Loading...
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 X X X X X 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