HomeMy WebLinkAboutReso - CC - 082-2025RESOLUTION NO. 082-2025
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BURLINGAME AUTHORIZING
THE CITY MANAGER TO EXERCISE THE OPTION TO EXTEND THE AGREEMENT WITH
CAINE COMPUTER CONSULTING, LLC, FOR INFORMATION TECHNOLOGY SERVICES
TO THE POLICE DEPARTMENT FOR FISCAL YEARS 2025-26 AND 2026-27
WHEREAS, since 2008, the Burlingame Police Department has utilized Caine Computer
Consulting, LLC, for its essential information technology services; and
WHEREAS, the current agreement with Caine Computer Consulting, LLC, is set to expire
on June 30, 2025, and includes an option to extend the agreement through June 30, 2027; and
WHEREAS, City staff has conducted a thorough evaluation of Caine Computer
Consulting, LLC's services and performance, noting their specialized knowledge of City and San
Mateo County systems, extensive expertise in law enforcement application systems, exceptional
24/7/365 responsiveness, and cost-efficient service delivery; and
WHEREAS, the proposed extension will ensure the continued provision of critical IT
management services to the Police Department, including but not limited to network and computer
system administration and backup, website administration, project management, computer
software management, email and telephone system management, communications project
management, computer training, and other related duties; and
WHEREAS, the extended agreement will be effective from July 1, 2025, through June 30,
2027; and
WHEREAS, the total cost for this two-year agreement extension is $269,794, which
includes a 2% cost increase, equating to an annual cost of $134,897 per fiscal year; and
WHEREAS, funds for the first year of this extension (Fiscal Year 2025-26) have been
allocated within the Police Department’s proposed General Fund budget.
NOW, THEREFORE THE CITY COUNCIL OF THE CITY OF BURLINGAME HEREBY
RESOLVES AS FOLLOWS:
1. The City Manager is hereby authorized to exercise the option to extend the agreement
with Caine Computer Consulting, LLC, to provide information technology services to the
Police Department for Fiscal Years 2025-26 and 2026-27.
2. The total cost of this extended agreement shall not exceed $269,794.
3. The City Manager is further authorized to execute all necessary documents to implement
this extension, subject to review and approval by the City Attorney.
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______________________________
Peter Stevenson, Mayor
I, Meaghan Hassel-Shearer, City Clerk of the City of Burlingame, do hereby certify that the
foregoing resolution was adopted at a regular meeting of the City Council held on the 7th day of
July, 2025, by the following vote:
AYES: COUNCILMEMBERS: Brownrigg, Colson, Pappajohn, Stevenson, Thayer
NOES: COUNCILMEMBERS: None
ABSENT: COUNCILMEMBERS: None
______________________________
Meaghan Hassel-Shearer, City Clerk
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Form 8.2
CONTRACT – CAINE COMPUTER CONSULTING, LLC
CITY OF BURLINGAME
DocuSign Envelope ID: C3654092-C027-47F5-8925-98A2E54FCA62
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 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 July 1, 2021. The
term of this agreement is from the Effective
Date until June 30, 2023 unless otherwise
extended. However, at the sole option of the
Client, this Agreement may be extended for
up to two additional years, or terminated
pursuant to the provisions hereof.
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
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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:
256,800 for two years to be paid monthly at
the rate of $10,700.00 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.
Client will provide all equipment and
software necessary for the fulfillment of this
contract, at no cost to Company.
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2.3 Invoicing.
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 Agreement under
the provisions of Paragraph 6.14. The
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Company's liability 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, 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
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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.
We need to insert to whom notices should
be given here, both with Company and within
the PD. Likely the Chief but it could be
anyone you designate, recommended with a
cc in case that person is out>
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.
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.
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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 1.1. 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
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.
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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.
CITY OF BURLINGAME
A municipal corporation
By:
City Manager - Lisa K. Goldman
Approved as to form:
City Attorney - Michael Guina
Attest:
City Clerk - Meaghan Hassel-Shearer
COMPANY
By:
Caine Computer Consulting, LLC
Print Name:
Title:
Date:
DocuSign Envelope ID: C3654092-C027-47F5-8925-98A2E54FCA62
Ronda Caine Alcantara
6/24/2021
Owner
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Form 8.2
CONTRACT – CAINE COMPUTER CONSULTING, LLC
CITY OF BURLINGAME
Docusign Envelope ID: FDA91954-4F02-4521-9245-D4AA72B2AE31
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 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 July 1, 2023. The
term of this agreement is from the Effective
Date until June 30, 2025 unless otherwise
extended. However, at the sole option of the
Client, this Agreement may be extended for
up to two additional years, or terminated
pursuant to the provisions hereof.
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
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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:
$264,504.00 for two years to be paid monthly
at the rate of $11,021.00 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.
Client will provide all equipment and
software necessary for the fulfillment of this
contract, at no cost to Company.
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2.3 Invoicing.
(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 Agreement under
the provisions of Paragraph 6.14. The
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Company's liability 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, 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
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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.
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.
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
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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 1.1. 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
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
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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.
CITY OF BURLINGAME
A municipal corporation
By:
City Manager – Lisa K. Goldman
Approved as to form:
____________________________________
City Attorney – Michael Guina
Attest:
____________________________________
City Clerk – Meaghan Hassel-Shearer
COMPANY
By:
____________________________________
Caine Computer Consulting, LLC
Print Name :
Title :
Date :
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CITY OF BURLINGAME
PROFESSIONAL SERVICES AGREEMENT
This Agreement is made and entered into as of ________________, 20____ by and
between the City of Burlingame, a public agency organized and operating under the laws of the
State of California with its principal place of business at 501 Primrose Road, Burlingame, CA
94010 (“City”), and Caine Consulting, LLC, a limited liability corporation at 274 Redwood Shores
Parkway, #113, Redwood City, CA 94065 (hereinafter referred to as “Consultant”). City and
Consultant are sometimes individually referred to as “Party” and collectively as “Parties” in this
Agreement.
RECITALS
A. City is a public agency of the State of California and is in need of professional
services for the following project:
Information technology services, as provided in Exhibit A, attached hereto (hereinafter referred to
as “the Project”).
B. City has previously contracted with Consultant for similar services with successful
results.
B. Consultant is duly licensed and has the necessary qualifications to provide such
services.
C. The Parties desire by this Agreement to establish the terms for City to retain
Consultant to provide the services described herein.
AGREEMENT
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. Services.
Consultant shall provide the City with the services described in the Scope of Services
attached hereto as Exhibit “A.”
2. Compensation.
a. Subject to paragraph 2(b) below, the City shall pay Consultant $269,794
for two years to be paid monthly at the rate of $11,241.42 per month. 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.
b. In no event shall the total amount paid for services rendered by Consultant
under this Agreement exceed the sum of $11,241.42.
c. Additional payment for specific projects may be negotiated separately and
payment may be made 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.
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d. Reimbursable Costs. City shall reimburse Consultant for 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 City’s approval. Consultant shall provide City with
substantiation of Reimbursable Costs incurred.
City will provide all equipment and software necessary for the fulfillment of this contract, at no
cost to Company.
3. Additional Work.
If changes in the work seem merited by Consultant or the City, and informal consultations
with the other party indicate that a change is warranted, it shall be processed in the following
manner: a letter outlining the changes shall be forwarded to the City by Consultant with a
statement of estimated changes in fee or time schedule. An amendment to this Agreement shall
be prepared by the City and executed by both Parties before performance of such services, or
the City will not be required to pay for the changes in the scope of work. Such amendment shall
not render ineffective or invalidate unaffected portions of this Agreement.
4. Maintenance of Records.
Books, documents, papers, accounting records, and other evidence pertaining to costs
incurred shall be maintained by Consultant and made available at all reasonable times during the
contract period and for four (4) years from the date of final payment under the contract for
inspection by City.
5. Term
The term of this Agreement shall be from July 1, 2025 to June 30, 2027, unless earlier
terminated as provided herein. The Parties may, by mutual, written consent, extend the term of
this Agreement if necessary to complete the Project. Consultant shall perform its services in a
prompt and timely manner within the term of this Agreement.
6. Delays in Performance.
a. Neither City nor Consultant shall be considered in default of this Agreement for
delays in performance caused by circumstances beyond the reasonable control of the non-
performing party. For purposes of this Agreement, such circumstances include but are not limited
to, abnormal weather conditions; floods; earthquakes; fire; epidemics; pandemics; war; riots and
other civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances;
sabotage or judicial restraint.
b. Should such circumstances occur, the non-performing party shall, within a
reasonable time of being prevented from performing, give written notice to the other party
describing the circumstances preventing continued performance and the efforts being made to
resume performance of this Agreement.
7. Compliance with Law.
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a. Consultant shall comply with all applicable laws, ordinances, codes and
regulations of the federal, state and local government, including Cal/OSHA requirements.
b. If required, Consultant shall assist the City, as requested, in obtaining and
maintaining all permits required of Consultant by federal, state and local regulatory agencies.
c. If applicable, Consultant is responsible for all costs of clean up and/ or removal of
hazardous and toxic substances spilled as a result of his or her services or operations performed
under this Agreement.
8. Standard of Care
Consultant’s services will be performed in accordance with generally accepted
professional practices and principles and in a manner consistent with the level of care and skill
ordinarily exercised by members of the profession currently practicing under similar conditions.
9. Assignment and Subconsultant
Consultant shall not assign, sublet, or transfer this Agreement or any rights under or
interest in this Agreement without the written consent of the City, which may be withheld for any
reason. Any attempt to so assign or so transfer without such consent shall be void and without
legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a
provision making them subject to all provisions stipulated in this Agreement. Nothing contained
herein shall prevent Consultant from employing independent associates, and subconsultants as
Consultant may deem appropriate to assist in the performance of services hereunder.
10. Independent Contractor
Consultant is retained as an independent contractor and is not an employee of City. No
employee or agent of Consultant shall become an employee of City. The work to be performed
shall be in accordance with the work described in this Agreement, subject to such directions and
amendments from City as herein provided.
11. Insurance. Consultant shall not commence work for the City until it has provided
evidence satisfactory to the City it has secured all insurance required by Exhibit B, attached and
incorporated herein. In addition, Consultant shall not allow any subcontractor to commence work
on any subcontract until it has secured all insurance required under this section.
a. Evidence Required
Prior to execution of the Agreement, the Consultant shall file with the City evidence
of insurance from an insurer or insurers certifying to the coverage of all insurance required
herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer’s equivalent)
signed by the insurer’s representative and Certificate of Insurance (Acord Form 25-S or
equivalent), together with required endorsements. All evidence of insurance shall be signed by
a properly authorized officer, agent, or qualified representative of the insurer and shall certify the
names of the insured, any additional insureds, where appropriate, the type and amount of the
insurance, the location and operations to which the insurance applies, and the expiration date of
such insurance.
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b. Policy Provisions Required
(i) Consultant shall provide the City at least thirty (30) days prior
written notice of cancellation of any policy required by this Agreement, except that the Consultant
shall provide at least ten (10) days prior written notice of cancellation of any such policy due to
non-payment of premium. If any of the required coverage is cancelled or expires during the term
of this Agreement, the Consultant shall deliver renewal certificate(s) including the General
Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective
date of cancellation or expiration.
(ii) The Commercial General Liability Policy and Automobile Policy
shall each contain a provision stating that Consultant’s policy is primary insurance and that any
insurance, self-insurance or other coverage maintained by the City or any named insureds shall
not be called upon to contribute to any loss.
(iii) The retroactive date (if any) of each policy is to be no later than the
effective date of this Agreement. Consultant shall maintain such coverage continuously for a
period of at least three years after the completion of the work under this Agreement. Consultant
shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced
past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the
policy is replaced by another claims-made policy with a retroactive date subsequent to the
effective date of this Agreement.
(iv) All required insurance coverages, except for the professional
liability coverage, shall contain or be endorsed to provide a waiver of subrogation in favor of the
City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant
or others providing insurance evidence in compliance with these specifications to waive their
right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City,
and shall require similar written express waivers and insurance clauses from each of its
subconsultants.
(v) The limits set forth herein shall apply separately to each insured
against whom claims are made or suits are brought, except with respect to the limits of liability.
Further the limits set forth herein shall not be construed to relieve the Consultant from liability in
excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City
and shall not preclude the City from taking such other actions available to the City under other
provisions of the Agreement or law.
c. Qualifying Insurers
(i) All policies required shall be issued by acceptable insurance
companies, as determined by the City, which satisfy the following minimum requirements:
(1) Each such policy shall be from a company or companies
with a current A.M. Best's rating of no less than A:VII and admitted to transact in the
business of insurance in the State of California, or otherwise allowed to place insurance
through surplus line brokers under applicable provisions of the California Insurance Code
or any federal law.
d. Additional Insurance Provisions
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(i) The foregoing requirements as to the types and limits of insurance
coverage to be maintained by Consultant, and any approval of said insurance by the City, is not
intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise
assumed by the Consultant pursuant to this Agreement, including but not limited to, the
provisions concerning indemnification.
(ii) If at any time during the life of the Agreement, any policy of
insurance required under this Agreement does not comply with these specifications or is
canceled and not replaced, City has the right but not the duty to obtain the insurance it deems
necessary and any premium paid by City will be promptly reimbursed by Consultant or City will
withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City
may cancel this Agreement.
(iii) The City may require the Consultant to provide complete copies of
all insurance policies in effect for the duration of the Project.
(iv) Neither the City nor any of its officials, officers, employees, agents
or volunteers shall be personally responsible for any liability arising under or by virtue of this
Agreement.
e. Subconsultant Insurance Requirements. Consultant shall not allow any
subcontractors or subconsultants to commence work on any subcontract until they have provided
evidence satisfactory to the City that they have secured all insurance required under this section.
Policies of commercial general liability insurance provided by such subcontractors or
subconsultants shall be endorsed to name the City as an additional insured using ISO form CG
20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant,
City may approve different scopes or minimum limits of insurance for particular subcontractors
or subconsultants.
12. Indemnification.
a. To the fullest extent permitted by law, Consultant shall defend (with counsel
of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and
agents free and harmless from any and all claims, demands, causes of action, costs, expenses,
liability, loss, damage or injury of any kind, in law or equity, to property or persons, including
wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or
omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors,
consultants or agents in connection with the performance of the Consultant’s services, the Project
or this Agreement, including without limitation the payment of all damages, expert witness fees
and attorney’s fees and other related costs and expenses. Consultant’s obligation to indemnify
shall be limited to the amount of Consultant’s insurance policies.
b. If Consultant’s obligation to defend, indemnify, and/or hold harmless arises
out of Consultant’s performance of “design professional” services (as that term is defined under
Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8,
which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims
that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the
Consultant, and, upon Consultant obtaining a final adjudication by a court of competent
jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the
Consultant’s proportionate percentage of fault.
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c. City shall notify Consultant of any claim arising out of or relating to this
Agreement or in any material defect or failure of services provided by Consultant as provided in
this Agreement. Consultant shall then (i) use commercially reasonable efforts to cure, at its
expense, the matter that gave rise to the claim for which Consultant is at fault or, if such cure is
not possible, (ii) return to City the fees paid by City to Consultant for the particular service provided
that gives rise to the claim. Efforts to cure as discussed in this Section 12(c) do not impact
Consultant’s indemnification obligation in Section 12(a).
13. California Labor Code Requirements.
a. Consultant is aware of the requirements of California Labor Code Sections
1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the
performance of other requirements on certain “public works” and “maintenance” projects
(“Prevailing Wage Laws”). If the services are being performed as part of an applicable “public
works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total
compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage
Laws. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and
agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any
failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon
the Consultant and all subconsultants to comply with all California Labor Code provisions, which
include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775),
employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code
Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment
of contractors and subcontractors (Labor Code Section 1777.1). The requirement to submit
certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4
shall not apply to work performed on a public works project that is exempt pursuant to the small
project exemption specified in Labor Code Section 1771.4.
b. If the services are being performed as part of an applicable “public works”
or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the
Consultant and all subconsultants performing such services must be registered with the
Department of Industrial Relations. Consultant shall maintain registration for the duration of the
Project and require the same of any subconsultants, as applicable. Notwithstanding the
foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and
1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the
small project exemption specified in Labor Code Sections 1725.5 and 1771.1.
c. This Agreement may also be subject to compliance monitoring and
enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility
to comply with all applicable registration and labor compliance requirements. Any stop orders
issued by the Department of Industrial Relations against Consultant or any subcontractor that
affect Consultant’s performance of services, including any delay, shall be Consultant’s sole
responsibility. Any delay arising out of or resulting from such stop orders shall be considered
Consultant caused delay and shall not be compensable by the City. Consultant shall defend,
indemnify and hold the City, its officials, officers, employees and agents free and harmless from
any claim or liability arising out of stop orders issued by the Department of Industrial Relations
against Consultant or any subcontractor.
14. Verification of Employment Eligibility.
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By executing this Agreement, Consultant verifies that it fully complies with all requirements
and restrictions of state and federal law respecting the employment of undocumented aliens,
including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended
from time to time, and shall require all subconsultants and sub-subconsultants to comply with the
same.
15. Laws and Venue.
This Agreement shall be interpreted in accordance with the laws of the State of California.
If any action is brought to interpret or enforce any term of this Agreement, the action shall be
brought in a state or federal court situated in the County of San Mateo, State of California.
16. Termination or Abandonment
a. City has the right to terminate or abandon any portion or all of the work
under this Agreement by giving ten (10) calendar days written notice to Consultant. In such event,
City shall be immediately given title and possession to all original field notes, drawings and
specifications, written reports and other documents produced or developed for that portion of the
work completed and/or being abandoned. City shall pay Consultant the reasonable value of
services rendered for any portion of the work completed prior to termination. If said termination
occurs prior to completion of any task for the Project for which a payment request has not been
received, the charge for services performed during such task shall be the reasonable value of
such services, based on an amount mutually agreed to by City and Consultant of the portion of
such task completed but not paid prior to said termination. City shall not be liable for any costs
other than the charges or portions thereof which are specified herein. Consultant shall not be
entitled to payment for unperformed services, and shall not be entitled to damages or
compensation for termination of work.
b. Consultant may terminate its obligation to provide further services under
this Agreement upon thirty (30) calendar days’ written notice to City only in the event of substantial
failure by City to perform in accordance with the terms of this Agreement through no fault of
Consultant.
17. Documents. Except as otherwise provided in “Termination or Abandonment,”
above, all original field notes, written reports, Drawings and Specifications and other documents,
produced or developed for the Project shall, upon payment in full for the services described in this
Agreement, be furnished to and become the property of the City.
18. Confidentiality. Consultant acknowledges that in the course of providing Services
to City under this Agreement, it may encounter confidential information such as internal
communications, investigatory records, personnel records, or other similar records. Consultant
agrees not to discuss, disseminate, or fail to preserve as confidential any such information it
accesses and that it shall use its best commercially reasonably efforts to preserve the
confidentiality of all City information. Consultant further agrees to notify City of any actual or
possible breaches, accidental or otherwise, of confidential City information and take all
reasonable steps to cure any such breach.
19. Organization
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Consultant shall assign Rhonda Caine Alcantara as Project Manager. The Project
Manager shall not be removed from the Project or reassigned without the prior written consent of
the City.
20. Limitation of Agreement
This Agreement is limited to and includes only the work included in the Project described
above.
21. Notice
Any notice or instrument required to be given or delivered by this Agreement may be given
or delivered by depositing the same in any United States Post Office, certified mail, return receipt
requested, postage prepaid, addressed to:
CITY:
City of Burlingame
501 Primrose Road
Burlingame, CA 94010
Attn: Burlingame Police Department
CONSULTANT:
Ronda Caine Alcantara
274 Redwood Shores Parkway, #113,
Redwood City, CA 94065
and shall be effective upon receipt thereof.
22. Third Party Rights
Nothing in this Agreement shall be construed to give any rights or benefits to anyone other
than the City and the Consultant.
23. Equal Opportunity Employment
Consultant represents that it is an equal opportunity employer and that it shall not
discriminate against any employee or applicant for employment because of race, religion, color,
national origin, ancestry, sex, age or other interests protected by the State or Federal
Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to
initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or
termination.
24. Entire Agreement
This Agreement, with its exhibits, represents the entire understanding of City and
Consultant as to those matters contained herein, and supersedes and cancels any prior or
contemporaneous oral or written understanding, promises or representations with respect to
those matters covered hereunder. Each Party acknowledges that no representations,
inducements, promises or agreements have been made by any person which are not incorporated
herein, and that any other agreements shall be void. This Agreement may not be modified or
altered except in writing signed by both Parties hereto. This is an integrated Agreement.
25. Severability
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The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not
render the remaining provisions unenforceable, invalid or illegal.
26. Successors and Assigns
This Agreement shall be binding upon and shall inure to the benefit of the successors in
interest, executors, administrators and assigns of each Party to this Agreement. However,
Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights,
burdens, duties or obligations without the prior written consent of City. Any attempted assignment
without such consent shall be invalid and void.
27. Non-Waiver
None of the provisions of this Agreement shall be considered waived by either Party,
unless such waiver is specifically specified in writing.
28. Time of Essence
Time is of the essence for each and every provision of this Agreement.
29. City’s Right to Employ Other Consultants
City reserves its right to employ other consultants, including engineers, in connection with
this Project or other projects.
30. Prohibited Interests
Consultant maintains and warrants that it has not employed nor retained any company or
person, other than a bona fide employee working solely for Consultant, to solicit or secure this
Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any
company or person, other than a bona fide employee working solely for Consultant, any fee,
commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting
from the award or making of this Agreement. For breach or violation of this warranty, City shall
have the right to rescind this Agreement without liability. For the term of this Agreement, no
director, official, officer or employee of City, during the term of his or her service with City, shall
have any direct interest in this Agreement, or obtain any present or anticipated material benefit
[SIGNATURES ON FOLLOWING PAGE]
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SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT
BETWEEN CITY OF BURLINGAME
AND CAINE COMPUTER CONSULTING, LLC
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
written above.
CITY OF BURLINGAME
Approved By:
Lisa Goldman,
City Manager
Date
Attested By:
Meaghan Hassel-Shearer,
City Clerk
Approved As To Form:
Michael Guina
City Attorney
CAINE COMPUTER CONSULTING, LLC
Signature
Name
Title
Date
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EXHIBIT A
Scope of Services
Consultant shall provide the following services:
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
Consultant agrees to provide consulting services, such as discussing available options,
troubleshooting, recommending solutions and working with employee and equipment vendors as
needed.
Consultant shall provide support for workstation software, including the initial installation, re-
installation, software upgrades/patches and configuration changes requested by City. Consultant
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 Consultant.
Consultant and any employees or agents shall report directly to the Burlingame Police Department
Chief or his/her designee. Consultant agrees to keep the Administrative Captain or his/her designee
informed of work performed, and upon request, will provide an accounting of work done on projects.
Consultant shall provide services both on site and remotely in order to maintain the integrity of the
City's computer systems. In an emergency, Consultant shall perform the work required to secure
City’s systems and, if feasible, maintain operational status. For emergency work, no pre-
authorization by City 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 City 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.
Consultant 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 City.
If Consultant will not be available, Consultant will provide a list of alternative support options for City
to contact in the event of emergency.
Consultant may consult with other vendors as needed. Upon the parties mutual agreement, in
writing of these additional costs, City agrees to pay costs thereof, provided that Consultant shall not
share confidential information with any outside parties unless specifically authorized by City to do
so.
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City shall be responsible for all hardware components required to carry out the services above. If
hardware repair or support is required, City agrees to pay such costs. Consultant shall interface
with any equipment vendors to troubleshoot issues and replace components under warranty.
Cabling shall be performed by cabling contractors approved jointly by City and Consultant. City
shall pay costs of required cabling.
City shall pay for any technical support contracts for third-party software.
City will be responsible for purchasing and upgrading software licenses.
Any purchases required to perform the Services herein shall conform to City’s purchasing policies
and procedures.
This scope of work maybe expanded upon mutual agreement by the parties in writing.
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EXHIBIT B
Insurance Requirements
Commercial General Liability
a. The Consultant shall take out and maintain, during the performance of all work
under this Agreement, in amounts not less than specified herein, Commercial General
Liability Insurance, in a form and with insurance companies acceptable to the City.
b. Coverage for Commercial General Liability insurance shall be at least as broad as
the following:
i. Insurance Services Office Commercial General Liability coverage (Occurrence
Form CG 00 01) or exact equivalent.
c. Commercial General Liability Insurance must include coverage for the following:
i. Bodily Injury and Property Damage
ii. Personal Injury/Advertising Injury
iii. Premises/Operations Liability
iv. Products/Completed Operations Liability
v. Aggregate Limits that Apply per Project
vi. Explosion, Collapse and Underground (UCX) exclusion deleted
vii. Contractual Liability with respect to this Agreement
viii. Property Damage
ix. Independent Contractors Coverage
d. The policy shall contain no endorsements or provisions limiting coverage for (1)
contractual liability; (2) cross liability exclusion for claims or suits by one insured against
another; (3) products/completed operations liability; or (4) contain any other exclusion
contrary to the Agreement.
e. The policy shall give City, its officials, officers, employees, agents and City
designated volunteers additional insured status using ISO endorsement forms CG 20 10
10 01 and 20 37 10 01, or endorsements providing the exact same coverage.
f. The general liability program may utilize either deductibles or provide coverage
excess of a self-insured retention, subject to written approval by the City, and provided
that such deductibles shall not apply to the City as an additional insured.
Automobile Liability
a. At all times during the performance of the work under this Agreement, the
Consultant shall maintain Automobile Liability Insurance for bodily injury and property
damage including coverage for owned, non-owned and hired vehicles, in a form and with
insurance companies acceptable to the City.
b. Coverage for automobile liability insurance shall be at least as broad as Insurance
Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol
1, any auto).
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c. The policy shall give City, its officials, officers, employees, agents and City
designated volunteers additional insured status.
d. Subject to written approval by the City, the automobile liability program may utilize
deductibles, provided that such deductibles shall not apply to the City as an additional
insured, but not a self-insured retention.
Workers’ Compensation/Employer’s Liability
a) Consultant certifies that he/she is aware of the provisions of Section 3700 of the
California Labor Code which requires every employer to be insured against liability for
workers’ compensation or to undertake self-insurance in accordance with the provisions
of that code, and he/she will comply with such provisions before commencing work under
this Agreement.
b) To the extent Consultant has employees at any time during the term of this
Agreement, at all times during the performance of the work under this Agreement, the
Consultant shall maintain full compensation insurance for all persons employed directly
by him/her to carry out the work contemplated under this Agreement, all in accordance
with the “Workers’ Compensation and Insurance Act,” Division IV of the Labor Code of the
State of California and any acts amendatory thereof, and Employer’s Liability Coverage in
amounts indicated herein. Consultant shall require all subconsultants to obtain and
maintain, for the period required by this Agreement, workers’ compensation coverage of
the same type and limits as specified in this section.
Professional Liability (Errors and Omissions)
At all times during the performance of the work under this Agreement the Consultant shall
maintain professional liability or Errors and Omissions insurance appropriate to its profession, in
a form and with insurance companies acceptable to the City and in an amount indicated herein.
This insurance shall be endorsed to include contractual liability applicable to this Agreement and
shall be written on a policy form specifically designed to protect against acts, errors or omissions
of the Consultant. “Covered Professional Services” as designated in the policy must specifically
include work performed under this Agreement. The policy must “pay on behalf of” the insured and
must include a provision establishing the insurer's duty to defend.
Minimum Policy Limits Required
a) The following insurance limits are required for the Agreement:
Limits
Commercial General Liability $1,000,000 per occurrence/ $2,000,000 aggregate
for bodily injury, personal injury, and property
damage
Automobile Liability $1,000,000 combined single limit
Employer’s Liability $1,000,000 per accident or disease
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Professional Liability $1,000,000 per claim and aggregate (errors and
omissions)
b) Defense costs shall be payable in addition to the limits.
c) Requirements of specific coverage or limits contained in this section are not
intended as a limitation on coverage, limits, or other requirement, or a waiver of any
coverage normally provided by any insurance. Any available coverage shall be provided
to the parties required to be named as Additional Insured pursuant to this Agreement.
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