HomeMy WebLinkAboutReso - CC - 097-2019RESOLUTION NO. 97-2019
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BURLINGAME AUTHORIZING
THE CITY MANAGER TO EXECUTE A CONTRACT WITH CAINE COMPUTER
CONSULTING, LLC, TO PROVIDE INFORMATION TECHNOLOGY SERVICES TO THE
CITY'S POLICE DEPARTMENT
WHEREAS, in May 2008 the City Council approved an agreement with Caine Computer
Consulting, LLC, to provide technology management services to the City's Police Department,
and in June of 2018, the City Council approved a renewal of said agreement; and
WHEREAS, the Police Department issued a request for proposals for provision of
information technology services, and, after careful consideration of the three responses,
determined that Caine Computer Consulting was the most qualified to provide such services; and
WHEREAS, the City's Police Department, having benefited greatly from the services
provided by Caine Computer Consulting, desires to renew 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 authorizes the City Manager to execute a renewed agreement with Caine
Computer Consulting, LLC, in the form attached as Exhibit "A" which is incorporated by this
reference.
Donna Colson, Mayor
I, Meaghan Hassel -Shearer, City Clerk of the City of Burlingame, certify that the foregoing
Resolution was introduced at a regular meeting of the City Council held on the 19th day of August,
2019, and was adopted thereafter by the following vote:
AYES: COUNCILMEMBERS: BEACH, BROWNRIGG, COLSON, KEIGHRAN, ORTIZ
NOES: COUNCILMEMBERS: NONE
ABSENT: COUNCILMEMBERS: NONE ,
MeagharKHassel-Shearer, City Clerk
�H I �►1� A
CONTRACT — CAINE COMPUTER CONSULTING, LLC
CITY OF BURLINGAME
Form 8.2
AGREEMENT FOR PROFESSIONAL SERVICES
This Agreement for Professional
Services (the "Agreement"), originally
effective May 1, 2008, and amended to extend
the term, is by and between The City of
Burlingame, with its principal office in
Burlingame, California (hereinafter
"Client"), and Caine Computer Consulting,
LLC, 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, Client solicited
proposals for information technology services
for the Burlingame Police Department,
carefully reviewed all three responsive
submissions, and determined that Company
was the best qualified to perform the services
required under this Agreement; and
WHEREAS, Client finds that the
Company is qualified to perform the work, all
relevant factors considered, and that such
performance will be in furtherance of Client's
business.
WHEREAS, Company will
provides 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 and Term. This
Agreement is effective as of , 2019,
which shall be the date of last signature of the
parties. The term of this agreement is from the
Effective Date until June 30, 2021.
1.2 Services to Client. The Company
shall provide the following ("Services") to
Client:
Network/ Computer System Administration
Website Administration
Project Management
Computer Software Management, including
but not limited to, the Sunridge Systems
software
Email System Management
Telephone System Management
Communications Dispatching
Communications Supervision as necessary
Training and Computer Education to
employees
City Projects as needed
New Projects and responsibilities can be
added to the above list if mutually agreed upon
by the parties.
Company agrees to provide consulting
services, such as discussing available options,
troubleshooting, recommending solutions and
working with employee and equipment
vendors as needed.
Client will be responsible for all
hardware components. If hardware repair and
support is needed, Client agrees to pay for
contractor parts and services.
Cabling will be performed by cabling
contractors approved jointly by Client and
Company and paid for by Client.
Company will work with the equipment
vendors to troubleshoot issues and replace
components under warranty.
Any purchases made will conform to
Client's purchasing policies and procedures.
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 approved by
Company.
Client will pay for any technical support
contracts for third -party software.
Company employee(s) will report
directly to the Administrative Commander, a
Police Department employee, 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.
Client will be responsible for purchasing
and upgrading software licenses.
Company will provide services both on
site and remotely in order to maintain the
integrity of the Client's computer systems. If
more than two hours work is required to be
done after normal business hours (0800-1700)
due to an emergency or other after-hours need
on any one day, that work may be invoiced in
addition to the contract amount, at a rate
$65.00 per hour or another amount which has
been mutually agreed upon by both parties. In
an emergency, Company shall perform the
work required to secure Client's systems and,
if feasible, maintain operational status. For
emergency work, no pre -authorization by
Client is required to perform the minimum
work necessary as described above. For pre -
scheduled after hours work or for work
beyond the minimum necessary in an
emergency, authorization from Client is
required before additional work and financial
obligations may be incurred under this
Paragraph. If both parties agree, normal
business hours can be adjusted to meet the
needs of both.
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 emergency.
2. PAYMENT AND INVOICING
TERMS.
2.1 Payment for Services. The
Company will be paid as follows:
$252,000 for two years to be paid monthly at
the rate of $10,500.00 per month.
Additional payment for specific projects may
be negotiated separately and payment may be
by hour or by project as mutually agreed upon.
Any such modification of the payment terms
must be agreed to in writing by the parties.
2.2 Reimbursable Costs. Client shall
reimburse the Company direct costs incurred
in connection with the Services rendered.
Reimbursable costs include, but are not
limited to, travel costs, subcontractors,
materials and computer costs, copies,
delivery, etc. that are necessary 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 approval. The
Company shall provide to Client
substantiation of Reimbursable Costs
incurred.
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Client will provide all equipment and
software necessary for the fulfillment of this
contract, at no cost to Company.
2.3 Invoicina.
(a) Invoices will submitted
monthly by the Company for payment by
Client. Payment is due upon receipt and is
past due thirty (30) business 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 seven (7)
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.
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 Confidentiality. Company
acknowledges that in the course of providing
services to Client under this Agreement, it
may encounter confidential information such
as internal communications, investigatory
records, etc. Company agrees not to discuss,
disseminate, or fail to preserve as confidential
any such information it accesses and that it
shall use its best commercially reasonable
efforts to preserve the confidentiality of all
Client information. Company further agrees
to notify Client promptly of any actual or
possible breaches, accidental or otherwise, of
confidential Client information and take all
reasonable steps to cure any such breach.
5. LIABILITY.
5.1 Limitation. Company will provide
a Liability and Errors and Omissions
insurance policy in the amount of $1,000,000.
Company shall also provide certificates of and
endorsements for general liability coverage in
the amount of $1,000,000 per occurrence,
$2,000,000 aggregate, as well as automobile
insurance in the amount of $1,000,000 and
workers' compensation insurance in the
amount of $1,000,000 or as required by law.
Client shall be named as additional insured on
the above insurance, which shall be primary as
to Client. Company is required to provide
evidence of and endorsements for such
insurance prior to undertaking any work on
Client's premises, and shall provide
continuing coverage throughout the term of
this Agreement. Failure to maintain such
insurance shall be deemed a breach of this
Agreement and Client may terminate this
c
Agreement under the provisions of Paragraph
6.14. 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 Client arising out of or in
connection with this Agreement, shall be
limited to the amount of the policy. 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.
5.2 Remedy. Client shall notify
Company in writing of any claim arising out
of or relating to this Agreement or any
material defect in or failure of services
provided by Company as provided in this
Agreement, whereupon Company shall (i) use
commercially reasonable efforts to cure, at its
expense, the matter that gave rise to the claim
for which the Company is at fault, or, if such
cure is not possible, (ii) return to Client the
fees paid by Client to the Company for the
particular service provided that gives rise to
the claim..
5.3 Indemnification. Company shall
indemnify, defend, and hold Client, its
directors, officers, employees, agents, and
volunteers harmless from and against any and
all liability, claims, suits, actions, damages,
and causes of action arising out of, pertaining
or relating to the negligence, recklessness or
willful misconduct of Consultant, its
employees, subcontractors, or agents, or on
account of the performance or character of the
Services, except for any such claim arising out
of the sole negligence or willful misconduct of
the City, its officers, employees, agents, or
volunteers. It is understood that the duty of
Consultant to indemnify and hold harmless
includes the duty to defend as set forth in
section 2778 of the California Civil Code.
Notwithstanding the foregoing, for any design
professional services, the duty to defend and
indemnify City shall be limited to that allowed
pursuant to California Civil Code section
2782.8. Acceptance of insurance certificates
and endorsements required under this
Agreement does not relieve Consultant from
liability under this indemnification and hold
harmless clause. This indemnification and
hold harmless clause shall apply whether or
not such insurance policies shall have been
determined to be applicable to any of such
damages or claims for damages.
5.4 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 Client agrees to pay
the costs thereof, provided that Company shall
not share confidential Client information with
such outside parties unless specifically
approved to do so by Client All expenditures
will be agreed upon before such consultation
is sought.
6.1 Insecurity and Adequate
Assurances. If reasonable grounds for
insecurity arise with respect to Client's ability
to pay for the Services in a timely fashion, the
Company may demand in writing adequate
assurances of Client's ability to meet its
payment obligations under this Agreement.
Unless Client provides the assurances in a
reasonable time and manner acceptable to the
Company, in addition to any other rights and
remedies available, Company may partially or
totally suspend its performance while
awaiting assurances, without any liability.
6.2 Severability. Should any part of this
Agreement for any reason be declared invalid,
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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.
6.3 Modification and Waiver. Waiver
of breach of this Agreement by either party
shall not be considered a waiver of any other
subsequent breach.
6.4 Independent Contractor. The
Company is an independent contractor. No
employment relationship or joint venture is
intended or created by this Agreement. .
6.5 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. All notices or other
communications hereunder shall be in writing,
sent by courier or the fastest possible means,
provided that recipient receives a manually
signed copy and the transmission method is
scheduled to deliver within 48 hours, 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.
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.
Notices shall be sent to:
For Company:
Ronda Caine Alcantara
Caine Computer Consulting, LLC
274 Redwood Shores Parkway #113
Redwood City, CA 94065
650-888-3240
caine(d.;caineconsultin 7k, org
For City:
Chief of Police
Burlingame Police Department
1111 Trousdale Dr.
Burlingame, CA 94010
6.6 Assignment. This Agreement is not
assignable or transferable by either party
without written consent of the other party,.
6.7 Disputes. The Company and Client
recognize that disputes arising under this
Agreement are best resolved at the working
level by the parties directly involved.. 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 may be submitted to nonbinding
mediation on mutually acceptable terms.
Either party may request such mediation by
written notice to the other. Failure to act on an
alleged breach of this Agreement during
proposed or pending mediation shall not be
deemed a waiver of any arguments or claims
relating to that breach. . 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.
6.8 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.
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6.9 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.
6.10 Residuals. Nothing in this
Agreement or elsewhere will prohibit or limit
the Company's ownership and use of ideas,
concepts, know-how, methods, models,
techniques, skill knowledge and experience
that were used, developed or gained in
connection with this Agreement. The Client
shall have the right to use all data collected or
generated under this Agreement.
6.11 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.
6.12 Governing Law and Construction;
Venue. 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. Venue for any
disputes arising out of this Agreement that
cannot be resolved informally shall be in the
Superior Court for the County of San Mateo,
California.
6.14 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. However, Company shall
have no rights to compensation for work
performed outside of the contracted term as
provided in Paragraph I.I. Client shall have
the right to terminate the contract at any time
if, in its determination, Company has failed to
adequately cure claims or defects for which
notice has been provided under Paragraph 5.2
or maintain insurance for the benefit of Client
as provided in Paragraph 5.1. Notice of
termination shall be provided in writing and
shall be deemed received Upon such
termination, Company shall be entitled to
compensation for all work performed prior to
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 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.
6.13 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
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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.
6.14 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
Title:
Approved as to form:
City Attorney
Caine Computer Consulting, LLC
I0
Title:
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