HomeMy WebLinkAboutC2011-355 - 10/11/2011 - ApprovedI
INTERLOCAL AGREEMENT
FOR
INFORMATION TECHNOLOGY SUPPORT
This Agreement made and entered into this /A ay of � , 2011, by and
between the Corpus Christi Regional Transportation Authority hereinafter referred to
as "RTA ", and. the City of Corpus Christi, a Texas home -rule municipal corporation
hereinafter referred to as "City', under the authority and in accordance with the
Interlocal Cooperation Act, as set out in Chapter 791, Texas Government Code
WITNESSETH:
WHEREAS, Texas Government Code, Chapter 791, authorizes local
governments of the state to enter into contracts for governmental functions and
services to increase their efficiency and effectiveness; and
WHEREAS, the RTA and the City are local governments as defined in Texas
Government Code, Section 791.003(4), have the authority to enter into this
agreement, and have each entered into this agreement by the action of its governing
body in the appropriate manner prescribed by law; and
WHEREAS, both the City and RTA represent to one another that each
respective party has the authority to enter into this agreement and perform the
obligations and duties stated herein; and
WHEREAS, the RTA and the City specify that each party paying for the
performance of said functions of government shall make those payments from current
funds available to the paying party.
NOW, THEREFORE, the parties hereto agree as follows:
1. Purpose. The purpose of this Agreement is to establish the foundation for
information technology ( "IT ") maintenance and support to be provided by the City to
the RTA in exchange for reimbursement payments to be provided in accordance with
Section 4 below.
2. Duties of the City. Subject to availability of sufficient City staffing and resources as
determined by the City Manager or designee, the City agrees to provide the following
services to the RTA for the term of this Agreement, upon written request of the RTA
Chief Executive Officer, and subject to RTA payment of all costs necessary for City to
complete the requested work:
a. Should the RTA request, the City can assist the RTA to migrate the RTA's
internet service to that of the City's.
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b. Should the RTA request, upgrade network infrastructure from a Layer 1 to a
Layer 3 topology for improved security
c. Should the RTA request, maintain current patches and service packs on all
networking equipment (switches, routers, firewalls, etc.) owned and currently in
service by the RTA.
d. Should the RTA request, host and/or support the RTA's phone system once
a migration to VolP has been completed.
e. Should the RTA request, the City can assist deploying WI-Fi on RTA buses,
common places, and bus stops as resources permit. RTA will be responsible
for funding equipment purchases and installation if third-party support is
needed.
f. Provide maintenance and support for all servers, including work stations
running as servers belonging to the RTA. Should the RTA request, and if City
so chooses and applications are supported as such, the parties may migrate
RTA systems to a virtualized environment to be either hosted at City Hall or
RTA with prior approval of the RTA.
g. Provide application support as needed within the skill sets of City Staff for
software systems in place.
h. Should the RTA request, migrate RTA's domain controller and Exchange - -- --
email accounts to the same system being implemented by the City — Microsoft
Active Directory and hosted Exchange Email.
i. Should the RTA request, provide hosting of RTA's website and additional
services as agreed to by both parties.
j. Standards for support services provided hereunder, including response and
resolution times for reported problems shall be identical to those provided by
the City to its own system users.
k. Should the RTA request, provide a disaster recovery site for RTA systems,
I. Special projects, such as new software implementations and upgrades, and
others that require project management or activities by City MIS staff that
cannot be classified as maintenance and support activities shall fall outside the
purview of this agreement and shall be negotiated separately as needed.
Should any activity require additional negotiation, those negotiations must be
approved in writing by the Chief Executive Officer of the RTA and the City
Manager or designee.
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m. The parties acknowledge that all of City obligations are subject to RTA's
prior execution of necessary contract documents with the City vendors or
contractors, when applicable, and subject to RTA's prior payment of all costs
necessary for the City to complete the requested RTA IT work.
n. The City may use remote access tools for monitoring and troubleshooting
systems located at RTA facilities. The City may conduct a security audit of
RTA's information technology environment at any time.
3. Duties of the RTA. The RTA agrees to meet the following obligations for the term of
this Agreement:
a. Continue support of RTA personal computers, laptops, and printers.
b. Provide funding required in order to bring supported equipment and
software to City standards if in the best interest of the RTA.
c. Retain full responsibility for funding all RTA infrastructure upgrades, third -
party maintenance agreements, and implementations. City will provide funding
proposals as required by the RTA.
d. Should the RTA determine that an upgrade to the existing copper cable
infrastructure to support IP Phones and improve quality of service from.100MB
to 1GB speeds be necessary, any improvements to the RTA infrastructure is
the responsibility of the RTA. The City can assist the RTA with technical
support for infrastructure improvements.
e. Provide City MIS employees reasonable and necessary access to RTA
facilities. to accomplish support tasks described herein.
f. Provide any requested information pertinent to security either cyber or
physical.
g. Use the City's tool LanDesk Service Desk to report and track any system
issues. RTA IT personnel will be provided with direct contact numbers for
individuals they will frequently work with at the City.
h. City may require that RTA contract with competent third- parties to provide
support services for either hardware or software if such support services cannot
reasonably be performed by City MIS staff.
L Permit use of one (1) vehicle service bay on an as- needed basis
for information technology - related modifications to City vehicles.
j.. RTA shall be responsible for payment of all costs necessary for the City to
complete RTA IT work.
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4. Price and Payment. As compensation for the performance of the services
provided, the RTA must fully reimburse the City for all salaries and benefits due to the
employees under the City's Compensation Ordinance and Benefits Plan. The RTA
shall issue reimbursement payment to City within thirty (30) days of receipt of invoice
from the City.
5. Implementation. The City Manager and RTA's Chief Executive Officer are
authorized and directed to take all steps necessary or convenient to implement this
Agreement, and shall cooperate in developing a plan for the implementation of the
activities provided for in this Agreement.
6. Warranty. The Agreement has been officially authorized by the governing body of
each Party, and each signatory to this Agreement guarantees and warrants that the
signatory has full authority to execute this Agreement and to legally bind their
respective Party to this Agreement.
7. Expending Funds. Each Party which performs or pays for services under this
Agreement must do so with funds available from current revenues of the Party. In the
event that payments or expenditures are made, they must be made from current funds
as required by Chapter 791, Texas Government Code.
8. Term of Agreement.
a. Once approved by all Parties, this Agreement shall be for a term of one year,
beginning August 1, 2011, and may be renewed annually by letter agreement
executed by City Manager and RTA Executive Director, unless any party
terminates participation by giving at least 90 days written notice to the other
party. This Agreement may be terminated by either party at any time without
cause upon 90 days written notice.
b. Within 90 days of the scheduled termination date of this agreement, , RTA
and City will jointly devise a plan that returns all data, systems, and associated
subsets back to their rightful owner before the expiration of the notice of
termination.
9. Oral and Written Agreements. All oral or written agreements between the .parties
relating to the subject matter of this Agreement, which were developed prior to the
execution of this Agreement, have been reduced to writing and are contained in this
Agreement.
10. Entire Agreement. This Agreement, including Attachments, represents the entire
Agreement between the Parties and supersedes any and all prior agreements
between the parties, whether written or oral, relating to the subject of this agreement.
11. Interlocal Cooperation Act. The Parties agree that activities contemplated by this
Agreement are "governmental functions and services" and that the Parties are "local
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governments" as that term is defined in the Interlocal Cooperation Act, Chapter 791,
Texas Government Code.
12. Severability. If any provision of this Agreement is held invalid for any reason, the
invalidity does not affect other provisions of the Agreement, which can be given effect
without the invalid provision. To this end the remaining provisions of this Agreement
are severable and continue in full force and effect.
13. Validity and Enforceability. If any current or future legal limitations affect the
validity or enforceability of a provision of this Agreement, then the legal limitations are
made a part of this Agreement and shall operate to amend this Agreement to the
minimum extent necessary to bring this Agreement into conformity with the
requirements of the limitations, and so modified, this Agreement continue in full force
and effect.
14. Not for Benefit of Third Parties. This Agreement and all activities under this
Agreement are solely for the benefit of the . Parties and not the benefit of any third
party.
15. Immunity not Waived. Nothing in this Agreement is intended, nor may it be
deemed, to waive any governmental, official, or other immunity or defense of any of
the Parties or their officers, employees, representatives, and agents as a result of the
execution of this Agreement and the performance of the covenants contained in this
Agreement.
16. RELEASE OF LIABILITY AND COVENANT NOT TO SUE CITY OF CORPUS
CHRISTI.
THE PARTIES ACKNOWLEDGE AND AGREE THAT THE CITY IS NOT
RESPONSIBLE FOR THE SERVICES PROVIDED UNDER THIS AGREEMENT.
a. RTA agrees and understands that it will request and receive services and
participate in this Agreement at its own risk and hereby releases, waives, and in all
ways relinquishes any and all present or future claims against City which RTA, its
officers, agents, employees, representatives, and contractors and subcontractors, and
any other person or entity (collectively, hereinafter "RTA "), may assert, have, or
acquire as a result of any injury, death, damage, or loss whatsoever to itself or its
property resulting from, arising out of, or connected with the City's participation in this
Agreement.
b. RTA agrees to release, waive, and relinquish all claims, and further
covenants not to sue the City for any claim, regardless of whether same may arise
from any negligence, gross negligence, or willful misconduct of the City or its
employees.
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c. RTA understands there may be risks involved. RTA assumes all risks, and
will rely solely on itself, and not the City or its employees, in determining what those
risks are.
d. RTA's Release of Liability. applies to all activities during or connected in any
way with the City's participation under this Agreement and any performance
hereunder.
17. INDEMNIFICATION OF THE CITY. To the extent permitted by law,
the Regional Transportation Authority shall . indemnify, save
harmless and defend the City of Corpus Christi, and its agents,
servants, and employees, and each of them against and hold it and
them harmless from any and all lawsuits, claims, demands,
liabilities, losses and expenses, including court costs and attorneys'
fees, for or on account of any injury to any person, or any death at
any time resulting from such injury, or any damage to any property,
which may arise or which may be alleged to have arisen out of or in
connection with the work covered by this contract. The foregoing
indemnity shall specifically include the sole or concurrent
negligence of the City of Corpus Christi, its agents, servants, or
employees or any other person indemnified hereunder.
18. Notices.
a. Notices under this agreement may be delivered by mail as follows:
City:
RTA:
City of Corpus Christi
Attn: City Manager
P.O. Box 9277
Corpus Christi, Texas 78469 -9277
Corpus Christi Regional Transportation Authority
Attn: Chief Executive Officer
5658 Bear Lane
Corpus Christi, Texas 78405
19. Amendments to Agreement.
a. This Agreement may not be amended except by written agreement approved
by the governing bodies of the Parties.
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b. No officer or employee of any of the Parties may waive or otherwise modify
the terms or limitations in this Agreement, without the express action of the
governing bodies of each Party.
20. Captions. Captions to provisions of this Agreement are for convenience and shall
not be considered in the interpretation of the provisions.
21. Governing Law and Venue. This Agreement shall be governed by the laws of
the State of Texas. Venue for an action arising under this Agreement shall be in
accordance with. the Texas Rules of Civil Procedure. This Agreement takes effect
upon date of last signature.
IN WITNESS WHEREOF, the parties have caused this agreement to be executed by
their authorized representative.
REGIONAL TRANSPORTATION AUTHORITY
By:
Scott Neeley :Date
Chief Executive Officer
CITY OF CORPUS CHRISTI
� =7
- - -- - __ -
Ronald L. Olson
City Manager
Date:
�U- Oa 9;06 AUTHORIZED
�q s r wi �y w g r /
APPROVED AS TO LEGAL FORM
By: oe- q -'V i
Lisa Aguila Date
Assistant City Attorney
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