HomeMy WebLinkAbout2015-04-15-Resolutions 15-104_Network Services Licensing - Agr - Access SystemsTHE CITY OF WAUKEE,IOWA
RESOLUTION 15-104
APPROVING THK NETWORK SERVICES 4 LICENSED SOFTWARE AGREEMENT
WITH ACCESS SYSTEMS OF WAUKKK,IOWA
IN THENAME AND BY THEAUTHOMTYOF THE CITYOF PVAUEEE,IOWA
WHEREAS,the City of Waukee,Dallas County,State of Iowa,is a duly organized Municipal
Organization;AND,
WHEREAS,the City does not have an internal information teclmology department,thus requiring
services from qualified professionals;AND,
WHEREAS,the City needs such qualified professionals to provide information technology system
maintenance and support including real-time monitoring,proactive managed services,timely updates
and patching,and a rapid response to failures and additional equipment installations;AND,
WHEREAS,the City created an employee connnittee,who have gathered and reviewed quotations
from three firms qualified to perform such services;AND,
WHEREAS,the employee corrmnttee recoirnnends the City Council accept and approve the Network
Services &Licensed Software Agreement with Access Systems,Exhibit A here attached;
NOW THEREFORE BK IT RESOLVED,by the City Council of the City of Waukee that the
contract for Network Services A Licensed Software Agreement with Access Systems,Exhibit A,be
accepted and approved.
Passed by the City Council of the City of Waukee,Iowa,and approved the 15'h day of April 2015.
Rick Pete son,Mayor Pro Tem
Attest:
Rebecca D.Schuett,City Clerk
ROLL CALL VOTE
Shane Blanchard
Brian Harrison
Casey L.Harvey
Shelly Hughes
Rick Peterson
AYK
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NAY ABSENT ABSTAIN
Managed Service Agreement
Agreement 0 ASTQ6505
~Com an .The Company is Access Systems,inc.with its principle place of business in Waukee,
Dallas County,Iowa.
Customer.The Customer is the City of Waukee,Dallas County,Iowa (a Municipal Corporation)
Services.Company agrees to provide the support services,labor and services (nServices")to
Customer pursuant to this agreement and generally accepted standards in the industry.
Service Fee.Customer shall pay the Company the Service and Licensing fees identified in
Attachment I (the "Fee")for the provision of the Services.The Fee shall be paid monthly by
Customer to Company commencing 30 days after the Effective Date identified below.
Term and Effective Date.This Agreement shall commence on the Effective Date and shall
continue for 12 months thereafter,unless renewed or terminated as provided herein.("Agreement
Term").For the purposes of this Agreement,the Effective Date of this Agreement shall be as
specified on the last page of this Agreement immediately preceding the signature block.
This Managed Service Agreement and Terms,together with Scope of Work and Attachments
constitute the Agreement between the parties (collectively the "Agreement").The Customer and
Company read and understand the Agreement Terms and agree to be bound hereby.
For purposes of this Agreement,included services &licensed software are listed in Attachment I
under this Agreement.The services shall be provided in accordance with generally accepted
standards in the industry and in accordance with this agreement.Any modifications to the
products and services provided shall be in writing,approved by both parties,and supplement this
agreement.
A reement Terms
The Company shall be solely responsible for all services provided and for the fulfillment
of the Agreement with the Customer,Company shall not contract with any other party for
furnishing any of the contracted work or services without the written approval of the
Customer.If such approval is provided,the Customer reserves the right to request
replacement of a subcontractor due to unacceptable work or conduct.Company shall be
solely responsible for all delivery and implementation of all work under this agreement,
irrespective of its use of subcontractors.Any use of subcontractors hereunder must be
wholly independent of the Customer and any and all transactions and payment between
Company and any such subcontractor shall be the sole responsibility of Company.
2.Independent Contractor k,Indemnification
All services Company performs for under this agreement are to be performed by
Company in its capacity as an independent contractor.All income,employment and other
similar taxes required to be withheld or paid with respect to services provided by
Company's employees will be timely paid by Company directly to the appropriate
governmental agency.Company shall be solely responsible for all costs associated with
personnel employed by Company including but not limited to,compensation,taxes,
benefits,worker's compensation,unemployment,and any and all liability which may
arise by virtue of their employment and the provision of service in conjunction with this
Agreement.Company agrees to defend,indemnify and hold the Customer harmless from
any claim against made on the basis of a statute,regulation or common law duty arising
from Company's employment of its employees or in any way related to Company's work
under this Agreement,except for claims attributed in whole or in part to the acts or
omissions of the Customer,its employees,contractors or vendors.Company shall
indemnify,defend and hold harmless Customer,its officers,directors,members,agents,
employees,and representatives from any and all damages,claims,demands,loss,costs,
liability or exposure (including courti costs and attorney fees and other fees of
professionals)arising out of or resulting from the actions,or inactions of the Company,
its employees,subcontractors or vendors.
Confidentiality
All security,firewall,data,files,access codes,passwords,user names and other
information generated,disclosed,provided or otherwise used by Company in connection
with the work provided by Company,its employees,contractors,subcontractors,vendors
or agents is the sole and absolute property of the City and must be protected by
Company.Company agrees that it shall bear any and all costs and expenses associated
with the modification,alteration,replacement or repair of Customers system,system
security,or any component thereof,and be liable to Customer for consequential damages
that arise in any way with the unauthorized use,release,publication or dissemination of
any and all such information by the Company,and its current and/or former employees,
or contractors said employee,former employee or contractor utilizes the information
received from Company,and that said information was not otherwise obtained through
some other source.Notwithstanding the foregoing,the Company shall not be responsible
or liable for the unauthorized disclosure of confidential information due to the acts or
omissions of the Customer or its employees or other vendors or contractors of the
Customer.
4.Software Licensing
The Company must ensure that the Customer is properly licensed for all software that is
covered by this agreement.All software licenses covered by this Agreement shall revert
to the Company upon termination of this Agreement.
5.Taxes
The Customer is exempt from Federal and State Taxes,such as excise and transportation.
Exemption forms submitted by the Company will be executed and returned by the
Customer to the Company upon request.Charges billed to Customer shall not include
any personal property taxes,nor any sales or use tax (or fees)unless required by the Iowa
Department of Revenue.
Compliance
The Company shall comply with all applicable Federal and State requirements
concerning fair employment and concerning the treatment of all employees without
regard to discrimination by reason of race,color,religion,sex,national origin,sexual
orientation or physical handicap.
7.Patent
The Company shall hold and save the City,its officer,agents and employees,harmless
from liability of any kind,including attorney's fees,costs and expenses,on account of
any copyrighted material,patented or unpatented invention,articles,device or appliance
manufactured,provided or used in the performance of this contract by Company.
8.Default
In case of a default by the Company,which has not been cured as allowed under this
Agreement,the City may procure articles or services from other sources and hold the
Company responsible for any reasonable excess cost occasioned thereby.
9.Governing Laws
This contract is made under and shall be governed and construed in accordance with the
laws of the State of Iowa.
The place of this contract,its situs and forum,shall be Dallas County Iowa,where all
matters,of any kind relating to its validity,construction,interpretation and enforcement
shall be determined.
10.Access to Persons and Records
The Company agrees the City,or any authorized representative of the City,and,where
federal funds are involved,the Comptroller General of the United States,or any other
representative of the United States government,shall have access to and the right to
examine,audit,excerpt,and transcribe any directly pertinent books,documents,paper,
and records of the Company relating to the Agreement.Any confidential or proprietary
information of the Company obtained under this Agreement shall remain confidential and
proprietary and may not be disclosed to any third parties except with the written consent
of the Company or which must be disclosed as required by applicable law.
11.Termination.
A)The Customer may terminate this agreement upon default by the Company.In
the event of default,the Customer,prior to termination,must give Company a 30
day written notice to cure any such default.In the event Company cures said
default within 30 days from the date of delivery of said notice by Customer,the
contract shall continue and may not be terminated by Customer.In the event
Company does not cure said default within the time prescribed herein,the
contract shall terminate.In the event of termination,Customer shall be obligated
for only those services rendered prior to the date of termination,less any damages
that may be due Customer for Company nonperformance prior to termination.
B)The Company may terminate this agreement upon default by the Customer.In
the event of default the Company,prior to termination must give Customer a 30
day written notice to cure any such default.In the event Customer cures said
default within 30 days from the date of delivery of said notice to Customer the
contract shall continue and may not be terminated by Company.In the event
Customer does not cure said default within the time prescribed herein,the
contract shall terminate at the option of the Company.In the event of termination,
Customer shall be obligated for only those services rendered prior to the date of
termination,less any damages that may be due Customer for Company
nonperformance prior to termination.
C)Mutual Agreement With mutual agreement of both parties upon receipt and
acceptance of not less than thirty (30)days written notice,the contract may be
terminated on an agreed date prior to the end of the contract period without
penalty to either party.
12.Assignment
No assignment of the Company's obligations nor it's right to receive payment hereunder
shall be permitted.In addition,if company is purchased or files for bankruptcy protection
the Customer shall have the right to terminate this agreement upon 30 days written notice
and shall be obligated to pay for only those services rendered prior to the date of
termination,less any damages that may be due Customer for Company nonperformance
prior to termination
13.Insurance
During the term of the contract,the Company,at its sole cost and expense,shall maintain
commercial insurance of such type and with such terms and limits as may be reasonably
associated with the contract.At a minimum,the company shall maintain the following coverage
and limits:
T e ofInsurance Limits of Liabilit Minimum
Worker's Compensation Statutory
Employer's Liability
Commercial General Liability
Policy must cover the following risks:
Comprehensive Form
Premises Operations
Explosion and Collapse Hazard
Underground Hazard
Products/Completed Operations Hazard
Contractual Insurance
Broad Form Property Damage
Independent Contractors
$500,000 (each accident)
$1,000,000 combined single limit
Automobile Liability
Policy must cover the following risks:
Owned
Hired
Non-owned
$1,000,000 combined single limit
14.Miscellaneous
Masculine pronouns shall be read to include feminine pronouns,and the singular of any word or
phrase shall be read to include the plural and vice versa.
15.Services Schedule
The Services as described on the Attachment I will be provided during the hours of 8:00
a.m.to 5:00 p.m.central standard time,except weekends and holidays ("Regular Service
Hours").Requests for services outside of Regular Service Hours will be provided on a
best effoit basis for critical issues,at no additional cost.Critical issues include instances
in which the Customer's network servers are unavailable or workstations for key users
are unavailable.
16.Non-Hiring of Company Personnel
Customer agrees not to hire any of Company's personnel providing services under this
Agreement at any time while this Agreement is in force and for a period of one (1)year
following the termination of this Agreement.Due to the difficulty in calculating the
amount of damages incurred by Company as a result of Customer's violation of this
provision of this Agreement,Customer agrees to pay as liquidated damages to Company
in the event of a violation of this provision of this Agreement an amount equal to twelve
(12)months of Fees under this Agreement.
17.Force Majeure
A party to this Agreement shall not be deemed in default of this Agreement,nor shall it
hold the other painty responsible for,any cessation,interruption or delay in the
performance of its obligations (excluding payment obligations)due to earthquake,flood,
fire,storm,natural disaster,act of God,war,terrorism,armed conflict,labor strike,
lockout,boycott or other similar events beyond the reasonable control of the party,
provided that the painty is relying upon this provision:
~Gives prompt written notice thereof,and
~Takes all steps reasonably necessary to mitigate the effects of the force
maj cure event
~If a force majeure event extends for a period in excess of 30 days in the
aggregate,either painty may immediately terminate this Agreement upon
written notice.
18.Renewal
Unless otherwise terminated as provided in this agreement,the Customer and Company
agree and understand upon the expiration of the initial term of this agreement the
agreement shall automatically renew for recurring one year periods,unless either party
provides the other with notice of its intent not to renew at least 90 days before the
expiration of the existing term.
19.Modification
This agreement shall not be modified except in writing approved by all parties.
IN WITNESS WHEREOF,the parties have executed this Agreement as of the last date shown
below.
Effective Date 0$5 @lW
THE CITY OF WAUKEE,IOWA ACCESS SYSTEMS,ITIC.
By:
illiam F card,.Mayor
By:
Print a e:
Print Title:Vic.r
ATTEST:
By:
Tim Moerman,City Administrator
ATTACHMENT I TO ACCESS SYSTE1VIS MANAGED SERVICES AGREEMENT
SCHEDULE OF SERVICES
The total monthly service and license fee is $6,906.99 as described below:
Services included for $5,650.00 per month:
~Monthly Windows Updates and 3"party patch deployment for up to:
o 12 network servers
o 2 storage area network (SAN)
o 105 computer workstations
o Managed network devices (firewall,switch,AP)
~Unlimited remote and on-site support
~Remote system monitoring and alerts for:
o Servers
o Desktops and Laptops
o Firewalls
o Switches
o On-site backup jobs
o Anti-virus real-time protection
o UPS devices (power backup)
~Monthly preventative maintenance reports including:
o Warranty Status
o Network Reliability
o Performance
o Remote Assistance Summary
~System documentation
~Annual technology planning meetings
~Excludes labor and hardware costs related to infrastructure changes and updates,such as
replacement of servers,workstations,and other hardware or software.
~In the instance the Customer's number of actual devices exceeds the above number of
included devices,the Company shall have the right to immediately increase the monthly fee
by the number of devices in excess of the number of included devices based on the following
schedule:
o Network server —$140
o Computer workstation —$35
o Managed network device (firewall,switch,AP)-$15
Licensed Software included for $1,256.99 per month:
o Antivirus licenses -quantity 112
o Shadow Protect license —quantity 9
o SonicWall support license -quantity 1
o VMware renewal —quantity 2
o File level offsite backup up to 640GB/month
o Site Recovery Manager —quantity 1
o Domain renewal -quantity 1
o Spam filtering -quantity 120
Licensed Software not provided herein
o Website hosting
o SSL certificate renewal
o Hosted Exchange Account
~In the instance the Customer's number of actual software licenses exceeds the above number
of included software licenses,the Company shall have the right to immediately increase the
monthly fee by the number of software licenses in excess of the number of included software
licenses based on the following schedule:
o Antivirus licenses -$2.35
o Shadow Protect license —$20.15
o File level offsite backup —$0.50 per GB
o Spam filtering -$L26