CC 2014-07-08_08.f. Agreement with CIO SolutionsMEMORANDUM
TO: CITY COUNCIL
FROM: KELLY WETMORE, DIRECTOR OF LEGISLATIVE AND INFORMATION
SERVICES/CITY CLERK
BY: WALT CUZICK, INFORMATION TECHNOLOGY MANAGER
SUBJECT: CONSIDERATION OF AN AGREEMENT
SERVICES FOR STRATEGIC SUPPORT
INFORMATION TECHNOLOGY ENVIRONMENT
DATE: JULY 8, 2014
RECOMMENDATION:
FOR
OF
CONSULTANT
THE CITY'S
It is recommended the City Council approve and authorize the Mayor to execute an
Agreement for Consultant Services with CIO Solutions for strategic support of the City's
Information Technology environment.
IMPACT TO FINANCIAL AND PERSONNEL RESOURCES:
The Fiscal Year 2014-15 Budget includes $75,000 for additional contractual services to
assist with support and upgrades in Information Technology. The total cost of the
proposal is $74, 112. The Information Technology Manager will assist with
implementation and staff will work closely with CIO Solutions on an ongoing basis on
planning, strategies, and management of the City's information technology operations
and initiatives. Expanding IT services was identified by City staff as a high priority in this
year's budget process.
BACKGROUND:
The City's Information Technology (IT) environment has grown rapidly over the past 14
years, implementation of new and advanced technology has increased substantially,
and technology continues to grow and evolve in an effort to provide a productive
working environment, ensure public safety, and provide better customer service.
Evolution of the City's IT environment has included implementation of a fiber optic
network backbone; migration to a Microsoft network and email environment;
implementation of several network upgrades; relocation of City Hall operations; multiple
server installations and replacements; implementation of mobile data computers
(MDCs) in the Police vehicles; expansion of a data network and phone environment for
Five Cities Fire Authority (FCFA); on-going support of FCFA operations; and
coordination of a new interactive City website.
Item 8.f. - Page 1
CITY COUNCIL
APPROVAL OF CONSUL TANT SERVICES AGREEMENT WITH CIO SOLUTIONS
JULY 8, 2014
PAGE2
Providing a productive working environment requires a stable server, network, and
telecommunications infrastructure, and the tools to ensure the day to day needs of staff
are met. As a result, the ability to effectively support existing systems with one full-time
IT staff position has become a challenge, and budget constraints have limited the ability
to add staff to meet this growing demand.
In October 2013, the Council approved an Agreement with CIO Solutions for
implementation of a comprehensive Citywide storage area network (SAN), server
virtualization, and enterprise data backup solution. Of the qualifying proposals
submitted for this network/server upgrade project, CIO Solutions was selected based on
product stability in the marketplace, the ability to scale easily, product support, and the
ability to provide support for future IT initiatives.
ANALYSIS OF ISSUES:
CIO Solutions has proven to be an effective and efficient IT strategic partner for the City
following successful design and implementation of the new SAN (storage area network)
and server virtualization environment and necessary network upgrades to support that
environment. They have been instrumental in support of the Police Department
relocation project and have implemented a ShoreTel Voice over IP (VoIP) digital phone
system for the Police Department.
Current and upcoming projects include support for the data and communications portion
of the Police Department expansion project; ongoing support of the network and server
architecture to support temporary Police relocation during construction; researching
alternatives for the ongoing use of the City's fiber optic institutional network (I-Net);
implementation of a ShoreTel VoIP phone system for the City; and support for FCFA
MDC implementation.
To continue to meet the information technology needs of the City and better position the
IT Division to support current and future IT initiatives, a strategic support and staff
augmentation plan provided by CIO Solutions is proposed. The proposed plan will
provide constant monitoring and problem resolution of the City's IT infrastructure and
dedicated on-site support, avoiding the need to hire additional full time staff. The plan
will create parity in the IT Division by ensuring that knowledge of the IT environment is
shared among more than one person and provide consistent and critical backup for the
IT Manager during out of office occurrences. In addition to the benefits listed above,
indirect benefits of this plan include monthly strategic planning meetings and access to
knowledge and expertise of the entire CIO Solutions organization through a dedicated
support person assigned to the City.
As City operations rely more on Information Technology (IT) resources, the need to
provide those resources quickly and effectively is essential. A stable IT environment
requires constant monitoring to ensure all elements of the environment are running
smoothly, and critical software updates are applied as necessary. While all aspects of
Item 8.f. - Page 2
CITY COUNCIL
APPROVAL OF CONSUL TANT SERVICES AGREEMENT WITH CIO SOLUTIONS
JULY 8, 2014
PAGE3
City operations rely on a stable IT environment, critical needs are highlighted within the
functions of public safety, accounting, planning, phone and email communication, and
internet access. A strategic support and staff augmentation plan with CIO Solutions will
meet the need of providing these services in a stable, highly available environment,
implement more focused IT strategic planning, and protect the City's significant
investment in its IT environment.
ALTERNATIVES:
The following alternatives are provided for the Council's consideration:
1. Approve the Consultant Services Agreement with CIO Solutions;
2. Do not approve the Consultant Services Agreement; or
3. Provide direction to staff.
ADVANTAGES:
Contracting with CIO Solutions will ensure continued comprehensive IT support for the
City's IT infrastructure, City staff, and City Council.
DISADVANTAGES:
There are no identified disadvantages.
ENVIRONMENTAL REVIEW:
No environmental review is required for this item.
PUBLIC NOTIFICATION AND COMMENTS:
The Agenda was posted in front of City Hall and on the City's website on Thursday, July
3, 2014.
Item 8.f. - Page 3
AGREEMENT FOR CONSUL TANT SERVICES
THIS AGREEMENT, is made and effective as of July 8, 2014, between CIO
SOLUTIONS ("Consultant"), and the CITY OF ARROYO GRANDE, a Municipal
Corporation ("City"). In consideration of the mutual covenants and conditions set forth
herein, the parties agree as follows:
1. TERM
This Agreement shall commence on August 1, 2014 and shall remain and
continue in effect until terminated pursuant to the provisions of this Agreement.
2. SERVICES
Consultant shall perform the tasks described and comply with all terms and
provisions set forth in Exhibit A, attached hereto and incorporated herein by this
reference.
3. PERFORMANCE
Consultant shall at all times faithfully, competently and to the best of his/her
ability, experience and talent, perform all tasks described herein. Consultant shall
employ, at a minimum generally accepted standards and practices utilized by persons
engaged in providing similar services as are required of Consultant hereunder in
meeting its obligations under this Agreement.
4. AGREEMENT ADMINISTRATION
City's Information Technology Manager, Walt Cuzick, shall represent City in all
matters pertaining to the administration of this Agreement. Eric Egolf, President, CIO
Solutions, shall represent Consultant in all matters pertaining to the administration of
this Agreement.
5. PAYMENT
The City agrees to pay the Consultant in accordance with the payment rates and
terms set forth in Exhibit A, attached hereto and incorporated herein by this reference.
The consultant agrees to provide 90 days notice of any increase in rates as shown in
Exhibit A.
6. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE
(a) The City may at any time, for any reason, with or without cause, suspend
or terminate this Agreement, or any portion hereof, by serving upon the Consultant at
least ten (10) days prior written notice. Upon receipt of said notice, the Consultant shall
immediately cease all work under this Agreement, unless the notice provides otherwise.
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If the City suspends or terminates a portion of this Agreement such suspension or
termination shall not make void or invalidate the remainder of this Agreement.
(b) In the event this Agreement is terminated pursuant to this Section, the City
shall pay to Consultant the actual value of the work performed up to the time of
termination, provided that the work performed is of value to the City. Upon termination
of the Agreement pursuant to this Section, the Consultant will submit an invoice to the
City pursuant to Section 5.
7. TERMINATION ON OCCURRENCE OF STATED EVENTS
This Agreement shall terminate automatically on the occurrence of any of the
following events:
(a) Bankruptcy or insolvency of any party;
(b) Sale of Consultant's business; or
(c) Assignment of this Agreement by Consultant without the consent of City.
(d) End of the Agreement term specified in Section 1.
8. DEFAULT OF CONSULTANT
(a) The Consultant's failure to comply with the provisions of this Agreement
shall constitute a default. In the event that Consultant is in default for cause under the
terms of this Agreement, City shall have no obligation or duty to continue compensating
Consultant for any work performed after the date of default and can terminate this
Agreement immediately by written notice to the Consultant. If such failure by the
Consultant to make progress in the performance of work hereunder arises out of causes
beyond the Consultant's control, and without fault or negligence of the Consultant, it
shall not be considered a default.
(b) If the City Manager or his/her delegate determines that the Consultant is in
default in the performance of any of the terms or conditions of this Agreement, he/she
shall cause to be served upon the Consultant a written notice of the default. The
Consultant shall have ten (10) days after service upon it of said notice in which to cure
the default by rendering a satisfactory performance. In the event that the Consultant
fails to cure its default within such period of time, the City shall have the right,
notwithstanding any other provision of this Agreement to terminate this Agreement
without further notice and without prejudice to any other remedy to which it may be
entitled at law, in equity or under this Agreement.
9. LAWS TO BE OBSERVED. Consultant shall:
(a) Procure all permits and licenses, pay all charges and fees, and give all
notices which may be necessary and incidental to the due and lawful prosecution of the
services to be performed by Consultant under this Agreement;
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(b) Keep itself fully informed of all existing and proposed federal, state and
local laws, ordinances, regulations, orders, and decrees which may affect those
engaged or employed under this Agreement, any materials used in Consultant's
performance under this Agreement, or the conduct of the services under this
Agreement;
(c) At all times observe and comply with, and cause all of its employees to
observe and comply with all of said laws, ordinances, regulations, orders, and decrees
mentioned above;
(d) Immediately report to the City's Contract Manager in writing any
discrepancy or inconsistency it discovers in said laws, ordinances, regulations, orders,
and decrees mentioned above in relation to any plans, drawings, specifications, or
provisions of this Agreement.
(e) The City, and its officers, agents and employees, shall not be liable at law
or in equity occasioned by failure of the Consultant to comply with this Section.
10. OWNERSHIP OF DOCUMENTS
(a) Consultant shall maintain complete and accurate records with respect to
sales, costs, expenses, receipts, and other such information required by City that relate
to the performance of services under this Agreement. Consultant shall maintain
adequate records of services provided in sufficient detail to permit an evaluation of
services. All such records shall be maintained in accordance with generally accepted
accounting principles and shall be clearly identified and readily accessible. Consultant
shall provide free access to the representatives of City or its designees at reasonable
times to such books and records; shall give City the right to examine and audit said
books and records; shall permit City to make transcripts therefrom as necessary; and
shall allow inspection of all work, data, documents, proceedings, and activities related to
this Agreement. Such records, together with supporting documents, shall be maintained
for a period of three (3) years after receipt of final payment.
(b) Upon completion of, or in the event of termination or suspension of this
Agreement, all original documents, designs, drawings, maps, models, computer files,
surveys, notes, and other documents prepared in the course of providing the services to
be performed pursuant to this Agreement shall become the sole property of the City and
may be used, reused, or otherwise disposed of by the City without the permission of the
Consultant. With respect to computer files, Consultant shall make available to the City,
at the Consultant's office and upon reasonable written request by the City, the
necessary computer software and hardware for purposes of accessing, compiling,
transferring, and printing computer files.
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11. INDEMNIFICATION
(a) Indemnification for Professional Liability. When the law establishes a
professional standard of care for Consultant's Services, to the fullest extent permitted by
law, Consultant shall indemnify, protect, defend and hold harmless City and any and all
of its officials, employees and agents ("Indemnified Parties") from and against any and
all losses, liabilities, damages, costs and expenses, including attorney's fees and costs
to the extent same are caused in whole or in part by any negligent or wrongful act, error
or omission of Consultant, its officers, agents, employees or subcontractors or any
entity or individual that Consultant shall bear the legal liability thereof) in the
performance of professional services under this agreement.
(b) Indemnification for Other Than Professional Liability. Other than in the
performance of professional services and to the full extent permitted by law, Consultant
shall indemnify, defend and hold harmless City, and any and all of its employees,
officials and agents from and against any liability (including liability for claims, suits,
actions, arbitration proceedings, administrative proceedings, regulatory proceedings,
losses, expenses or costs of any kind, whether actual, alleged or threatened, including
attorneys fees and costs, court costs, interest, defense costs, and expert witness fees),
where the same arise out of, are a consequence of, or are in any way attributable to, in
whole or in part, the performance of this Agreement by Consultant or by any individual
or entity for which Consultant is legally liable, including but not limited to officers,
agents, employees or subcontractors of Consultant.
(c) General Indemnification Provisions. Consultant agrees to obtain executed
indemnity agreements with provisions identical to those set forth here in this section
from each and every subcontractor or any other person or entity involved by, for, with or
on behalf of Consultant in the performance of this agreement. In the event Consultant
fails to obtain such indemnity obligations from others as required here, Consultant
agrees to be fully ·responsible according to the terms of this section. Failure of City to
monitor compliance with these requirements imposes no additional obligations on City
and will in no way act as a waiver of any rights hereunder. This obligation to indemnify
and defend City as set forth here is binding on the successors, assigns or heirs of
Consultant and shall survive the termination of this agreement or this section.
12. INSURANCE
Consultant shall maintain prior to the beginning of and for the duration of this
Agreement insurance coverage as specified in Exhibit B attached hereto and
incorporated herein as though set forth in full.
13. INDEPENDENT CONSUL TANT
(a) Consultant is and shall at all times remain as to the City a wholly
independent Consultant. The personnel performing the services under this Agreement
on behalf of Consultant shall at all times be under Consultant's exclusive direction and
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Item 8.f. - Page 7
control. Neither City nor any of its officers, employees, or agents shall have control over
the conduct of Consultant or any of Consultant's officers, employees, or agents, except
as set forth in this Agreement. Consultant shall not at any time or in any manner
represent that it or any of its officers, employees, or agents are in any manner officers,
employees, or agents of the City. Consultant shall not incur or have the power to incur
any debt, obligation, or liability whatever against City, or bind City in any manner.
(b) No employee benefits shall be available to Consultant in connection with
performance of this Agreement. Except for the fees paid to Consultant as provided in
the Agreement, City shall not pay salaries, wages, or other compensation to Consultant
for performing services hereunder for City. City shall not be liable for compensation or
indemnification to Consultant for injury or sickness arising out of performing services
hereunder.
14. UNDUEINFLUENCE
Consultant declares and warrants that no undue influence or pressure was or is
used against or in concert with any officer or employee of the City of Arroyo Grande in
connection with the award, terms or implementation of this Agreement, including any
method of coercion, confidential financial arrangement, or financial inducement. No
officer or employee of the City of Arroyo Grande will receive compensation, directly or
indirectly, from Consultant, or from any officer, employee or agent of Consultant, in
connection with the award of this Agreement or any work to be conducted as a result of
this Agreement. Violation of this Section shall be a material breach of this Agreement
entitling the City to any and all remedies at law or in equity.
15. NO BENEFIT TO ARISE TO LOCAL EMPLOYEES
No member, officer, or employee of City, or their designees or agents, and no
public official who exercises authority over or responsibilities with respect to the project
during his/her tenure or for one year thereafter, shall have any interest, direct or indirect,
in any agreement or sub-agreement, or the proceeds thereof, for work to be performed
in connection with the project performed under this Agreement.
16. RELEASE OF INFORMATION/CONFLICTS OF INTEREST
(a) All information gained by Consultant in performance of this Agreement shall
be considered confidential and shall not be released by Consultant without City's prior
written authorization. Consultant, its officers, employees, agents, or subcontractors,
shall not without written authorization from the City Manager or unless requested by the
City Attorney, voluntarily provide declarations, letters of support, testimony at
depositions, response to interrogatories, or other information concerning the work
performed under this Agreement or relating to any project or property located within the
City. Response to a subpoena or court order shall not be considered "voluntary"
provided Consultant gives City notice of such court order or subpoena.
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(b) Consultant shall promptly notify City should Consultant, its officers,
employees, agents, or subcontractors be served with any summons, complaint,
subpoena, notice of deposition, request for documents, interrogatories, request for
admissions, or other discovery request, court order, or subpoena from any person or
party regarding this Agreement and the work performed thereunder or with respect to
any project or property located within the City. City retains the right, but has no
obligation, to represent Consultant and/or be present at any deposition, hearing, or
similar proceeding. Consultant agrees to cooperate fully with City and to provide the
opportunity to review any response to discovery requests provided by Consultant.
However, City's right to review any such response does not imply or mean the right by
City to control, direct, or rewrite said response.
17. NOTICES
Any notice which either party may desire to give to the other party under this
Agreement must be in writing and may be given either by (i) personal service, (ii)
delivery by a reputable document delivery service, such as but not limited to, Federal
Express, which provides a receipt showing date and time of delivery, or (iii) mailing in
the United States Mail, certified mail, postage prepaid, return receipt requested,
addressed to the address of the party as set forth below or at any other address as that
party may later designate by notice:
To City:
To Consultant:
18. ASSIGNMENT
City of Arroyo Grande
Walt Cuzick, Information Technology Manager
300 E. Branch Street
Arroyo Grande, CA 93420
CIO Solutions
Eric Egolf, President
150 Castilian Drive, #100
Goleta CA 93117
The Consultant shall not assign the performance of this Agreement, nor any part
thereof, without the prior written consent of the City.
19. GOVERNING LAW
The City and Consultant understand and agree that the laws of the State of
California shall govern the rights, obligations, duties, and liabilities of the parties to this
Agreement and also govern the interpretation of this Agreement. Any litigation
concerning this Agreement shall take place in the superior or federal district court with
jurisdiction over the City of Arroyo Grande.
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20. ENTIRE AGREEMENT
This Agreement contains the entire understanding between the parties relating to
the obligations of the parties described in this Agreement. All prior or contemporaneous
agreements, understandings, representations, and statements, or written, are merged
into this Agreement and shall be of no further force or effect. Each party is entering into
this Agreement based solely upon the representations set forth herein and upon each
party's own independent investigation of any and all facts such party deems material.
21. TIME
City and Consultant agree that time is of the essence in this Agreement.
22. CONSTRUCTION
The parties agree that each has had an opportunity to have their counsel review
this Agreement and that any rule of construction to the effect that ambiguities are to be
resolved against the drafting party shall not apply in the interpretation of this Agreement
or any amendments or exhibits thereto. The captions of the sections are for
convenience and reference only, and are not intended to be construed to define or limit
the provisions to which they relate.
23. AMENDMENTS
Amendments to this Agreement shall be in writing and shall be made only with
the mutual written consent of all of the parties to this Agreement.
24. AUTHORITY TO EXECUTE THIS AGREEMENT
The person or persons executing this Agreement on behalf of Consultant
warrants and represents that he/she has the authority to execute this Agreement on
behalf of the Consultant and has the authority to bind Consultant to the performance of
its obligations hereunder.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed the day and year first above written.
CITY OF ARROYO GRANDE
By: _________ _
Tony Ferrara, Mayor
Attest:
Kelly Wetmore, City Clerk
Approved As To Form:
Timothy J. Carmel, City Attorney
CONSULTANT
By: ___________ _
Its: ------------
President
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c------------------------------
EXHIBIT A
CIO Solutions
Strategic IT Managed Solutions Agreement ~
CIO SOLUTIONS
This Strategic IT Managed Solutions Agreement and the Standard Terms and Conditions attached hereto
(collectively, the "Agreement") is made and executed by CIC Solutions, a California corporation ("CIO Solutions"), and the
"Customer" listed below.
1. Services. In consideration of Customer's agreement to pay the Service Charges (as described below), CIO Solutions
agrees to provide the following services (collectively, "Services"). CIO Solutions shall provide such Services either remotely
or at Customer's premises, as CIO Solutions determines to be the appropriate method of delivering such Services from time
to time. The Services shall include the following:
Summary-Strategic IT-Infrastructure Only
• Unlimited Access to CIO Solutions Central Support ?:ODAM to 5:30PM Monday through Friday for infrastructure issues
• Unlimited onsite/remote moves, adds, and changes under 1 hour for infrastructure
• Unlimited onsite/remote break/fix support
• Proactive Maintenance, Patching, Monitoring and Alerting (for up to 20 servers and networking hardware)
• Continual system audit and inventory of all server hardware, software and specifications
• Strategic VCIO meetings for Budgeting and Planning (Monthly Meetings -2-4 hours each)
• Customer is given access and trained on monitoring portal
• Two 3 Hour Onsite Visits per Month (to be used for server or non-server tasks)
Planning, Strategy. and Management
Virtual Chief Information Officer (VCIO)
• Initial network assessment overview
• Oversight and management of all aspects of the program
• Review and discussion of network activity and reporting
• Quarterly Business Review meetings with your executive team
• Evaluate and advise on new technology decisions
• Review and evaluate IT spending
• Proactive analysis of network design and security
• Assist with disaster recovery planning and regulatory compliance
• Bridge business and IT needs
• Reports of work accomplished
Problem Resolution
Central Support-7:00am-5:30pm -Monday through Friday
• Unlimited access to Central Support for infrastructure issues
Proactive Maintenance
Infrastructure Management
Remote Intelligence or completed on-site as necessary
• HW/SW Inventory
• Basic Documentation
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• Regular reporting of activities performed
• Event log review
• Ensure tape backup runs correctly and verify file integrity
• Test backup with restores (as necessary)
• Monitor disk space utilization on server
• Ensure all necessary services are running
• Ensure that antivirus definttions are current
• Clear virus quarantines
• Clean server, check for temporary files, etc.
• Run defragmentation on all drives
• Monitor load on server and compare to baselines
• Configure alerting for critical events
• Change any active monitoring & alerting tools as needed
• Keep a log of fixes or maintenance performed
• Update service packs and hotfixes as needed
• Reboot servers as needed
• Report and make recommendations about IT system vulnerability
• Identify upcoming hardware, software, or service related expenses for budgeting
Emergency Services-Server and Infrastructure Help. CIO Solutions will provide emergency support services as follows:
The Server and Infrastructure Help program includes a two-hour phone response guarantee, plus a 4-hour response
standard business day guarantee for on-site emergency services.
2. Services Charges. In consideration of CIO Solutions delivering the Services described above, Customer shall pay
Service Charges to CIO Solutions as follows:
2.1 Recurring Monthly Service Charges. Customer shall pay recurring monthly charges as follows, with the
first monthly payment due in advance upon execution of this Agreement:
Monthly Investment $3,968.00
One Time On boarding Investment $1,500.00
(a) Onboarding and Initial Setup for Strategic IT includes:
(i) Documentation
(ii) Remote Intelligence Software installed on each applicable device
(iii) Training on monitoring system for point of contact
(b) First half of onboarding project fee to be billed upon receipt of signed agreement. Remaining fee
will be billed upon completion of project.
(c) Agreement will be prorated from first onsite visit.
2.2 Additional Charges. Additional Service Charges will be imposed or deducted if any of the following items
are added or subtracted. (No charge is imposed for a new device that merely replaces another.):
(a) Travel Charges. Travel charges for projects outside agreement will be applied to client locations
outside of normal service area (Carpinteria to Goleta). All travel will be included for agreement covered labor.
(b) Hardware, Software, and Vendor Specific Support Agreements. The cost of any hardware
purchases or software licenses will be in addition to the Service Charges listed above.
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Standard Terms & Conditions
CIO CONFIDENTIAL AND PROPRIETARY MATERIAL
THIS DOCUMENT MAY NOT BE DISTRIBUTED WITHOUT THE PRIOR WRITIEN CONSENT OF CIQ SOLUTIONS
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Item 8.f. - Page 13
CIO Solutions
IT Staff Augmentation Agreement
This IT Staff Augmentation Agreement and the Standard Terms and Conditions attached hereto (collectively, the
"Agreement") is made and executed by CIO Solutions, a California corporation ("CIO Solutions"), and the "Customer"
listed below.
1. Services. In consideration of Customer's agreement to pay the Service Charges (as described below), CIO Solutions
agrees to provide the following services (collectively, "Services"). The Services shall include the following:
Summary -IT Staff Augmentation
• Mid Level Engineer Onsite (6 hours per day) to assist with day-to-day IT operations
• Desktop and server support/maintenance
• Travel Charges included
Schedule
• July-September: Four days per month
• October -December: Three days per month
• January -June: Two days per month
• Addfonal 11 floating days for the term of the agreement
2. Services Charges. In consideration of CIO Solutions delivering the Services described above, Customer shall pay
Service Charges to CIO Solutions as follows:
2.1 Recurring Monthly Service Charges. Customer shall pay recurring monthly charges as follows, with the
first monthly payment due in advance upon execution of this Agreement:
I Monthly Investment I s2,os3.oo I
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(c) Application Support. Customer may need third-party application support from licensors of
particular software applications. CIO will support third-party applications with Best Effort.
(d) Projects. If any moves, adds, or changes require more than one (1) hour, then CIO Solutions will
elect to treat them as a project that is not covered by the unlimited support contract. The Service Charges for any such
"project" shall be imposed on the basis of CIO Solutions' rates in effect from time to time as set forth on the price sheet that
CIO Solutions makes available from time to time. Any such Services delivered other than during regular weekday business
hours are billed at 1.5-times the regular rate for weekdays other than during the noted hours and 2-times the regular rate
for Services delivered on Holidays and weekends.
(e) After-Hours Maintenance. If for whatever reason the customer is unable to schedule down time
for devices covered under this agreement during CIO Solutions normal business hours (i.e., 7:00 a.m., to 5:30 p.m., Monday-
to-Friday other than Holidays), CIO Solutions will charge the customer at regular rates but without overtime multipliers (i.e.
1.5x or 2x) applied.
(f) After-Hours Oncall. For support calls to CIO oncall resources after-hours (5:30 p.m. -7:00 a.m.,
Monday-Friday and Saturday/Sunday/Holidays) labor will be billed at then current time and materials rates. If the support
issue reported would have been covered during normal business hours then after-hours rates may be waived at the
discretion of CIO management.
Page3
Standard Terms & Conditions
CIQ CONFIDENTIAL AND PROPRIETARY MATERIAL
THIS DOCUMENT MAY NOT BE DISTRIBUTED WITHOUT THE PRIOR WRITTEN CONSENT OF CIO SOLUTIONS
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EXHIBIT B
INSURANCE REQUIREMENTS
Prior to the beginning of and throughout the duration of the Work, Consultant will
maintain insurance in conformance with the requirements set forth below. Consultant
will use existing coverage to comply with these requirements. If that existing coverage
does not meet the requirements set forth here, Consultant agrees to amend,
supplement or endorse the existing coverage to do so. Consultant acknowledges that
the insurance coverage and policy limits set forth in this section constitute the minimum
amount of coverage required. Any insurance proceeds available to City in excess of the
limits and coverage required in this agreement and which is applicable to a given Joss,
will be available to City.
Consultant shall provide the following types and amounts of insurance:
Commercial General Liability Insurance using Insurance Services Office "Commercial
General Liability" policy from CG 00 01 or the exact equivalent. Defense costs must be
paid in addition to limits. There shall be no cross liability exclusion for claims or suits by
one insured against another. Limits are subject to review but in no event less than
$1,000,000 per occurrence.
Business Auto Coverage on ISO Business Auto Coverage from CA 00 01 including
symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no
event to be less than $1,000,000 per accident. If Consultant owns no vehicles, this
requirement may be satisfied by a non-owned auto endorsement to the general liability
policy described above. If Consultant or Consultant's employees will use personal autos
in any way on this project, Consultant shall provide evidence of personal auto liability
coverage for each such person.
Workers Compensation on a state-approved policy form providing statutory benefits as
required by law with employer's liability limits no less than $1,000,000 per accident or
disease.
Professional Liability or Errors and Omissions Insurance as appropriate shall be written
on a policy form coverage specifically designated to protect against acts, errors or
omissions of the Consultant 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 $1,000,000 per claim and in the aggregate. The policy must "pay
on behalf of' the insured and must include a provision establishing the insurer's duty to
defend. The policy retroactive date shall be on or before the effective date of this
agreement.
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Insurance procured pursuant to these requirements shall be written by insurer that are
admitted carriers in the state California and with an A. M. Bests rating of A-or better and
a minimum financial size VII.
General conditions pertaining to prov1s1on of insurance coverage by Consultant.
Consultant and City agree to the following with respect to insurance provided by
Consultant:
1. Consultant agrees to have its insurer endorse the third party general
liability coverage required herein to include as additional insureds City, its officials
employees and agents, using standard ISO endorsement No. CG 2010 with an edition
prior to 1992. Consultant also agrees to require all Consultants, and subcontractors to
do likewise.
2. No liability insurance coverage provided to comply with this Agreement
shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of
subrogation prior to a loss. Consultant agrees to waive subrogation rights against City
regardless of the applicability of any insurance proceeds, and to require all Consultants
and subcontractors to do likewise.
3. All insurance coverage and limits provided by Consultant and available or
applicable to this agreement are intended to apply to the full extent of the policies.
Nothing contained in this Agreement or any other agreement relating to the City or its
operations limits the application of such insurance coverage.
4. None of the coverages required herein will be in compliance with these
requirements if they include any limiting endorsement of any kind that has not been first
submitted to City and approved of in writing.
5. No liability policy shall contain any provision or definition that would serve
to eliminate so-called "third party action over" claims, including any exclusion for bodily
injury to an employee of the insured or of any Consultant or subcontractor.
6. All coverage types and limits required are subject to approval, modification
and additional requirements by the City, as the need arises. Consultant shall not make
any reductions in scope of coverage (e.g. elimination of contractual liability or reduction
of discovery period) that may affect City's protection without City's prior written consent.
7. Proof of compliance with these insurance requirements, consisting of
certificates of insurance evidencing all of the coverages required and an additional
insured endorsement to Consultant's general liability policy, shall be delivered to City at
or prior to the execution of this Agreement. In the event such proof of any insurance is
not delivered as required, or in the event such insurance is canceled at any time and no
replacement coverage is provided, City has the right, but not the duty, to obtain any
insurance it deems necessary to protect its interests under this or any other agreement
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and to pay the premium. Any premium so paid by City shall be charged to and promptly
paid by Consultant or deducted from sums due Consultant, at City option.
8. Certificate(s) are to reflect that the insurer will provide 30 days notice to
City of any cancellation of coverage. Consultant agrees to require its insurer to modify
such certificates to delete any exculpatory wording stating that failure of the insurer to
mail written notice of cancellation imposes no obligation, or that any party will
"endeavor" (as opposed to being required) to comply with the requirements of the
certificate.
9. It is acknowledged by the parties of this agreement that all insurance
coverage required to be provided by Consultant or any subcontractor, is intended to
apply first and on a primary, noncontributing basis in relation to any other insurance or
self insurance available to City.
10. Consultant agrees to ensure that subContractors, and any other party
involved with the project who is brought onto or involved in the project by Consultant,
provide the same minimum insurance coverage required of Consultant. Consultant
agrees to monitor and review all such coverage and assumes all responsibility for
ensuring that such coverage is provided in conformity with the requirements of this
section. Consultant agrees that upon request, all agreements with subcontractors and
others engaged in the project will be submitted to City for review.
11. Consultant agrees not to self-insure or to use any self-insured retentions
or deductibles on any portion of the insurance required herein and further agrees that it
will not allow any Consultant, subcontractor, Architect, Engineer or other entity or
person in any way involved in the performance of work on the project contemplated by
this agreement to self-insure its obligations to City. If Consultant's existing coverage
includes a deductible or self-insured retention, the deductible or self-insured retention
must be declared to the City. At the time the City shall review options with the
Consultant, which may include reduction or elimination of the deductible or self-insured
retention, substitution of other coverage, or other solutions.
12. The City reserves the right at any time during the term of the contract to
change the amounts and types of insurance required by giving the Consultant ninety
(90) days advance written notice of such change. If such change results in substantial
additional cost to the Consultant, the City will negotiate additional compensation
proportional to the increase benefit to City.
13. For purposes of applying insurance coverage only, this Agreement will be
deemed to have been executed immediately upon any party hereto taking any steps
that can be deemed to be in furtherance of or towards performance of this Agreement.
14. Consultant acknowledges and agrees that any actual or alleged failure on
the part of City to inform Consultant of non-compliance with any insurance requirements
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Item 8.f. - Page 18
in no way imposes any additional obligations on City nor does it waive any rights
hereunder in this or any other regard.
15. Consultant will renew the required coverage annually as long as City, or
its employees or agents face an exposure from operations of any type pursuant to this
agreement. This obligation applies whether or not the agreement is canceled or
terminated for any reason. Termination of this obligation is not effective until City
executes a written statement to that effect.
16. Consultant shall provide proof that policies of insurance required herein
expiring during the term of this Agreement have been renewed or replaced with other
policies providing at least the same coverage. Proof that such coverage has been
ordered shall be submitted prior to expiration. A coverage binder or letter from
Consultant's insurance agent to this effect is acceptable. A certificate of insurance
and/or additional insured endorsement as required in these specifications applicable to
the renewing or new coverage must be provided to City within five days of the expiration
of the coverages.
17. The provisions of any workers' compensation or similar act will not limit
the obligations of Consultant under this agreement. Consultant expressly agrees not to
use any statutory immunity defenses under such laws with respect to City, its
employees, officials and agents.
18. Requirements of specific coverage features or limits contained in this
section are not intended as limitations on coverage, limits or other requirements nor as
a waiver of any coverage normally provided by any given policy. Specific reference to a
given coverage feature is for purposes of clarification only as it pertains to a given issue,
and is not intended by any party or insured to be limiting or all-inclusive.
19. These insurance requirements are intended to be separate and distinct
from any other provision in this agreement and are intended by the parties here to be
interpreted as such.
20. The requirements in this Section supersede all other sections and
provisions of this Agreement to the extent that any other section or provision conflicts
with or impairs the provisions of this Section.
21. Consultant agrees to be responsible for ensuring that no contract used by
any party involved in any way with the project reserves the right to charge City or
Consultant for the cost of additional insurance coverage required by this agreement.
Any such provisions are to be deleted with reference to City. It is not the intent of City to
reimburse any third party for the cost of complying with these requirements. There shall
be no recourse against City for payment of premiums or other amounts with respect
thereto.
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22. Consultant agrees to provide immediate notice to City of any claim or loss
against Consultant arising out of the work performed under this agreement. City
assumes no obligation or liability by such notice, but has the right (but not the duty) to
monitor the handling of any such claim or claims if they are likely to involve City.
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