Contract - Technology - 2005-04-14 PROFESSIONAL SERVICES AGREEMENT FOR
COSTA MESA SANITARY DISTRICT INFORMATION TECHNOLOGY SYSTEM
MAINTENANCE
THIS AGREEMENT is made and entered into this/7k day of 2005,by
and between the COSTA MESA SANITARY DISTRICT a CaIiforC ni Sanitary District, hereinafter
referred to as 'DISTRICT and Technology Resource Center , a California Corporation, hereinafter
referred to as 'CONTRACTOR
WTINESSETH
WHEREAS, CONTRACTOR is a professional technology and communications company and
is knowledgeable and competent to perform the services described in this AGREEMENT and
WHEREAS, DISTRICT desires to utilize the services of CONTRACTOR to
perform monthly maintenance work to insure the DISTRICT'S Information Technology system
remains fully functional and operational, including all hardware consisting of servers,backup systems,
individual notebook and desktop/tower systems, monitors, mouse and keyboard equipment, printers,
station cabling and all software installed on the DISTRICT Information Technology system;
NOW THEREFORE, the parties agree as follows:
1 Scope of the Work
CONTRACTOR shall perform all the services described as follows:
a. CONTRACTOR shall integrate and maintain all DISTRICT new and existing
hardware and software systems identified as follows.
i. Current Dell or follow-on Tower systems and software;
ii. Current Toshiba or follow-on notebook systems and software;
iii. Current Standard or follow-on servers and software;
iv Current Sony tape drive or follow-on back-up systems and software;
v Internet Protocol switch network monitoring software;
vi. Current or follow-on rack and mounted hardware subsystems
including Cisco switch, power distribution switch, APC Smart UPS,
modems and patch cables;
vii. Current HP Laserjet 1012 or follow-on printers;
viii. Current Xerox Phaser 8400N network or follow-on printers;
ix. Axis network or follow-on camera, cabling and software;
x. Antivirus software;
xi. Internet Access;
xii. Firewall and VPN
xiii. Software License status for DISTRICT renewals as appropriate;
b. Performance Requirements — CONTRACTOR shall be available up to twice weekly
for routine hardware and software maintenance for an average of four hours of
support services per maintenance visit at a fixed standard rate specified in paragraph
4 Compensation. The CONTRACTOR shall provide the professional services
described as follows:
i. CONTRACTOR shall maintain the DISTRICT'S Information
Technology system at full operational capability (FOC), defined as
full station functionality for all ten DISTRICT work stations,
including servers, modems, network access, printer access, and
backup systems;
ii. CONTRACTOR shall maintain all DISTRICT software for all
DISTRICT Information Technology systems located at the DISTRICT
Headquarters including:
1 Windows operating system;
2. Server operating system;
3 Synchronization software;
4 MS Office software;
5 Antivirus software;
6. Networking and network monitoring software; and
7 Internet access software;
iii. By the 15th of every month, CONTRACTOR shall submit a monthly
maintenance report for the prior month to the DISTRICT documenting
services performed, documenting support hours and appropriate
recommendations for system performance improvements.
c. DISTRICT shall make available technical advisors and others who may contribute
important information pertaining to the DISTRICT'S Information Technology system,
including existing documentation, facts, history and special projects. DISTRICT
identifies the DISTRICT Staff as liaison representatives to interface with
CONTRACTOR.
2. Services Provided
a. CONTRACTOR shall provide all labor and supervision required to perform
said services to maintain the DISTRICT'S Information Technology system to
meet the approval of the DISTRICT Assistant Manager and Manager/District
Engineer.
b. CONTRACTOR and DISTRICT acknowledge the importance of keeping the
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the DISTRICT'S Information Technology system operating properly and agree
to cooperate to reach this goal. CONTRACTOR agrees to coordinate all work
with DISTRICT Staff.
c. The DISTRICT shall authorize any additional work in writing in the form of a
Change Order prior to CONTRACTOR beginning the extra work.
3. Supplies and Equipment
DISTRICT owns all the DISTRICT'S Information Technology system hardware and software.
CONTRACTOR assumes the risk of damage to any and all equipment under this AGREEMENT
including, but not limited to, computer equipment and software. CONTRACTOR will provide all
necessary personnel to maintain the DISTRICT'S Information Technology system, including
programming, program installation for above listed software and monthly maintenance testing.
4 Compensation
CONTRACTOR fees shown shall be billed hourly at an hourly rate of $95.00/hour for a
planned monthly maintenance, not to exceed an average of 14 hours per month and not to exceed 224
hours over the 16 month period of performance for a total not-to-exceed fee of $21,280.00. The
DISTRICT anticipates CONTRACTOR will provide increased maintenance support during the first
four months of this AGREEMENT (averaging 20 hours per month) and successively decreased
maintenance support during the remaining 12 months of this AGREEMENT (averaging 16, 12 and 8
hours per month) according to the following table:
Maximum Cumulative
Month Authorized Hours Average Hours
Mar-0 20.0 20.0
Apr-C 20.0 20.0
May-C 20.0 20.0
Jun-0 20.0 20.0
Jul-0 16.0 19.2
Aug-0 16.0 18.6
Sep-C 16.0 18.2
Oct-C 16.0 18.0
Nov-C 12.0 17.2
Dec-C 12.0 16.8
Jan-C 12.0 16.2
Feb-C 12.0 16.0
Mar-C 8.0 15.2
Apr-C 8.0 14.E
May-C 8.0 14.4
Jun- 8. 14.0
16 Months: 22 14.
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CONTRACTOR shall invoice the DISTRICT monthly with a cutoff date of the 25ih of each month.
CONTRACTOR shall be paid after services are provided and approval of payments are made monthly
on the DISTRICT's register of warrants, approved at the DISTRICT Board meeting regularly held the
second Thursday of each month.
5 Business License
CONTRACTOR shall, within five (5) days of executing this AGREEMENT obtain a current
CITY OF COSTA MESA business license during the term of this AGREEMENT or any extension
thereto.
6. Independent CONTRACTOR
The parties agree that CONTRACTOR is an independent contractor who is being paid to
produce a result. CONTRACTOR is in no way an employee of DISTRICT CONTRACTOR controls
the means of accomplishing the work. CONTRACTOR shall pay all Federal and State payroll taxes
for employees of CONTRACTOR and said employees shall in no way be deemed or construed to be
employees of DISTRICT for any purpose.
7 Term
The period of performance is March 1 2005 through June 30, 2006
8. Assignment
No assignment of this AGREEMENT may be made without the express written consent of
DISTRICT
9 Termination
Either party shall have the right to terminate this AGREEMENT at a date earlier than
specified in paragraph 7 without cause, by giving 10 days written notice.
10. Notice
The parties may give notice under this AGREEMENT by sending such notice certified mail
addressed as follows:
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TO DISTRICT COSTA MESA SANITARY DISTRICT
628 West 19th St
Costa Mesa, CA 92627
ATTN Joan Revak, Clerk of the District
TO CONTRACTOR. Technology Resource Center
2101 E. 4h Street
Santa Ana, CA 92705
ATTN. Mark Series
Such notice shall be deemed received five (5) days after mailing whether signed for or not
11 Integration
This AGREEMENT constitutes the entire AGREEMENT and understanding between the
parties hereto, and it shall not be considered modified, altered, changed or amended in any respect
unless in writing and signed by the parties hereto.
12. No Waiver
The failure of the DISTRICT at the time to require performance by the CONTRACTOR of
any provisions hereof shall in no way affect the right of the DISTRICT thereafter to enforce same.
Nor shall waiver by the DISTRICT of any breach of any provisions hereof be taken or held to be a
waiver of any succeeding breach of such provision or as a waiver of any provision itself.
13. Indemnity
CONTRACTOR agrees to indemnify defend and hold harmless the DISTRICT its
officers, agents, employees and volunteers from any claims or liability arising out of the
performance of this AGREEMENT save and except that caused by DISTRICT's sole active
negligence.
14 Insurance. Throughout the performance of this AGREEMENT CONTRACTOR shall
be required to have and maintain insurance as described in Exhibit A , DISTRICT Ordinance 36,
(Operations Code Section 7.05.030(i)).
15 Attorney's Fees
The parties agree that should any dispute arise concerning the interpretation of this
AGREEMENT or regarding the performance or non-performance of this AGREEMENT that the
prevailing party shall be entitled to reasonable attorney's fees.
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WITNESS WHEREOF the parties hereto have set their hands and seals the day and year first
above written.
COSTA MESA SANITARY DISTRICT
By.
Pres• ent
By. ._�l1 . _ K
B
Secretary
CONTRACTOR
By.�v
�j�j✓' �_
Title: /2
APPROVED AS TO FORM.
ALAN BU• S
LEGAL Cr 5
By
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EXHIBIT "A°
ORDINANCE NO. 36
AN ORDINANCE OF THE BOARD OF DIRECTORS OF THE
COSTA MESA SANITARY DISTRICT ESTABLISHING
INSURANCE REQUIREMENTS FOR SEWER PERMITS
WHEREAS, the District Board of Directors does hereby desire to establish
insurance requirements for sewer permits that will protect the District, and
WHEREAS, the District Board of Directors does also desire to have a
requirement that does not conflict with the City of Costa Mesa's requirements for
encroachment permits;
NOW, THEREFORE, the Board of Directors of the Costa Mesa Sanitary
District does hereby ORDAIN as follows:
Sertinn 1. That subsection (i) is hereby added to Section 7.05.030 of the District's
Operations Code to read as follows:
"(i) Insurance. Applications for a permit shall be accompanied by proof of
insurance of at least One Million Dollars for commercial general liability, with
underground coverage, and automotive coverage. Applicants shall also provide
proof of workers compensation coverage. The commercial general liability
coverage shall name the District and its officers, agents and employees as
additional insureds and District reserves the right to require an endorsement
naming District as an additional insured. Such coverage must provide that it is
not to be cancelled except upon 30 days notice to District. District also reserves
the right to require that the insurance company providing the commercial general
liability policy has a Best Key Guide rating of BVIII. Contractors performing
work pursuant to a contract with the District shall comply with the insurance
requirements of the contract documents."
Sertinn 2. Should any part, clause or section of this Ordinance be declared by any
Court of competent jurisdiction to be invalid, the remaining provisions of this Ordinance
shall nevertheless be and remain in full force and effect and the Board of Directors of the
Costa Mesa Sanitary District of Orange County, California, hereby declares that each and
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) SS
CITY OF COSTA MESA )
I,JOAN REVAK, Clerk of the Costa Mesa Sanitary District, hereby certify that
the above and foregoing Ordinance No. 36, was duly and regularly passed and
adopted by said Board of Directors at a regular meeting thereof, held on the _EL' day
of February 2001 by the following vote:
AYES: Arlene Schafer, Greg Woodside, Art Perry, Dan Worthington,
Jim Ferryman
NOES:
ABSENT
ABSTAIN
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
the seal of the Costa Mesa Sanitary District, this £,CG day of 2001.
Clerk of A Costa Mesa Sanitary District