HomeMy WebLinkAboutC-2745CITY OF ARCADIA
PROFESSIONAL SERVICES AGREEMENT REGARDING
INFORMATION TECHNOLOGY MANAGEMENT SERVICES
1. PARTIES AND DATE.
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This Agreement is made and entered into this Wday of��'�°� 2012 by and
between the City of Arcadia, a charter city organized under the Constitution and laws of
the State of California with its principal place of business at 240 West Huntington Drive,
Arcadia, California 91007 ( "City ") and Knight Communications, a California corporation
with its principal place of business at 427 Yale Avenue, Suite 201, Claremont, California
91711 ( "Consultant "). City and Consultant are sometimes individually referred to as
"Party" and collectively as "Parties."
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of
certain professional services required by the City on the terms and conditions set forth
in this Agreement. Consultant represents that it is experienced in providing Information
Technology Management services to public clients, is licensed in the State of California,
and is familiar with the plans of City.
2.2 Project.
City desires to engage Consultant to render such services for the Information
Technology Management Services project ( "Project ") as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Consultant promises and agrees to
furnish to the City all labor, materials, tools, equipment, services, and incidental and
customary work necessary to fully and adequately supply the professional Information
Technology Management consulting services necessary for the Project ( "Services ").
The Services are more particularly described in Exhibit "A" attached hereto and
incorporated herein by reference. All Services shall be subject to, and performed in
accordance with, this Agreement, the exhibits attached hereto and incorporated herein
by reference, and all applicable local, state and federal laws, rules and regulations.
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3.1.2 Term. The term of this Agreement shall be from September 1,
2012 through August 31, 2015 with the option to renew on a year -by -year basis for a
maximum of three (3) additional one -year periods through August 31, 2018, unless
earlier terminated as provided herein. Consultant shall complete the Services within the
term of this Agreement, and shall meet any other established schedules and deadlines.
3.2 Responsibilities of Consultant.
3.2.1 Control and Payment of Subordinates: Independent Contractor.
The Services shall be performed by Consultant or under its supervision. Consultant will
determine the means, methods and details of performing the Services subject to the
requirements of this Agreement. City retains Consultant on an independent contractor
basis and not as an employee. Consultant retains the right to perform similar or
different services for others during the term of this Agreement. Any additional personnel
performing the Services under this Agreement on behalf of Consultant shall also not be
employees of City and shall at all times be under Consultant's exclusive direction and
control. Consultant shall pay all wages, salaries, and other amounts due such
personnel in connection with their performance of Services under this Agreement and
as required by law. Consultant shall be responsible for all reports and obligations
respecting such additional personnel, including, but not limited to: social security taxes,
income tax withholding, unemployment insurance, disability insurance, and workers'
compensation insurance.
3.2.2 Schedule of Services. Consultant shall perform the Services
expeditiously, within the term of this Agreement, and in accordance with the Schedule of
Services set forth in Exhibit "B" attached hereto and incorporated herein by reference.
Consultant represents that it has the professional and technical personnel required to
perform the Services in conformance with such conditions. In order to facilitate
Consultant's conformance with the Schedule, City shall respond to Consultant's
submittals in a timely manner. Upon request of City, Consultant shall provide a more
detailed schedule of anticipated performance to meet the Schedule of Services.
3.2.3 Conformance to Applicable Requirements. All work prepared by
Consultant shall be subject to the prior written approval of City.
3.2.4 Substitution of Key Personnel. Consultant has represented to City
that certain key personnel will perform and coordinate the Services under this
Agreement. Should one or more of such personnel become unavailable, Consultant
may substitute other personnel of at least equal competence upon prior written approval
of City. In the event that City and Consultant cannot agree as to the substitution of key
personnel, City shall be entitled to terminate this Agreement for cause. As discussed
below, any personnel who fail or refuse to perform the Services in a manner acceptable
to the City, or who are determined by the City to be uncooperative, incompetent, a
threat to the adequate or timely completion of the Project or a threat to the safety of
persons or property, shall be promptly removed from the Project by the Consultant at
the request of the City. The key personnel for performance of this Agreement are as
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follows: Paul Ramakrishnan, Chief Executive Officer, Knight Communications and Hue
Quach, Administrative Services Director, City of Arcadia.
3.2.5 City's Representative. The City hereby designates Hue Quach,
Administrative Services Director, or his or her designee, to act as its representative for
the performance of this Agreement ( "City's Representative "). City's Representative
shall have the power to act on behalf of the City for all purposes under this Contract.
Consultant shall not accept direction or orders from any person other than the City's
Representative or his or her designee.
3.2.6 Consultant's Representative. Consultant hereby designates Paul
Ramakrishnan, Chief Executive Officer, or his or her designee, to act as its
representative for the performance of this Agreement ( "Consultant's Representative ").
Consultant's Representative shall have full authority to represent and act on behalf of
the Consultant for all purposes under this Agreement. The Consultant's Representative
shall supervise and direct the Services, using his best skill and attention, and shall be
responsible for all means, methods, techniques, sequences and procedures and for the
satisfactory coordination of all portions of the Services under this Agreement.
3.2.7 Coordination of Services. Consultant agrees to work closely with
City staff in the performance of Services and shall be available to City's staff,
consultants and other staff at all reasonable times.
3.2.8 Standard of Care; Performance of Employees. Consultant shall
perform all Services under this Agreement in a skillful and competent manner,
consistent with the standards generally recognized as being employed by professionals
in the same discipline in the State of California. Consultant represents and maintains
that it is skilled in the professional calling necessary to perform the Services. Finally,
Consultant represents that it, its employees and subcontractors have all licenses,
permits, qualifications and approvals of whatever nature that are legally required to
perform the Services, including a City Business License, and that such licenses and
approvals shall be maintained throughout the term of this Agreement. As provided for in
the indemnification provisions of this Agreement, Consultant shall perform, at its own
cost and expense and without reimbursement from the City, any services necessary to
correct errors or omissions which are caused by the Consultant's failure to comply with
the standard of care provided for herein. Any employee of the Consultant or its sub -
consultants who is determined by the City to be uncooperative, incompetent, a threat to
the adequate or timely completion of the Project, a threat to the safety of persons or
property, or any employee who fails or refuses to perform the Services in a manner
acceptable to the City, shall be promptly removed from the Project by the Consultant
and shall not be re- employed to perform any of the Services or to work on the Project.
3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of
and in compliance with all local, state and federal laws, rules and regulations in any
manner affecting the performance of the Project or the Services, including all Cal /OSHA
requirements, and shall give all notices required by law. Consultant shall be liable for all
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violations of such laws and regulations in connection with Services. If the Consultant
performs any work knowing it to be contrary to such laws, rules and regulations and
without giving written notice to the City, Consultant shall be solely responsible for all
costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials,
directors, officers, employees and agents free and harmless, pursuant to the
indemnification provisions of this Agreement, from any claim or liability arising out of any
failure or alleged failure to comply with such laws, rules or regulations.
3.2.9.1 Immigration Reform and Control Act. Consultant
acknowledges that Consultant, and all subcontractors hired by Consultant to perform
services under this Agreement, are aware of and understand the Immigration Reform
and Control Act ( "IRCA "). Consultant is and shall remain in compliance with the IRCA
and shall ensure that any subcontractors hired by Consultant to perform services under
this Agreement are in compliance with the IRCA. In addition, Consultant agrees to
indemnify, defend and hold harmless the City, its agents, officers and employees, from
any liability, damages or causes of action arising out of or relating to any claims that
Consultant's employees, or the employees of any subcontractor hired by Consultant,
are not authorized to work in the United States for Consultant or its subcontractor and /or
any other claims based upon alleged IRCA violations committed by Consultant or
Consultant's subcontractor (s).
3.2.10 Insurance.
3.2.10.1 Time for Compliance. Consultant shall not
commence Work under this Agreement until it has provided evidence satisfactory to the
City that it has secured all insurance required under this section. In addition, Consultant
shall not allow any subcontractor to commence work on any subcontract until it has
provided evidence satisfactory to the City that the subcontractor has secured all
insurance required under this section; provided, however, that in lieu thereof, the
Consultant may provide evidence to the City that all subcontractors are additional
insured's under the Consultant's policies of insurance.
3.2.10.2 Minimum Requirements. Consultant shall, at its
expense, procure and maintain for the duration of the Agreement insurance against
claims for injuries to persons or damages to property which may arise from or in
connection with the performance of the Agreement by the Consultant, its agents,
representatives, employees, subcontractors and volunteers. Consultant shall also
name and obtain insurer's consent to naming City, its directors, officials, officers,
employees, agents and volunteers as an additional insured with proof of certificate of
insurance that they are an additional insured. Such insurance shall meet at least the
following minimum levels of coverage:
(A) Minimum Scope of Insurance. Coverage shall be
when commercially available (occurrence based) at least as broad as the latest version
of the following: (1) General Liability: Insurance Services Office Commercial General
Liability coverage for premises and operations, contractual liability, personal injury,
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bodily injury, independent contractors, broad form property damage, explosion,
collapse, and underground, products and completed operations; (2) Automobile Liability:
Insurance Services Office Business Auto coverage for any auto owned, leased, hired,
and borrowed by Consultant or for which Consultant is responsible; and (3) Workers'
Compensation and Employer's Liability: Workers' Compensation insurance as required
by the State of California and Employer's Liability Insurance.
City, its directors, officials, officers, employees, agents and volunteers shall be listed as
additional insured. Any deductibles or self- insured retentions must be declared to and
approved by City and conform to the requirements provided in Section 3.2.10.6 herein.
(B) Minimum Limits of Insurance. Consultant shall
maintain limits no less than: (1) General Liability: $1,000,000 combined single limit per
occurrence for bodily injury, personal injury and property damage, with an aggregate
limit of $1,000,000. If Commercial General Liability Insurance or other form with general
aggregate limit is used, either the general aggregate limit shall apply separately to this
Agreement /location or the general aggregate limit shall be twice the required
occurrence limit; (2) Automobile Liability: $1,000,000 combined single limit per accident
for bodily injury and property damage; and (3) Workers' Compensation and Employer's
Liability: Workers' Compensation limits as required by the Labor Code of the State of
California. Employer's Liability limits of $1,000,000 per accident for bodily injury or
disease.
3.2.10.3 Professional Liability. Consultant shall procure and
maintain, and require its sub - consultants to procure and maintain, for a period of three
(3) years following completion of the Project, errors and omissions liability insurance
appropriate to their profession. Such insurance shall be in an amount not less than
$1,000,000 per claim, and shall be endorsed to include contractual liability.
3.2.10.4 Insurance Endorsements. The insurance policies
shall contain the following provisions, or Consultant shall provide endorsements on
forms supplied or approved by the City to add the following provisions to the insurance
policies:
(A) General Liability. The general liability policy shall be
endorsed to state that: (1) the City, its directors, officials, officers, employees and
volunteers shall be covered as additional insured with respect to liability arising out of
Services operations and for completed operations performed by or on behalf of the
Consultant, including materials, parts or equipment furnished in connection with such
work; and (2) the insurance coverage shall be primary insurance as respects the City,
its directors, officials, officers, employees and volunteers, or if excess, shall stand in an
unbroken chain of coverage excess of the Consultant's scheduled underlying coverage.
Any insurance or self- insurance maintained by the City, its directors, officials, officers,
employees and volunteers shall be excess of the Consultant's insurance and shall not
be called upon to contribute with it in any way.
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(B) Automobile Liability. The automobile liability policy
shall be endorsed to state that: (1) the City, its directors, officials, officers, employees,
agents and volunteers shall be covered as additional insured's with respect to the
ownership, operation, maintenance, use, loading or unloading of any auto owned,
leased, hired or borrowed by the Consultant or for which the Consultant is responsible;
and (2) the insurance coverage shall be primary insurance as respects the City, its
directors, officials, officers, employees, agents and volunteers, or if excess, shall stand
in an unbroken chain of coverage excess of the Consultant's scheduled underlying
coverage. Any insurance or self- insurance maintained by the City, its directors, officials,
officers, employees, agents and volunteers shall be excess of the Consultant's
insurance and shall not be called upon to contribute with it in any way.
(C) Workers' Compensation and Employers Liability
Coverage. The insurer shall agree to waive all rights of subrogation against the City, its
directors, officials, officers, employees, agents and volunteers for losses paid under the
terms of the insurance policy which arise from work performed by the Consultant.
(D) All Coverages. Each insurance policy required by this
Agreement shall be endorsed to state that: (A) coverage shall not be, reduced or
canceled except after thirty (30) days prior written notice by certified mail, return receipt
requested of cancellation, of intended non - renewal or endorsement reduction in limit or
scope of coverage; provided, however, that in the event of cancellation due solely to
non - payment of premium, ten (10) days notice of cancellation for non - payment of
premium may instead be given to the City.; and (B) any failure to comply with reporting
or other provisions of the policies, including breaches of warranties, shall not affect
coverage provided to the City, its directors, officials, officers, employees, agents and
volunteers.
3.2.10.5 Separation of Insureds; No Special Limitations. All
insurance required by this Section shall contain standard separation of insured's
provisions. In addition, such insurance shall not contain any special limitations on the
scope of protection afforded to the City, its directors, officials, officers, employees,
agents and volunteers.
3.2.10.6 Deductibles and Self- Insurance Retentions. Any
deductibles or self- insured retentions must be declared to and approved by the City.
Consultant shall guarantee that, at the option of the City, either: (1) the insurer shall
reduce or eliminate such deductibles or self- insured retentions as respects the City, its
directors, officials, officers, employees, agents and volunteers; or (2) the Consultant
shall procure a bond guaranteeing payment of losses and related investigation costs,
claims and administrative and defense expenses.
3.2.10.7 Acceptability of Insurers. Insurance is to be placed
with insurers with a current A.M. Best's rating no less than A:VII, admitted or approved
to do business in California, and satisfactory to the City.
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3.2.10.8 Verification of Coverage. Consultant shall furnish City
with complete and accurate copies of current certificates of insurance and
endorsements effecting coverage required by this Agreement on forms satisfactory to
the City. The certificates and endorsements for each insurance policy shall be signed
by a person authorized by that insurer to bind coverage on its behalf, and shall be on
forms provided by the City if requested. Copies of all certificates and endorsements
must be received and approved by the City before work commences. The City reserves
the right to require complete, certified copies of all required insurance policies, at any
time.
3.2.10.9 Safety. Consultant shall execute and maintain its
work so as to avoid injury or damage to any person or property. In carrying out its
Services, the Consultant shall at all times be in compliance with all applicable local,
state and federal laws, rules and regulations, and shall exercise all necessary
precautions for the safety of employees appropriate to the nature of the work and the
conditions under which the work is to be performed. Safety precautions as applicable
shall include, but shall not be limited to: (A) adequate life protection and life saving
equipment and procedures; (B) instructions in accident prevention for all employees and
subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang
planks, confined space procedures, trenching and shoring, equipment and other safety
devices, equipment and wearing apparel as are necessary or lawfully required to
prevent accidents or injuries; and (C) adequate facilities for the proper inspection and
maintenance of all safety measures.
3.2.10.10 Material Breach. Lack of insurance does not negate
Consultant's obligations under this Agreement. Maintenance of proper insurance
coverage is a material element of this Agreement and failure to maintain or renew
coverage or to provide evidence of renewal may be treated by the City as a material
breach of the Agreement.
3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation, including
reimbursements which receive the City's prior written authorization, for all Services
rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and
incorporated herein by reference. The total compensation shall not exceed Three
Hundred Fourteen Thousand Two Hundred Eighty Dollars and no /cents ($314,280.00)
for years one (1) through (3) and shall not exceed Three Hundred Twenty Nine
Thousand Nine Hundred Ninety Four Dollars and no /cents ($329,994.00) for years four
(4) through six (6) without written approval of the City Manager. Extra Work may be
authorized, as described below, and if authorized, will be compensated at the rates and
manner set forth in this Agreement.
3.3.2 Payment of Compensation. Consultant shall submit to City a
monthly itemized statement which indicates work completed and hours of Services
rendered by Consultant. The statement shall describe the amount of Services and
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supplies provided since the initial commencement date, or since the start of the
subsequent billing periods, as appropriate, through the date of the statement. City
shall, within forty -five (45) days of receiving such statement, review the statement and
pay all approved charges thereon.
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed
for any expenses unless prior written authorization is obtained from the City.
3.3.4 Extra Work. At any time during the term of this Agreement, City
may request that Consultant perform Extra Work. As used herein, "Extra Work" means
any work which is determined by City to be necessary for the proper completion of the
Project, but which the parties did not reasonably anticipate would be necessary at the
execution of this Agreement. Consultant shall not perform, nor be compensated for,
Extra Work without prior written authorization from City's Representative.
3.4 Accounting Records.
3.4.1 Maintenance and Inspection. Consultant shall maintain complete
and accurate records with respect to all costs and expenses incurred under this
Agreement. All such records shall be clearly identifiable. Consultant shall allow a
representative of City during normal business hours to examine, audit, and make
transcripts or copies of such records and any other documents created pursuant to this
Agreement. Consultant shall allow inspection of all work, data, documents, proceedings,
and activities related to the Agreement for a period of three (3) years from the date of
final payment under this Agreement.
3.5 General Provisions.
3.5.1 Termination of Agreement.
3.5.1.1 Grounds for Termination. City may, by written notice
to Consultant, terminate the whole or any part of this Agreement at any time and without
cause by giving written notice to Consultant of such termination, and specifying the
effective date thereof, at least seven (7) days before the effective date of such
termination. Upon termination, Consultant shall be compensated only for those services
which have been adequately rendered to City, and Consultant shall be entitled to no
further compensation. Consultant may not terminate this Agreement except for cause.
3.5.1.2 Effect of Termination. If this Agreement is terminated
as provided herein, City may require Consultant to provide all finished or unfinished
Documents and Data and other information of any kind prepared by Consultant in
connection with the performance of Services under this Agreement. Consultant shall be
required to provide such document and other information within fifteen (15) days of the
request.
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3.5.1.3 Additional Services. In the event this Agreement is
terminated in whole or in part as provided herein, City may procure, upon such terms
and in such manner as it may determine appropriate, services similar to those
terminated.
3.5.2 Delivery of Notices. All notices permitted or required under this
Agreement shall be given to the respective parties at the following address, or at such
other address as the respective parties may provide in writing for this purpose:
Consultant:
City:
Knight Communications
427 Yale Avenue, Suite 201
Claremont, CA 91711
Attn: Paul Ramakrishnan, Chief Executive Officer
City of Arcadia
240 West Huntington drive
Arcadia, CA 91007
Attn: Hue Quach, Administrative Services Director
Such notice shall be deemed made when personally delivered or when mailed, forty -
eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and
addressed to the party at its applicable address. Actual notice shall be deemed
adequate notice on the date actual notice occurred, regardless of the method of service.
3.5.3 Ownership of Materials and Confidentiality.
3.5.3.1 Documents & Data; Licensing of Intellectual Property.
This Agreement creates a non - exclusive and perpetual license for City to copy, use,
modify, reuse, or sublicense any and all copyrights, designs, and other intellectual
property embodied in plans, specifications, studies, drawings, estimates, and other
documents or works of authorship fixed in any tangible medium of expression, including
but not limited to, physical drawings or data magnetically or otherwise recorded on
computer diskettes, which are prepared or caused to be prepared by Consultant under
this Agreement ( "Documents & Data "). Consultant shall require all subcontractors to
agree in writing that City is granted a non - exclusive and perpetual license for any
Documents & Data the subcontractor prepares under this Agreement. Consultant
represents and warrants that Consultant has the legal right to license any and all
Documents & Data. Consultant makes no such representation and warranty in regard
to Documents & Data which were prepared by design professionals other than
Consultant or provided to Consultant by the City. City shall not be limited in any way in
its use of the Documents and Data at any time, provided that any such use not within
the purposes intended by this Agreement shall be at City's sole risk.
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3.5.3.2 Confidentiality. All ideas, memoranda, specifications,
plans, procedures, drawings, descriptions, computer program data, input record data,
written information, and other Documents and Data either created by or provided to
Consultant in connection with the performance of this Agreement shall be held
confidential by Consultant. Such materials shall not, without the prior written consent of
City, be used by Consultant for any purposes other than the performance of the
Services. Nor shall such materials be disclosed to any person or entity not connected
with the performance of the Services or the Project. Nothing furnished to Consultant
which is otherwise known to Consultant or is generally known, or has become known, to
the related industry shall be deemed confidential. Consultant shall not use City's name
or insignia, photographs of the Project, or any publicity pertaining to the Services or the
Project in any magazine, trade paper, newspaper, television or radio production or other
similar medium without the prior written consent of City.
3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with
one another, and shall take any additional acts or sign any additional documents as
may be necessary, appropriate or convenient to attain the purposes of this Agreement.
3.5.5 Indemnification.
3.5.5.1 To the fullest extent permitted by law, Consultant shall
defend, 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, in law or equity, to property or persons,
including wrongful death, in any manner arising out of or incident to any alleged acts,
omissions or willful misconduct of Consultant, its officials, officers, employees, agents,
consultants and contractors arising out of or in connection with the performance of the
Services, the Project or this Agreement, including without limitation the payment of all
consequential damages and attorney's fees and other related costs and expenses.
Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil
Code Section 2782.8, the above indemnity shall be limited, to the extent required by
Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the
negligence, recklessness, or willful misconduct of the Consultant. Consultant shall
defend with Legal Counsel of City's choosing, at Consultant's own cost, expense and
risk, any and all such aforesaid suits, actions or other legal proceedings of every kind
that may be brought or instituted against City, its directors, officials, officers, employees,
agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree
that may be rendered against City or its directors, officials, officers, employees, agents
or volunteers, in any such suit, action or other legal proceeding arising from
Consultant's performance of the Services, the Project or this Agreement; except to the
extent that liability is caused by any negligence or willful misconduct by the City or its
directors, officials, officers, employees, agents or volunteers. Consultant shall
reimburse City and its directors, officials, officers, employees, agents and /or volunteers,
for any and all legal expenses and costs incurred by each of them in connection
therewith or in enforcing the indemnity herein provided. Consultant's obligation to
indemnify shall not be restricted to insurance proceeds, if any, received by the City, its
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directors, officials, officers, employees, agents or volunteers and shall take effect
immediately upon execution of this Agreement.
3.5.5.2 The duty to defend and to hold harmless, as set forth
above, shall include the duty to defend as established by Section 2778 of the California
Civil Code, and the duty to defend shall arise upon the making of any claim or demand
against the City, its respective officials, officers, agents, employees and representatives,
notwithstanding that no adjudication of the underlying facts has occurred, and whether
or not Consultant has been named in the claim or lawsuit.
3.5.6 Entire Agreement. This Agreement contains the entire Agreement
of the Parties with respect to the subject matter hereof, and supersedes all prior
negotiations, understandings or agreements. This Agreement may only be modified by
a writing signed by both Parties.
3.5.7 Governing Law. This Agreement shall be governed by the laws of
the State of California. Venue shall be in Los Angeles County.
3.5.8 Time of Essence. Time is of the essence for each and every
provision of this Agreement.
3.5.9 City's Right to Employ Other Consultants. City reserves right to
employ other consultants in connection with this Project.
3.5.10 Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the Parties.
3.5.11 Assignment or Transfer. Consultant shall not assign, hypothecate,
or transfer, either directly or by operation of law, this Agreement or any interest herein
without the prior written consent of the City. Any attempt to do so shall be null and void,
and any assignees, hypothecates or transferees shall acquire no right or interest by
reason of such attempted assignment, hypothecation or transfer.
3.5.12 Construction; References; Captions. Since the Parties or their
agents have participated fully in the preparation of this Agreement, the language of this
Agreement shall be construed simply, according to its fair meaning, and not strictly for
or against any Party. Any term referencing time, days or period for performance shall
be deemed calendar days and not work days. All references to Consultant include all
personnel, employees, agents, and subcontractors of Consultant, except as otherwise
specified in this Agreement. All references to City include its elected officials, officers,
employees, agents, and volunteers except as otherwise specified in this Agreement.
The captions of the various articles and paragraphs are for convenience and ease of
reference only, and do not define, limit, augment, or describe the scope, content, or
intent of this Agreement.
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3.5.13 Amendment; Modification. No supplement, modification, or
amendment of this Agreement shall be binding unless executed in writing and signed by
both Parties.
3.5.14 Waiver. No waiver of any default shall constitute a waiver of any
other default or breach, whether of the same or other covenant or condition. No waiver,
benefit, privilege, or service voluntarily given or performed by a Party shall give the
other Party any contractual rights by custom, estoppel, or otherwise.
3.5.15 No Third Party Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.5.16 Invalidity; Severability. If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the
remaining provisions shall continue in full force and effect.
3.5.17 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
member, 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 arising therefrom.
3.5.18 Equal Opportunity Employment. Consultant represents that it is an
equal opportunity employer and it shall not discriminate against any subcontractor,
employee or applicant for employment because of race, religion, color, national origin,
handicap, ancestry, sex, sexual orientation or age. 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.
Consultant shall also comply with all relevant provisions of City's Minority Business
Enterprise program, Affirmative Action Plan or other related programs or guidelines
currently in effect or hereinafter enacted.
3.5.19 Labor Certification. By its signature hereunder, Consultant certifies
that it is aware of the provisions of Section 3700 of the California Labor Code which
require every employer to be insured against liability for Worker's Compensation or to
undertake self- insurance in accordance with the provisions of that Code, and agrees to
comply with such provisions before commencing the performance of the Services.
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3.5.20 Authority to Enter Agreement. Consultant has all requisite power
and authority to conduct its business and to execute, deliver, and perform the
Agreement. Each Party warrants that the individuals who have signed this Agreement
have the legal power, right, and authority to make this Agreement and bind each
respective Party.
3.5.21 Counterparts. This Agreement may be signed in counterparts,
each of which shall constitute an original.
3.6 Subcontracting.
3.6.1 Prior Approval Required. Consultant shall not subcontract any
portion of the work required by this Agreement, except as expressly stated herein,
without prior written approval of City. Subcontracts, if any, shall contain a provision
making them subject to all provisions stipulated in this Agreement.
In witness whereof the Parties have executed this Professional Services
Agreement on the date set forth below.
CITY OF ARCADIA
Dominic Lazzar o
City Manager
ATTEST:
Cit Jerk
APPROVED AS TO FORM:
Ir
nn
Stephen P. Deitsch
City Attorney
Revised 07/12
13
KNIG T COMMUNIC IONS
Paul Ramakrishnan
Chief Executive Officer
Date: q / L / z—
6 E �)-N A i
K.C. ouli
President
Cl /' ° ( z
Date:
CONCUR:
Hue Quac
Administrative Services Director
EXHIBIT "A"
SCOPE OF SERVICES
Consultant shall provide professional Information Technology Management Services as
indicated on the attached Pages 6 through 14 of the Proposal submitted and dated July
2, 2012.
A -1
Knight Communications' Proposal for Information Technology Management Services to
The City of Arcadia.
June 2012
Our services include but not restricted to the following:
Information Systems Management
Network Installation and Administration
Helpdesk, Desktop and Peripheral support
IT infrastructure Design
GIS services
Data Analysis & Analytics
Crime Analysis
Strategic Planning and Oversight
Master Plan Development and Deployment
IT Disaster Recovery Planning
Systems Integration
Project Management
Custom Programming
Data Recovery services
E- Discovery and Computer Forensics
Consulting Services
Total IT Support
From Knight Communications For the use of City of Arcadia
6
Knight Communications' Proposal for Information Technology Management Services to
The City of Arcadia.
June 2012
4. Services to be Provided
Knight agrees to
Provide timely, professional and cost effective services;
Work harmoniously and act in cooperation with City staff and other City vendors;
Conduct regular status and information meetings for committees and Management;
Provide regular and timely reports on issues, accomplishments, and network health;
Make recommendations on improving City processes;
Provide enforcement of all City polices relating to the use of IT resources.
We clearly understand the work definition to be duties to include, but are not limited to,
planning, designing, developing, implementing, supervising, and performing a variety of
project tasks to maintain the ongoing trouble -free operation of networking and IT
services on the City's network; assisting or collaborating in technical studies that relate
to the City's information technology development; serving as a technical advisor for
City projects that involve information technology operations; participating in the
City's information technology strategic planning process; and performing related duties
as required.
Knight proposes to provide the following, but not limited to, services to the City.
4.1 Installation and management of the entire network infrastructure (LAN and
WAN), including all servers, switches, hubs, routers, modems, cabling, firewalls,
e -mail system and data circuits. This includes network design, performance
monitoring, analysis, tuning, troubleshooting, equipment configuration, testing,
installation, de- installation, moves and changes.
4.2 Protect the City's information from internal and external threats which
include managing, and monitoring access to the City's information technology
environment, system level accounts, groups, usernames and passwords,
application level access and the level of access, and hardware (where applicable)
and software protection systems.
Identify security risks, and recommend procedures to minimize or eliminate them,
including user training and awareness of security issues.
4.3 Provide up -to -date information on all network and server Add /Remove /Changes
and all network configurations, logons and passwords to City representative.
4.4 Develop an emergency /disaster recovery plan.
From Knight Communications _ For the use of City of Arcadia
Knight Communications' Proposal for information Technology Management Services to
The City of Arcadia.
June 2012
4.5 Manage the City's wireless infrastructure.
4.6 Provide remote system monitoring in accordance with City policies and
procedure
4.7 Provide for after -hours calls with a response time within 2 hours of the time
requested for emergencies, such as system outage, network failure etc.
4.8 Assist with computer and printer hardware diagnostics support.
4.9 Assist with the necessary application software (both in -house developed
software and purchased software) support.
4.10 Assist with installation /upgrade of necessary systems and application
software at the workstations and servers including automated patch
management for networked and standalone devices.
4.11 Provide database management support.
4.12 Assist with day -to -day MIS operations and functions such as computer support,
backups, report distribution, etc.
4.13 Assist with evaluation and recommendations in regards to software and
hardware purchases. Compile hardware and software upgrade schedules.
Work with the City's representative to recommend a budget for the purchase
of equipment, supplies, and other products or services as needed and
purchase of such equipment, supplies and products or services.
4.14 Assist with maintaining and verifying hardware /software inventory of the
City's computer systems.
4.15 Maintain all licensing agreements.
4.16 Assist with the evaluation and development of long -range information systems
planning to meet the needs of the City.
4.17 Assist the City in selecting appropriate technology solution(s) and vendor(s)
based on current market technologies and industry standards.
4.18 Assist with coordination with any third party vendor(s) with issues that
pertain to Information systems /technology issues.
From Knight Communications For the use of City of Arcadia
8
Knight Communications' Proposal for Information Technology Management Services to
The City of Arcadia.
June 2012
4.19 Work with the City's representative to review information systems guidelines,
policies and procedures.
4.20 Recommend, implement, and support E -GOV applications.
4.21 Develop, implement, manage and assist with a Helpdesk
Management System to address the customer service needs of City staff.
4.22 Maintain the City's network security and integrity.
4.23 Manage and maintain the Active Directory Management for five (5) separate
domains.
4.24 Manage group policy setup /configurations, user profiles, maintain /monitor staff
Internet activity; grant/deny access via 8e6, anti -virus system wide including
investigation of virus activity & outbreaks
4.25 Assist the City in managing the City's website, Maintain the 'Knight Created'
Intranet site with daily updates, Maintain the 'Knight Provided' system for
Helpdesk support and tracking of requests.
4.26 Develop and manage computer equipment inventory lists and asset tracking
including hardware replacement cycle. Manage and oversee transfer of all
computer related equipment and hardware to surplus.
4.27 Install workstations, install required software, connect the computers and set up
access to Network and applications. Install, repair or make arrangements for the
repair of all City printers and other peripherals support.
4.28 Manage and maintain e -mail SPAM filter.
4.29 Manage the storage management software.
4.30 Create system images of hard drives for future issues and updates.
4.31 Assist all users with any hardware /software necessary.
4.32 Manage, Install and Maintain older systems with newer versions of
hardware /software as needed.
4.33 Provide 24X7 support for all critical systems including Police and Fire
Departments.
From Knight Communications For the use of City of Arcadia
Knight Communications' Proposal for Information Technology Management Services to
The City of Arcadia.
June 2012
4.34 Manage and maintain all information technology issues for staff and public
PC's including the Museum, Senior Center, City Hall, Police, Fire,
Recreation and Public Works Services.
4.35 Maintain and troubleshoot connections with the Los Angeles Sheriffs
Department data network and California Dept. of Justice in accordance
with their requirements.
4.36 Maintain and manage VMWare software (virtual servers).
4.37 Management of offsite storage tracking and maintain backups for all
data at all City facilities.
4.38 Cable troubleshooting and jack issues throughout the City including
assistance with minor telephone issues.
4.39 Manage and maintain remote access support (VPN, OWA) for vendors and City
staff.
4.40 Assist staff with system set ups for meetings and training sessions including
the use of any software. Create tutorials for users on how to do requested
tasks.
4.41 Develop and prepare Adhoc reports, Crystal reports programming for Cititech,
custom reports for various departments.
4.42 Assistance with City issued cell phones /smart phones troubleshooting.
4.43 Manage all applications such as PSNET, Laserfiche, HDL, Fire RMS,
MS Office, etc. including SQL databases; database Administration,
project management.
4.44 Coordinate and perform essential purchasing duties in accordance with
established rules and regulations as it relates to information technology
services. Prepare and submit information technology budget.
From Knight Communications For the use of City of Arcadia
10
Knight Communications' Proposal for Information Technology Management Services to
The City of Arcadia.
June 2012
Additional Services
Knight will also provide these additional services to City, which are not listed
under the "required Tasks' list of the RFP, with no additional charges to the City.
Develop and implement a comprehensive Technology Master Plan.
MDC maintenance and support at the Police Department for emergencies.
Management of the Digital Video recording System at the PD.
Provide technical support to the EOC.
Provide input and review of Requests for Proposals. Assist with vendor
negotiations on IT projects.
Assist the City in researching and implementing some of the suggestions under
the 'Proposed Ideas' section of this proposal.
Service Related Activities
Knight's personnel perform these activities as part of the services:
24/7 Servers and Network Monitoring using already implemented free software.
AT &T service notifications via phone for T1 line outages.
Server room physical environment monitoring via automatic notifications for
temperature, humidity, motion detection, door /intrusion detection.
Respond (call acknowledging assignment of call) to Client/caller, and
diagnose /resolve according to prioritization.
Client/caller will be apprised of problem status during the entire problem resolution
cycle in a timely manner, both by our 'help -desk' system and by phone call.
Will give the client opportunity to test system during our presence once the
problem is resolved.
Ensure scheduled preventive maintenance for equipment is properly and promptly
performed. Maintain the maintenance records on the equipment.
Review all process logs for normal execution and performance.
From Knight Communications For the use of City of Arcadia
11
Knight Communications' Proposal for Information Technology Management Services to
The City of Arcadia.
June 2012
Review security logs and for unusual activity.
Maintain status reporting on all operation and network activity records and reports.
Clean and Organize Computer Room.
Maintain process and operational documentation for Operations and Network.
Keep and maintain records on hardware assets: Acquisition date, Warranty date,
maintenance agreements, maintenance and report contact numbers.
Keep and Maintain records on software assets.
Determine potential compatibility and /or interoperability issues with existing
systems and effect of new systems on current architecture.
Identify critical integration issues based on current projects and future initiatives.
Identify trends in use of for municipal service delivery.
Provide recommendations for additional services to provide enhanced IT
services when needed.
We understand the City's servers and the network are expected to function 24
hours a day with minimum unplanned services interruptions occurring between
7:30 am and 5:30 pm, Monday through Friday, and also that the network should be
available 99.9% of the time, and we will meet those expectations.
Our personnel will be available after hours and weekends as necessary to resolve
problems, do updates, and perform testing so as not to impact normal production
activities of the City.
We guarantee assured availability 24/7, 365 days year. We will substitute
personnel from our organization during the times when the on -site personnel go on
vacation.
We agree to participate in meetings which may be held to discuss service delivery
and planning to ensure the IT needs of the City are being met.
Knight's management will meet with the City management on a regular basis to
discuss the ongoing projects and the performance of Knight's employees.
Knight understands and agrees that it will be deemed the City's IT subject matter
expert provide technical leadership for technology issues.
From Knight Communications For the use of City of Arcadia
12
Knight Communications' Proposal for Information Technology Management Services to
The City of Arcadia.
June 2012
Knight will work to implement these following major initiatives for the City:
Develop, implement and maintain a comprehensive technology plan and policy
guidelines in conjunction with the City, for guiding future decisions affecting the
City of Arcadia's information resources.
Initiate a citywide program of technology development and acquisition in
accordance with the City's purchasing rules and regulations. This not only includes
completion of all hardware, software, networking and client/server migration
projects currently underway, but also envisioning new cost - reduction projects that
will be identified as part of the long range planning processes and goals.
Provide accurate, quality information services and technological deliverables.
Develop mechanisms and plans for improving the City's utilization of its technology
resources.
Improve overall costs of Citywide operating expenses and capital outlay items
associated with technology services.
Knight pledges to accomplish these following goals:
Continue computer network upgrade by replacing older equipment and data
transfer lines; migrating from 3rd party provided T1 lines to internally
maintained /owned fiber transmission lines for greater system reliability; increase
data transfer speeds, and help insure that the City will efficiently operate and
maximize our current technology.
Continue to assist departments in the implementation of various computer
related applications including efforts to upgrade systems with web -based
modules that facilitate processing and payment by the general public.
Continue to provide a network infrastructure that enables the City to meet its
mission and goals. Enhance the City's network infrastructure by increasing
the main internet feed for both inbound and outbound traffic, to allow
increased speed for both public and staff browsing of web and streaming
content as well as increase speed /reliability for hosted web services.
Assist City departments to digitize historical records /maps /plans and store in the
cities document management system.
Research and plan for the implementation of computer tablets to increase
work efficiency, lessen the amount of labor hours relating to preparations of
Council agenda packets, as well as reduction of paper usage.
From Knight Communications For the use of City of Arcadia
13
Knight Communications' Proposal for Information Technology Management Services to
The City of Arcadia.
June 2012
Plan /Implement backup connection for critical data communications for
Fire105 /106 via DSL /Cable internet connection.
Implement a Store Area Network (SAN) system for the City.
Continue to maintain PC Hardware and Software standardization.
Continue to provide easier public access to City services
Reporting
Knight will provide the following reports:
Help desk tickets: Report of completed and in- progress help desk tickets —
biweekly.
Operating system: Report of resource management and usage with
recommendations for improvements on servers— monthly
Hardware: Current list of all hardware inventories - quarterly.
Software: Current list of all software inventories- quarterly.
Network: Network availability — monthly
Network projects — monthly
Security: Complete electronic systems audit, intrusions, internet
usage, policy violations, any requested audit - biweekly
From Knight Communications For the use of City of Arcadia
14
Exhibit "B"
SCHEDULE OF SERVICES
The term of this Agreement shall be from September 1, 2012 through August 31, 2015
with the option to renew on a year -by -year basis for a maximum of three (3) additional
one -year periods through August 31, 2018.
B -t
Exhibit "C"
COMPENSATION
Compensation to be as follows:
Systems /Network Management Services:
$75.00 /hour
Network Support Services:
$50.00 /hour
Desktop Support Services:
$30.00 /hour
Strategy Management:
$85.00 /hour
Database Administration:
$60.00 /hour
Custom Reporting Services:
$50.00 /hour
Additional Support, when and if needed:
After hours, off - business hours support: No additional costs
Additional Network Engineers No additional costs
Additional Support Technicians No additional costs
Monthly and Annual Charges:
A flat fee of $26,190.00 per month for all services as indicated in Exhibit "A" attached.
Total Annual Costs for initial three (3) year period (September 1, 2012 through August
31, 2015) not to exceed: $314,280.00/year
A 5% increase will be applied for the subsequent renewal periods (September 1, 2015
through August 31, 2018) not to exceed: $329,994.00/year
C-1