HomeMy WebLinkAboutReso - CC - 075-2018RESOLUTTON NO. 075-2018
RESOLUTION OF THE CITY COUNCIL OF THE CIry OF BURLINGAME APPROVING AND
AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH CAINE
CoillPUTER 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 2017 the City Council approved a renewal of said agreement; and
WHEREAS, the City's Police Department, having benefited greatly from the services
provided by Caine Computer Consulting, desires to renew the agreement with Caine Computer
Consulting for the provision of information technology management services; and
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF BURLINGAME
RESOLVES AND ORDERS AS FOLLOW:
The City Council approves and authorizes the City Manager to execute a renewed
agreement with Caine Computer Consulting, LLC, in the form attached as Exhibit ?'which is
incorporated by this reference
Michael Brownri Mayor
l, Meaghan Hassel-Shearer, City Clerk of the City of Burlingame, certify that the orng
Resolution was introduced at a regular meeting of the City Council held on the 4n day of June,
2018 and was adopted thereafter by the following vote:
AYES:
NOES:
ABSENT
COUNCILMEMBERS: BEACH, BROWNRIGG, COLSON, KEIGHRAN, ORTIZ
COUNCILMEMBERS: NONE
COUNCILMEMBERS: NONE
h l-Shearer, City Clerk
WHEREAS, Caine Computer Consulting is willing and able to continue to provide such
information technology management services;
CONTRACT - CAINE COMPUTER CONSTILTING, LLC
CITY OF BURLINGAME
Form 8.2
AGREEMENT TOR PROFESSIONAL SERVICES
This Agreement for Professional
Services (the "Agreement"), originally
effective May l, 2008, and amended to
extend the term, is by and between The City
of Burlingame, with its principal office in
Burlingame, Califomia (hereinafrer
"Client"), and Caine Computer Consulting,
LLC, corporation, with its principal office in
Redwood City, Califomia (hereinafter the
"Company").
WHEREAS, Client fmds that the
Company is willing to perform certain work
hereinafter described in accordance rvith dre
pmvisions of this Agreemen[ and
WHEREAS, Client finds that $e
Company is qualified to perform the work, all
relevant factors considered, and that such
performance will be in furtherance of Clienfs
business.
WHEREAS, Company will
provides services both onsite and remotely at
Company's place of business as the need
arises.
NOW, THEREFORE, iN
consideration of the mutual covenants set
forth herein and intending to be legally
bound. the partias hereto agree as follows:
I. SERVICES.
L I Effective Date and Term. This
Agreement is effective as ofJtly 1,20i8. The
term of this agreement is from the Eflective
Date until June 30, 2019.
1.2 Services O Cliqt.The Company
shall provide &e following ("Services") to
CIient:
New Projects and responsibilities can be
added to the above list if mutually agreed
upon by the parties.
Company agrees to provide consulting
services, such as discussing available options,
troubleshocting, recommending solutions and
working with employee and equipment
vendors as needed.
Client will be responsible for all
hardware components. lfhardware repair and
support is needed, Client a$ees 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.
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
upgradeVpatches and configuration changes
requested by Client. Company support forNehvork/ Computer System Administration
Website Administration
Project Management
Computer Software Management, including
but not limited to, the Sunridge Slstems
software
Email System Management
Telephone System Management
Communications Dispatching
Communications Supervision as necessary
Training and Computer Education to
employees
City Pmjects as needed
Company will work with the equipment
vendors to troubleshoot issues and replace
components under warranty.
seri'ice soft\4?re 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 Deparftrent employee, or his/her
designee. Company agrees to keep the
Administrative C,ommander or his/her
designee informed of work peribrmed, and
upon roquest, will provide an accouating 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
a significant amount of work is required to be
done afler normal business horns (0800-1700)
due to an emergency or other after-hours
need, that work may be invoiced in addition
to the contract amount, at a rate $65.00 per
hour or another amount which has been
mutually agreed upon by both parties. If both
parties agrce, normal business hours can be
adjusted to meet the needs ofboth.
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 altemative support oplions for Client to
call in the event ofemergency.
2.1 Payment tbr Services.
Company will b€ paid as follows:
The
$123,983.64 annually to be paid monthly at
the rate of $ 10,331 .97 per month.
Additional pa).rnent for specific projects may
be negotiated separately and pyment may be
by hour or by pmject as mutually agreed
upon.
2.2 Reimbursable Costs. Client shall
rcimburse the Company all msts incuned in
connection with the Services rendered.
Reimbursable costs include, but are not
limited to, ravel cosB, subcontractors,
materials and computer costs, copieg
delivery, erc, that are attributable to a project
or Service (the "Reimbursable Costs").
Travel costs are defined as air travel, lodging
meals and incidentals, ground transportation,
tools, and all costs associated with travel. Alt
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 firlfillment of this
contract, at no cost to Company.
2
2. PAYMENT AND INVOICING
TERMS.
2.3 Invoicing.
(a) Invoices will submitted
monthly by the Company for palment by
Client. Payment is due upon receipt and is
past due seven (30) business days from
receipt of invoice. If Client has any valid
reason for disputing any portion of an
invoice, Client will so notift the Company
within seven (7) calendar days of receipt of
invoice by Clien! and if no such notification
is given, the invoice will be deemed valid.
The portion of tlre Company's invoice that is
not in dispute shall be paid in accordance
with the procedures set forth herein.
Any attomey fees, court costs, or
other costs incurred in collection of
delinquent accounts shall be paid by Client.
If payment of invoices is not current, the
Company may suspend performing further
work.
3. CHANGES.
Client may, wit.h tlrc 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 ofthe work
covered by the Task Order, but no change
will be allowed unless agreed to by the
Company in writing.
4 STANDARD OF CARE
The Company warrants that it services
shall be performed by personnel possessing
competency consistent with applicable
industry standards. No other representation,
express or implied, and no waranty or
guarantee are included or intended in this
AgreemenL or in any repon, oPinion,
deliverable, work product, document or
otherwise. Fudhermore, no guarantee is
made as to the efficacy or value of any
services performed or software developed-
This Section sets forth the only watranties
provided by the company conceming the
services and relaled work product. This
warranty is made expressly in lieu ofall other
warranties, express or implied, including
without limitation any implied warranties of
fitness for a particular purpose,
merchantability, non-infringemen! title or
othenvise.
5. LIABILITY,
5.1 Limitation. Company will provide
a Liability and Errors and Omissions
insurance policy in the amount of $l ,000,000,
The Company's liability. including but not
limited to Client's claims of contributions and
indemnification related to third parly claims
arising out of sen ices rendered by the
Company, and for any losses. injury or
damages to persons or properties or work
performed arising out of or in connection
with rhis Agreement and for any other claim,
shall be limited to the amount of the policy.
Notrvithstanding anything to the conrary in
this Agreemenl the Company shall not be
liable for any special, indirecg consequential,
lost profits, or punitive damages. Client
agrees to limit the Company's liability to
Client and any other third party for any
damage on account of any error, omission or
negligence to a sum not !o exceed the amount
of the insurance policy. The limitation of
liability set forth herein is for any and all
matiers for which the Company may
otherwise have liabilif arising out of or in
connection with this Agreemeng whether the
claim arises in contract, tort, statute, or
otherwise-
5.2 Rerhedy. Clients exclusive remedy
for any claim arising out of or relating to this
Agreement will be for t}re Companl upon
receipl of written notice, either (i) to use
commercially reasonable efforts to cur€, at its
expense, the matter that gave rise to the claim
for which the Company is at fault, or (ii)
retum to Client the fees paid by Client to the
Company for the particular service provided
that gives rise to the claim, subject to the
Iimitation contained in Section 5.1. Client
agrees that it will not allege that this remedy
fails its essential purpose.
5.3 Survival. Articles 2,4 5, and 6 survive
the expiration or termination of dris
Agreement for any reason.
6. MISCELLANEOUS.
Company may consult wi*r other
Vendors as needed and Client agrees to pay
the costs thereof. All expenditures will be
agreed upon before such consultation is
sought.
6.1 lnsecuritu Adeouate
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 Severabilio. Should any part of
this Agreement for any reason be declared
invalid, such decision shall not affect the
validity of any remaining pmvisions, which
remaining provisions shall remain in ftll
force and effect as if this Agreement had been
executed with the invalid portion thercof
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 pordons which may, for any reason,
be hereafler declared invalid. Any provision
shall nevertheless remain in full force and
effect in all other circumstances.
of breach of this Agreemerf by either part
shall not be considered a waiver of any other
subsequent breach.
6.4 Independent Contractor. The
Company is an independent conhactor of
Client.
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. If Client fails to give
such notice to the Company with regard to
any such claim or cause of action and shall
not have brought legal action for such claim
or cause of action within said time period,
Client shall be deemed to have waived, and
shall be forever barred from bringing or
asserting such claim or cause of action in any
suit, action or proceeding in any court or
before any govemmental agency or authority
or any arbitrator. All notices or other
communications hereunder shall be in
writing, sent by courier or tie fastest possible
means. provided that recipient receives a
manually signed copy and the transmission
method is scheduled to deliver widrin 48
houa, 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 pa*y 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. The Agreement is not
assignable or transferable by Client. This6.3 Modification and Waiver. Waiver
4
6.7 Displ$gg. The Company and Client
recognize that disputes arising under this
Agreement are best resolved at the wolting
level by the parties directly involved. Both
parties are encouraged to be imaginative in
designing mechanism and procedures to
resolve disputas at this level. Such efforts
shall include the referral o[ any remaining
issues in dispute to higher authority within
each participating party's organization for
resolution, Failing resolution of conflicts at
the organizational level, the Company and
Client agree that any remaining conflicts
arising out ofor relating to this Contract shall
be submitted to nonbinding medialion unless
the Company and Client mutually agree
otherwise. If the dispute is not resolved
through non-binding mediation, then the
padies may take other appropriate action
subject to the other terms ofth;s Agreement.
6.8 Section Headings. Title and
headings ofsections ofthis Agreernent are for
convenience of reference only and shall not
affect the construction of any provision ofthis
Agrcement.
6.9 Represe ntations:CounterDarts
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 teleropied 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 &is
Agreement or elsewhere will prohibit or limit
5
the Company's ownership and use of ideas,
concepts, know-how, methods, models, data,
techniques, skill knowledge and experience
that were used, developed or gained in
connection with this Agrcement. The
Company and Client shall each 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
Compan/s agreement to meet a specific
obligation or deadline despite the delay.
6.12 Goveminc Larv Construction.
This Agreement will be govemed 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 deerned to be the result of
negotiation among the parties and tleir
respective counsel and shall not be construed
strictly for or against any pa$y.
6.13Artrikation. Any controversy,
dispute or claim arising out of or related to
this Agreement or breach of this Ageement
shall be settled solely by confidential binding
arbitration by a single arbitmtor in accordance
with the commercial arbitration rules of
JAMS in effect at the time the artitration
commences. 'I'he award ofthe arbitrator shall
be final and binding. No party shall be
entitled to, and the arbitrator is not authorized
to, award legal fees, exped witness fees, or
related costs of a party. The arbitration shall
be held in
6.14 Termination of Contract. This
Agreement is not assiglable or transferable
by the Company without the written consont
of Client, which consent shall not be
unreasonably withheld or delayed.
contract may be terminated upon written
notice delivered by either Client or Company
not less than Ninety (90) days prior to the
termination date-
6.15 Entire A glee 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, agr€ements 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 ftom the date of
signing and can be renewed under mutual
agreement of both parties-
6.14 Force Maieure.The Company
shall not be responsible for delays or failures
(including any delay by the Company to make
progress in the prosecution of any Services) if
such delay arises out of causes beyond its
control. Such causes may include, but are not
restricted to, acts of God or of the public
enemy, fires, floods, epidemics, riots,
quarantine restrictions, strikes, freight
embargoes. earthquakes, electrical outages.
computer or communications failures, and
severe lveatler, and acts or omissions of
subcontractors or third parties,
6.15 Use Bv ird Parties.Work
pcrlormed by the Cornpany pursuant to this
Agreement is only for the purpose intended
and may be misleading if used in another
context. Client agr.ees not to use any
documents produced under this Agreement
for anything other than the intended purpose
without the Company's wrirten permission.
This Agreement shall, therefore, not creale
any rights or benefits to parties other than to
Cliart and the Company.
IN WITNESS WTIEREOF, thE
parties hereto have executed this Agreement
as of the day and year first above written.
Date: _
Ci! of Burlingame
By:
Caine Computer Consulting LLC
Title:Au)neL
By
Title:_