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HomeMy WebLinkAboutStaff Report 289-05SECTION 4. Agency's Obligations. 4.1 Agency shall perform those obligations of Agency described in Exhibi t "A". SECTION 5. Compensation. Agency agrees to pay Palo Alto for IT Support Services, including onsi te . technician support as described on Exhibi t "B" at the annual rate of One Hundred Eight Eight Thousand Dollars ($188,000), payable in twelve (12) equal monthly installments. Agency agrees to pay Palo Alto for IT consulting services at the hourly rates set forth in Exhibit "B" and as provided in paragraph 5.4. Any additional services shall be billed to Agency at: the rates set forth in Exhibit "B-1". The amount for all services shall not exceed the highest one (1) year overall contract cost estimate as set forth in Exhibit "B- 1." 5.2 If this contract is extended by the parties pursuant to Section 1, the compensation rate paid to Palo Alto shall be Palo Alto's rates as set forth in Exhibit "B" adjusted by an amount not to exceed the change in Consumer Price Index for all urban consumers (San Francisco-Oakland-San Jose, CA). 5.3 It is understood and agreed by the parties that the compensation described in Paragraph 5.1 does not include after hours priority on-call services or on site Technician Services after 21 hours per week which shall be billed at One Hundred Dollars ($100) per hour, with a one hour minimum. It is also understood and agreed by the parties that compensation in paragraph 5.1 does not include extra consulting services not included within the services described in Exhibit "A", which shall be billed in accordance with the rates set forth in Exhibit "B". Palo Alto shall submit billing statements to Agency no more often than monthly, and payment shall be due within thirty (30) days from the invoice date. Payments shall be sent to: Chief Information Officer City of Palo Alto 250 Hamilton Avenue Palo Alto, CA 94301 Any payments not received on or before the date when payment is due shall accrue interest between the date when payment is due and the date payment is received at the prevailing rate of return earned by Palo Alto's investments during that period. 050613 8m 0100373 2 through a source other than receiving party; was known to the rece~v~ng party as of the time of its disclosure; or is independently developed by the receiving party; or is subsequently learned from a' third party not under a confidentiality obligation to the providing party; or is required to be disclosed pursuant to court order or government whereupon the receiving party shall provide notice to the other party prior to such disclosure. SECTION 8. No Warranty. No warranties, whether express or implied, including, without limitation, the implied warranties of merchantability and fitness for a particular purpose, are made by City and City makes no warranties with respect to hardware equipment or software or for the installation thereof. In no event will City be liable to Agency or any other party for any loss, including time, money, goodwill or any form of special, incidental or consequential damages, which may arise from the use, operation or modification of the work performed or product (s) produced under this Agreement by City. SECTION 9. Notices. All notices shall be submitted, in writing, and sent by the United States mail, certified and postage prepaid; by private express delivery service; by facsimile transmission followed by deli very of hard copy; or by any other process mutually acceptable to the parties to the addresses stated below or to any other address noticed in writing. PALO ALTO: City Clerk City of Palo Alto 250 Hamilton Avenue Palo Alto, CA 94301 with a copy to: Chief Information Officer City of Palo Alto 250 Hamilton Avenue Palo Alto, CA 94301 AGENCY: City Manager City of East Palo Alto 2415 E. University Avenue East Palo Alto, CA 94303 SECTION 10. Miscellaneous. 10.1 This Agreement shall be governed by and construed in accordance wi th the laws 0 f the s ta te of Cali fornia . Any 050613 sm 0100373 4 IN WITNESS WHEREOF, the parties have executed this Agreement in Palo Alto, County of Santa Clara, California, on the date first above stated. "PALO ALTO" CITY OF PALO ALTO Mayor ATTEST: City Clerk APPROVED AS TO FORM: Senior Asst. City Attorney APPROVED: Assistant City Manager Interim Chief Information Officer Director of Administrative Services Attachment: "AGENCY" CITY OF EAST PALO ALTO Mayor ATTEST: City Clerk APPROVED AS TO FORM: City Attorney Exhibit "A": Scope of Services Exhibit "B": Exhibit "B-1": 050613 8m 0100373 Fee Summary Sheet Estimated Cost of Services 6 ATTACHMENT B AGREEMENT FOR INFORMATION TECHNOLOGY SERVICES BETWEEN THE CITY OF PALO ALTO AND THE CITY OF LOS ALTOS This Agreement for Information Technology Services is made this __ day of , 2005, by and between the City of Palo Alto ("Pal.o Alto") and the City of Los Altos ("Agency"). RECITALS WHEREAS, Palo Alto has an established information technology operation; and WHEREAS, Agency has no current facilities or ability to provide those required information technology services, and has requested that Palo Alto provide information technology services within the jurisdiction of Agency, and for the citizens of Agency; and WHEREAS, Palo Ai to has the capacity to provide such services to Agency as are hereinafter described, and is willing to do so. NOW, THEREFORE, in consideration of the following covenants, terms, and conditions, the parties agree: SECTION 1. ,Term. The term of this' Agreement shall be for twelve (12) months commencing on July 1, 2005, and shall terminate on June 30, '2006. The term of this Agreement may be extended for two additional one-year terms by mutual written agreement of the parties. SECTION 2. Termination by Either Party. Either party may terminate this agreement at any time, with or without cause, by providing thirty (30) days written notice of intent to terminate. In any event of termination under this paragraph, Palo Alto shall be paid for all services performed until such termination. SECTION 3. Scope of Services. Palo Ai to shall perform those services set forth in Exhibit "A", entitled "Scope of Services", and as further described in Exhibit "A-l" entitled "Service Level Agreement", both of which are attached to and made a part of this Agreement. 050613 nra 0100372 1 5.5 The parties may amend this agreement to include additional services not descr1bed in Exhibit "B", such as, but not limited to, website design, at mutually agreeable rates. 5.6 In the event of early termination of this agreement, in accordance with Section 2, Palo Alto shall bill Agency for its work performed under this agreement in the final month during which such termination is effective. SECTION 6. Indemnification and Hold Harmless. Agency acknowledges that its citizenry desires provision of all services set forth in Section 3, but that it has no present ability to provide those services and has requested that Palo Alto provide such services. Therefore, Agency expressly agrees to defend, indemni fy and hold harmless Palo Alto, its officers, employees, and agents from any and all demands, claims, liabilities, losses, charges, costs, or damages caused by or arising out of Palo Alto's acts or omissions in the performance of this agreement, with the exception of Palo Alto's sole negligence or intentional misconduct. SECTION 7. Confidentiality. 7.1 The parties acknowledge that in the course of and as a consequence of this Agreement, they each may be exposed to or acquire information that is proprietary to or confidential to the other party or its contractors. The parties agree that they will each notify the other of any such proprietary or confidential information, and shall hold such information in strict confidence and shall not copy, reproduce, sell, assign, license, market, transfer, give or otherwise disclose such information to third pa~ties or use such information for any purposes whatsoever, wi thoutthe express written permission of the other party, other than for the provision of services under this Agreement. The parties agree to advise each of their ·employees, agents, and representatives of their obligations to keep such information confidential. All such confidential or proprietary information described herein and any deliverable provided hereunder, in whatever form, ar~ hereinafter collectively referred to as "Confidential Information." The parties shall use their reasonable ef.forts to assist each other in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limitation of the foregoing, the parties shall use reasonable efforts to advise each other immediately in the event that either learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the 050613 nra 0100372 3 EXHIBIT "A" SCOPE OF SERVICES "Basic Services" Palo Alto shall provide, information technology services to the City of Los Altos ("Agency"), as hereinafter set forth. The services to be provided are described as Help Desk Services and On- Site Support Services. , 1. Help Desk Services. Palo Alto shall provide Help Desk Services to cover the Agency, as follows: a. Palo Alto shall provide IT help desk coverage, Monday through Friday, between the hours of 8:00 a.m. and 5:00 p.m. b. Palo Alto shall provide a single contact number for all help desk related requests. c. Palo Alto shall provide to Agency quarterly reports of all help desk requests for needs and trends analysis. 2. On-Site Support Services. Palo Alto shall provide On-Site Support Services as follows: a. Palo Alto shall schedule an IT Technologist to provide on site support and coverage, on a "request for service" basis, Monday through Friday, between the hours of 9:00 a.m. and 1 :00 p.m. b. On-Site support between the hours of 1 :00 p.m. and 9:00 a.m. shall be provided on an on-call basis at a normal hourly rate between the hours of 8:00 a.m. and 9:00 a.m. and between the hours of 1 :0,0 p.m. and 5:00 p.m. After hours support after 5:00 p.m. and 8:00 a.m. shall be billed at an "after hours" rate as set forth in Exhibit B. 3. Website Services. Palo Alto shall provide website maintenance services to the Agency as follows: a. Palo Alto will provide website maintenance up to 6 hours per month at the hourly rate set forth in Exhibit B. b. Additional website maintenance beyond the 6 hours per month will be, provided as agreed at the hourly rate set forth in Exhibit B. 4. Personnel. Palo Alto shall provide the necessary Information Technology personnel to service Agency as set out in Section 1 and 2 of this Exhibit "A". Information Technology personnel are employees of Palo Alto. Agency agrees to not hire or attempt to hire these Information Technology personnel. 5. Facilities. Agency shall provide on-site office space as necessary for Information Technology personnel to service Agency as set out in Section 1 and 2 of this Exhibit "A". 6. EqUipment. Palo Alto shall provide its staff use of a vehicle and personal office equipment as needed. Priorities: Priority llEmergency -Severe problem resulting in complete work stoppage for a large number of customers (10 or more) Or, complete loss of service to a location, complete loss of a critical application or server that impacts a large number of customers. Response: Resolution: Update: 20 minutes during prime hours (M-F 8AM -5PM) 30 minutes off-hours, holidays and weekends Onsite response (if needed) within 1 hour 2-8 hour resolution time (pending vendor escalation) Hourly or as scheduled with customer Priority llEmergency Equipment! Applications: CAD/CJIC Connectivity/SLETS CLETS ConnectivitylRMSIIFAS Priority 2IHigh -Loss of non-critical application or service, partial loss of service to a location. Application or service is available but in a degraded mode. Work around is feasible or loss of service for short time is acceptable. Impacts a small group or complete work stoppage for an individual. Response: 1-2 hours during prime hours (M-F 8AM -5P¥) Resolution: 1 day Update: Hourly or as scheduled with customer Priority 2IHigh Equipment! Applications: Exchange (internal and external)lBuilding Permits/ADPIMDCs Priority 3IMedium -Moderate business impact; issues have affected customer productivity. Work around may exist or problem is for non-business-critical task. Response: 4-8 hours Resolution: 3 business days Update: Customer is notified when complete Priority 3/Medium Equipment! Applications/Requests: GISlBusiness Licenses/lnternet ConnectivitylWeb site availability Request for routine service, password or terminal reset, printing problems, assistance of desktop applications, hardware, or peripherals. Priority 4/Low -Limited business impact. Request can be scheduled. Response: 1 business day Resolution: 5 business days Update: Customer is notified when complete Priority 4ILow Equipment!Applications/Requests: Muni MetricsITRAKlMeagan's Law/ Request for program enhancement or modifications, account add/change/delete, installation of desktop hardware or software, preventative maintenance~ • Note -all priorities are subject to change pending agreement between City of Palo Alto and customer. • Customer must confirm the priority level needed on all requests. Service Level Agreement pg4