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HomeMy WebLinkAbout09.A- Economic Development Agency CDC RESOLUTION(ID# 1410) DO( © CITY OF SAN BERNARDINO—REQUEST FOR COUNCIL ACTION Agreement/Contract From: Emil A. Marzullo M/CC Meeting Date: 12/05/2011 Prepared by: Lorraine Wyche, (909) 663- 1044 Dept: Economic Development Agency Ward(s): All Subject: Resolution of the Community Development Commission of the City of San Bernardino Approving and Authorizing the Interim Executive Director of the Redevelopment Agency of the City of San Bernardino ("Agency") to Execute a Vendor Service Agreement for Information Technology Services by and Between the Agency and Computer Options Financial Impact: Computer Options will provide the above referenced services for$6,000 per month for seven months for a total of$42,000. The agreement also allows Computer Options to purchase budgeted hardware, software and other IT related materials with the prior written permission from the Director of Administrative Services to ensure that Purchasing Policies and Procedures are followed. IT Services have been budgeted in the Agency's 2011-2012 budget. Motion: Adopt Resolution. Synopsis of Previous Council Action: On November 17, 2011 approved by RDA Committee with Redevelopment Committee Members Marquez and Brinker voting unanimously to recommend that the Community Development Commission consider this action for approval. Backeround: Computer Options has been providing Information Technology("IT") services to the Agency for over ten years and has provided excellent service. The company has been operating under a purchase order since the beginning of the current fiscal year because the Agency had planned to issue a formal request for proposals ("RFP") for IT services under the Agency's Purchasing Policies and Procedures prior to this time. However, because of the conversion to the new accounting software and certain upgrades to the computer system and the uncertainty as to the continued existence of the Agency, staff is recommending instead that the Agency enter into an agreement to extend the services of Computer Options until the end of this fiscal year. The Purchase Order with Computer Options will be fully expended at the end of November. Current Issue: As the Commission is aware, the pending Supreme Court decision on AB IX 26 and AB 1X 27 and what that decision will mean to the Agency could change the way the Agency conducts its Updated: 12/1/2011 by Andrea Travis-Miller A 1410 business. As such, the IT services needed may also change. Additionally, staff is in the process of implementing the new financial software system. On July 25, 2011, the San Bernardino Economic Development Corporation (SBEDC) Board approved the purchase of the Springbook financial system software because the current system is obsolete and failing and is incapable of providing the accounting needs of the SBEDC and the Agency. Computer Options' institutional knowledge of the Agency's IT network and equipment will be invaluable in the months ahead as the conversion to the new system is occurring. Staff is proposing that the Agency enter into a short-term agreement with Computer Options, rather than continuing to utilize the purchase order system with Computer Options, through the time that the Supreme Court's decision is rendered on the fate of RDA's. Once it is known what the implications are to the Agency, a formal RFP will be issued wherein staff will identify the actual scope of services that will be required. Staff anticipates that a new agreement as a result the issuance of an RFP and an award to a proposer under that process will be brought forward in the spring of 2012 to be effective as of the beginning of FY 2012-2013. The conversion of the new financial system will also be completed by that time. The scope of services provides infrastructure and technology maintenance, consulting and support of the financial system, software and Laserfiche, phone system maintenance as well as, web/mail hosting and maintenance. /'� City Attorney Review: [ Sumortina Documents: err 12-05-11 Computer Options Vendor Services Agreement CDC Reso (PDF) 12-05-11 Computer Options Vendor Services Agreement (PDF) Updated: 12/1/2011 by Andrea Travis-Miller A 9.A.a 1 RESOLUTION NO. d 2 E d RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION o, 3 OF THE CITY OF SAN BERNARDINO APPROVING AND m 4 AUTHORIZING THE INTERIM EXECUTIVE DIRECTOR OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO 5 ("AGENCY") TO EXECUTE A VENDOR SERVICE AGREEMENT FOR F: INFORMATION TECHNOLOGY SERVICES BY AND BETWEEN THE v° 6 AGENCY AND COMPUTER OPTIONS 7 0 8 WHEREAS, the Redevelopment Agency of the City of San Bernardino (the "Agency') is a o public body, corporate and politic;and i 9 a WHEREAS, the Agency has approximately thirty-five fulltime positions and many part time 0 10 employees whose work requires Informational Technology ("IT") equipment, service and o 11 .- a maintenance; and .-. 12 c WHEREAS, Computer Options has been providing excellent IT Services to the Agency for 13 ten years;and a 14 WHEREAS, the Agency has purchased and is in the process of converting its obsolete d 15 E financial system to the new Springbrook Financial System and is depending on the current IT 2 16 a provider for their institutional knowledge of the Agency's network; and 17 v WHEREAS, the pending Supreme Court's decision on AB IX 26 and AB IX 27 regarding rn 18 19 the future of redevelopment may have adverse impacts on the future of the Agency,which would likely c change the IT requirements for the Agency; and � 20 WHEREAS, a formal Request for Proposals for IT Services will be brought forward in the 21 a 0 Spring of 2012 in an effort to award an agreement to a proposer under that procurement process and 22 have a new agreement in place by July 1,2012;and CL 23 0 WHEREAS, the scope of work includes maintenance, management and service of the 24 N Agency's computer network, workstations, network devices, technology planning, telephone and ° 25 voicemail system,printers, hardware,software,and consulting services. 26 E 27 � 28 a 1 P:4(gaeEss!Aewh ioniR<w4iouV01111]-W-11 CooKUln Opion-VerAw Senke AyNmxnl CW Rtu-Fiwldon © 1 NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION OF THE c 2 CITY OF SAN BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND E ORDER, AS d 3 FOLLOWS: m 4 Section 1. The Interim Executive Director of the Agency is hereby authorized to u it 5 execute a Vendor Service Agreement with Computer Options on behalf of the Agency in c a 6 substantially the form attached hereto as Exhibit"A",together with such changes therein as may be 7 approved by the Interim Executive Director of the Agency,the City Attorney and Agency Counsel. `o 8 The Interim Executive Director of the Agency or such other designated representative of the O 9 Agency is further authorized to do any and all things and take any and all actions as may be a E 10 deemed necessary or advisable to effectuate the purposes of the agreement, including making non- 0 11 substantive modifications to the Agreement, ° a 12 Section 2. This Resolution shall take effect from and after its date of adoption by this 0 13 Commission. z U 14 15 /1/ E 16 d 0. a 17 0 u 18 Z N 0 19 d 20 C 0 21 'o, O 22 0. 23 0 24 25 N 26 27 u I 28 a 2 P:U6xeEa0RewNiens''RemlutWnt @00\tl-0S-II Campukr Opion Yvolor Senin.�reemem CDC RmFindEwa Packet Pg.487i NEW I RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION _ OF THE CITY OF SAN BERNARDINO APPROVING AND c 2 AUTHORIZING THE INTERIM EXECUTIVE DIRECTOR OF THE E REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO m 3 ("AGENCY") TO EXECUTE A VENDOR SERVICE AGREEMENT FOR Im INFORMATION TECHNOLOGY SERVICES BY AND BETWEEN THE "m 4 AGENCY AND COMPUTER OPTIONS 5 y 6 1 HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Community c a Development Commission of the City of San Bernardino at a meeting 7 thereof,held on the day of 2011 by the following vote,to wit: S a O Commission Members: Ayes Nays Abstain Absent 9 MARQUEZ E 10 0 JENKINS 11 o BRINKER a 12 SHORETT 0 13 KELLEY 0 14 JOHNSON 15 MCCAMMACK E d i. 16 a 17 m Secretary g 18 m N 0 19 The foregoing Resolution is hereby approved this day of 2011. m 20 c 21 a Patrick J. Morris,Chairperson o 22 Community Development Commission 23 of the City of San Bernardino E 0 24 Approved as to Form: v Lh 25 ° N By: ZsZ Vi»tot(tty T. sabo 26 Agency Counsel d �^ 27 28 a 3 P.AVdastRmWllonsIReso%tions @0111 @.05.11 Comptcr Option-VeMor Seni Aermwnl COC RnuFxrttloa Packet Pg.488. REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO c at AGREEMENT FOR VENDOR SERVICES E P COMPUTER OPTIONS a n a, v it This Agreement for Professional Services (this "Agreement') is made and entered into as of in December 5, 2011, by and between the Redevelopment Agency of the City of San Bernardino (the `0 "Agency"),a public body,corporate and politic and Computer Options(the"Vendor'). m NOW, THEREFORE, IN CONSIDERATION OF THE COVENANTS AND MUTUAL c PROMISES CONTAINED HEREIN AND FOR SUCH OTHER GOOD AND VALUABLE o. CONSIDERATION, THE RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES 0 HERETO AGREE AS FOLLOWS: 3 CL E 1. SUPERVISION OF VENDOR. The Agency Staff designated in Exhibit"A" shall be responsible 0 for the direction of any work to be performed by the Vendor and any other vendors or sub-vendors o to the Agency under this Agreement. The Vendor shall not undertake any work under the terms of v this Agreement, unless instructed to do so by one of the designated staff members. No other staff — member is authorized by the Agency to request services from the Vendor. E 2. TERM OF AGREEMENT. The term of this Agreement shall commence on the date first appearing in this Agreement and will terminate on June 30, 2012 or sooner upon award of a formal vendor service agreement to a proposer solicited through a request for proposal process, whichever occurs first, unless earlier terminated as provided in Section 12. A. of this Agreement. Z The Agency reserves the right through the actions of the Interim Executive Director to terminate this Agreement at any time either with or without cause and at the sole convenience of the Agency `o upon delivery of notice of termination to the Vendor; provided, however, that upon the effective a date of any such termination,the Agency shall be responsible to pay and/or reimburse the Vendor > for all services, materials and supplies as may have been furnished to the Agency in accordance c with the Scope of Services as referenced in Section 3. •0 0 3. SCOPE OF VENDOR SERVICES. The Agency hereby retains the Vendor to provide the °= professional services set forth in the Scope of Services attached hereto as Exhibit `B" and E incorporated herein by this reference. The Vendor hereby agrees to perform the work set forth in 0 the Scope of Services, in accordance with the terms of this Agreement. The Vendor shall perform the services as set forth on said Scope of Services within the time periods to be identified by the N appropriate Agency representative. 4 4. PAYMENT BY AGENCY FOR WORK PERFORMED BY VENDOR. m E A. The Agency shall compensate the Vendor $6,000.00 per month for IT and phone services described in the Scope of Services set forth in Exhibit"B" billed monthly to the Agency. a f PAAgeMasUSmda AnachmeeMAgevda Nla<M.enlsUgrmss•AmeM 1011\IS-0SII Com{vler 0%ion1Yender Senitt Agrtemem}iml don ® i B. The compensation designated in subsection 4. A. shall be the total amount paid for performance of the work, as set forth in the Scope of Services. The Total Fee shall include,but not be limited to,the salaries of all sub-vendors retained by the Vendor and all m employees of the Vendor to perform work pursuant to this Agreement and shall be m inclusive of all costs and expenses incurred for mileage, travel, graphics, telephone, printing, fax transmission, postage, copies and such other expenses related to completion a of the work set forth in the Scope of Services. , v C. Upon the prior written approval of the Director of Administrative Services for any work performed outside the Scope of Services under this Agreement or for materials, hardware, `o or software furnished with such prior written approval, the Vendor shall invoice the c Agency separately as thus authorized by the Director of Administrative Services. >" e D. The Vendor shall submit invoices under this Agreement to: '0 a O Redevelopment Agency of the City of San Bernardino a Attention: Teri Baker,Director of Administrative Services E 201 North"E"Street, Suite 301 San Bernardino, California 92401 0 v E. Each invoice of the Vendor shall set forth the time and work performed in performance of ... the Scope of Services, during the period of time for which the invoice is issued. Each c invoice of the Vendor shall clearly set forth the names of the individual personnel of the E Vendor and any individual sub-vendors utilized by the Vendor, during the time period E covered by the invoice, and a description of the services rendered by each named a individual duping such time period. The Agency shall pay all amounts set forth on the m invoices of the Vendor and approved by the authorized Agency Staff personnel who requested the services,within thirty(30)days after such approval. rn `o 5. RECORDS RETENTION. Records, maps, field notes and supporting documents and all other records pertaining to the use of funds paid to the Vendor hereunder shall be retained by the > Vendor and available to the Agency for examination and for purposes of performing an audit for a "c period of five(5)years from the date of expiration or termination of this Agreement or for a longer °- period, as required by law. Such records shall be available to the Agency and to appropriate o county, state or federal agencies and officials for inspection during the regular business hours of the Vendor. If the Vendor does not maintain regular business hours, then such records shall be a available for inspection between the hours of 9 a.m. and 4 p.m. Monday through Friday,excluding c federal and state government holidays. In the event of litigation or an audit relating to this Agreement or funds paid to the Vendor by the Agency under this Agreement,such records shall be retained by the Vendor until all such litigation or audit has been resolved. N 6. INDEMNIFICATION. The Vendor shall defend, indemnify and hold harmless the Agency, its m officers, employees, representatives, and agents from and against any and all actions, suits, E proceedings,claims,demands, losses, costs and expenses, including legal costs and attorneys fees, for injury or damage of any type claimed as a result of the negligent acts or omissions of the a j Vendor, its officers, employees, sub-vendors and agents, to the extent arising from or related to negligent performance by the Vendor of the work required under this Agreement. 2 P:UgmEeMg<vde AlNCMentsUgeMn AtlecAmeMSUymu-Ameed]OIISIl-0511 C=m Iu Optiom VcMorSmi AmeemenlFiuldm 7. INSURANCE. The Vendor shall maintain insurance, as set forth in Exhibit "C" to this Agreement, throughout the term of this Agreement. The Vendor shall remain liable to the Agency m pursuant to Section 6, above to the extent the Vendor is not covered by applicable insurance for all m losses and damages incurred by the Agency that are caused directly or indirectly through the actions or inactions, willful misconduct or negligence of the Vendor in the performance of the a duties incurred by the Vendor pursuant to this Agreement. it v 8. OWNERSHIP AND REUSE OF DOCUMENTS AND OTHER MATERIALS AND io INFORMATION. All maps, photographs, data, information, reports, drawings, specifications, g computations, notes, renderings, designs, inventions, photographs, modifications, adoptions, c utilizations, correspondence or other documents generated by or on behalf of the Vendor for > performance of the work (collectively, the "Work Products") set forth in the Scope of Services c OC shall upon payment for those services embodying the particular element of the Work Products, 'a E. the sole property of the Agency, and the Work Products shall thereafter be delivered to the 0 Agency upon written request from the Agency to the Vendor. The Vendor shall not make use of 2 any maps, photographs, data, information, reports, drawings, specifications, computations, notes, a renderings, designs, inventions, photographs, modifications, adoptions, utilizations, 0 correspondence or other documents and other materials whether for marketing purposes or for use with other clients when such have become the property of the Agency without the prior express ° a written consent of the Agency except to the extent that such maps,photographs, data, information, reports, drawings, specifications, computations, notes, renderings, designs, inventions, photographs,modifications,adoptions,utilizations,correspondence or other documents are readily E available to the general public as public records pursuant to State law;provided,however, that the Vendor may retain copies of any such items for their business records. a w m The Vendor shall execute, acknowledge and perform any and all acts which shall be reasonably required in order for the Agency to establish unequivocal ownership of the maps, photographs, it it data, information, reports, drawings, specifications, computations, notes, renderings, designs, c inventions, photographs, modifications, adoptions, utilizations, correspondence or other documents and record, register and procure an issuance in or to the Agency's rights, title and/or > interest. Any reuse without written verification or adaptation by the Vendor for the specific purpose intended will be at the Agency's sole risk and without liability or legal exposure to the ° Vendor. a 0 9. PRESS RELEASES. Press or news releases, including photographs or public announcements, or a confirmation of the same related to the work to be performed by the Vendor under this Agreement c shall only be made by the Vendor with the prior written consent of the Agency. 0 10. CONFIDENTIALITY OF MATERIALS AND INFORMATION. The Vendor shall keep r confidential all reports, survey notes and observations, information, and data acquired or generated in performance of the work set forth in the Scope of Services which the Agency designates m confidential. None of such designated confidential materials or information may be made E available to any person or entity, public or private, without the prior written consent of the Agency. 3 P.lAyeMa,WlMi AnaAm,u!lV,geMa NUAmmsUpmlrAmeoE101111f-0fll Compulm Op�ons\'endm 5<nin Ayea.emcvl-Fiwla"s m 1 I. DEFAULT AND REMEDIES. E lu d A. Failure or delay by any party to this Agreement to perform any material term or provision a of this Agreement shall constitute a default under this Agreement; provided, however, that if the party who is otherwise claimed to be in default by the other party commences to Z cure, correct or remedy the alleged default within seven (7) calendar days after receipt of m written notice specifying such default and shall diligently complete such cure, correction or 0 remedy, such party shall not be deemed to be in default hereunder, m B. The party which may claim that a default has occurred shall give written notice of default e to the party in default, specifying the alleged default. Delay in giving such notice shall not S constitute a waiver of any default nor shall it change the time of default; provided, however, the injured party shall have no right to exercise any remedy for a default hereunder without delivering the written default notice,as specified herein. o• E 0 U C. Any failure or delay by a party in asserting any of its rights or remedies as to any default o shall not operate as a waiver of any default or of any rights or remedies associated with a e default. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement,the rights and remedies of the patties under this Agreement are cumulative d and the exercise by any party of one or more of such rights or remedies shall not preclude E the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. a, D. In the event that a default of any party to this Agreement may remain uncured for more Z than seven (7) calendar days following written notice, as provided above, a "breach" shall w be deemed to have occurred. In the event of a breach, the injured party shall be entitled to `o seek any appropriate remedy or damages by initiating legal proceedings. c d 12. TERMINATION. "c 0 .a A. This Agreement may be terminated by either party for any reason by giving the other party O fifteen (15) calendar days' prior written notice. The Agency shall pay the Vendor for all 2 work authorized by the Agency and completed,prior to the effective termination date. a E 0 B. In the event of a termination of this Agreement under this Section 12, the Vendor shall provide all documents, notes, maps, reports, data or other work product developed in I performance of the Scope of Services of this Agreement to the Agency, within ten (10) N calendar days of such termination and without additional charge to the Agency. u C E 13. NOTICES. All notices given hereunder shall be in writing. Notices shall be presented in person r or by certified or registered United States Mail, return receipt requested, postage prepaid or by overnight delivery by a nationally recognized delivery service to the addresses set forth below. C /^ Notice presented by United States Mail shall be deemed effective on the third (3rd) business day Sri following the deposit of such Notice with the United States Postal Service. This Section 13 shall not prevent the parties hereto from giving notice by personal service or telephonically vcriGed fax 4 P:\ASertlas\,tq[oda Ma[EmenWAgeoEa Nlathmml,Upn[s-Am<N 3011\I]-0511 Com,vler Option vtMOrSmi[e AptemtWFiwl doer - PacketPg.492 i 0 transmission, which shall be deemed effective upon actual receipt of such personal service or telephonic verification. Either parry may change their address for receipt of written notice by notifying the other party in writing of a new address for delivering notice to such parry. E E VENDOR: Computer Options w Attention: Brad McDemrith, CEO 447 Missouri Court d u Redlands,CA 92373 it Phone: (909)793-6338 in `o 9 AGENCY: Redevelopment Agency of the City of San Bernardino m Attention: Emil A.Marzullo,Interim Executive Director > m 201 North`B" Street, Suite 301 `o San Bernardino, California 92401 S Phone: (909)663-1044 0 Fax: (909) 888-9413 CL E 14. COMPLIANCE WITH LAW. The Vendor shall comply with all local, state, and federal laws, 0 including,but not limited to, environmental acts,rules and regulations applicable to the work to be c performed by the Vendor under this Agreement. The Vendor shall maintain all necessary licenses, a including a City of San Bernardino Business License, and registrations for the lawful performance of the work required of the Vendor under this Agreement. m E 15, NONDISCRIMINATION. The Vendor shall not discriminate against any person on the basis of m race, color, creed,religion, natural origin, ancestry, sex, marital status or physical handicap in the a performance of the Scope of Services of this Agreement. Without limitation, the Vendor hereby certifies that it will not discriminate against any employee or applicant for employment because of .2 it we race, color, religion, sex, marital status or national origin. Further, the Vendor shall promote w affirmative action in its hiring practices and employee policies for minorities and other designated $ classes in accordance with federal, state and local laws. Such action shall include, but not be d limited to, the following: recruitment and recruitment advertising, employment, upgrading and > promotion. In addition, the Vendor shall not exclude from participation under this Agreement any c employee or applicant for employment on the basis of age, handicap or religion in compliance 'Q with State and Federal laws. O m 16. VENDOR AND EACH SUB-VENDOR ARE INDEPENDENT CONTRACTORS. The Vendor a all at all times during the performance of any work described in the Scope of Services be 0 deemed to be an independent contractor. Neither the Vendor nor any of its sub-vendors shall at any time or in any manner represent that it or any of its employees are employees of the Agency or 4 any member agency of the Agency. The Agency shall not be requested or ordered to assume any N liability or expense for the direct payment of any salary, wage or benefit to any person employed 7 by the Vendor or its sub-vendors to perform any item of work described in the Scope of Services. m j The Vendor is entirely responsible for the immediate payment of all sub-vendor liens. t � I 17. SEVERABILITY. Each and every section of this Agreement shall be construed as a sep arate and a independent covenant and agreement. If any term or provision of this Agreement or the application thereof to certain circumstances shall be declared invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to circumstances other 5 PUg<WaslAgeoda Ana.6mmtsUgeda Atta<6mWalAgrmasAmeM 3011\1]-0511 Comprter Oplimf\'tMor Seni..A,.m.t iu1.EaF Packet Pg.493 than those to which it is declared invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. a E 18, ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties. d W This Agreement supersedes all prior negotiation, discussions and agreements between the parties a concerning the subject matters covered herein. The parties intend this Agreement to be the final expression of their agreement with respect to the subjects covered herein and a complete and Z exclusive statement of such terms. y `o 19. AMENDMENT OR MODIFICATION. This Agreement may only be modified or amended by m written instrument duly approved and executed by each of the parties hereto. Any such > modification or amendment shall be valid, binding and legally enforceable only if in written form c and executed by each of the parties hereto, following all necessary approvals and authorizations 'a for such execution. O 20. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California. a Any legal action arising from or related to this Agreement shall be brought in the Superior Court E E U of the State of California in and for the County of San Bernardino. o a 21. NON-WAIVER. Failure of either party to enforce any provision of this Agreement shall not — constitute a waiver of the right to compel enforcement of the same provision or any remaining d provisions of this Agreement. E �. 20 22. ASSIGNMENT. This Agreement may not be assigned by the Vendor without the prior written consent of the Agency. m v 23. REPRESENTATIONS OF PERSONS EXECUTING AGREEMENT. The persons executing this rn Agreement warrant that they are duly authorized to execute this Agreement on behalf of and bind g the parties each purports to represent. e 24. EXECUTION IN COUNTERPARTS. This Agreement may be executed in one (1) or more counterparts, each of which will constitute an original. 0 . O 25. EFFECTIVENESS OF AGREEMENT AS TO THE AGENCY. This Agreement shall not be ^S� i binding on the Agency until signed by an authorized representative of the Vendor, approved by the o governing board of the Agency and executed by the Interim Executive Director or his designee. tEEO 26. CONFLICTS OF INTEREST. The Vendor hereby represents that it has no interests adverse to the n Agency or the City at the time of execution of this Agreement except as previously disclosed to N the Agency Staff and in particular with respect to other work being performed by the Vendor for i) None and ii)None m The Vendor hereby agrees that, during the term of this Agreement,the Vendor shall not enter into t any agreement or acquire any interests detrimental or adverse to the Agency or the City. Additionally, the Vendor hereby represents and warrants to the Agency that the Vendor and any partnerships,individual persons or any other party or parties comprising the Vendor,together with �. each sub-vendor who may hereafter be designated to perform services pursuant to this Agreement, do not have and, during the term of this Agreement, shall not acquire any properly ownership 6 F.1 pa.M vWM Apac..MgeM.Atb Conker Ogim,YcWor Senk AyrsemenFFind Packet Pg.494 interests, business interests, professional employment relationships, contractual relationships of any nature or any other financial arrangements relating to the Agency, property over which the Agency has jurisdiction or any members or staff of the Agency that have not been previously m disclosed in writing to the Agency, and that any such property ownership interests, business m interests, professional employment relationships, contractual relationships or any nature or any W other financial arrangements will not adversely affect the ability of the Vendor to perform the services to the Agency as set forth in this Agreement. 27. NON-EXCLUSIVITY. This Agreement shall not create an exclusive relationship between the y Agency and the Vendor for the services set forth in Exhibit`B" or any similar or related services. 9`0 The Agency may, during the term of this Agreement, enter into similar agreements with other d vendors for the performance of the same, similar or related services as those that may be > performed by the Vendor under this Agreement. The Agency reserves the discretion and the right c to determine the amount of services to be performed by the Vendor for the Agency under this a Agreement, including not requesting any services at all. This Agreement only sets forth the terms 0 upon which any such services will be provided to the Agency by the Vendor, if such services are requested by the Agency, as set forth in this Agreement. o E 0 28. CONSEQUENTIAL DAMAGES AND LIMITATION OF LIABILITY. The Agency and Vendor agree that except as otherwise provided in this Section 28, in no event will either be liable to the a other under this Agreement for any damages including,but not limited to,special damages, loss of — revenue, loss of profit, operating costs or business interruption losses, regardless of cause, c including breach of Agreement, negligence, strict liability or otherwise. The limitations and E exclusions of liability set forth in this Section 28 shall apply regardless of fault, breach of Agreement, tort, strict liability or otherwise of the Vendor and the Agency, their employees or sub-vendors. v 29. BUSINESS REGISTRATION CERTIFICATE. The Vendor warrants that it possesses, or shall w m obtain immediately after the execution and delivery of this Agreement, and maintain during the o period of time that this Agreement is in effect,a business registration certificate pursuant to Title 5 c of the City of San Bernardino Municipal Code, together with any and all other licenses, permits, > qualifications, insurance and approvals of whatever nature that are legally required to be "c maintained by the Vendor to conduct its business activities within the City. 2 O v h ; 9 N C E 0 7 P.USeWas NgeMaMacAmemssAgmdaAnacbmenlsUg ti-AmeM]01)%EM5.11 NmWler Opti mVeMor Scnice Agreemenl8imido IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed as of the date indicated next to the authorized signatures of the officers of each of them as appear below. E E d AGENCY 2 m Redevelopment Agency of the City of San Bernardino, $ a public body,corporate and politic it Vl O 9 C d Dated: By: w Emil A.Marzullo,Interim Executive Director e c O m CL E Approved as to Form and Legal Content: 0 0 a By: Isl Vintothl'l�-r $lido c a Timothy J. Sabo,Agency Counsel E d a u VENDOR rn 0 9 Computer Options d c 0 o. Dated: By: O Brad McDermith,CEO 5 a E 0 v I A 4 r C c m E s u Q 8 1 P W8md3s\A&end\AtluFmzctsWgznda AllubmxmsUgntsAm<M 3011 @-0511 Comgner ppnons VeNor&mi<e Agramzm8iul dos Packet Pg. 496i' EXHIBIT"A" SUPERVISORY STAFF PERSONNEL a E m m Agency Staff: a w m u Teri Baker,Director of Administrative Services or her designee 'Z m N O D C m 7 w c 0 a O m a E 0 U 0 a c m d w Q w m u m N O D C m w c O E. O a E O U N 4 N r C m E ; s i f P:USeMasUSaMe Ane<AmeonUgerAa AOOCAmmisUgrmirM<od 3011\I3-OS-11 ComPmel Opiiw\'<Mor Seniee Agreement-Fimldo PacketPg.497 EXHIBIT`B" SCOPE OF SERVICES c m E m m a Provide Infrastructure and Technology Maintenance/Non Maintenance and Phone Maintenance/Non d Maintenance support for all Agency Departments including,but not limited to: Z m N 1. Infrastructure and Technology Maintenance-Daily activities g 'a c • Complete maintenance of the computer network, workstations,file and Exchange server, GIS > server,database server,DCs,switch gear and firewalls. o • Manage Network Printers(as needed). 'a • Manage Other Networked Devices(as needed). O • Monthly reports of work accomplished,work in progress,etc. (Monthly or as needed). � • Provide on-site technician for workstation/printer set-up and troubleshooting(as needed). E • Service/repair Network/workstations,if and when required. r0 • Remotely monitor all IP devices from CO Network-operations-center. o • Keep Service Packs,Patches and Hot fixes current as per company policy. v • Check event log of every server and identify any potential issues. • Monitor hard-drive free space on server. • Exchange Server user/mailbox management. m • Monitor Active Directory replication as needed. • Actively monitor and manage network security. w • Manage content filtering appliances. • Rotate out and upgrade equipment keeping all technology current proportional to agency It demands. `o • General assistance,training and support for the agency users and consultants. • Consulting and planning for all technology upgrade paths. • Digital copier,scanner and printer maintenance and configuration, e j • Maintenance of Laserfiche, electronic entry system,GIS systems,Accounting system and a Lightspeed system. o • Maintain complete software and hardware inventory and audit annually for license compliance. is • Twenty-four 24 hours, Seven 7 days per week support with a three 3 hour response time, c Ty" ( ) ( ) Ys P PP ( ) P • Managed Endpoint protection(including licensing). N 2. Non-maintenance duties-As Needed 4 N • Consulting and support to the accounting software developer. • Consulting and advice for software and any special applications. `m • Addition of new equipment or implementation of new functionality. • Laserfiche and imaging project installation,consulting,and procedure development. • Maintain inventory of like equipment(switch,routing equipment,workstations and server components) for replacement during a failure. (as permitted by budget). • Consult with EDA team regarding information retention. I P:Ue<MasUguNa Mu1.nm�dAg<ka TIIaz6mmbU•mt,-AmeM tpllgi-0)It ConyNaOplio1 O<nae.s.n;a np«m<are<Leoc. • Daily,weekly,monthly, quarterly and annual off-site back-up retention. Per future data retention policy. • Virtual server management as needed. d E m 3. Phone system maintenance/non-maintenance: >v • Telephone system installation,maintenance and support. a • Telephone technical support for entire 201 North`<E" Street building. EDA,OBD and Omnitmns,etc.(Daily). it m N 4. Linux WEB/MAIL Maintenance contract shall include: fDaily) `o • Domain name management,web/email hosting for EDA and related entities.(e.g.EDA, security certificates, etc.). > m • Complete hosted Redhat Linux web/mail server management. `o • Manage MySQL, apache,postfix, dove cot and related tools/utilities. S • FTP Space and access. 0� • Consulting/support to web/DB designers. 5 CL E 0 v Agency Hardware and Software o a • Six Xeon based Windows 03/08 Server family • iSCSI SAN Device m • Storage area network • General managed switching Ethernet network 2 • Direct SCSI attached RAID Array(for fast daily data backup/restore) • AIT5 based tape back-up system u • Netgear Family L2 managed Ethernet switches (Some w/fiber Intf) m • Sonicwall routing/content filtering appliance H • Nortel BCM200 Phone system, Seven Voice,TI with apprax 100 phones, Outlook VM software �0 • VMware family of virtualization products >m • Symantec Back-up Exec Products me 0 • Microsoft Office 2007-2010 Office Products •a • Microsoft Server family products C • Microsoft SQL server & • Microsoft Visual Studio E • ESRI GIS software products 0 • Laserfiche software products • FastTrack software 4 • Redhat Linux hosted server c m E 0 Q I1 PAAyrcndsAAg<n�z AnuM1m<nISAg<MS NIZCM1m<msUymmAmeMi0111R-01-tl ComWlm OWiom\'<Wnr Sense Ap,ameunFiml.Eacx EXHIBIT"C" INSURANCE REQUIREMENTS E The Vendor shall maintain insurance policies issued by an insurance company or companies d authorized to do business in the State of California and that maintain during the term of the policy a a "General Policyholders Rating" of at least A(v), as set forth in the then most current edition of "Bests u Insurance Guide," as follows: Z m (1) Comprehensive General Liability Insurance. The Vendor shall maintain w comprehensive general liability insurance of not less than Two Million Dollars V ($2,000,000.00)combined single limit,per occurrence. j N C (2) Automobile Insurance. The Vendor and each of its sub-vendors shall maintain a comprehensive automobile liability insurance of not less than One Million Dollars o ($1,000,000.00) combined single limit per occurrence for each vehicle leased or owned by the Vendor or its sub-vendors and used in performing work under this n Agreement. c U (3) Worker's Compensation Insurance. The Vendor and each of its sub-vendors shall ° maintain worker's compensation coverage in accordance with California workers' °r compensation laws for all workers under the Vendor's and/or sub-vendor's employment performing work under this Agreement. E m (4) Errors and Omissions Coverage. The Vendor shall maintain an insurance policy a covering liability for errors and omissions of the Vendor in performing the Scope $ of Services of this Agreement in an amount of not less than One Million Dollars 4 ($1,000,000.00). m N Concurrent with the execution of this Agreement and prior to the commencement of any work by c the Vendor, the Vendor shall deliver to the Agency, copies of policies or certificates evidencing the existence of the insurance coverage required herein, which coverage shall remain in full force and effect 0 continuously throughout the term of this Agreement. Each policy of insurance that Vendor purchases in 4 satisfaction of the insurance requirements of this Agreement shall name the Agency as an additional p insured and shall provide that the policy may not be cancelled, terminated or modified, except upon thirty (30)days' prior written notice to the Agency. 'o E - 0 v N Q N r r C 0 E r u Q 12 P.WgmdaddBenda Ana<tm<m9AyeMa A"a<M1m<n"UpsrolnAmeMR01111R05-II CamWln OPiunsWWarSmice AgmmenoFinsldan