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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. 2011 -355 Res. 029236 Items12011 -08 -23 RTA ILAl2011 -08 -23 City RTA IT 10111111 C.C. Regional Transportation Auth. INDEXED 2 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. H: 1M[ S- DIR 1ConnieBlBudget- FY10111Agenda Items12011 -08 -23 RTA ILAl2011 -08 -23 City RTA IT Intearlocal.DOCX 91 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. H:1 MIS- DIR IConnieB\Budget- FY1011\Agenda Items12011 -08 -23 RTA ILAl2 01 1 -08 -23 City RTA IT Interlocal.DOCX rd 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 H:1 MIS- DIR 1ConnieB\Budget- FY10111Agenda Items12011 -08 -23 RTA ILAl2011 -08 -23 City RTA IT Interlocal.DOCX 5 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. H:1 MIS- DIRIConnieB \Budget- FY10111Agenda Items12011 -08 -23 RTA ILAN2011 -08 -23 City RTA IT Interlocal.DOCX z 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. N:1 MIS- DIR 1ConnieBlBudget- FY1011\Agenda Items12011 -08 -23 RTA IM2011 -08 -23 City RTA IT Interlocal.DOCX 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 H:\ MIS- DIR 1ConnieB\Budget- FY1011\Agenda Items12011 -08 -23 RTA ILAN2011 -08 -23 City RTA IT Interlocal.DOCX