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