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Brea1T Contract Amendment
This Amendment is made between City of Brea and City of Temple City to amend the Original
Agreement titled Information Technology Support Services Agreement, signed on July 01, 2008.
The Original Agreement is amended as follows:
Section B1 is hereby revised to:
Term. The term of this Agreement shall be month to month commencing on July
1, 2010 unless extended or earlier terminated, as provided herein.
Section B9 is hereby revised to:
Termination. This Agreement may be terminated with or without cause by either party
at any time by providing the other party with thirty (30) days written notice of
termination. In the event of such termination, BrealT shall be compensated for services
rendered as of the date of termination.
All provisions of the Original Agreement, except as modified by this Amendment, remain in full
force and effect and are reaffirmed. if there is any conflict between this Amendment and any
provision of the Original Agreement, the provisions of this Amendment shall control.
City of Brea
By:
William Gallar _.
Administrative Services Director
City of Brea
City of Temp#e City
By: _ 6 -
Jose Pulido
City Manager
City of Temple City
CITY OF TEMPLE CITY
AGREEMENT FOR PROFESSIONAL SERVICES
FISCAL YEAR 2009-2010
This Agreement is made and entered into by and between the City of Temple City, a
Charter City of the State of California, hereinafter referred to as CITY and City of Brea,
a municipal corporation, hereinafter referred to as CONTRACTOR.
WITNESSETH
CONTRACTOR agrees to perform, in a manner consistent with industry standards and
in a manner acceptable to CITY, the professional services outlined in Exhibit "A"
(SCOPE OF SERVICES) for a price outlined in Exhibit "B" (COMPENSATION TO
CONTRACTOR) attached hereto and made a part hereof.
SECTION I
PERFORMANCE OF SERVICES
CONTRACTOR shall provide all labor and materials necessary for the completion of
work as set forth in this Agreement.
CONTRACTOR represents that it employs or will employ at its own expense, all
personnel required for the satisfactory performance of any and all tasks and
services, per the terms of this Agreement.
2. CONTRACTOR represents that the services required herein will be performed by
CONTRACTOR, or under CONTRACTOR'S direct supervision, and that all
personnel performing such services shall be fully qualified.
3. CONTRACTOR shall ensure that services performed under the terms of this
Agreement are in full compliance with all applicable federal, state and local laws.
4. CONTRACTOR shall not subcontract any portion of the required services herein
without prior written approval of the CITY.
5. CONTRACTOR shall work closely with the City Manager or other CITY
designated representative, who shall be the liaison representative of the CITY
and shall, on a continuous basis, review and approve CONTRACTOR'S work.
CONTRACTOR shall ensure that the CITY has reviewed and approved all
required work, per the terms of this Agreement.
6. CONTRACTOR shall make no change in the character or extent of the services
required by this Agreement, except as may be authorized in writing by the CITY.
Such supplemental authorization shall set forth the specific changes of services
to be performed and any related extension of time and/or adjustment of fee to be
paid to CONTRACTOR by CITY.
City of Temple City — City of Brea (IT Services)
Agreement for Professional Services
Page 2 of 7
SECTION If
INDEMNIFICATION
CONTRACTOR shall indemnify and hold harmless CITY and its officers, officials,
employees and agents from and against all claims, damages, losses and expenses
including attorney fees arising out of the performance of the work described herein,
caused in whole or in part by any negligent act or omission of the CONTRACTOR, any
subcontractor, anyone directly or indirectly employed by any of them or anyone for
whose acts any of them may be liable, except where caused by the negligence or willful
misconduct of the CITY.
The CONTRACTOR represents that it is an independent CONTRACTOR and will not
make claim for unemployment or social security taxes, and/or compensation, and will
pay for any income tax on its earnings.
SECTION III
INSURANCE
CONTRACTOR shall procure and maintain for the duration of the contract insurance
against claims for injuries to persons or damages to property, which may arise from or
in connection with the performance of the work hereunder by the CONTRACTOR, its
agents, representatives, employees or subcontractors.
CONTRACTOR shall maintain insurance with limits no less than:
1. General Liability: $1,000,000 per occurrence for bodily, personal injury and
property damage. If Commercial General Liability Insurance or other form with a
general aggregate limit is used, either the general aggregate limit shall apply
separately to this project/location or the general aggregate limit shall be twice the
required occurrence limit.
2. Automobile Liability: $100,000/300,000 per accident for bodily injury and
$50,000 property damage.
3. Worker's Compensation insurance as required by the State of California and
Employer's Liability Insurance.
Any deductibles or self-insured retentions must be declared to and approved by the
CITY. At the option of the CITY, the insurer shall reduce or eliminate such deductibles
or self-insured retentions as respects the CITY, its officers, officials, employees and
volunteers or the CONTRACTOR shall procure a bond guaranteeing payment of losses
and related investigations, claim administration and defense expenses.
City of Temple City — City of Brea (IT Services)
Agreement for Professional Services
Page 3 of 7
The general liability and automobile liability policies are to contain the following
provisions:
1. The CITY, its officers, officials, employees, agents and volunteers are to be
covered as additional insureds as respects to any liability arising out of activities
performed by or on behalf of CONTRACTOR; products and completed
operations of the CONTRACTOR; premises owned, occupied or used by the
CONTRACTOR; or automobiles owned, leased, hired or borrowed by the
CONTRACTOR. The coverage shall contain no special limitations on the scope
of protection afforded to the CITY, its officers, officials, employees, agents or
volunteers, and name the CITY as additionally insured.
2. For any claims related to this Agreement, the CONTRACTOR'S insurance
coverage shall be primary insurance as respects the CITY, its officers, officials,
employees, agents and volunteers. Any insurance of self-insurance maintained
by the CITY, its officers, officials, employees, agents or volunteers shall be
excess of the CONTRACTOR'S insurance and shall not contribute with it.
3. 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
officers, officials, employees, agents or volunteers.
4. The CONTRACTOR'S insurance shall apply separately to each insured against
whom claim is made or suit is brought, except with respect to the limits of the
insurer's liability.
5. Each insurance policy required by this clause shall be endorsed to state that
coverage shall not be suspended, voided, cancelled by either party, reduced in
coverage or in limits except after thirty (30) days' prior written notice by certified
mail, return receipt requested, has been given to the CITY.
6. Insurance is to be placed with insurers which are "admitted" in the State of
California and have a current A.M. Best's rating of no less than A:VII, unless
otherwise approved by the CITY.
7. CONTRACTOR shall furnish the CITY with original endorsements effecting
coverage required by this clause. The endorsements are to be signed by a
person authorized by that insurer to bind coverage on its behalf. The
endorsements are to be on forms provided by the CITY. All endorsements are to
be received and approved by the CITY before work commences.
City of Temple City -- City of Brea (IT Services)
Agreement for Professional Services
Page 4 of 7
SECTION IV
ATTORNEYS FEES, COSTS AND EXPENSES
In the event litigation or other proceeding is required to enforce or interpret any
provision of this Agreement, the prevailing party in such litigation or other proceeding
shall be entitled to an award of reasonable attorney's fees, costs and expenses, in
addition to any other relief to which it may be entitled.
SECTION V
EXECUTION OF AGREEMENT
This Agreement shall constitute the entire understanding of the parties hereto and shall
not be modified unless made in writing by the parties hereto.
This Agreement shall lapse and fail if CONTRACTOR fails to comply with all conditional
terms of the Agreement within thirty (30) calendar days immediately following the date
said Agreement is signed by the authorized City official, otherwise said Agreement shall
be null and void.
Communications required to be sent to the parties hereto shall utilize the following
addresses:
CITY: City of Temple City
9701 Las Tunas Drive
Temple City, CA 91780
Attn: Cathy Burroughs
CONTRACTOR: As Specified in Exhibit "A"
Communications may be sent through the United States Postal Service or any other
recognized courier service such as Federal Express Corporation. Any communications
to the parties shall be sent postage (or courier fee) fully prepaid by the sender.
Changes in the above addresses shall be conveyed to the other party at least 30 days
prior to the effective date of such change.
SECTION VI
TERMINATION OF AGREEMENT
Either party may terminate this Agreement at any time upon providing a thirty (30) day
written notice. In the event of termination, the CITY will pay for only the services that
have been satisfactorily completed by the CONTRACTOR and approved by the City
Manager or his representative. This Agreement shall be effective from July 1, and shall
conclude on June 30 of each year (the CONTRACT YEAR). The initial agreement shall
City of Temple City — City of Brea (IT Services)
Agreement for Professional Services
Page 5 of 7
begin on July 1, 2009 and conclude on June 30, 2010 and may be extended subject to
the requirements of SECTION VII hereof.
SECTION VII
EXTENSION OF AGREEMENT
The CITY and CONTRACTOR may, by mutual agreement, renew this agreement for a
term agreed upon by both parties. Upon renewal, the terms and conditions herein
(including the services and compensation contained in Exhibit "A" and Exhibit "B") shall
remain the same during the period of extension unless changes thereto are agreed
upon by both parties prior to March 1 of each contract year. Absent any changes, the
CITY may, at its sole discretion, and CONTRACTOR consents, to extend the contract
for a term of 12 months.
SECTION VIII
SUPREMACY AND CONTROLLING CLAUSE
In the event of a conflict between any provision of this Agreement and any provision of
Attachments "A" or "B" as they may exist from time to time, the provision of this
Agreement shall be deemed controlling and shall govern and control such matter.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives:
CITY OF TEMPLE CITY
BY:
ITS: Interim City Manager
CONTRACTOR: CITY OF BREA,
a municipal corporation
Few
ITS:
DATE: iJ&ol of DATE: �" d
City of Temple City — City of Brea (IT Services)
Agreement for Professional Services
Page 6 of 7
EXHIBIT "A" - SCOPE OF SERVICES
(SEE ATTACHED "INFORMATION TECHNOLOGY- SUPPORT SERVICES
AGREEMENT FY 2008-09" - CITY OF BREA, A MUNICIPAL CORPORATION)
INFORMATION TECHNOLOGY
SUPPORT SERVICES AGREEMENT
This AGREEMENT made and entered into this 1st day of July, 2008 ("Effective Date"), by
and between the CITY OF BREA, a Municipal Corporation, hereinafter sometimes referred to as
"BrealT," and the CITY OF TEMPLE CITY a municipal corporation, hereinafter sometimes
referred to as "City."
A. Recitals.
(i) Brea has heretofore established an Information Technology (IT) Division for the
purpose of providing IT services, which include support of personal computers (PC), LAN,
hardware, software, and general integration ("IT Services"). This Division shall be hereinafter
referred to as BrealT.
(ii) BrealT has heretofore obtained all the necessary technical staff and equipment,
and is experienced in the provision of IT Services.
(iii) City desires to utilize BrealT as an independent contractor under the management
and control of Ray Drlik, Brea's IT Manager, and subject to the terms and conditions set forth in
this Agreement for the purpose of providing IT Services to upgrade and maintain City's IT system.
B. Agreement.
NOW, THEREFORE, it is hereby mutually agreed by and between BrealT and City that as
consideration for the following promises, the parties agree as follows:
1. Term. The term of this Agreement shall be one (1) year ending on June 30, 2009
unless extended or earlier terminated, as provided herein. In the event written
notice of ninety (90) days is not given by either party, and provided the parties
have met and agreed upon terms and compensation rates for extension thereafter,
this agreement shall continue for one-year periods based upon any new terms or
fees agreed upon.
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2. Comaensat, . As consideration for the use of Breal . , :ity shall pay to BrealT a
fee of, $83.75 per hour worked which shall be payable upon receipt of invoice for
said services from BrealT. The hourly Fee and all associated hourly rates are
subject to modification annually as may be agreed between the parties in writing.
In exchange for the base monthly fee, BrealT will provide City service time, not to
exceed 32 hours per month for the following identified services:
a) The contracted 32 hours represents a technician visiting the City's site one (1)
time a week for eight (8) hours per visit, which would require one (1) trip to
City's site per week. BrealT will, in its sole reasonable discretion, determine
which personnel shall be assigned to task/service requests.
b) Regularly scheduled Technician I work for personal computer issues Included
will be hardware and standard software support, as well as simple and routine
network maintenance and trouble -shooting. Technician I work is more fully
described in the job description attached hereto as Exhibit A and made a part
hereof by reference. Up to four (4) hours per month, of the scheduled service
time, may be used for IT Technician II work which will be scheduled as needed
to address more complex maintenance and trouble -shooting issues.
Technician II work is more fully described and explained in the job description
attached hereto as Exhibit B and made a part hereof by reference. Up to two
(2) hours of IT Supervisor work is included in the base monthly fee. IT
Supervisor work is a component of administrating the agreement and
scheduling Technician l and Technician 11 work. IT Supervisor work is more
fully described in the job description attached hereto as Exhibit C and made a
part hereto by reference.
c) Additionally, 32 hours per month of telephone support via BrealT'S telephone
hotline (714-990-7777) is available to City as a condition of this agreement
during BrealT's standard hours of operations, which are Monday through
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Thursda,, 30 a.m. to 5:30 p.m., and alternate Fr.....ys from 8:00 a.m. to 5:00
p.m. (City Hall is closed on alternate Fridays).
d) Additional Technician I, Technician It, and 1T Supervisor hours, which may be
required during BrealT's standard hours of operation, will be billed at a rate of
$83.75/hour, $87.75/hour, and $97.75/hour respectively. Emergency call -out
and off -hours work will be billed at $95, $105 and $115 per hour. BrealT will, in
its sole reasonable discretion, determine which support level shall be assigned
to task/service requests. The Technician 1, Technician Il, and 1T Supervisor
functions, as previously defined, are further defined in Exhibits A and B,
respectively. Hourly rates are subject to modification annually as may be
agreed between the parties in writing.
e) City agrees to pay all undisputed invoice amounts within forty-five (45) days of
the invoice date. City agrees to notify BrealT of any disputed invoice amounts
within ten (10) days of the invoice date.
3. Independent Contractor. BrealT is an independent contractor and not an employee
of City. Neither City nor any of its employees shall have any control over the
conduct of BrealT or any of their employees, except as herein set forth. BrealT
expressly warrants not to, at any time or in any manner, represent that they, or any
of their officers, employees or agents, are in any manner officers, employees, or
agents of City. It is expressly understood that said BrealT is and shall at all times
remain as to City wholly an independent contractor, and that BrealT'S obligations
to City are solely such as are prescribed by this agreement
4. Indemnity
a) All officers, agents, employees, subcontractors, their agents, officers and
employees who are hired by or engaged by BrealT in the performance of this
Agreement shall be deemed officers, agents and employees and
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subcontr .irs of BrealT, and City shall not be liat,, ur responsible to them for
anything whatsoever.
b) BrealT agrees to defend and hold harmless City and all of its officers and
employees from all claims, damages, costs or expenses in law and in equity,
including costs of suit and expenses for legal services, that may at any time
allegedly received or suffered by reason of any wrongful or negligent act or
omission on the part of BrealT or any of its agents, officers and employees and
subcontractors in the performance of this Agreement.
c) BrealT shall not be deemed to assume any liability for wrongful or negligent
acts of City or its officers, agents, employees and subcontractors, and City
shall defend and hold BrealT harmless against any such claims.
d) BrealT agrees to defend and hold harmless City from all claims, demands,
liability fines and penalties made by BrealT's employees from health,
retirement or other benefits attributable to services performed pursuant to this
Agreement.
e) City agrees to indemnify and hold harmless BrealT, the City of Brea, its elected
officials, officers, agents, employees and volunteers, as to any and all claims,
liability or loss, damage or injury to persons or property, which arise from City's
performance of this Agreement.
5. Familiarity with Work. By execution of this agreement, BrealT warrants that -
a) It has thoroughly investigated and considered the work to be performed.
b) It has expertise in the area of information technology.
c) it has carefully considered how the work should be performed, and
d) It fully understands the difficulties and restrictions attending the performance of
the work under this Agreement.
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6. Exclusions. BrealT shall not be responsible for r.oviding support for any
software that has been obtained illegally, is unlicensed or for which City does not
have proper certifications to run on City's IT system.
7. Obligations of City. City shall be responsible for providing the following.
a) City will provide a networked PC on their site on which BrealT staff can
maintain utilities and gain access via modem to necessary support forums.
b) City will maintain not less than one set of original media and manuals on site
for all software supported by BrealT.
c) City acknowledges that the use of the PCs, operating systems and software
programs are and shall be subject to the City's exclusive management and
control and City shall at all times be solely responsible for assuring their proper
use City's officers, officials, employees, agents, consultants, guests or any
other third parties.
8. Coordination of Work
a) Selection of Representatives. The following person is hereby designated as the
principal and representative of BrealT authorized to act in its behalf with
respect to the work specified in this Agreement and to make all decisions in
connection therewith:
Name: Mike Ryan Title: IT Su ervisor
b) Contract Representative. The Contract Representative shall be Gary Plod, or
such other person as designated by the City Manager of the City of Temple
City. It shall be BrealT's responsibility to assure that the Contract
Representative is kept informed of the progress of the performance of the
services, and BrealT shall refer any decision that must be made by City to the
Contract Representative. Unless otherwise specified herein, any approval of
City required hereunder shall mean the approval of the Contract
Representative.
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9. Insurance. B. -,IT shall procure and maintain insurai._; for the duration of this
Agreement against claims for injuries to persons or damages to property, which
may arise from or in connection with the performance of the work hereunder by
BrealT, its agents, representatives, or employees. All such insurances shall serve
as primary to any insurance coverage carried by City.
a) Minimum Scope of Insurance
Coverage shall be at least as broad as.
i. Insurance Services Office Commercial General Liability coverage
ii. Insurance Services Office form number CA 0001 (Ed. 1187) covering
Automobile Liability, code 1 (any auto).
iii. Workers' compensation insurance as required by the State of California
and employer's liability insurance.
b) Minimum Limits of Insurance
Consultant shall maintain limits no less than:
i. General Liability: $1,000,000 per occurrence and $2,000,000 aggregate for
bodily injury, personal injury and property damage.
ii. Automobile Liability: $1,000,000 per accident for bodily injury and property
damage.
iii. Employer's Liability: $1,000,000 per accident for bodily injury or disease
c) Other Requirements
i. BrealT shall provide, at City's request, an endorsement establishing that
City has been added as an additional insured to the General and
Automobile liability insurance policies required under this Agreement. The
above policylpolicies shall not terminate, nor shall they be canceled, nor the
coverage reduced, until after thirty (30) days written notice is given to the
City.
C
10. Governing L, . This Agreement shall be construed _ A interpreted as to both
validity, and performance of the parties, in accordance with the Laws of the State
of California.
11. Notices. Any notices required or permitted to be given by the terms of this
Agreement, or by any law or statute, may be given by a party by depositing said
notice in the U.S. mail, postage prepaid, addressed to the other party at the
address of the party's respective City Hall. Service of said notice shall be deemed
complete five (5) days after deposit of said notice in the mail.
12. Entire Agreement. This agreement shall constitute the entire agreement between
BrealT and City with respect to matters herein, and the same shall be deemed to
supersede any and all other oral or written representations or agreements which
may have been made by or entered into between BrealT and City.
13. Modifications and Amendments. No modification or amendment to this agreement
shall be deemed effective unless the same is in writing and executed by BrealT
and City subject to all requirements of law.
14 Execution of Agreement. This agreement may be executed in two (2) counterparts,
each of which shall, for all purposes, be deemed an original, and all of which shall
constitute one and the same agreement of BrealT and City.
15. Prohibition Against Transfer or Assignment. City shall not assign or attempt to
transfer any rights which it might have which arise from this agreement, without the
prior written consent of BrealT, any action in furtherance of any transfer or
assignment.
16. Termination, This Agreement may be terminated with or without cause by either
party at any time by providing the other party with ninety (90) days written notice of
termination. In the event of such termination, BrealT shall be compensated for
services rendered as of the date of termination.
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17. During the te, of the relationship between City and L �aIT, and for a one-year
period following termination of this agreement, City shall not hire any of BreafT's
employees or any other person placed on the job by BrealT. City agrees to
reimburse the City of Brea in the amount of $60,000 (per employee) in the event
this provision of the agreement is violated to restore the cost of recruiting and
training that employee. This amount is not to be construed as a Fee for hiring
BrealT resources, but as an agreed payment for damages incurred by BrealT in
such event.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of
the day and year first set forth above.
CITY OF BREA
By: l `�
Terry Matz, Assistant .fy Manager
CITY OF TE E CITY,
By
R
Exhibit A
Job Description of Technician I
Communicate, in an effective way, with non-technical users to resolve their computer problems.
Ability to coordinate the resolution of computer systems problems in a multi -vendor situation.
Work "off -hours" to implement systems upgrades and maintenance.
Diagnose and resolve PC hardware problems e.g. diagnose and replace a malfunctioning hard
drive or any other major component of the PC.
Install, configure printers on PC's and in a simple IAN environment.
Diagnose and resolve basic IAN infrastructure problems e.g. bad network cards. HUB port
problems, patch cords.
Diagnose and resolve Windows 981XP12003 and Windows NT1200012003 workstation operating
system problems.
Assist end-users with their questions or problems with Microsoft Word, Excel, PowerPoint,
Internet Explorer and Outlook.
Perform research and analysis to resolve technical problems with the above named software and
hardware systems.
Add users to a Microsoft NT/2000/2003 network operating system and change user's passwords
when necessary,
Perform systems backups and maintain backup tape rotations.
Exhibit B
Job Description of Technician II
Ability to perform all of the Technician I functions.
Diagnose and resolve advanced LAN problems that may involve network switches, firewalls,
routers, DNS servers, DHCP, WINS and TCP/IP.
Perform advanced procedures with the Microsoft NT1200012003 network operating system e.g.
install and configure PDCIBDC's.
Monitor and tune performance of servers and networking systems.
Test new equipment and software programs to determine compatibility with current equipment
and standards. Detect errors and suggest possible improvements and alternatives.
Analyze current computing environment and recommend more efficient processes.
Assist end-users in identifying and evaluating their technology needs, and developing and
implementing workable solutions.
Establish, coordinate and implement long-range information systems planning.
Monitor and analyze the efficiency and effectiveness of information systems and recommend
changes that will make them better.
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Exhibit C
Job Description of IT Supervisor
Meet with city representative on a regular basis not to exceed hours allotted
Prepare monthly schedule for BrealT personnel to cover city's contracted hours.
Schedule personnel to cover emergency call -outs.
Prepare billing on a monthly basis.
Handle all administrative duties of contract.
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City of Temple City — City of Brea (IT Services)
Agreement for Professional Services
Page 7 of 7
EXHIBIT "B" - COMPENSATION
(SEE ATTACHED - BREA IT CONTRACT AMENDMENT FY 2009-10,
CITY OF BREA, A MUNICIPAL CORPORATION)