,
Company will provide a list of
alternative support options for
Client to call in the event of
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emergency.
1.1.13 . Compliance with Laws. The
Company shall comply with all applicable
laws, codes, ordinances, and regulations of
governing federal, state and local laws.
Company represents and warrants to Client
that it has all licenses, permits, qualifications
and approvals of whatsoever nature which
are legally required for Company to practice
its profession. Company represents and
warrants to Client that Company shall, at its
sole cost and expense, keep in effect or obtain
at all times during the term of this Agreement
any licenses, permits, and approvals which
are legally required for Company to practice
its profession. Company shall maintain a
City of Burlingame business license.
1.1.14 Company shall be responsible for
employing or engaging all persons necessary
to perform the services under this Agreement.
2. PAYMENT AND INVOICING
TERMS.
2.1 Payment for Services. The
Company will be paid as follows:
$116,910.60 annually to be paid monthly at
the rate of $9,742.55 per month
Billing shall be accompanied by a detailed
explanation of the work performed by whom,
at what rate, and on what date. The submittal
shall include the following:
A. A narrative progress report of
specific accomplishments during the billing
period, problems encountered or anticipated,
plans for resolving problems,
accomplishments scheduled during the next
billing period, and results of any significant
activities.
B. A cost report for each task
showing: current period and tasks
accomplished;
2. 1.1 Additional payment for specific projects
may be negotiated separately and payment
may be by hour or by project as mutually
agreed upon.
2.1.2 All documents furnished to Company
by the Client and all reports and supportive
data prepared by the Company under this
Agreement are the Client's property and shall
be delivered to the Client upon the
completion of Company's services or at the
Client's written request. All reports,
information, data, and exhibits prepared or
assembled by Company in connection with
the performance of its services pursuant to
this Agreement are confidential until released
by the Client to the public, and the Company
shall not make any of the these documents or
information available to any individual or
organization not employed by the Company
or the Client without the written consent of
the Client before such release. The Client
acknowledges that the reports to be prepared
by the Company pursuant to this Agreement
are for the purpose of evaluating defined
projects, and Client's use of the information
contained in the reports prepared by the
Company in connection with other projects
shall be solely at Client's risk, unless
Company expressly consents to such use in
writing. Client further agrees that it will not
appropriate any methodology or technique of
Company which is and has been confirmed in
writing by Company to be a trade secret of
Company.
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2.3 Reimbursable Costs. Client shall
reimburse the Company for the following
costs incurred in connection with the Services
rendered: travel costs, materials costs,
copies, and delivery, that are attributable to a
project or Service (the "Reimbursable
Costs"). Travel costs are defined as air travel,
lodging, meals and incidentals, ground
transportation, tools, and all costs associated
with travel. All travel expenses must receive
Client's prior written approval. The Company
shall provide to Client written substantiation
of Reimbursable Costs incurred.
2.3.1 Client will provide all software
and equipment that its employees are to use in
providing Client's services. Company will be
responsible to provide its own equipment and
software for use at its place of business and
for any diagnostic or communication
purposes.
2.4 Invoicing.
(a) Invoices will submitted
monthly by the Company for payment by
Client. Payment is due upon receipt and is
past due thirty (30) days from receipt of
invoice. If Client has any valid reason for
disputing any portion of an invoice, Client
will so notify the Company within fourteen
(14) calendar days of receipt of invoice by
Client, and if no such notification is given,
the invoice will be deemed valid. The portion
of the Company's invoice that is not in
dispute shall be paid in accordance with the
procedures set forth herein.
If payment of invoices is not
current, the Company may suspend
performing further work.
2.5 Company shall maintain the records
supporting this billing for not less than three
(3) years following completion of the work
under this Agreement. Company shall make
these records available to authorized
personnel of the Client at the Company's
offices during business hours upon written
request of the Client.
3. CHANGES.
Client may, with the approval of the
Company, issue written directions within the
general scope of any Services to be ordered.
Such changes (the "Change Order") may be
for additional work or the Company may be
directed to change the direction of the work
covered by the Task Order, but no change
will be allowed unless agreed to by the
Company in writing.
4. STANDARD OF CARE.
4.1 The Company warrants that its services
shall be performed by personnel possessing
competency consistent with applicable
industry standards. No other representation,
express or implied, and no warranty or
guarantee are included or intended in this
Agreement, or in any report, opinion,
deliverable, work product, document or
otherwise. Furthermore, no guarantee is
made as to the efficacy or value of any
services performed or software developed.
This Section sets forth the only warranties
provided by the Company concerning the
services and related work product. This
warranty is made expressly in lieu of all other
warranties, express or implied, including
without limitation any implied warranties of
fitness for a particular purpose,
merchantability, non -infringement, title or
otherwise.
4.2 Company understands that its
professional responsibilities are solely to the
Client. The Company has and shall not
obtain any holding or interest within the City
of Burlingame. Company has no business
holdings or agreements with any individual
member of the Staff or management of the
Client or its representatives nor shall it enter
into any such holdings or agreements. In
addition, Company warrants that it does not
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presently and shall not acquire any direct or
indirect interest adverse to those of the Client
in the subject of this Agreement, and it shall
immediately disassociate itself from such an
interest should it discover it has done so and
shall, at the Client's sole discretion, divest
itself of such interest. Company shall not
knowingly and shall take reasonable steps to
ensure that it does not employ a person
having such an interest in this performance of
this Agreement. If after employment of a
person, Company discovers it has employed a
person with a direct or indirect interest that
would conflict with its performance of this
Agreement, Company shall promptly notify
Client of this employment relationship, and
shall, at the Client's sole discretion, sever any
such employment relationship.
4.3 Company warrants that it is an equal
opportunity employer and shall comply with
applicable regulations governing equal
employment opportunity. Neither Company
nor its subcontractors do and neither shall
discriminate against persons employed or
seeking employment with them on the basis
of age, sex, color, race, marital status, sexual
orientation, ancestry, physical or mental
disability, national origin, religion, or medical
condition, unless based upon a bona fide
occupational qualification pursuant to the
California Fair Employment & Housing Act.
In performing services under this Agreement,
Company shall not discriminate nor allow any
discrimination against any person seeking
these services on the basis of age, sex, color,
race, marital status, sexual orientation,
ancestry, physical or medical disability,
national origin, religion, or medical condition
unless based upon a bona -fide safety
limitation.
5. LIABILITY.
5.1 Limitation. Company will provide
Public Liability insurance in the amount of
$1,000,000 and Errors & Omissions
insurance policy in the amount of $500,000.
The Company's liability, including but not
limited to Client's claims of contributions and
indemnification related to third party claims
arising out of services rendered by the
Company, and for any losses, injury or
damages to persons or properties or work
performed arising out of or in connection
with this Agreement and for any other claim,
shall be limited to the amount of the policy.
Notwithstanding anything to the contrary in
this Agreement, the Company shall not be
liable for any lost profits or punitive
damages. Client agrees to limit the
Company's liability to Client for any damage
on account of any error, omission or
negligence to a sum not to exceed the amount
of the insurance policy. The limitation of
liability set forth herein is for any and all
matters for which the Company may
otherwise have liability arising out of or in
connection with this Agreement, whether the
claim arises in contract, tort, statute, or
otherwise.
5.1.1 Any deductibles or self-insured
retentions must be declared to and approved
by the Client. At the option of the Client,
either: the insurer shall reduce or eliminate
such deductibles or self-insured retentions as
respects the Client, its officers, officials,
employees and volunteers; or the Company
shall procure a bond guaranteeing payment of
losses and related investigations, claim
administration, and defense expenses.
5.1.2 With regard to the public liability
policy, the Client, its officers, officials,
employees and volunteers are to be covered
as insured as respects: liability arising out of
activities performed by or on behalf of the
Company; products and completed operations
of Company, premises owned or used by the
Company. The endorsement providing this
additional insured coverage shall be equal to
or broader than ISO Form CG 20 10 11 85
and must cover joint negligence, completed
operations, and the acts of subcontractors.
This requirement does not apply to the
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professional liability insurance required for
professional errors and omissions.
5.1.3 With regard to the public liability
policy, the Company's insurance coverage
shall be endorsed to be primary insurance as
respects the Client, its officers, officials,
employees and volunteers. Any insurance or
self -insurances maintained by the Client, its
officers, officials, employees or volunteers
shall be excess of the Company's insurance
and shall not contribute with it.
5.1.4 Any failure to comply with
reporting provisions of the policies shall not
affect coverage provided to the Client, its
officers, officials, employees or volunteers.
5.1.5 The Company's insurance shall apply
separately to each insured against whom a
claim is made or suit is brought, except with
respect to the limits of the insurer's liability.
5.1.6 In addition to these policies, Company
shall have and maintain Workers'
Compensation insurance as required by
California law. Further, Company shall
ensure that all subcontractors employed by
Company provide the required Workers'
Compensation insurance for their respective
employees.
5.1.7 All Coverages: Each insurance policy
required in this Agreement shall be endorsed
to state that coverage shall not be suspended,
voided, canceled, reduced in coverage or in
limits except after thirty (30) days' prior
written notice by certified mail, return receipt
requested, has been given to the Client.
Current certification of such insurance shall
be kept on file at all times during the term of
this agreement with the Client Clerk.
5.1.8 Acceptability of Insurers. Insurance is
to be placed with insurers with a Best's rating
of no less than A -:VII and authorized to do
business in the State of California.
5.1.9 Verification of Coverage. Upon
execution of this Agreement, Company shall
furnish the Client with certificates of
insurance and with original endorsements
effecting coverage required by this clause.
The certificates and endorsements for each
insurance policy are to be signed by a person
authorized by that insurer to bind coverage on
its behalf. The certificates and endorsements
are to be on forms approved by the Client.
All certificates and endorsements are to be
received and approved by the Client before
any work commences. The Client reserves
the right to require complete, certified copies
of all required insurance policies, at any time.
5.1.10 Indemnification. To the fullest
extent permitted by law but as limited by this
Section, the Company shall save, keep and
hold harmless indemnify and defend the
Client, its officers, agent, employees and
volunteers from all damages, liabilities,
penalties, costs, or expenses in law or equity,
including but not limited to attorneys' fees,
that may at any time arise, result from, relate
to, or be set up because of damages to
property or personal injury received by reason
of, or in the course of performing work which
may be occasioned by a willful or negligent
act or omissions of the Company, or any of
the Company's officers, employees, or agents
or any subconsultant. This provision shall not
apply if the damage or injury is caused by the
sole negligence or willful misconduct of the
Client, its officers, agents, employees, or
volunteers.
5.2 Remedy. Client's exclusive remedy
for any claim arising out of or relating to a
breach of this Agreement will be for the
Company, upon receipt of written notice, to
use commercially reasonable efforts to cure,
at its expense, the matter that gave rise to the
claim for which the Company is at fault,
5.3 Survival. Articles 2, 4, 5, and 6 survive
the expiration or termination of this
Agreement for any reason.
C
6. MISCELLANEOUS.
Company may consult with other
vendors as needed, and when authorized in
advance in writing by Client, Client agrees to
pay the costs thereof. All expenditures will
be agreed upon before such consultation is
sought.
6.1 Severability. Should any part of
this Agreement for any reason be declared
invalid, such decision shall not affect the
validity of any remaining provisions, which
remaining provisions shall remain in full
force and effect as if this Agreement had been
executed with the invalid portion thereof
eliminated, and it is hereby declared the
intention of the parties that they would have
executed the remaining portion of this
Agreement without including any such part,
parts, or portions which may, for any reason,
be hereafter declared invalid. Any provision
shall nevertheless remain in full force and
effect in all other circumstances.
6.2 Modification and Waiver. Waiver
of breach of this Agreement by either part
shall not be considered a waiver of any other
subsequent breach.
6.3 Independent Contractor.. It is
understood that the Company, in the
performance of the work and services agreed
to be performed, shall act as and be an
independent contractor and not an agent or
employee of the Client. As an independent
contractor, neither the Company nor any of its
officers or employees shall obtain any rights
to retirement benefits or other benefits which
accrue to Client employee(s). With prior
written consent, the Company may perform
some obligations under this Agreement by
subcontracting, but may not delegate ultimate
responsibility for performance or assign or
transfer interests under this Agreement.
6.4 Notices. Client shall give the
Company written notice within one hundred
eighty (180) days of obtaining knowledge of
the occurrence of any claim or cause of action
which Client believes that it has, or may seek
to assert or allege, against the Company,
whether such claim is based in law or equity,
arising under or related to this Agreement or
to the transactions contemplated hereby, or
any act or omission to act by the Company
with respect hereto. If Client fails to give
such notice to the Company with regard to
any such claim or cause of action and shall
not have brought legal action for such claim
or cause of action within said time period,
Client shall be deemed to have waived, and
shall be forever barred from bringing or
asserting such claim or cause of action in any
suit, action or proceeding in any court or
before any governmental agency or authority
or any arbitrator. All notices or other
communications hereunder shall be in writing
and shall be deemed given when delivered to
the address specified below or such other
address as may be specified in a written
notice in accordance with this Section:
To Company:
To Client:
Chief of Police
Burlingame Police Department
1111 Trousdale Drive
Burlingame, CA 94010
Any party may, by notice given in
accordance with this Section to the other
parties, designate another address or person or
entity for receipt of notices hereunder.
6.5 Assignment. The Agreement is not
assignable or transferable by Client. This
Agreement is not assignable or transferable
by the Company without the written consent
of Client, and the services to be provided
hereunder are personal to the Company and
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Client may withhold consent to assignment or
transfer without any cause whatsoever.
6.6 Dispute . The Company and Client
recognize that disputes arising under this
Agreement are best resolved at the working
level by the parties directly involved. Both
parties are encouraged to be imaginative in
designing mechanism and procedures to
resolve disputes at this level. Such efforts
shall include the referral of any remaining
issues in dispute to higher authority within
each participating party's organization for
resolution. Failing resolution of conflicts at
the organizational level, the Company and
Client agree that any remaining conflicts
arising out of or relating to this Contract shall
be submitted to nonbinding mediation unless
the Company and Client mutually agree
otherwise. If the dispute is not resolved
through non-binding mediation, then the
parties may take other appropriate action
subject to the other terms of this Agreement.
6.7 Section Headings. Title and
headings of sections of this Agreement are for
convenience of reference only and shall not
affect the construction of any provision of this
Agreement.
6.8 Representations: Counterparts.
Each person executing this Agreement on
behalf of a party hereto represents and
warrants that such person is duly and validly
authorized to do so on behalf of such party,
with full right and authority to execute this
Agreement and to bind such party with
respect to all of its obligations hereunder.
This Agreement may be executed (by original
or telecopied signature) in counterparts, each
of which shall be deemed an original, but all
of which taken together shall constitute but
one and the same instrument.
6.9 Residuals. Nothing in this
Agreement or elsewhere will prohibit or limit
the Company's ownership and use of ideas,
concepts, know-how, methods, models, data,
techniques, skill knowledge and experience
that were used, developed or gained in
connection with this Agreement. The
Company and Client shall each have the right
to use all data collected or generated under
this Agreement.
6.10 Cooperation. Client will cooperate
with the Company in taking actions and
executing documents, as appropriate, to
achieve the objectives of this Agreement.
Client agrees that the Company's performance
is dependent on Client's timely and effective
cooperation with the Company. Accordingly,
Client acknowledges that any delay by Client
may result in the Company being released
from an obligation or scheduled deadline or
in Client having to pay extra fees for the
Company's agreement to meet a specific
obligation or deadline despite the delay.
6.11 Governing Law and Construction.
This Agreement will be governed by and
construed in accordance with the laws of
California, without regard to the principles of
conflicts of law. The language of this
Agreement shall be deemed to be the result of
negotiation among the parties and their
respective counsel and shall not be construed
strictly for or against any party.
6.13 Termination of Contract. This
contract may be terminated upon written
notice delivered by either Client or Company
not less than Ninety (90) days prior to the
termination date.
6.15 Entire Agreement; Survival. This
Agreement, including any Exhibits, states the
entire Agreement between the parties and
supersedes all previous contracts, proposals,
oral or written, and all other communications
between the parties respecting the subject
matter hereof, and supersedes any and all
prior understandings, representations,
warranties, agreements or contracts (whether
oral or written) between Client and the
Company respecting the subject matter
hereof. This Agreement may only be
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amended by an agreement in writing executed
by the parties hereto. This agreement will
remain in force for one year from the date of
signing and can be renewed under mutual
agreement of both parties.
6.12 Force Maieure. The Company
shall not be responsible for delays or failures
(including any delay by the Company to make
progress in the prosecution of any Services) if
such delay arises out of causes beyond its
control. Such causes may include, but are not
restricted to, acts of God or of the public
enemy, fires, floods, epidemics, riots,
quarantine restrictions, strikes, freight
embargoes, earthquakes, electrical outages,
computer or communications failures, and
severe weather, and acts or omissions of
subcontractors or third parties.
6.13 Use By Third Parties. Work
performed by the Company pursuant to this
Agreement is only for the purpose intended
and may be misleading if used in another
context. Client agrees not to use any
documents produced under this Agreement
for anything other than the intended purpose
without the Company's written permission.
This Agreement shall, therefore, not create
any rights or benefits to parties other than to
Client and the Company.
IN WTINESS WHEREOF, the parties
hereto have executed this Agreement as of the
day and year first above written.
Date:
CITY OF BURLINGAME
CAINE COMPUTER CONSULTING, LLC
Lux
Title:
Approved as to form:
City Attorney