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HomeMy WebLinkAboutC2013-257 - 8/27/2013 - Approved Professional Services Agreement Datacron Managed Services Contract I This Agreement is made this 2,livday oAUAVeRW/ren City,of Co!pus Christi ("Client"), having its principal place of business at 1,201,Leo l2ard St. Co1pus Christi. TX 78401-2825 andFalcron Solutions, Inc., ("Consultant"), having its principal place of business at 11152 Westheimer Rd, #876, Houston, Texas, 77042. In consideration of the premises, covenants and conditions contained in this Agreement, and intending to be legally bound, the parties mutually agree as follows: 1. Scone of Contract Consultant shall provide the services as described below using the minimum of—80 hours ors mo of database administration consulting services, as outlined in Section 4, with the goals listed below: a. Providing an initial assessment and recommendations of the database servers. ® Implementation of recommendations as approved by the Client for the database servers. c. Implementation of base processes for monitoring of database servers. d. Providing a weekly health check of each database server along with reports based on performance and utilization data. e. Review and analyze database servers to provide information regarding overall system architecture and need for optimization. f. Provide assistance in determining and resolving database server issues and problems. ® Assist with database issues and projects as determined by Client. 2. Term of Contract This Agreement shall commence as of date of last signature and continue for one year. This agreement may be extended for up to two additional one-year terms, under the same terms and conditions,upon written agreement of the City Manager and Consultant. 3. Consulting Service Fees The payment for the initial Monthly Service Fee should accompany the delivery by Client of a signed copy of this Agreement; upon receipt Consultant will commence services under this Agreement. Hours that are accumulated each on beyond the number of base hours included with the Monthly Service Fee will be invoiced on with the Monthly Service Fee at the to indicated by the selection of the Additional Hours Rate in Section 5. Client will pay the invoices within 15 days of invoice receipt out offset. Invoices that become 30 days past due are subject to a 1.5%per on late payment charge. 2013-257 8/27/13 M2013-133 Falcron Solutions Inc. INDEXED' 4. Features and Deliverables The following are included under this Agreement: a. Consultant will be available for services for a minimum set of hours per month as selected in Section I above. b. Non-emergency time will be scheduled one week in advance. Other urgent needs and emergencies will be responded to as soon as Consultant is able. c. Response time for non-emergency issues will be 4 business hours and to emergency issues will be-4 business hours. d. Consultant will provide a i�;o_nthly statement that details the activities and tasks completed to fulfill the service needs of Client. e® Guaranteed priority Response: Consultant guarantees priority access to Client over non-service agreement customers. 5. Service Fee/Rates. The Service Level plan selected is Silver in is the response time will be 4 Business Hours and the availability will be—7am to 7 prn -CST _. The Monthly Service Fee that fo is due each month r the length of the Agreement is n Thousand Dollars (S.1.,0000.00). Any additional Consulting Service hours that are accrued past the base hours provided for in the block of hours will be billed at the to of $11 0.00/hr in minimum increments of 15 minutes($27.50 per 15 minute increment of additional service). 6° Con fidentialily AggLement Consultant agrees to hold and maintain as confidential any Client Confidential Information which is disclosed to it, or tow is it gains access,as a result of performing services under this Agreement. As used herein,"Confidential Information" shall mean information, data or know how, received by Consultant or tow is Consultant gains access,as a result of performing services under this Agreement, and which is neither in the public domain nor generally available. 7. Limitation of Lis hilily Consultant shall not be responsible or liable for compensatory ors eci ages resulting from the failure of performance under this Agreement. In the event that Client claims damages as a result of any claimed act or omission by Consultant relative to this Agreement, Client's sole and exclusive remedy shall be to seek the repayment of fees paid to Consultant, or, at Client's option, the re-performance of services. If Client deems Consultant's work to be unsatisfactory or incomplete, Client shall not Consultant in writing within 30 days,and will give Consultant the opportunity to complete the work to a reasonably satisfactory standard within 30 days of receipt of written notice. In no event will Consultant be liable for any lost revenue, lost savings, or incidental, special or consequential damages. Consultant shall not be responsible to Client for loss of use of Client's application or systems, or for any other liabilities arising from alterations, additions, adjustments or repairs to Client's application or systems.No party shall be liable to the other for any delay or failure to perform due to causes beyond its reasonable control. 8. Indem nits CONSULTANT AGREES TO Y, HOLD HARMLESS AND DEFEND THE CITY OF CORPUS CHRISTI T IC ERS, EMPLOYEES AND AGENTS (" T ") FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS AND CAUSES OF ACTION ACCOUNT OF DEATH, S, PROPERTY LOSS T DAMAGE,OF INCLUDING ALL EXPENSES OF LITIGATION, C T COSTS, ATTORNEYS' FEES AND EXPERT WITNESS S WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION THIS AGREEMENT OR THE PERFORMANCE F THIS AGREEMENT. CONSULTANT T, AT ITS OWN INVESTIGATE L CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER ISIS T° , DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL A LY SATISFACTORY TO INDEMNITEES A LL CHARGES OF ATTORNEY AND ALL OTHER COSTS S ARISING FROM ANY OF SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS S T T UNDER THIS SECTION L SURVIVE THE EXPIRATION TERMINATION AGREEMENT. 9° Data Securijy2rotection Consultant agrees that it will protect the Client's data according to commercially acceptable standards and no less rigorously than it protects its confidential information, but in no case less than reasonable care based on the laws of the state of Texas. Consultant shall develop, implement, °n in and use appropriate administrative,technical and physical security measures 'c ay include but not be limited to encryption tee igues,to preserve the confidentiality, integrity availability of 1 such Client Data. Any additional state or regulatory requirements that need to be adhered to by the Consultant in reference to the security and protection of Client data, should a provided in writing before contract acceptance and approval is given. 10. e i of Work Product In connection with performance of services to Client, Consultant may write, design, develop, implement eliver to Client certain work product, which may include, but shall not be limited to, computer software (code), documentation, and related material. This work product shall become and remain the sole and exclusive roe of Consultant. Without limiting e foregoing, Consultant shall be freely entitled to (and to authorize others tea) use, duplicate, publish,disseminate, communicate, market, license, sell or otherwise e to or derive benefits from any Consultant property for its own use or other's benefit, without restriction or payment of any kind except otherwise specified hereunder. Consultant hereby grants license to Client to internally reuse or redistribute code created by the Consultant under this Agreement, but only under the condition that Client clearly describe code ownership redistribution rights using the BSD License (see http://www.opensource.org/licenseslbsd- license.php). Any code that Consultant provides to the Client that is expressly provided in the public domain shall be acknowledged as such in the code, and will remain in the public domain. or product created exclusively by Client in conjunction within this Agreement, as well as all Client data, shall remain the property of Client. 11® Validily of Provision If any provision of this Agreement is held to be void,illegal, unenforceable, or in conflict with any law of a controlling government agency,the validity of the remaining portions and/or provisions of this Agreement shall not be affected thereby. 12. Amendment This Agreement may be amended only by written agreement between the parties that expressly amends,terminates, or supersedes this Agreement. 13.Non-solicitation Falcron Solutions, Inc. invests considerable time and expense in recruiting and training its workers in order to ensure that Falcrop Solutions, Inc's clients receive the highest level of service. In order to protect Falcron Solutions' investment in its works Solutions, Inc. requires that unless otherwisea ee upon in writing by Falcron Solutions, Inc., during the to of this Agreement and for the 12 on period following its termination, Clients 1 not directly or indirectly solicit, offer employment, employ or retain as a consultant any employee or Former Employee, consultant or former consultant of Falcron Solutions, Inc. 14. x eases No additional expenses such as travel, software or hardware will be necessary for this engagement based on resource location. Should additional resources be required for the Datacron service and travel is requested, an additional addendum to the contract can be added to specifically address that need. 15. Miscellaneous Provisions a- Notices®Any notice given in connection with the Agreement shall be in writing and sent to the address specified by each party® t3 ess otherwisec a in writing, the notices shall be addressed to the contacts for the parties. The contact for the City is the Director of Municipal Information Systems. The contact for Falcron Solutions, Inc. is its CEO. ® Assignment®Neither party may assign this Agreement in whole or in part without the prior written consent of the other. c. Appendices•N/A d. Entire Agreement ®This Agreement and its appendices,as listed in the Appendix section above, is the sole agreement between Consultant and Client with respect to this project and the subject matter hereof,and supersedes all prior agreements and understandings of the parties with respect to the subject matter hereto, either oral or err® All of the terms and provisions of this Agreement shall be binding upon the respective successors and assigns of the parties hereto. This Agreement may not be amended or modified and no provision may be waived, except in writing and signed by both parties as contained in provisions herein. e. Consultant shall provide insurance in accordance with attached Exhibit. f. Consultant shall complete the attached Disclosure of Interest form. g. All parties recognize that the continuation of any contract after the close of any fiscal year of Client, which fiscal year ends on July 31 of each year, shall be subject to appropriations and budget approval providing for covering such contract item as an expenditure in said budget. Client does not represent that the budget item for this agreement will be actually adopted, said determination being within the sole discretion ® the City Council at the time of adoption of such budget. Should Client's annual budget not provide funding for this agreement, then this agreement shall terminate on thirty (30) days advance written notice to Consultant. 16. Acceptance In witness whereof, the parties have caused this Agreement to be executed by their duly authorized representatives. CLIENT: CITY OF US C CHRIS TI, TEXAS 97 By:� ate® Math is cZ, _0 -L o-Dy'so Title: C-\ Print Name CONSULTANT ATMST.� Falcr Inc. MY SMETARR 'o"s' By:_ n''4 Date: 4Z4:5�- ZW3 -A-5-thorized Signature David Hom Title: CEO Print Name tjy LVWX EXHIBIT INSURANCE REQUIREMENTS CONSULTANT'S LIABILITY INSURANCE A. Consultant must not commence work under this agreement until all insurance required has been obtained and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. B. Consultant must fin-nish to the City's Risk Manager, 2 copies of Certificates of Insurance with applicable policy endorsements showing the following minimum coverage by an insurance company(s)acceptable to the City's Risk Manager. The City must be named as an additional insured on the General liability policy, and a waiver of subrogation is required on all applicable policies. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-written day notice of cancellation, Bodily Injury and Property Damage required on all certificates or by applicable Per occurrence - aggregate pAli cy endorsements Commercial General Liability including: S 1,000,000 Per Occurrence 1. Commercial Broad Form $2,000,000 Aggregate 2. Premises—Operations 3. Products/Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury-Advertising Injury PROFESSIONAL LIABILITY $1,000,000 Per Clai egate If claims made,policy needs 24-month extension period post-termination or expiration date. WORKERS' COMPENSATION Which Complies With The Texas WorkeW- All States Endorsement if Consultant is not Compensation Act And Paragraph 11 Of Domiciled in Texas. This Exhibit. EMPLOYER'S LIABILITY $500,0001$500,0001$500,000 C. In the event of accidents of any in related to this lease agreement� Consultant must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. I . ADDITIONAL,REQUIREMENTS A. Applicable for paid employees, Consultant must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in an amount sufficient to assure that all workers' compensation obligations incurred by the Consultant will be promptly met. B. Consultant's financial integrity is of interest to the City; therefore, subject to Consultants right to maintain reasonable deductibles in such amounts as are approved by the City, Consultant shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Consultanfs sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A-VII. C. The City s be entitled, upon request and without expense, to receive copies of the policies, declarations page and all endorsements thereto as they apply to the limits required by the City, and may require the deletion, revision, or modification of particular policy terms, conditions, limitations or exclusions (except where policy provisions are established by law or regulation binding upon either of the parties hereto or the underwriter of any such policies). Consultant shall be required to comply with any such requests and shall submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Consultant shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 D. Consultant agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • Name the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement, as respects operations and activities o f, or on behalf o f, the named insured performed under contract with the City, with the exception of the workers' compensation policy; • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation, non-renewal or material change in coverage, and not less than ten (1 0)calendar days advance written notice for nonpayment of premium. E. Within five (5) calendar days of a suspension, cancellation, or non-renewal of coverage, Consultant shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Consultant's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach oft is contract. F. I n a ddition to any other remedies the City may have upon Consultant's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Consultant to stop work hereunder, and/or withhold any payment(s) is become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractor's performance of the work covered under this agreement. H. It is agreed that Consultant's insurance shall be deemed primary and non-contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. 2013 Insurance Requirements MIS Department Oracle Database Support 4/2/2013 ds Risk Management Q41 Disclosure of Interest Fonn City 01' SUPPLIER NUMBER Corpus TO BE ASSIGNED BY-CnT- Christi PURCHASING DIVISION CITY OF CORPUS CHRISTI DISCLOSURE OF INTEREST All persons or firms seekin to do business with the Ci must provide the following information. Every uestion must be answerey If the question is not app7icable, answer with "NA". See reverse side far efinitions. COMPANY NAME : ROM I A/S r&4 QLAJ__� P. 0. BOX: 91& STREET: 1l 5-2- 4-AC-Adioner IU CITY: -,tjqML- FIRM IS: 1. Corpo!ation 2. Partnership 3. Sole Owner 4. Association 5. Other DISCLOSURE QUESTIONS If additional space is necessary,please use the reverse side of this ga ,ge or attach separate sheet. 1. State the names of each "employec�' of the City of Corpus C Asti having an 'interest" in the above named"firm." Name Job Title and City Department(if known) 1i k 2. State the names of each Council Member of the City of Corpus Christi having a"substantial interest" in the above named"firm." Name Title 3. State the names of each "board member" of the City of Co-r-FusAsti having a "substantial interest" in the above named"firm." Name Board, Commission,or Committee 4. State the names of each ernTloyee or o fficer of a "consultant" for the City of Co us Christi who worked on any matter relate to the subject of this contract and has an "interest!' in Tte above named 66C 99 rm Consultant CERTEFICATE I certify that all information provided is true and correct as of the date oft is statement,that I have not knowinFly withheld disclosure of any information requested; and that supplemental statements will be prompt yN submitted to the City of Corpus Christi,Texas as changes occur. Certifying Person: PA-Vio 4p04 Title: r E70 E at) Signature of Certifying Person: Date: Z,/zrh&A DEFINITIONS a. "Board member." A member of any board, commission, or committee appointed by the City Council of the City of Corpus Christi,Texas. b. "Employee." Any person employed by the City of Corpus Christi, Texas either on a U1 or part- time basis, but not as an independent contractor. c. "Firm." Any entity operated for economic gain,whether professional, industrial or commercial, and whether established to produce or deal with a product or service, including but not limited to, entities operated in the form of sole proprietorship, as self-employed person, partnership, corporation,joint stock company,joint venture, receivership or trust, and entities which for purposes of taxation are treated as non-prof it organizations. d. "Interest" Any direct or indirect pecuniary or material benefit in a contract or transaction other than: (1)An interest is is shared by and available to all other persons similarly situated;or (2) A remote or incidental interest which would not increase or decrease materially due to the action of the city or is less than two hundred dollars($200.00) in value; or (3) An interest of a subcontractor which has no direct contractual relationship with the city, is receiving fair and reasonable compensation, and is not operating as a subterfuge to circumvent the code of ethics;or (4) An interest in real property acquired by the city which could otherwise be accomplished only through eminent domain provided that the property must be acquired for a public purpose andjust compensation must be paid under the Texas Constitution after obtaining an independent appraisal. e. "Substantial Interest" Any interest which has a value of five thousand dollars($5,000.00)or more or represents ten(1 0)per cent or more of a person's gross income during the most recent calendar year. f. "Consultant."Any person or firm, such as engineers and architects, hired by the City of Corpus Christi for the purpose of professional consultation and recommendation. AFALCP,CN S*1 UMor4S, mc. Page 12 of 1 2 7/24/2013