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HomeMy WebLinkAboutCC AG PKT 2009-01-26 #GAGENDA STAFF REPORT DATE: January 26, 2009 TO: Honorable Mayor and City Council THRU: David Carmany, City Manager FROM: Robbeyn Bird, CPA Director of Administrative Services SUBJECT: FIRST AMENDMENT TO CONTRACT FOR COMPREHENSIVE INFORMATION TECHNOLOGY SUPPORT SERVICES - SYNOPTEK, INC. SUMMARY OF REQUEST: Staff recommends that the City Council approve the revised professional services agreement between the City and Synoptek, Inc. BACKGROUND: On May 14, 2007, the City Council approved a professional services agreement with Synoptek, Inc. to provide comprehensive information technology support services for all City departments. The agreement is in effect until June 30, 2009 at which time the City can opt to renew the contract for four additional one-year periods. Robert R. Whiton, President/COO of Synoptek, recently contacted the City proposing that an amendment to the agreement be approved for an item that was inadvertently left out of the original agreement. The only change to the existing agreement is in Section 23 of the attached agreement labeled Employment Recruitment. This section basically states that the City will not recruit and hire Synoptek's staff and vice versa. FINANCIAL IMPACT: There is no financial impact to the City. Agenda Item G Page 2 RECOMMENDATION: Staff recommends that the City Council approve the revised professional services agreement with the addition of Section 23 prohibiting either party from recruiting and hiring staff of the other party. SUBMITTED BY: ~'~Mv +:1"~"A Robbeyn Bi d, CPA Director of Administrative Services NOTED AND APPROVED: ~/G-~ David Carmany, City Manager Attachments: A. Professional Services Agreement RESOLUTION NUMBER 5834 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEAL BEACH, CALIFORNIA APPROVING THE SYNOPTEK AMENDED PROFESSIONAL SERVICES AGREEMENT WHEREAS, the City is authorized and empowered to employ consultants and specialists in the performance of its duties and functions; and WHEREAS, on May 29, 2007, City Council approved a contract for Comprehensive Information Technology Support Services; and WHEREAS, City desires to add Section 23 entitled "Employment Services" to the existing contract. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SEAL BEACH DOES HEREBY RESOLVE: Section 1. The City Council hereby approves the revised agreement for Comprehensive Information Technology Support Services; and Section 2. The City Council hereby directs the City Manager to execute the revised agreement for Information Technology Services with Synoptek, Inc. PASSED, APPROVED AND ADOPTED by the City Council of Seal Beach, at a meeting hereof held on the 26th day of January , 2009 by the following vote: AYES: COUNCILMEMBERS NOES: COUNCILMEMBERS ABSENT: COUNCILMEMBERS ABSTAIN: COUNCILMEMBERS Mayor ATTEST: City Clerk STATE OF CALIFORNIA } COUNTY OF ORANGE } SS CITY OF SEAL BEACH } I, Linda Devine, City Clerk of Seal Beach, California, do hereby certify that the foregoing resolution is the original copy of Resolution Number 5834 on file in the office of the City Clerk, passed, approved, and adopted by the City Council of the City of Seal Beach, at a regular meeting thereof held on the 26th day of January , 2009 City Clerk AGREEMENT FOR PROFESSIONAL SERVICES Comprehensive Information Technology Suppon` 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 is licensed, qualified, and willing to provide such services pursuant to terms and conditions of this Agreement. NOW, THEREFORE, CITY and CONTRACTOR hereby agree as follows: Terms 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. Scope of Services. 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 identified 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. Term of Aareemenf/Addendum(sl. The term of this Agreement shall commence on the Effective Date and continue for two (2) fiscal 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. Compensation. 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 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. 5. Termination. 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 Representatives. 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. Confidentiality. 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-disclosure 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. S. Independent 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, "Personnel") 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. 2 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. Assignment. 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 Attention: Robert Whiton, President CITY OF SEAL BEACH Address: 211 8th Street Seal Beach, CA 90740 Attention: 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. 13. Disaute Resolutions: Arbitration: Injunctive 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 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: Survivability. 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 parry 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. Force Maieure. 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. Publici .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. Severabilitv; Counterparts. 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. 4 19. Indemnification; Limitation of Liabilitv; DISCLAIMER. (a) 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 attorneys' 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 Work Product (as defined in Section S) 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 (ii) 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) Limitation of Liabilitv. 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 Liabilitv. (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 aggregate limit shall be two (2) times the occurrence limit. (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) Workers' Compensation. 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 Errors & 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 of" 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 Requirements. 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 of California with a rating of at least B+, VII in the latest edition of A. M. Best's insurance guide. 6 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. (f) Deductibles. 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 Policv Chances. 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 (30) 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 (30) 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 Coverage. 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 (30) days written notice by the insurance carrier 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 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. 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. Ownership. 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 applicable 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, transferor 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 7 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 Purchasing. 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 practices. •23. Emalovment Recruitment. CITY acknowledges that CONTRACTOR provides a valuable service by identifying and assigning personnel to provide Services to CITY. CITY further acknowledges that CITY would receive substantial additional value and CONTRACTOR would be deprived of the benefits of CONTRACTOR work force if CITY were to directly hire CONTRACTOR personnel after they have been introduced to CITY. As such, CITY shall not, without the prior written consent of CONTRACTOR, recruit, solicit, induce, or attempt to induce any employee or any personnel of CONTRACTOR who are or have been assigned to perform services during the Term of this Agreement (including any temporary employee or contractor) to leave the employ of CONTRACTOR to become connected in any way with, or employ or utilize any such employee in, any business of the CITY or any related business. CONTRACTOR hereby agrees that it will not solicit, induce, or attempt to induce any employee (including any temporary employee or contractor) of CITY to leave the employ of CITY to become connected in any way with, or employ or utilize any such employee in, any business of CONTRACTOR. (amended Ol -26-09) IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their authorized representatives effective as of the Effective Date set forth above. City of Seal Beach Authorized Officer By: Name: David Carmanv Title: Citv Manager Date: Synoptek Authorized Officer By: G Name: Eric Cordoniz Title: Chief Technologv Officer Date: 01 /22/09 8 Approved as to Form: City Attorney Attest: City Clerk 9 Exhibit A -Scope of Services The City of Seal Beach's "Request for Proposal for Comprehensive Information 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. 10 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 - 370 hours $24,000.00/mo 260 hours $18,000.00/mo 11 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 - $125/hour Senior Project Engineer: Full-Time On-Site Engineer per Hour - $125/hour 12