HomeMy WebLinkAboutReso - CC - 049-2010RESOLUTION NO. 49-2010
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 FOR FISCAL YEAR 2010-2011
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 2009, 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.
LL I, #Vk"
Cathy Bayloct, ATayor
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 21st day
of June, 2010, and was adopted thereafter by the following vote:
AYES: Councilmembers: BAYLOCR, BROWNRIGG,DEAL, REIGHRAN, NAGEL
NOES: Councilmembers: NONE
ABSENT: Councilmembers: NONE
Mary to Kea ney, CityC rk
AGREEMENT BETWEEN THE CITY OF BURLINGAME AND
CAINE COMPUTER CONSULTING FOR THE PROVISION OF
INFORMATION TECHNOLOGY SERVICES TO
THE BURLINGAME POLICE DEPARTMENT
This Agreement for Professional Services (the "Agreement"), 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 perforin 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 frutherance of Client's business.
WHEREAS, Company will provide services both onsite and remotely at Company's
place of business as the need arises.
WHEREAS,. Company has provided Client computer services for the past several years
and Client and Company desire to renew their agreement for another year;
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 and Term. This Agreement is effective as of July 1, 2010. The term of
this agreement is from the Effective Date until June 30, 2011.
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
f) Telephone System Management
g) Training and Computer Education to employees
h) 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 an alternate employee to contact for support. A list
of alternative support options will be provided for Client to call in the event of
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
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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:
$114,618.25 annually to be paid monthly at the rate of $9,551.52 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 confmned in writing by Company to be a trade secret of Company.
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, which are attributable to a projector 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-
infinigement, title or otherwise.
4.2 Company understands that its professional responsibilities are solely to the Client. The
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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 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 parry 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
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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 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.
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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.
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 Client: To Company:
Chief of Police
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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 Client may withhold consent to
assignment or transfer without any cause whatsoever.
6.6 Disputes. 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 partys 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
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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.
6.12 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.
6.13 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 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.
6.14 Force Majeure. 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.
6.15 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 WITNESS 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
In
Title:
Approved as to form:
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Form 8.2