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HomeMy WebLinkAbout2007-385 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 RESOLUTION NO. ?007-1R~ RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT AND PURCHASE ORDER WITH TWO ONE-YEAR RENEWAL OPTIONS TO ACCUV ANT INC. FOR MAINTENANCE OF THE CITY'S SIDEWINDER FIRE WALLS AND SPAM AND WEB FILTERING SOFTWARE FOR PROTECTION OF RESOURCES ON THE CITY'S INTRANET. BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: SECTION I: That the Director of Finance or his/her designee is hereby authorized to issue an Annual Purchase Order with two one-year renewal options, including up to a 10% increase per renewal year, to Accuvant Inc. (the sole source provider for maintenance) in an amount not to exceed $26,803.00 for Fiscal Year 2007/2008 for maintenance of the City's Sidewinder firewalls, spam filtering software and web filtering software. Future year renewal options shall be contingent upon funds being approved in the City's budget for this service. SECTION 2: That the City Manager of the City of San Bernardino is hereby authorized to execute on behalf of said City an Agreement between the City of San 20 21 22 23 24 25 26 Bernardino and Accuvant Inc., a copy of which is attached hereto and incorporated herein as Exhibit "A". SECTION 3: This purchase is exempt from the formal contract procedure of Section 3.04.010 of the Municipal code, pursuant to Section 3.04.01O(B)(3) of said Code, "Purchases approved by the Mayor and Common Council". III III 27 III III 28 . III 1 2 3 4 5 6 7 8 9 10 11 12 13 DERRY RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT AND PURCHASE ORDER WITH TWO ONE-YEAR RENEWAL OPTIONS TO ACCUVANT INC. FOR MAINTENANCE OF THE CITY'S SIDEWINDER FIRE WALLS AND SPAM AND WEB FILTERING SOFTWARE FOR PROTECTION OF RESOURCES ON THE CITY'S INTRANET. I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor and Common Council of the City of San Bernardino at a joint regular meeting thereof, held on the 17th day of September ,2007, by the following vote, to wit: Council Members Aves Navs Abstain Absent ESTRADA x BAXTER x x BRINKER x KELLEY x 14 15 16 17 18 19 20 21 22 23 24 Approved as to form: James . Penman, City Attorney JOHNSON x McCAMMACK ---1L ~,lJ. ~ Racpe,ll G G. Clark, City Clerk /)j. ~ ~~f'.~~~ The foregoing resolution is hereby approved this /t9~ day ofl!eptemb"iW07. 25 26 27 28 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 2007-385 VENDOR SERVICE AGREEMENT This Vendor Service Agreement is entered into this 17th day of September 2007, by and between Accuvant Inc. ("VENDOR") and the City of San Bernardino ("CITY" or ''San Bernardino"). WHEREAS, the Mayor and Common Council has determined that it is advantageous and in the best interest of the CITY to contract for the maintenance and support of Sidewinder Firewalls and spam and web content filtering; and WHEREAS, the City of San Bernardino has determined that Accuvant is the sole source vendor for the maintenance and support of Sidewinder Firewalls and spam and web content filtering. NOW, THEREFORE, the parties hereto agree as follows: 1. SCOPE OF SERVICES. For the remuneration stipulated, San Bernardino hereby engages the services of VENDOR to provide those products and services as set forth on Quote # QT-27401 and incorporated herein as Exhibit "B". 2. COMPENSATION AND EXPENSES. a. For the services delineated above, the CITY, upon presentation of an invoice, shall pay-the VENDOR up to the amount of $26,803.00. b. No other expenditures made by VENDOR shall be reimbursed by CITY, 3. TERM; TERMINATION. The term of this A.greement shall be for a period of one year with two one-year renewal options. This Agreement may be terminated at any time by thirty (30) days written notice by 1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 2007-385 either party. The terms of this Agreement shall remain in force unless mutually amended. The duration of this Agreement may be extended with the written consent of both parties. 4. INDEMNITY. CITY agrees to indemnify and hold harmless VENDOR, its officers, agents and volunteers from any and all claims, actions, losses, damages and/or liability resulting from CITY's negligent acts or omissions arising from the CITY's performance of its obligations under the Agreement. VENDOR agrees to indemnify and hold harmless the CITY, its officers, agents, and volunteers from any and all claim, actions, losses, damages and/or liability resulting from VENDOR's negligent acts or omissions arising from the VENDOR's performance of its obligations under the Agreement. In the event the CITY and/or the VENDOR is found to be comparatively at fault for any claim, action, loss, or damage which results from their respective obligations under the Agreement, the CITY and/or VENDOR shall indemnify the other to the extent of this comparative fault. 5. INSURANCE. While not restricting or limiting the foregoing, during the term of this Agreement, VENDOR shall maintain in effect policies of comprehensive public, general and automobile liability insurance, in the amount of $1,000,000.00 combined single limit, and statutory workers' compensation coverage, and shall file copies of said policies with the CITY's Risk Manager prior to undertaking any work under this Agreement. CITY shall be set forth as an additional named insured in each policy of insurance provided hereunder. The Certificate of 2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 2007-385 Insurance furnished to the CITY shall require the insurer to notify CITY of any change or termination in the policy. 6. NON-DISCRIMINATION. In the performance of this Agreement and in the hiring and recruitment of employees, VENDOR shall not engage in, nor permit its officers, employees or agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, mental or physical disability, medical condition, marital status, sexual gender or sexual orientation, or any other status protected by law, except as permitted pursuant to Section 12940 of the California Government Code. 7. INDEPENDENT CONTRACTOR. VENDOR shall perform work tasks provided by this Agreement, but for all intents and purposes VENDOR shall be an independent contractor and not an agent or employee of the CITY. VENDOR shall secure, at its expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for VENDOR and its officers, agents, and employees, and all business license, if any are required, in connection with the services to be performed hereunder. 8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS. VENDOR warrants that it possesses, or shall obtain and maintain, a business registration certificate pursuant to Chapter 5 of the Municipal Code, and any other license, permits, qualifications, insurance and approval of whatever nature that are legally required of VENDOR to practice its business or profession. 9. NOTICES. 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 2007-385 1 2 Any notices to be given pursuant to this Agreement shall be deposited with the United 3 States Postal Service, postage prepaid and addressed as follows: TO THE CITY: Fred Wilson, City Manager 300 North "D" Street San Bernardino, CA 92418 United States Telephone: (909) 384-5122 TO THE VENDOR: Scott Bigham, Account Manager Accuvant Inc. 2121 Rosecrans Ave. Suite 3320 El Segundo, Ca. 90245 United States Telephone: (951) 817-1240 10. ATTORNEYS' FEES In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions or provisions hereof. The costs, salary and expenses of the City Attorney and members of his office in enforcing this Agreement on behalf of the CITY shall be considered as "attorneys' fees" for the purposes of this paragraph. 11. ASSIGNMENT. VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of the VENDOR's interest in this Agreement without CITY's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for the termination of this Agreement. Regardless of CITY's consent, no subletting or assignment shall release VENDOR 4 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 2007-385 of VENDOR's obligation to perform all other obligations to be performed by VENDOR hereunder for the term of this Agreement. 12. VENUE. The parties hereto agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated either in the State courts located in the County of San Bernardino, State of California or the U.S. District Court for the Central District of California, Riverside Division. The aforementioned choice of venue is intended by the parties to be the mandatory and not permissive in nature. 13. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California. 14. SUCCESSORS AND ASSIGNS. This Agreement shall be binding on and inure to the benefit of the parties to this Agreement and their respective heirs, representatives, successors, and assigns. 15. HEADINGS. The subject headings of the sections of this Agreement are included for the purposes of convenience only and shall not affect the construction or the interpretation of any of its provisions. 16. SEVERABILITY. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance, and the remaining provisions of this Agreement shall remain in full force and effect. 5 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 2007-385 VENDOR SERVICE AGREEMENT Accuvant Inc. and the City of San Bernardino 17. ENTIRE AGREEMENT; MODIFICATION. This Agreement constitutes the entire agreement and the understanding between the parties, and supersedes any prior agreements and understandings relating to the subject manner of this Agreement. This Agreement may be modified or amended only by a written instrument executed by all parties to this Agreement. IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and date set forth below. Dated: '1/~ ,2007 . ACCUV ANT INC. By: ~ - /-.I~--" Its: ~ Dated ~;j.9 , 2007 By: Approved as to Form: 6 2007-385 RemitTo AccufANT ~ Accuvanl Inc 621 17lh Slreel Sle 2425 Denver, CO 80293 Quote Dale 4/9/2007 Quole # OT-27401 Expires 5/9/2007 Terms Net 30 Account Manager Scoll Bi9ham Acct Mgr Phone (951) 817-1240 Acct Mgr Fax (310) 356-3250 Acct Mgr E-mail sbigham@accuvant.com Accuvant Inc. 2121 Rosecrans Ave. Suite 3320 EI Segundo CA 90245 United States www.accuvan!.com Bill To Ship To City of San Bernardino Alln: Larry Martin 300 North 0 Street, Basement San Bernardino CA 92418 909-384-5947 Martin_La@ci.san-bernardino.ca.us CMAS Pricing - Contract Number 3-02-70-1786A Accounts Payable City of San Bernardino 300 N. 0 St San Bernardino CA 92418 Ilem Qly. Description Unit Price Ex!. Price SWLC-ASP-1 K-4999-1 2 SWTS-SPRO-1100-12 SFCL-1K-2499-12 1000 Anti-Spam & Anti-Fraud for Sidewinder G2, 1000-4999 Users, 12 Mlh Subscription 2 SecureSupport Direct, Sidewinder G2 Appliance, Model 1100C & 11000, 12 Months SmartFilter, 1000-2499 Users, 1 Year Subscription 10.28 3,571.05 9.38 10,280.00 7,142.10 9,380.00 1000 Unless specifically referenced by line items above, this quote does not include tax or shipping charges. Total $26,802.10 EXHIBIT "B"