Palos Verdes on the Net (1998 - 2011) 1 , C-1:(
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FIRST ADDENDUM TO COMPUTER NETWORK SERVICES
AGREEMENT
This First Addendum to the Computer Network Service Agreement (the "First
Addendum"), dated September 20, 2005, is entered into by and between the City of
Rancho Palos Verdes, a municipal corporation (the "City"), and Palos Verdes on the
NET, Computer Technology Center, a California nonprofit public benefit corporation
("Consultant") as follows:
RECITALS:
A. City and Consultant entered into a Computer Network Services Agreement (the
"Agreement"), dated September 2, 1998, regarding the installation, maintenance,
on-going training and support services of the City's Information Technology
system.
B. Consultant continues to provide services in accordance with the Agreement.
C. City and Consultant wishes to amend the Agreement pursuant to the terms and
conditions contained in this First Addendum. Except as amended by this First
Addendum, all other provisions of the Agreement shall remain in effect.
D. City desires for Consultant to implement Phase 2 of the City's geographic
information system (hereafter "GIS System"), including the upgrade of a
dedicated server, installation of the ESRI ArcIMS server-based software to
enable access to the GIS server by City Hall network users, installation of a
multi-user desktop software for concurrent use and any other necessary GIS
desktop software, to provide on-going training, support and consulting services
regarding the GIS System and to develop, or assist City staff with the
development of certain database and graphical theme layers for the City's GIS
System, the combination which hereafter shall be referred to as the GIS System.
E. Consultant shall provide GIS services described herein pursuant to this First
Addendum to Computer Services Agreement.
AGREEMENT:
NOW, THEREFORE, in mutual consideration of the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereby agree to revise the Computer Network Services
Agreement (the "Agreement"), dated September 2, 1998, as follows:
Section 1. The Agreement is amended by adding the following Section 1, entitled
"Definitions," and by renumbering the successive sections of the Agreement
accordingly:
Section 1. Definitions.
City's Information Technology System. The City's entire electronic data, voice and
video system, including, but not limited to servers, workstations, monitors, printers,
switches, cabling, phone handsets, software, data, data storage and other devices and
software integrated into the Information Technology ("IT") System. The City's IT
System excludes, copiers, FAX devices and cellular phones.
Consultant's IT Professional Staff. Consultant's Professional IT Staff includes IT
professional staff members technically trained and proficient in the tasks of performing
services and support of the City's IT System and Consultant's Executive Director, Ted
Vegvari. Consultant's IT Professional Staff does not include adult volunteers and
student interns.
GIS Server. Upon completion of the upgrade of the GIS server, the dedicated GIS
Server, including the Windows 2000 Server operating system software and the ArcIMS
server software site license will enable City Hall network users and Consultant's IT
Professional Staff to access the GIS layers residing on the server using Microsoft
("MS") browser software.
GIS Layers. All of the City's existing GIS layer maps, including the parcel shape files,
parcel data, the boundary map of the City, aerial maps, contour maps, parcel zoning
maps, street maps, street centerline maps, hazard mitigation plan maps and all other
GIS Layers subsequently developed and installed onto the GIS Server.
GIS Desktop Software. A concurrent, multi-user ArcView site license, the ARCINFO
floating license and one ArcEditor license and other necessary software to enable City
Hall users and Consultant's IT Professional Staff to make modifications and updates of
GIS Data Layers, develop customized GIS Data Layer files for project use and
presentations at public meetings and view GIS Data Layers using City Hall
workstations.
GIS Services. The performance of all GIS services described in this Agreement,
or as modified hereafter in accordance with this Agreement, including, but limited to
implementation of Phase 2 of the GIS System, maintenance of the GIS System,
providing ongoing user training and support services and the development and revision
of GIS Layers.
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Section 2. Section 1 of the Agreement, entitled "Engagement and Performance of
GIS Services" is hereby amended to add the following provisions:
Engagement and Performance of GIS Services.
The City hereby engages Consultant and the Consultant hereby accepts such
engagement to perform GIS Services as follows:
A Implementation of Phase 2 of the GIS System. Consultant shall perform the
implementation of the GIS System, including, but not limited to, the upgrade of the
GIS Server, installation of the ESRI ArcIMS server-based software to enable access
to the GIS Server by City Hall staff users and Consultant's IT Professional Staff,
installation of GIS Layers, installation of GIS Desktop Software and to provide initial
training, support and consulting services regarding the GIS System.
B Maintenance of GIS System. Consultant shall maintain the GIS System, including
ant future upgrades of the GIS Server, GIS Desktop Software and GIS Layers.
Maintenance services, shall include, but not be limited to:
1) GIS Server. "Normal GIS Server Maintenance" shall include, but not be limited
to, daily and weekly back-up of the operating system and GIS Layer files,
periodic review of log files and server performance, checking the event and
server logs for indications of problems, changing security rights, modifying
service parameters, verifying hard drive space availability and routine
troubleshooting as necessary. Normal GIS Server Maintenance does not include
upgrades of the operating system (i.e. installation of service packs), hardware
and ESRI ArcIMS server software (i.e. new versions of server software).
Consultant shall perform upgrades of operating system, hardware and new
versions of ESRI ArcIMS server software as directed by the City in accordance
with a plan and fee as mutually agreed to by City and Consultant.
2) GIS Desktop Software. "Normal GIS Desktop Software Maintenance" shall
include, but not be limited to necessary, routine troubleshooting of all GIS
Desktop Software to enable City Hall users and Consultant's IT Professional
Staff with normal functional use of the GIS System. Normal GIS Desktop
Software Maintenance does not include the installation of necessary upgrades of
ESRI ArcView, ArcEditor and ArcINFO software (i.e. new versions and service
packs of software). Consultant shall perform upgrades of GIS Desktop Software
and hardware as directed by the City in accordance with a plan and fee as
mutually agreed to by City and Consultant.
3) GIS Layers. "Normal GIS Layer Maintenance" shall include, but not be limited
to, periodic data back-up, periodic verification of data integrity, installation and
838951-1 3
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configuration of new GIS Layers and necessary routine troubleshooting to enable
City Hall users normal functional use of the GIS System. Normal GIS Layers
Maintenance does not include the development and/or significant revisions of
GIS Layers.
C. Ongoing User Training and Support Services. Consultant shall provide
necessary ongoing user training and support services as requested by the City.
Ongoing user training support services shall be performed by Consultant's IT
Professional Staff, or a qualified GIS System technician under the direction of
the Consultant. Consultant will respond to requests for emergency support
within four (4) business hours following receipt of the request and non-
emergency support by 7:30 a.m. the second day following receipt of the request.
Both the City's Director of Finance and Information Technology, or respective
designee, and the Consultant shall mutually agree whether or not a request for
training and support is deemed an emergency.
D. Development and Revision of GIS Layers. Consultant shall develop, modify
and/or revise City's GIS Layers in accordance with a price, terms, specifications
and the completion date as agreed to between Consultant and City, in writing.
Section 3. Section 2 of the Agreement, entitled "Fees," is hereby amended to read as
follows:
Section 2. Fees.
The City shall pay fees to Consultant for services rendered in accordance with the
amounts and the hourly rates as follows:
A. Fees. Services performed in accordance with this First Addendum shall
be charged at a rate of$55 per hour when provided by Ted Vegvari and $40 per
hour when provided by all other members of Consultant's Professional IT Staff.
Services provided by adult volunteers and/or student interns shall be at no
charge.
B. Fees For Maintenance and Support of City's IT System. Services performed
for the maintenance and support of City's IT System shall be charged at a rate of
$55 per hour when provided by Consultant's Project Manager, Ted Vegvari and
$40 per hour when provided by Consultant's Professional IT Staff. Services
provided by adult volunteers and/or student interns shall be at no charge.
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Section 4. Paragraphs (b)(1) and (b)(2) of Section 4 of the Agreement, entitled
"Indemnification and Insurance," are hereby amended to read as follows:
"b. (1.)General Liability Insurance. Consultant shall at all times during the term
of the Agreement carry, maintain, and keep in full force and effect, a policy or policies
of Comprehensive General Liability Insurance, with minimum limits of One Million
($1,000,000.00) Dollars for each occurrence and in the aggregate, combined single
limit, against any personal injury, death, loss or damage resulting from the wrongful or
negligent acts by Consultant. Said policy or policies shall be issued by an insurer
admitted to do business in the state of California and rated in Best's Insurance Guide
with a rating of A or better.
"b. (2.)Worker's Compensation Insurance. Consultant agrees to maintain in
force at all times during the performance of work under this Agreement worker's
compensation insurance as required by the law. Said policy or policies shall be issued
by an insurer admitted to do business in the state of California and rated in Best's
Insurance Guide with a rating of A or better. Consultant shall require any subcontractor
similarly to provide such compensation insurance for their respective employees."
Section 5. Paragraph (a) of Section 5 of the Agreement is hereby amended to read
as follows:
The initial term of this Agreement commenced on September 2, 1998, and continued
until June 30, 1998. The Agreement shall be automatically renewed for successive
one-year periods upon the expiration of each term, unless either party hereto has given
the other party at least ninety days prior written notice to the other party that the
Agreement shall not be renewed upon expiration of the then-current term.
Notwithstanding the foregoing, either party shall have the right to terminate this
Agreement upon no less than ninety das prior written notice to the other party before
the effective date of such termination.
Section 6. Except as expressly amended by this First Addendum, all of the provisions
of the Agreement shall remain in full force and effect and, together with the exhibits
attached hereto (if any), constitutes the entire agreement between City and Consultant
relating to the subject matter hereof and supersedes all prior, written or oral
negotiations, representations and agreements.
The parties hereto have executed and delivered this First Addendum as of the
date first written herein above.
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CITY OF RANCHO PALOS VERDES,
a municipal corporation
By:
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Attest by:
Name: Car ynn Petru,
Its: City Clerk and Assistant City Manager
PALOS VERDES ON THE NET COMPUTER
TECHNOLOGY CENTER,
a California nonprofit public benefit corporation
By:
Name: Ted Vegvari
Its: Executive Director
By:
Name:
Its:
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CITY OF RANCHO PALOS VERDES,
a municipal corporation
By:
Name: Larry Clark
Its: Mayor
Attest by:
Name: Carolynn Petru,
Its: City Clerk and Assistant City Manager
PALOS VERDES ON THE NET COMPUTER
TECHNOLOGY CENTER,
a California nonprofit public benefit corporation
By:
Name: Te egvari
Its: Executive Director
By: 7g6vatata eta-a-4-e.
Name:
Its: s&C'Kap.?
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Computer Network Services Agreement
This agreement, dated September 2, 1998, is entered into by and between the
City of Rancho Palos Verdes, a municipal corporation (the "City"), and Palos Verdes on
the NET, Computer Technology Center, a California nonprofit public benefit corporation
("Consultant") as follows:
RECITALS:
A. The City operates erates a computer network (the "Network"), including (1) a primary file server, (2) several other servers used for email, remote access at park facilities, and fax
operations, and (3) approximately fifty-five computer workstations connected to the
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primary file sever;
B. The City requires the services of a consultant to perform the upgrade of the
Network (the "Network Upgrade"), including the installation of new computer
workstations with application software (the "Workstations"), replacement of the primary
server (the "Primary Server"), the possible installation of a secondary server to operate
the Planning and Public Works application software currently under consideration (the
"Secondary Server")
and installation of related equipment and software, training and
support;
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C. The City invited proposals for the acquisition of approximately fifty Workstations
in accordance with a Request For Proposal (the "RFP"), dated August 4, 1998. The
RFP included minimum specifications for the Workstations, requirements for insurance
and indemnification to be provided the City by the Consultant and a description of the
current and future network configuration;
D. The Consultant submitted a "Proposal", dated August 18, 1998, attached hereto
as Exhibit A, to sell approximately fifty Workstations, to provide consulting and design
services for the Network Upgrade, to install the Workstations, transfer existing data and
software to the new Server and Workstations, provide staff training and perform support
services and administration of the Network in accordance with the specifications
described in the RFP;
E. At a City Council meeting on September 1, 1998, the City awarded the Network
Upgrade to the Consultant in accordance with the provisions of the Consultants'
Proposal;
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AGREEMENT:
NOW, THEREFORE, in mutual consideration of the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereby agree as follows:
Section 1. Engagement and Performance of Service.
The City hereby engages Consultant and Consultant hereby accepts such engagement
to perform the Network Upgrade consistent with its Proposal as follows:
a. Review of the Network and Upgrade Design Recommendation. The Consultant
will perform a review of the existing Network, review the City's pending acquisition of
financial, planning, public works and recreation software and recommend a Network
Upgrade design. The Network Upgrade design will include, but not be limited to a
recommendation of (1) a new Primary Server with related equipment and software; (2)
the upgrade of network cabling and new cabling required for new Workstation locations;
(3) the upgrade of Workstation and printer hub connections; (4) the upgrade of servers
for email, remote access at park facilities and fax operations; (5) the upgrade and
acquisition of application software to run on the Windows NT operating system chosen
by the City; (6) the possible acquisition of a Secondary Server to run the planning and
public works application software and (7) any other changes to the City's Network the
Consultant deems necessary, subject to the approval by the City.
b. Performing the Network Upgrade. Upon approval of a Network Upgrade design
by the City, Consultant will perform the Network Upgrade as described in a. (1) through
a. (7) above. Both the City and the Consultant will agree to the time line, or any
revision thereof, by which the Consultant will perform the Network Upgrade.
c. Primary Server. Upon approval of the Network Upgrade design by the City,
Consultant will sell to the City and install a new Primary Server and necessary related
equipment and software. Manufacturers standard service, support and warranties shall
be provided to the City.
d. Cabling, Hub Connections and Other Equipment and Software. Upon approval
of the Network Upgrade design by the City, Consultant will perform, or supervise
services provided by independent contractors, the installation of upgraded network
cabling and new cabling required for new Workstation locations, the upgrade of
Workstation and printer hub connections, the upgrade of servers for email, remote
access at park facilities and fax operations, the upgrade and acquisition of any
application software to run on the Windows NT operating system approved by the City
and any other changes the Consultant deems necessary which are approved by the
City. Manufacturers standard support and warranties shall be provided the City.
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e. Workstations. Consultant will sell to the City and install approximately fifty
Workstations with the components and application software as described in their it's
Proposal, dated August 18, 1998, attached hereto and made a part of this Agreement.
Subsequent to submitting their Proposal, Consultant has provided the City with a
revised schedule and the City's cost of the Workstations, attached hereto as Exhibit B.
The revised schedule includes cost reductions, resulting in a revised total cost of
$1,109.00 per Workstation, sales tax excluded. Any further reductions of the cost of
any of the Workstation components secured by the Consultant will be entirely passed
onto the City. Manufacturers standard service, support and warranties shall be
provided to the City.
f. Secondary Server. Upon approval of the Network Upgrade design by the City
and the City Council's approval of the pending acquisition of planning and public works
application software, upon request by the City, Consultant will sell to the City and install
a new Secondary Server and necessary related equipment and software.
Manufacturers standard service, support and warranties shall be provided to the City.
g. Orientation. Consultant will conduct user orientations for City staff that will
enable them to operate the new Workstations and applications thereon, including, but
not limited to, email software, Windows NT Explorer and Word for Windows. The user
orientation shall be conducted in two, two-hour sessions prior to the installation of the
Workstations. Upon the request of City staff, the Consultant will provide a fifteen-
minute user orientation the morning after the Workstation is installed. The orientations
shall occur both at the City's offices and at the Consultant's Computer Technology
Center. The time, manner, content and frequency of the orientations shall be
determined by the mutual agreement of the parties.
h. Ongoing Training. The City, with the assistance of the Consultant, will set up a
workstation(s) and audio-video device(s) for computer based training by City staff to
improve skills for selected software applications. The Consultant will recommend an
audio-video training series, including without limitation Windows NT Explorer (file
management), MS Word, MS Excel, MS Access and MS Power Point. The City will be
responsible for determining the time, manner, content and frequency of the training.
Ongoing User Support Services. Consultant shall provide ongoing user support
services as needed and requested by the City. Consultant shall have access to City
Hall and remote computer network sites twenty-four (24) hours a day for the purpose of
performing support services. Such services shall be deemed to include routine, non-
emergency and preventative maintenance of the Network by Consultant performed
approximately four times per month and as requested by the City. Ongoing user
support services shall be performed by a qualified network technician and shall include,
but not be limited to, checking the event and server logs for indications of problems,
changing security rights, modifying service parameters, answering inquiries and solving
problems as communicated by the City's designated Consultant liaison and confirming
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that tape backups are being performed correctly.
Consultant will respond to requests for emergency support within four (4) business
hours following receipt of the request and non-emergency support by 7:30 a.m. the
second day following receipt of the request. The term "Emergency" means the server is
down and has failed or upon request by when the City to perform when the Consultant
performs services after 6:00 p.m. or before 8:00 a.m. the same day services are
requested by the City. Emergency notification shall be given by telephone and, if
available, by pager at the pager number provided by Consultant to the City.
In the event the Consultant plans a holiday, vacation or medical leave, the Consultant
will arrange a substitute prior to beginning the leave, satisfactory to the City, to perform
ongoing user support as described herein. The City will directly pay the substitute for
ongoing user support services in accordance with the terms of the Agreement, except
the fee rate shall be agreed upon between the City and the substitute Consultant prior
performing services.
j. Y2K Review. During the term of this Agreement, upon request by the City, the
Consultant will perform a Y2K review of the Network in accordance with all industry
standards and all the requirements of all agencies regulating such a review of the City's
Network. Upon completion of the review, upon request, the Consultant shall provide a
report directly to the City describing any and all Y2K deficiencies detected, what steps
will be required to meet Y2K compliance and an estimate of the cost to do so.
Section 2. Fees.
The City shall pay fees to Consultant for services rendered in accordance with the
amounts and the hourly rates as follows:
a. Fees For Review of the Network and Upgrade Design Recommendation.
Services performed in accordance with Section 1.a. of this Agreement, under the
heading Review of the Network and Upgrade Design Recommendation, shall be
charged at a rate of$55 per hour when provided by Consultant's Project Manager or
Project Lead Adult Intern. Services provided by interns shall be at no charge.
b. Fees For Installation of Primary Server. Services performed in accordance with
Section 1.c. of this Agreement, under the heading Primary Server, shall be charged at a
rate of$55 per hour, not to exceed $3,300 (60 hours @ $55 per hour) when provided
by the Consultant. Any services performed in addition to the provisions of Section 1.c.
(i.e. building the Primary Server), must be approved by the City in writing, such approval
which shall not be unreasonably withheld and shall be charged at a rate of$55 per
hour. Services provided by interns shall be at no charge.
c. Fees For Services Regarding Cabling, Hub Connections and Other Equipment
and Software. Services performed in accordance with Section 1.d. of this Agreement,
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under the heading Cabling, Hub Connections and Other Equipment and Software, if to
be provided by the Consultant, or any independent contractor working under the
supervision of the Consultant, must be pre-approved by the City in writing, such
approval which shall not be unreasonably withheld. Services performed by the
Consultant in accordance with Section 1.d. of this Agreement shall be charged at a rate
of$55 per hour. Services provided by an independent contractor working under the
supervision of the Consultant shall be charged at a rate agreed to by the City based
upon a written quotation provided prior to the commencement of services by the
independent contractor. Services provided by interns shall be at no charge.
d. Fees For Installation of Workstations. Services performed in accordance with
Section 1.e. of this Agreement, under the heading Workstations, shall be provided by
the Consultant at a rate of$55 per hour, not to exceed $5,500 (100 hours @ $55 per
hour). Any services performed in addition to the provisions of Section 1.e., must be
pre-approved by the City in writing, such approval which shall not be unreasonably
withheld and shall be charged at a rate of$55 per hour. Services provided by interns
shall be at no charge.
e. Fees For Installation of Secondary Server. Services performed in accordance
with Section 1.f. of this Agreement, under the heading Secondary Server, shall require
pre-approval by the City in writing, such approval which shall not be unreasonably
withheld and shall be charged at a rate of$55 per hour. Services provided by interns
shall be at no charge.
f. Orientation. Services performed in accordance with Section 1.g. of this
Agreement, under the heading Orientation, shall be provided by the Consultant at no
additional charge.
g. Fees For Ongoing Training. Services performed in accordance with Section 1.h.
of this Agreement, under the heading Ongoing Training, shall require pre-approval by
the City in writing, such approval which shall not be unreasonably withheld and shall be
charged at a rate of $55 per hour. Services provided by interns shall be at no charge.
h. Fees For Ongoing User Support Services. Non-emergency preventative
maintenance of the Network in accordance with Section 1.i. of this Agreement shall be
charged at a rate of$55 per hour. Emergency services performed shall be charged at
a rate of$135 per hour. Services provided by interns shall be at no charge.
I. Fees For Y2K Services. Services performed in accordance with Section 1.j. of
this Agreement, under the heading Y2K Review, shall require pre-approval by the City
in writing, such approval which shall not be unreasonably withheld and shall be charged
at a rate of$55 per hour. Services provided by interns shall be at no charge.
Section 3. Payment.
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The City shall pay the Consultant for hardware, software and services invoiced by the
Consultant in accordance with Section 2. of this Agreement as follows:
a. Payment For Hardware and Software. (1.) Provided that the specifications for
hardware and software invoiced by the Consultant for the City's purchase of the
Primary Server, any Cabling, Hub Connections and Other Equipment and Software,
Workstations and the Secondary Server, as described in Sections 1.c.,1.d.,1.e., and 1.f.
of this Agreement conform to the specifications previously approved by the City, and
the costs are less than or equal to the amounts previously approved by the City, the
City shall approve the invoice for payment and notify Consultant of such decision within
two (2) working days after the City's receipt of such invoice; (2.) In the event of
approval of such invoice, the City shall remit a check payable to Consultant the
succeeding business day for the full amount attributable to hardware and software set
forth in such invoice; (3.) In the event of disapproval of the specifications for hardware
and software presented in such invoice, Consultant, to the extent possible, shall make
the modifications requested by the City and resubmit its invoice to the City for approval,
which approval shall not be unreasonably withheld. Time is of the essence in
connection with this section of the Agreement; and (4.) Consultant shall use such funds
to purchase the approved hardware and software for the City only, and the City shall be
the legal and beneficial owner thereof for all purposes, including without limitation
manufacturers' warranties.
b. Payment For Services Rendered. (1.) Following the commencement of services
in accordance with Section 2. of this Agreement, the Consultant may furnish the City,
from time to time but in no event more frequently than weekly, with an invoice for
services rendered for Review of the Network and Upgrade Design Recommendation,
installation of the Primary Server, services regarding Cabling, Hub Connections and
Other Equipment and Software, installation of Workstations, the possible installation of
Secondary Server, On-Going Training, On-Going User Support Services and the
possible Y2K Review as described in Sections 1.a., 1.c., 1.d.,1.e.,1.f.,1.h., 1.i. and 1. j.
of this Agreement and any other services approved by the City; (2.) Each invoice shall
itemize the amounts due and payable and detailed descriptions of the services
rendered, together with the time spent and hourly rates; (3.) The City shall make a
good faith effort to include the undisputed amount of each invoice in the warrant
register for approval by the City Council at its next regular meeting. Whenever
possible, The City shall remit to Consultant the undisputed amount of each invoice by
check forwarded to Consultant's address set forth in Section 7.j. of this Agreement,
within thirty (30) days of the invoice date.
c. Advance Payment For 50% Fees For Installation Services. Notwithstanding the
provisions of 3.b. above, in the event the provisions of 3.a. through 3.c. are satisfied by
both the City and the Consultant, the City shall advance fifty (50%) percent of the
estimated fees for services in accordance with the provisions of 3. a. (2.) above. The
City shall offset the advances against any unpaid invoice issued to the City by the
Consultant in accordance with the provisions of 3. b. above.
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Section 4. Indemnification and Insurance.
a. Consultant will defend, indemnify and hold harmless City, its Boards and its
officers, employees and agents (collectively "City"), against any claim, loss or liability
that arises because of the sole or primary negligence or willful misconduct of
Consultant, its agents, officers, directors or employees, in performing any of the
services under this Agreement.
b. (1.) General Liability Insurance. Consultant shall at all times during the term of the
Agreement carry, maintain, and keep in full force and effect, a policy or policies of
Comprehensive General Liability Insurance, with minimum limits of One Million
($1,000,000.00) Dollars for each occurrence and in the aggregate, combined single
limit, against any personal injury, death, loss or damage resulting from the wrongful or
negligent acts by Consultant. Said policy or policies shall be issued by an insurer
admitted to do business in the state of California and rated in Best's Insurance Guide
with a rating of B+ or better.
b. (2.) Worker's Compensation Insurance. Consultant agrees to maintain in force at all
times during the performance of work under this Agreement worker's compensation
insurance as required by the law. Said policy or policies shall be issued by an insurer
admitted to do business in the state of California and rated in Best's Insurance Guide
with a rating of B+ or better. Consultant shall require any subcontractor similarly to
provide such compensation insurance for their respective employees.
b. (3.) Notice of Cancellation of Insurance. All insurance policies shall provide that the
insurance coverage shall not be canceled by the insurance carrier without thirty (30)
days prior written notice to City. Consultant agrees that it will not cancel or reduce said
insurance coverage.
Consultant agrees that if it does not keep the aforesaid insurance in full force and
effect, City may either immediately terminate this Agreement or, if insurance is available
at a reasonable cost, City may take out the necessary insurance and pay, at
Consultant's expense, the premium thereon.
b. (4.) Certificate of Insurance. At all times during the term of this Agreement,
Consultant shall maintain on file with the City Clerk a certificates of insurance showing
that the aforesaid policies are in effect in the required amounts. The policies shall
contain endorsements naming the City, its officers, agents and employees as additional
insured.
b. (5.) Primary Coverage. The insurance provided by Consultant shall be primary to
any coverage available to City. The insurance policies (other than workers'
compensation) shall include provisions for waiver of subrogation.
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Section 5. Term.
a. The initial term of this Agreement shall commence on September 2, 1998 and
continue until June 30,1998. The Agreement shall be automatically renewed for
successive one-year periods upon the expiration of each term, unless either party
hereto has given at least 30 90 days prior written notice to the other party that the
Agreement shall not be renewed upon the expiration of the then-current term.
Notwithstanding the foregoing, either party shall have the right to terminate this
Agreement upon no less than 30 days' prior written notice to the other party before the
effective date of such termination.
b. Consultant may provide the City with written notice of a proposed increase of the
per hour fee rate, provided such notice is given at least 90 days prior to the end of the
term of the Agreement. In the event the Consultant provides such notice of a proposed
fee rate increase, the City shall provide written notice on or before 15 days after the
date of Consultant's notice of the proposed fee increase of: (1) the City's acceptance or
rejection of the proposed fee rate; or (2) notice of termination of the Agreement at the
end of the term. In the event the City provides notice of rejection of the proposed fee
rate and if Consultant and the City are unable to reach an agreement of the increase of
the fee rate for the succeeding term, on or before 15 days after the date of the City's
rejection of the proposed increase of the fee rate, the Agreement will terminate at the
end of the term. In the event the City does not provide timely notice of rejection of the
proposed fee rate or notice of termination of the Agreement, the proposed increase of
the fee rate shall become effective on the first day of the succeeding term.
c. Upon expiration or termination of this Agreement, the City shall remit any and all
undisputed amounts due and owing to Consultant hereunder within 30 days of receipt
of an itemized invoice from Consultant for such amounts.
Section 6. Representations and Warranties.
a. Consultant hereby represents and warrants to the City that it is a nonprofit public
benefit corporation duly organized, validly existing and in good standing under the laws
of the State of California and the United States and has all requisite corporate power,
authority and financial resources to carry on its business as now conducted and as
proposed to be conducted.
b. The City and Consultant each represent and warrant for and on behalf of itself
that: (I) all necessary action for the authorization, ratification, execution and delivery of
this Agreement on its behalf, and the performance of all of its respective obligations
hereunder, has been taken and (ii) this Agreement constitutes the valid and legally
binding obligation of the City or Consultant, as the case may be, enforceable against it
in accordance with the terms hereof, except as such enforcement may be limited by
applicable bankruptcy laws or other similar laws affecting editors; rights generally and
except insofar as the availability of equitable remedies may be limited by applicable law.
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c. Consultant warrants that upon completion of the Network Upgrade, the Network
will function as contemplated by the RFP and Consultant's design, provided, however,
that Consultant shall not be responsible for any defects in material or workmanship with
respect to the hardware, software or other parts installed in the Network pursuant to this
Agreement or for any failure or defect in the Network that is attributable to the work or
acts of any third party, except any independent contractor performing services under
the supervision of the Consultant. Additionally, Consultant shall not be responsible for
the selection, approval, installation, or failure to perform, of any special application
software (i.e. accounting software and permit tracking software) acquired before or
subsequent to the date of this Agreement. All manufacturers' warranties with respect to
such hardware, software and other parts shall be in effect at the time of installation and
shall run in favor of and to the benefit of the City. During the course of the Network
Upgrade, or any subsequent installation of hardware or software by Consultant, if there
is an incompatible component in connection with any installation, Consultant shall find a
suitable alternative product to be used as a replacement.
d. During and after the completion of the Network Upgrade, Consultant shall
perform all appropriate tests of hardware and software in accordance with industry
standards. Upon completion of the Network Upgrade, Consultant warrants that the
Network will operate satisfactorily, including, but not limited to the following:
(1.) The Primary Server is operational;
(2.) The Workstations are operational;
(3.) All printers are operational;
(4.) Each Workstation can print to an individually designated printer;
(5.) All software has been installed and is operational;
(6.) Each Workstation has access to designated shared hard drives; and
(7.) The Secondary Server, if installed, is operational;
(8.) All related Network hardware and software installed by the Consultant is
operational, including email, remote access to park facilities and fax operations;
(9.) All Network Cabling and new cabling required for new Workstation locations and
Hub Connections are operational;
(10.) The tape back up system has been tested and is operational; and
(11.) To the best of Consultant's knowledge, all hardware and equipment is Y2K
compliant;
e. With respect to any installation by Consultant of hardware or software
subsequent to the completion of the Network Upgrade, Consultant shall perform an
appropriate installation check to ensure the proper operation and performance of the
hardware or software installed. Consultant warrants that the installation thereof shall
have be properly performed and that such hardware or software will be operational.
f. Any malfunction of the Network Upgrade or subsequently installed hardware or
software discovered within 30 business days of any completion of installation which is a
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result of the installation process shall be repaired at no charge to the City. Consultant
does not guarantee the performance of the Network with any hardware or software
installed after completion of the Network Upgrade or other installation performed by
Consultant, unless Consultant shall have performed or caused to be performed such
subsequent installation of hardware or software.
g. As used herein, the term "Completion Date" shall mean the date upon which the
City approves in writing the installation of the Network Upgrade or other equipment
following a successful installation check, in writing, such approval which shall not be
unreasonably withheld.
Section 7. Miscellaneous.
a. Third-Party Consulting Services. Consultant agrees and acknowledges that the
City may engage or contract with other individuals or firms to render computer
consulting services in conjunction with or independently from Consultant as the needs
of the City, as determined by the City, may require. Such engagement or contracting
shall in no way be deemed to affect or constitute a waiver by the City of any of the
Consultant's obligations to the City hereunder. Consultant shall in no way be
responsible for any equipment that has been worked on, or altered or affected by any
other individuals or firms engaged or contracted by the City independently or separately
from Consultant.
b. Relationship of Parties. Consultant shall at all times during the performance of
its services hereunder be an independent contractor, maintaining sole and exclusive
control over its business and operations. At no time will either Consultant or the City
hold itself out to be the agent, employee, lessee, sublessee, partner or joint venturer of
the other. Neither Consultant nor the City shall have the express or implied right or
authority to assume or create any obligation on behalf or in the name of the other party
or to bind the other party with respect to any contract, agreement or undertaking with
any third party. Consultant shall be responsible for paying when due all income and
other taxes, including without limitation estimated taxes, penalties and interest, arising
from or incurred in connection with the fees and other compensation paid to Consultant
hereunder. Consultant shall indemnify, hold harmless and defend the City and its
officers, officials, employees and agents from and against all claims, damages, losses
and expenses, including attorneys' fees, arising out of the performance of the work
described herein by Consultant, anyone directly or indirectly employed by Consultant or
anyone for whose acts Consultant may be liable, except where caused by the active
negligence, sole negligence or willful misconduct of the City. Notwithstanding the
preceding sentence, Consultant shall not be responsible for any losses incurred by the
City in connection with any delay or failure of the Network.
c. Ownership of Documents and Work Product. All plans, specifications, reports
and other design documents prepared by Consultant pursuant to this Agreement are
instruments of service which shall be deemed the property of the City. City
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acknowledges and agrees that all plans, specifications, reports and other design
documents prepared by Consultant pursuant to this Agreement shall be used
exclusively on this Project and shall not be used for any other work without the written
consent of Consultant. In the event City and Consultant permit the reuse or other use
of the plans, specifications, reports or other design documents, City shall require the
party using them to indemnify and hold harmless City and Consultant regarding such
reuse or other use, and City shall require the party using them to eliminate any and all
references to Consultant from the plans, specifications, reports and other design
documents. If a document is prepared by Consultant on a computer, Consultant shall
prepare such document in a MS Word format; in addition, Consultant shall provide City
with said document both in a printed format and on diskette. Email messages and
incidental correspondences are excluded from the preceding requirement.
d. Fair Employment Practices/Equal Opportunity Acts. In the performance of this
Agreement, Consultant shall comply with all applicable provisions of the California Fair
Employment Practices Act (California Government Code Sections 12940-48) and the
applicable equal employment provisions of the Civil Rights Act of 1964 (42 U.S.C.
200e-217), and the Americans with Disabilities Act of 1992 (42 U.S.C. § 11200, et
seq.).
e. Entire Agreement. This Agreement, together with the exhibits attached hereto,
constitutes the entire agreement between the parties relating to the subject matter
hereof and supersedes all prior, written or oral negotiations, representations and
agreements. No amendment of this Agreement shall be binding on either party unless
it is in writing and signed by both parties.
f. Severability. The provisions of this Agreement are severable and, if one or more
provisions are determined to be illegal or otherwise unenforceable, in whole or in part,
by any court of competent jurisdiction, the remaining provisions or portions of this
Agreement shall nevertheless be binding on and enforceable by and between the
parties hereto.
g
Assignment. This Agreement and its obligations hereunder may not be assigned
by either the City or Consultant without the prior written consent of the other party. This
Agreement shall inure to the benefit of and be binding upon the successors and assigns
of the parties hereto.
h. Governing Law. The rights and obligations of the parties to this Agreement shall
be governed by and construed in accordance with the laws of the State of California
without regard to principles governing conflicts laws.
i. Headings. Section headings herein are for convenience of reference only and
shall not be considered in the interpretation of this Agreement.
j. Notices. All notices required or permitted to be given hereunder shall be in
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writing and shall be deemed given, (I) if delivered personally or by overnight courier or
messenger, upon delivery, (ii) if sent by registered or certified mail, postage prepaid and
return receipt requested, upon the earlier of actual delivery or three days after being
deposited in the U.S. mail, and (iii) if sent by facsimile, upon confirmation of
transmission by facsimile, in each case to the party to be given notice at its respective
address or facsimile number, as the case may be, indicated below:
If to the City: City of Rancho Palos Verdes
30940 Hawthorne Boulevard
Rancho Palos Verdes, CA 90275
Attention: City Manager
Fax No.: (310) 377-4155
If to Consultant: Palos Verdes on the NET
Computer Technology Center
30940 Hawthorne Boulevard
Rancho Palos Verdes, CA 90275
Attention: Mr. Ted Vegvari
Telephone No.: (310) 541-7992
Fax No.: (310) 541-8992
k. Attorneys' Fees. If any action at law or in equity is brought to enforce the terms
of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees
and costs actually incurred by it, in addition to any other relief to which it may be
entitled.
I. Dispute Resolution. In the event of a dispute arising under this Agreement, the
parties shall enter into immediate good-faith discussions and shall use their best efforts
to resolve such differences promptly. In the event the parties are unable to reach a
satisfactory resolution of such dispute within fifteen days, the parties may agree to
submit to arbitration in accordance with the rules of the American Arbitration
Association shall submit the dispute to mediation prior to institution of any legal action.
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•. . .
Thep arties hereto have executed and delivered this Computer Network Services
Agreement as of the date first written hereinabove.
CITY OF RANCHO PALOS VERDES,
a municipal corporation
Name: Jo cTaggart
Its: Mayo
PALOS VERDES ON THE NET COMPUTER TECHNOLOGY CENTER,
a California non• fit public benefit corporation
011°
By:
Name: "T":-: : vara
Its: Executive Director
n:finance\network\0798purch\pvnagr_final.wpd
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