HomeMy WebLinkAboutCC AG PKT 2007-05-14 #P
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AGENDA REPORT
DATE:
May 14,2007
TO:
Honorable Mayor and City Council
nnm:
Greg Beaubien, Interim City Manager
FROM:
Keith A. Evanoff, CIMA. CRP. CRRA
Director of Administrative Services/freasurer
SUBJECT:
Award of Contract for Comprehensive Information
Technology Support Services - Synoptek, Inc.
SUMMARY OF REQUEST:
That Council I) enter into a professional services agreement with Synoptek, Inc. to provide
comprehensive information technology support services for all departments of the City, and 2)
approve a budget amendment in the amount of $35,000 to cover anticipated costs through
6/3012007. Proposed services will encompass comprehensive management of all issues related
to technology needs, systems maintenance and user support.
Although Section 3.20.025.C, "Purchases Exempt from Bidding Requirements", of the City of
Seal Beach Municipal Code exempts professional services from the City's normal bidding
requirements, this proposed contract is the result of a Request for Proposal (RFP) process
through which all candidates submitted sealed price proposals.
BACKGROUND:
In November, 2003, the City entered into a professional services agreement with Quecore, Inc. to
provide maintenance and back-up services for the City's information technology (IT) systems,
networks and associated hardware. Quecore, Inc. was a partnership between two individuals
operating as a California S-Corporation. An additional agreement to provide website services
was signed with Quecore in February 2004. Both agreements subsequently expired in
November, 2006. The City has continued to operate under the terms of the agreements on a
month-to-month basis since that time.
Since the City's systems were becoming more complex, Staff obtained a third-party assessment
of the City's network and operating systems in December 2006. The assessment indicated that
the current level of technology service was not sufficient to manage the growing IT infrastructure
within the City and complexities at the Police Department.
As a result, Staff issued an RFP for comprehensive information technology support services in
early February 2007. This RFP was advertised in local and regional media to attract the widest
response. As a result, the City received responses from seventeen (17) regional firms. The RFP
also stipulated that all parties interested in submitting a proposal would be required to attend a
Agenda ItemL
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"Job Walk" that was established in order to allow all potential RFP responders an opportunity to
inspect the City's network systems, hardware, and overall set-up. The City also had the
opportunity to discuss current issues with the responders and answer any questions conceming
the scope of services required. All RFPs were due by March 15, 2007 and were to include a
separately sealed "not to exceed" price quote for services proposed. A total of six firms attended
the Job Walk and submitted official responses to the RFP.
These six firms were invited to give a formal presentation of their proposals to Staff on April 4-
5,2007. The interview panel consisted of the Assistant City Manager, City Clerk, Director of
Administrative Services, Director of Public Works, Police Lieutenant and the Information
Technology Manager from the City of Fullerton (serving as a third-party expert). From these six
firms, three top candidates were selected as finalists based on overall scope of services proposed,
level of expertise provided. the depth of corporate resources available, and the "not to exceed"
price proposal. The Assistant City Manager, Director of Administrative Services and Police
Lieutenant visited each finalist's corporate offices during the week of April 23 - 27, 2007 to
meet with the staff members to be dedicated to the City and discuss other details.
The top three finalists, along with proposed price quotes are highlighted below:
Qr"Anization
Synoptek, Inc.
Prosum, Inc.
City of Brea IT
Eff. Hourlv Base Cost
$67.48
$91.73
$95.83
Eff. Annual Cost
$240,000
$286,000
$299,000
Staff selected Synoptek, Inc. primarily as a result of their excellent service plan and outstanding
qualifications, in addition to experience working within other municipal environments. The:firm
also bad the lowest effective hourly rate of all candidates (based on a standard 260 hours per
month), although price was not the primary criteria for selection. Furthermore, the effective
annual cost of $240,000 is expected to decline to $216,000 (or $18,000 per month) after the first
twelve months. The higher cost in the first twelve months is due to the transition requiring
additional on-site hours over the first 4 months of operation.
FISCAL'IMPACT:
The current budget for information technology support services was established at $178,000.
This budget essentially covers the current cost of Quecore's regular services through June 30,
2007. Assuming a transition period between service providers and a May 28, 2007 start date for
Synoptek, the additional cost for the remainder of FY 2006/07 is estimated at $35,000. The
annual cost for the new contract is estimated at $240,000 for FY 2007/08 dropping to $216,000
in FY 2008/09.
RECOMMENDATION:
That Council approve I) the attached resolution authorizing the City Manager to execute the
Professional Services Agreement with Synoptek, Inc., and 2) the resolution approving Budget
Amendment Resolution 07-12 increasing the non-departmental contract professional services
account (001-019-44000) by $35,000.
Agenda Item
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KeIth A. Evanoff, CIMA, C ,
Director of Administrative Servicesffreasurer
NOTED AND APPROVED:
~.~_. 0..;
Greg Bea ien
Interim Ci Manager
Agenda Item
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RESOLUTION NUMBER
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
SEAL BEACH APPROVING THE PROFESSIONAL SERVICES
AGREEMENT BETWEEN CITY OF SEAL BEACH AND
SYNOPTEK, INC. FOR COMPREHENSIVE INFORMATION
TECHNOLOY SUPPORT SERVICES
The City Council of tho City of Soal Boach hOleby resolves as follows:
SECTION 1. The City Council hereby approves tho Professional Service. Agreement
bolWCen the City of Seal Beach and Synoptck, Inc for comprchcosive intonnation
lcChnololll' support.ervi....
SECTION 2. The ColDlcil hereby directs tho City Manager to execute tho Professiooal
Services Agreement with Synoptck, Inc.
PASSED, APPROVED AND ADDOPTED by the City Council of the City of Seal Beach
this 14th clay of Mav ,2007 by the following vote:
AYES: Council Members
NOES: Council Memb...
ABSENT: Council Members
e ABSTAIN: Council Members
Mayor
ATTEST:
City Clerk
STATE OF CAUFORNIA )
COUNTY OF ORANGE ) SS
CITY OF SEAL BEACH )
I, Lincla DC1Iinc, City Clerk of the City of Soal Beach, Califumia, do hereby certifY that
tho foregoing Resolution is the origioal copy of Resolution Nurobcr _ on fil. in tho
office of the City Clerk, possod, opprovod, and adopted by tho City COlDlcil ofth. City of
Soal Beocl1ata meeting thcrcofh.ld on tho --1i-clay of Mav. 2007.
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City Clerk
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RESOLUTION NUMBER_
A RESOLUTION OF TIlE CITY COUNCIL OF THE CITY OF
SEAL BEACH, CALIFORNIA, AUTHORIZING A BVDGET
AMENDMENT, NO. 07-12 FOR NON-DEPARTMENTAL
CONTRACT PROFESSIONAL SERVICES
WHEREAS, the fiscal year 200612007 budget mjuiros budgetary amondmonu IS
outlined below:
THE CITY COUNCIL OF THE CITY OF SEAL BEACH DOES HEREBY RESOLVE:
Tho budget for Contnet Professional SIlfYiCOll is horoby inc....ed as follows:
nR~CRIPI'ION
ACCOUNT
REVISE.'DI
ADOPTED
BUDGET
PROPOSED BUDGET (diff)
BUDGET AMENDMENT
Conlnlct Prof S.c OOHlI 9-44000
$207,000
$242,000
$3S,ooo
PASSED. APPROVED AND ADOPTED BY THE City Council of Seal Beach, al a
mooting hereof h.ld on the 14th day of Ma. , 2007 by the following .ot.:
AYES:
COUNCILMEMBERS
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NOES: COUNClLMEMBBRS
ABSENT: COUNCILMEMBBRS
ABSTAIN: COUNClLMEMBERS
Mayor
ATTEST:
City Clerk
STATE OF CALIFORNIA I
COUNTY OF ORANGE } SS
CITY OF SEAL BEACH I
I, Linda Devine, City Clerk for the City of Seal Beach, California, do horoby certify that
the foregoing rosolunons is the original copy of Resolunon Number_ on file in the
office of Ih. Cily Clerk, passed, approved and adopted by th. City Council of the City of
Seal Beach at a regular meeting hereof held on the 14th day of Ma. .2007.
City Clerk
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AGREEMENT FOR PROFESSIONAL SERVICES
Comprehensive Infonnatlon Technology Support Services
This AGREEMENT FOR PROFESSIONAL SERVICES is dated as of May 29, 2007,
and is entered by and between THE CITY OF SEAL BEACH, a municipal corporation ('CITY")
and SYNOPTEK, a privately held corporation, ('CONTRACTOR').
Recitals
WHEREAS, the CITY is authorized and empowered to employ consultants and
specialists in the performance of its duties and functions; and
WHEREAS, CITY desires to secure certain technical and professional services to assist
in the preparation and completion of the items of work described as 'Scope of Services" in
Exhibit A; and
WHEREAS, CONTRACTOR it is licensed, qualifted, and willing to provide such services
pursuant to terms and conditions of this Agreement.
NOW, THEREFORE, CITY and CONTRACTOR hereby agree as follows:
Tenns and Conditions
1. Construction. This Agreement is composed of the general terms and conditions
which shall apply, as applicable, to all goods and services furnished and performed by
CONTRACTOR pursuant to any Addendum(s) (collectively, the "Services"). Each Addendum
will contain additional terms and conditions with respect to the particular Services to be provided
hereunder, including a description of the Services and the Fees therefore, as well as any
modifications to the terms and conditions of this Agreement with respect to that Addendum.
Upon execution, each such Addendum, including any exhibits thereto, shall be deemed
attached as an addendum to, and incorporated into, this Agreement. In the case of any
ambiguity or conflict between this Agreement and any Addendum, the Addendum shall control.
2. SCOD8 of Servlc... The CONTRACTOR agrees to perform all services necessary to
complete in a manner satisfactory to CITY those tasks described in Exhibit A - Scope of
Services, for the cost identifted in Exhibit B - Project Fees. Incidental work related to the Scope
of Services and not provided for in Exhibit A may be needed during the performance of this
Agreement. The CONTRACTOR agrees to provide any and all additional services at the rates
identified in attached Exhibit C - Schedule of Fees. Such additional services shall not be
performed by CONTRACTOR without written consent of CITY.
3. Tenn of AGreement/Addendum's). The term of this Agreement shall commence on
the Effective Date and continue for two (2) ftscal years (the "TERM'), expiring June 30, 2009,
subject to extension or termination pursuant to the provisions of this Agreement. The City
Manager or his designated representative(s) may annually extend the terms of this Agreement
beyond the initial two-year period for four (4) additional one-year periods by written notice to
CONTRACTOR.
4. ComDensatlon. For services performed pursuant to this Agreement, CITY agrees to
pay and CONTRACTOR agrees to accept payment for services rendered in an amount not to
exceed Two Hundred and Forty Thousand Dollars ($240,000.00) annually. CONTRACTOR
shall be paid no later than thirty (30) days following submission of a written, verified billing to
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CITY. Said billings shall include the percentage of each task completed to date and since the
date of the preceding billing, if any. CITY shall have authority to contract with CONTRACTOR
for additional project work deemed necessary to fulfill the obligations of the Scope of Services
provided in this Agreement, not exceeding annual authorized budgetary limits for information
technology and related services. Additional work shall be compensated based on hourly fees
identified in Exhibit C.
6. T.nnlnatlon. Either party not in breach of this Agreement may terminate this
Agreement, or any Addendum, by written notice to the other party at any time prior to the
expiration of the applicable term if the other party fails to perform any material obligation,
warranty, duty or responsibility under this Agreement and such failure is not cured within thirty
(30) days following the receipt of a written notice of such failure by the breaching party. Upon
termination of this Agreement, all Addendums hereunder shall automatically terminate.
6. Authorized R.D.....ntatlves. CONTRACTOR shall assign its Chief Technology
Officer to serve as a key representative and CITY shall assign its Assistant City Manager and
Administrative Services Director as key representatives. Key representatives shall meet no less
than once a month to review performance provided under the Scope of Services and shall meet
more frequently upon the request of CITY representatives.
7. Confld.ntlalitv. Each party shall hold in confidence the other party's confidential and
proprietary information ("Confidential Information") using the same standard of care each party
exercises in protecting its own Confidential Information. Confidential Information of a party shall
include, by way of example, all trade secret or confidential information, procedures, production
methods and other methods of operation, products (including software), and business practices,
plans and strategies. No party will permit or authorize access to, disclosure of or use of the
other party's Confidential Information to any person or entity other than its officers, employees,
contractors and professional advisors who have a need to know such information consistent
with the rights and obligations of the recipient party with respect thereto and who are under an
appropriate burden of confidentiality with respect to such information. Each party shall promptly
notify the other in writing of the existence of any unauthorized access, knowledge, possession
or use of the other party's Confidential Information. The obligations of this Section shall not (i)
restrict any disclosure to government regulatory authorities to the extent required for compliance
with applicable laws and subject to such protective measures as may be available to preserve
the confidentiality of such information following disclosure, nor (ii) restrict any disclosure
required by law, such as in response to a request under the California Public Records Act or a
subpoena, nor (iii) apply to information that (a) is generally known to the public or readily
ascertainable from pUblic sources; (b) is independently developed by the recipient without
further reliance on Confidential Information of the other party; or (c) is obtained from an
independent third party that created or acquired such information without reliance on other
Confidential Information of the other party and free of any obligation to the other party. The
parties' non-clisclosure obligations and use restrictions hereunder shall continue indefinitely
beyond the termination or expiration of this Agreement, unless a different period of
confidentiality is specified in writing by the disclosing party.
8. Ind.D.nd.nt Contractor. Each party is an independent contractor under this
Agreement, and nothing herein shall be construed to create a partnership, joint venture, or
agency relationship between the parties hereto. At all times, the employees and contractors of
CONTRACTOR (collectively, "Personne'") shall be deemed employees and contractors, as
applicable, of CONTRACTOR, and CONTRACTOR shall be solely responsible for paying all
employment taxes, unemployment insurance, disability and other taxes and fringe benefits, as
applicable thereto.
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9. Personnel. CONTRACTOR shall be solely responsible for assigning its Personnel to
perform the Services under this Agreement. If CITY has any legal objections to any of the
Personnel assigned hereunder during their performance of Services for CITY, CITY may give
CONTRACTOR written notice of any such objections and, within five (5) days of receipt thereof
by CONTRACTOR, the parties will confer regarding CITY's concerns. If the matter cannot be
resolved to CITY's reasonable satisfaction, CONTRACTOR will remove the identified Personnel
and assign new Personnel as soon as practicable to replace the identified Personnel. In the
event of any such requested replacement, CONTRACTOR will be relieved from any applicable
delivery schedule impacted by such replacement until such time as the replacement Personnel
can be sufficiently trained to meet the applicable assignment requirements.
10. Asslanment. Neither party may assign its rights or obligations under this Agreement
without the prior written consent of the other party; provided, however, that either party may
assign this Agreement without such consent in the case of a merger, consolidation, sale of all or
substantially all of such party's assets or any other transaction in which more than fifty percent
(50%) of such party's voting securities are transferred.
11. Notices. All notices and other communications required or permitted to be given
under this Agreement shall be in writing and shall be considered effective when deposited in the
U.S. mail, postage prepaid, and addressed to the appropriate party at the address noted below,
unless by notice to the other party a different address shall have been designated.
SYNOPTEK
Address:
1932 East Deere Avenue, Suite 150
Santa Ana, CA 92705
Robert Whiton, President
Attention:
CITY OF SEAL BEACH
Address:
211 8th Street
Seal Beach, CA 90740
June Yotsuya, Assistant City Manager
Keith Evanoff, Administrative Services Director
12. Choice of Law. All issues concerning the validity, operation, interpretation, and
construction of this Agreement will be governed by and determined in accordance with the laws
of the State of California without regard to its conflicts of law rules. The parties expressly waive
the application of the United National Convention on Agreements for the International Sale of
Goods.
Attention:
13. DI_Dum Resolutions: Arbitration: Inlundlve Relief: Remedies. Both Parties
agree to meet and confer in good faith on all matters of common interest, including resolution of
any dispute that may arise out of or related to this Agreement. In the event that a dispute cannot
be resolved by and between the parties, the parties agree that any such dispute shall first be
submitted to mediation administered by the American Arbitration Association under its
Commercial Mediation Rules. If the dispute is not resolved by such mediation within thirty (30)
days of the commencement of such mediation (whiCh period may be extended by agreement of
the parties in writing), the parties agree to submit the dispute to binding arbitration under the
Commercial Rules of the American Arbitration Association. Each such mediation and Arbitration
shall be held in the County of Los Angeles, California. Without limiting the foregoing, where a
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party makes a good faith determination that a breach of the terms of this Agreement by the
other party (including breaches of confidentiality or infringement of proprietary rights) is such
that a temporary restraining order or other injunctive relief is the only appropriate and adequate
remedy, such party may proceed with such injunctive relief in any court having jurisdiction
without first resorting to internal dispute resolution, mediation and arbitration as described in this
Section. Except as otherwise expressly set out in this Agreement, no specific remedy under this
Agreement shall limit a party's right to seek other remedies available to it at law or in equity.
14. Waiver: Survlvebllitv. Neither party shall, by lapse of time, without giving notice or
taking other action hereunder, be deemed to have waived any breach by the other party of any
of the provisions of this Agreement. Further, any waiver by either party of a particular breach of
this Agreement shall not be construed as a continuing waiver of such breach or of other
breaches of this Agreement. Any provision of this Agreement intended to survive the termination
or expiration of this Agreement shall so survive termination or expiration.
15. InteGration: Modification. This Agreement, including all Addendums attached
hereto and made part of this Agreement in accordance with Section 1, shall constitute the entire
Agreement between the parties with respect to the subject matter hereof, supersede all prior or
contemporaneous Agreements or communications (oral or written), and may not be modified
except by a Agreement in writing dated subsequent to the Effective Date and signed on behalf
of both parties by their respective authorized representatives. The terms 'including', 'includes',
"for example' and 'e.g.", etc., as used in this Agreement shall mean "including without
limitation'.
16. Foree Maleure. Neither party shall be liable under this Agreement for any loss or
damage to the other party due to delay in delivery or other performance failures resulting from
any cause beyond the first party's reasonable control. Such causes shall include compliance
with court orders, civil or military authority, acts of God, acts of the public enemy, acts or
omissions of the other party which resulted in the delay, electrical power surges or current
fluctuations, lightning strikes, fires, floods, strikes, lockouts, embargoes, wars, acts of terrorism,
fuel shortages, riots, insurrections, defaults or delays of suppliers, delays in transportation and
losses or damages of goods in transit. The delayed or non-performing party's time for
performance shall be extended by the period of any delay resulting from any such cause
beyond the party's control, plus a reasonable period to accommodate adjustment to such
extension. Notwithstanding the above, both parties shall use their commercially reasonably
efforts to minimize the adverse consequences of any such condition.
17. Publicitv. CITY agrees that CONTRACTOR may identify and list CITY as a city on
CONTRACTOR's city lists and marketing brochures, including on CONTRACTOR's website.
Except for the foregoing, each party agrees not to publish or use the other party's name or
marks (including trademarks and logos) in any advertising, promotion, press release or other
media without the other party's coordination and consent.
18. Severability: Countemarts. If any part, term or provision of this Agreement shall be
held unenforceable, invalid or in conflict with any law of any governmental authority having
jurisdiction over this Agreement, the validity of the remaining portions or provisions hereof shall
not be affected thereby shall continue in full force and effect. This Agreement may be executed
in any number of counterparts, all of which taken together shall constitute a single agreement
between the parties.
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19. Illdemnltlcallon: limitation of L1abllltv: DISCLAIMER.
Ca) Indemnification. Each party will indemnify, defend and hold harmless the
other party (including its legal representatives, employees, agents, shareholders and officers)
from any third party claim for loss, damages, liabilities or expenses (including actual attomeys'
fees and legal costs) arising out of or resulting from the performance or non-performance of a
party of its obligations under this Agreement or from any act or omission of a party or its
employees or contractors hereunder. In the event of any such claim that the Services or Wor1<
Product (as defined in Section 8) provided by CONTRACTOR to CITY infringe upon the
intellectual or proprietary rights of any third party, then, except where such infringement results
from (i) the unauthorized modification or use of the Services or Work Product by or for CITY or
(i1) the operation or use of same with any other software or hardware selected by or for CITY,
CONTRACTOR shall do one of the following, at its option and expense: (1) obtain for CITY the
right to continue to use the applicable goods or services, or (2) replace or modify the same with
functionally equivalent, non-infringing and compatible goods or services, as applicable. Each
party agrees to notify the other at any time that it is appraised of any such third party claim and
agrees to cooperate in a reasonable manner with the other party with respect to the defense
and disposition (including settlement) of such claim.
(b) Limltallon of Liability. In no event shall the total liability of either party for
any actual, direct damages arising out of or relating to the use of the Services provided
hereunder or the performance or non-performance of a party under this Agreement, whether in
contract or in tort (including breach of warranty, negligence and strict liability), exceed, in the
aggregate, the total amount of payments received by CONTRACTOR from CITY under the
applicable Addendum(s) giving rise to such liability. Further, in no event shall either party be
liable for indirect, exemplary, punitive, special of consequential damages of any kind (including
loss of anticipated profits, savings or data) incurred or suffered by the other party arising from
any breach of this Agreement, even if advised of the possibility of such loss or damages.
Notwithstanding the foregoing, the provisions of this subsection (b) shall not be construed as
limiting the extent or applicability of a party's liability for breach of its confidentiality obligations,
hereunder or any intentional misconduct of a party; nor shall this subsection (b) limit either
party's obligation to indemnify the other party for third party claims pursuant to subsection (a).
(c) DISCLAIMER. EXCEPT AS EXPRESSLY SET OUT HEREIN, NEITHER
PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, INCLUDING
ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE WITH RESPECT TO THE SERVICES OR WORK PRODUCT PROVIDED
HEREUNDER.
20. Insurance. Contractor shall have insurance as follows:
(a) General L1abllltv. (including premises and operations, contractual liability,
personal injury, independent contractors liability). CONTRACTOR shall at all times during the
term of this Agreement carry, maintain, and keep in full force and effect, a policy or policies of
comprehensive General liability insurance, with limits of One Million Dollars ($1,000,000.00) 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 or omissions of CONTRACTOR, its
officers, employees, agents and independent contractors. If such insurance contains a general
aggregate limit, either the general aggregate shall apply separately to this project, or the general
e aggregate limit shall be two (2) times the occurrence limit.
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(b) Automobile LiabilItY. CONTRACTOR shall at all times during the Term of
this Agreement also carry, maintain, and keep in full force and effect a policy or policies of
commercial automobile liability insurance with a combined single limit of One Million Dollars
($1,000,000.00), single limit, per occurrence for bodily injury and property damage, which will
cover the drivers and automobiles used to perform Services pursuant to this Agreement. Such
insurance shall include coverage for owned, non-owned, and hired automobiles.
(c) Wo_ra' ComD8nsatlon. CONTRACTOR shall, to the extent required by
state law, provide Workers' Compensation Insurance, including employer's liability coverage, for
the protection of CONTRACTOR's employees, with a minimum limit of One Million Dollars
($1,000,000) or the amount required by law, whichever is greater. CONTRACTOR shall file a
certificate of insurance which evidences that CONTRACTOR is in compliance with said
Workers' Compensation Insurance requirement. CONTRACTOR shall require all subcontractors
similarly to provide such Workers' Compensation Insurance and certificates of insurance for
their respective employees.
(d) Professional LiabilItY or Errora & Omissions Insurance. CONTRACTOR
shall at all times during the term of this Agreement carry, maintain, and keep in full force and
effect, a policy or policies of Professional Liability or Errors and Omissions Insurance as
appropriate written on a policy form coverage specifically designed to protect against acts,
errors or omissions of CONTRACTOR and 'Covered Professional Services' as designated in
the policy must specifically include work performed under this Agreement. The policy limit shall
be no less than One Million Dollars ($1,000,000.00) per claim and in the aggregate. The policy
must 'pay on behalf or the insureds and must include a provision establishing the insurer's duty
to defend the insureds. The policy retroactive date shall be on or before the effective date of
this Agreement.
(e) Additional Insurance Reoulrements. CONTRACTOR agrees that if it does
not keep the aforesaid insurance in full force and effect CITY may either immediately terminate
this Agreement for default by CONTRACTOR, or, if insurance is available at reasonable cost,
CITY may take out the necessary insurance and pay, at CONTRACTOR expense, the premium
thereon.
The general liability policy shall be endorsed to state that CITY, its officers, officials,
employees, agents, representatives and volunteers (collectively hereinafter 'City and City
Personnel') shall be covered as additional insureds with respect to the work or operations
performed by or on behalf of CONTRACTOR, including materials, parts or equipment furnished
in connection with such work. The automobile liability policy shall be endorsed to state that City
and City Personnel shall be covered as additional insureds with respect to the ownership,
operation, maintenance, use, loading or unloading of any automobile owned, leased, hired or
borrowed by CONTRACTOR or for which CONTRACTOR is responsible.
The insurance provided by CONTRACTOR shall be primary to any coverage available to
CITY and shall provide that any insurance or self-insurance maintained by City or City
Personnel shall be in excess of CONTRACTOR's insurance and shall not contribute with it.
The insurance provided by CONTRACTOR shall be endorsed to state that the insurer
shall waive all rights of subrogation against City and City Personnel.
The policy or policies required herein shall be issued by an insurer admitted in the State
e of California with a rating of at least B+, VII in the latest edition of A.M. Best's insurance guide.
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The certificates and endorsements for each insurance policy shall be signed by a person
authorized by that insurer to bind coverage on its behalf. The certificates shall also specifically
state that the coverage contained in those policies affords insurance in compliance with the
terms and conditions as set forth in this Agreement.
(I) Deductlbles. Any deductibles or self-insured retentions must be declared to
and approved by CITY prior to the execution of this Agreement by CITY. At the option of CITY,
either the insurer shall reduce or eliminate the deductibles or self-insured retentions as respects
CITY, or CONTRACTOR shall procure a bond guaranteeing payment of losses and expenses.
(g) Notice of Policy Chanaes. Each such insurance policy shall be endorsed
to state that coverage shall not be suspended, voided, cancelled, reduced in coverage or in
limits, non-renewed, or materially changed for any reason, without thirty (3D) days prior written
notice thereof given by the insurer to CITY by U.S. mail, certified, or by personal delivery. In
addition to such notice provided to CITY by the insurer, CONTRACTOR shall also provide CITY
with thirty (3D) days prior written notice, by certified mail return receipt requested, of the
suspension, voiding, cancellation, reduction in coverage or in limits, non-renewal, or material
change for any reason, of any such insurance policy or policies.
(h) Evidence of Coveraae. Prior to commencement of work, and at all times
during the term of this Agreement, CONTRACTOR shall maintain on file with the City Clerk a
certificate or certificates of insurance showing that the aforesaid policies are in effect in the
required amounts, the additional insureds are named therein, and the policies cannot be
canceled, reduced or otherwise modified except on thirty (3D) days written notice by the
insurance cerrier to the CITY. The duplicate originals and original endorsements for each
insurance policy shall be signed by a person authorized by that insurer to bind coverage on its
behalf. The certificetes shall also specifically state that the coverage contained in those policies
affords insurance in compliance with the terms and conditions as set forth in this Agreement.
The procuring of such insurance or the delivery of duplicate originals and endorsements
evidencing the same shall not be construed as a limitation on CONTRACTOR's obligation to
indemnify City and City Personnel.
Nothing contained herein shall be construed as limiting in any way
CONTRACTOR's obligations of indemnification under Section 13 or any other extent to which
CONTRACTOR may be held responsible for payment of damages to persons or property
resulting from its operations, including operations and work performed or materials supplied by
or on behalf of CONTRACTOR, any subcontractors or by anyone directly or indirectly employed
by any of them.
21. OwnershiD. Except as may be otherwise agreed by the parties in an Addendum with
respect to any software or other work product identified therein, CITY shall own all rights in and
to all software and other work product (collectively, "Work Product") developed by
CONTRACTOR for CITY, including all intellectual property and proprietary rights thereto. To the
extent any Work Product is not considered a "work for hire," CONTRACTOR agrees to assign
and will assign and transfer, and will cause its Personnel (as defined Section 9) to so assign
and transfer, to CITY all of its and their rights in and to such Work Product. To the extent
applicable, CITY hereby grants to CONTRACTOR a nonexclusive, royalty free license to use
the Work Product in performing the Services during the term of the appliceble Addendum{s).
Further,. to the extent required by CONTRACTOR to perform the Services, CITY will be
responsible for obtaining all required consents (including paying any license, transfer or upgrade
fees) for CONTRACTOR and its Personnel to access and use CITY's equipment and software,
including any leased equipment and third party software, during the term. If CONTRACTOR is
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requested by CITY to provide any CONTRACTOR proprietary software or other work product
developed by CONTRACTOR either prior to or independent of this Agreement, the parties will
negotiate in good faith for a license for CITY to use such software or other work product.
Without limiting the foregoing, nothing contained in this Agreement shall be considered to
restrict CONTRACTOR from any use of any ideas, concepts, methodologies, processes,
technologies or other know-how relating to the Services hereunder which CONTRACTOR,
individually or jointly with Company, develops or discloses under this Agreement.
22. Authorized Purchaslna. CITY, upon its discretion, may authorize CONTRACTOR
to act on its behalf as purchasing resource for information technology hardware and/or software
identified as necessary for the performance of the Scope of Services and provided for in CITY
budget. CONTRACTOR shall follow CITY standard policies and purchasing prectices.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly execuled
by their authorized representatives effective as of the Effective Date set forth above.
City of Sui Beach Authorized amcer
By:
Name:
Title:
Date:
Synoptek Authorized Officer
By:
Name:
Title:
Date:
Approved .s to Form:
City Attorney
Attest:
City Clerk
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Exhibit A - Scope of Services
The City of Seal Beach's 'Request for Proposal for Comprehensive Infonnation Technology
Services' dated March, 2007 and the Synoptek's 'Proposal for IT Infrastructure Outsourcing and
Managed Services Prepared for the City of Seal Beach' dated March 15, 2007 is incorporated
herein by reference.
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Exhibit B - Project Fees
Synoptek's 'Pricing and Service Level Objectives' is incorporated herein by reference. As
identified in the referenced document, Synoptek will charge the following:
Estimated Hours for First 120 Days -
Cost of Contract per Month for First 120 Days-
Estimated Hours. Steady Rate -
Cost of Contract per Month Following First 120 Days -
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370 hours
$24,000.00/mo
260 hours
$18,000.00/mo
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Exhibit C - Schedule of Professional Fees
Synoptek's 'Pricing and Service Level Objectives' is incorporated herein by reference. As
identified in the referenced document, Synoptek will charge the following:
Project Management Services: Part-Time Project
Management per Hour -
Senior Project Engineer: Full-Time On-Site
Engineer per Hour -
$125/hour
$125/hour
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