2001-004-Authorizing The Town Manager To Enter Into An Agreement With The Network Technology Group For Computer Network Consulting Services.RESOLUTION 2001 - 4
RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF .LOS GATOS
AUTHORIZING THE TOWN MANAGER TO ENTER INTO AN AGREEMENT WITH
'THE NETWORI~'TECHNOLOGY GROUP FOR COMPUTER NETWORK
CONSULTING SERVICES.
WHEREAS, Town Council desires to continue to utilize consultant services for
.computer network consulting services; and
WHEREAS, due to the unidueness and special expert .knowledge, qualifications and
experience required to provide the service noted, Town chose the firm of The Network
Technology Group to provide computer network consulting service.
RESOLVED, by Town Council that TOWN OF LOS GATOS enter into an
agreement with Network Technology Group to provide computer network consulting services
(Exhibit A).
RESOLVED, by Town Council that TOWN MANAGER is authorized and
directed to execute the attached agreement for computer network consulting services in the name
and in behalf of TOWN OF LOS GATOS.
PASSED AND ADOPTED at a regular meeting of the Town Council held on the 16t" day
of January, 2001 by the following vote.
COUNCIL MEMBERS;
AYES: Randy Attaway, Sandy Decker, Steve Gliclcrnan, Mayor Joe Pirzynslci.
NAYS: None
ABSENT: Steven Blanton
ABSTAIN: None
SIGNED:
AYOR OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
ATTEST:
~1,~.~~JZ C~
CLERK OF THE TOWN OF L S GATOS
LDS ~GATO~, CALIFORNIA
( OFFICE O~F THE TOWN CLERK
AGR ~ ~ " ~~
IHH
ORD
REC
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AGREEMENT FOR COMPUTER NETWORK SUPPORT SERVICES
THIS AGREEMENT is entered into this day of 200.1,. by and
between Town of .Los Gatos, State of California, herein called "Town", .and NETWORK
TECHNOLOGY GROUP, engaged in providing COMPUTER NETWORK consulting services
herein called "Consultant".
RECITALS
A. Town desires to engage a COMPUTER NETWORK Consultant to provide consulting
services to PROVIDE NETWORK SUPPORT because of Consultant's experience and
qualifications to perform the desired work.
B Town has reviewed the qualifications of consultants ,providing computer network support
services and has determined that Consultant is qualified to provide the desired services in
light of Town's computer equipment and software .needs.
C. Consultantrepresents and affirms that it is qualified and willing to perform the desired work
pursuant to this Agreement.
AGREEMENTS
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
Scope of Services. Consultant shall provide the services listed below.
Emer eg_ncy Subnort '.Services. On a continuous basis, Consultant shall provide a
dedicated telephone number (currently 408-494-3473) withvoice mail messaging and
pager service, for the purpose of Town contacting Consultant's support professional.
Consultant shall provide professional telephone support services within 4 business
hours of Town .contacting dedicated telephone number. Consultant may limit the
number of Town Staff allowed to call emergency support services to no less than 4
staff members, as designated by Town. Maximum response time for critical
emergency, which shall be defined to :include any failure of the Town's network
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hardware or software that causes a substantial reduction in the effective operations
of the Town's computer network, shall be 4 additional business hours, from the time
of initial telephone support to arrival of qualified Consultant staff at Town Hall.
Scheduled Weekly Support. Consultant agrees to provide 8 hours per week of
support on Mondays unless a particular Monday is a holiday then the services may
be rescheduled within the same week at the mutual convenience of the parties, but
can be rescheduled to a later mutually convenient date if agreed to by the parties.
Town agrees to schedule 8 hours per week of support on Mondays, unless a particular
Monday is a holiday then the services may be rescheduled within the same week at
the mutual convenience of the parties, but can be rescheduled to a later mutually
convenient date if agreed to by the parties.
Other 'Support. Consultant agrees to provide support for special projects and
problems which .may exceed the available weekly scheduled support.
1. Time of Performance. Services are to commence upon notification to proceed by Town,
which must be preceded by an executed contract and a purchase order:and :expire on June 30,
2002. (See also "Termination" section of this Agreement.)
2. Compliance with Laws. Consultant shall comply with all applicable laws, codes, ordinances,
and .regulations of governing federal, state and local laws. Consultant represents and
warrants to Town that it has all licenses., permits, qualifications and approvals of whatsoever
nature which are legally required for Consultant to practice its profession. Consultant
represents and warrants to Town. that Consultant shall, at its sole cost and expense, keep in
effect or obtain at ..all times during the term of this Agreement any licenses, permits, and
approvals which are legally required for Consultant to practice its profession. Consultant
shall maintain a Town of Los Gatos business license pursuant to Chapter 14 of the Code of
Town of Los Gatos.
3. .Sole Responsibility. Consultant shall be responsible for employing or engaging all persons
necessary to perform the services under this Agreement.
4. Compensation. Compensation for Consultant's professional services shall be based upon
Consultants approved Rate .Schedule (attached hereto as Exhibit "A" and incorporated by
reference herein).
Payment for "Emergency Support" shall be made in advance for each upcoming quarter. All
other payments shall be net thirty (30) days.
Invoices for hourly rates .must include date of service, resource level, number of hours and
purchase order number. Payment terms are net 30 days.
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~ i
Only one (1) purchase order number per invoice will be accepted. All invoices and
statements to Town shall reference Town's purchase order number and be addressed as
follows:
Invoices: Town of Los Gatos
Attn: Accounts Payable
P.O. Box 655
Los Gatos, CA 95031
Statements: Town of Los Gatos
Attn: Sandy Ortiz
P.O. Box b55
.Los Gatos, CA 9.5031
5. Availability of Records. Consultant shall maintainthe records supporting this billing for not
less than three (3) years following completion of the work under this Agreement. Consultant
shall make these records available to authorized personnel of Town at Consultant's offices
during business hours upon written .request of Town.
6. Project Manager. The Project Manager for Consultant for the work under this Agreement
shall be Jim Hunton.
7. Assi ng ability and Subcontracting. The .services to be performed under this Agreement are
unique and personal to Consultant. No portion of these services shall be assigned or
subcontracted without the consent of Town.
8. Notices. Any notice required to be given shall be deemed to be duly and properly given if
mailed postage prepaid, and addressed to:
To Town: Chris Gjerde
Information Systems Manager
Town of Los Gatos
110 E, Main Street
Los Gatos, CA 95032
To Consultant: Jim Hunton, President
Network Technology Group
P.O. Box 90007
San Jose, CA 95109-3007
or personally delivered to Consultant to such address or such other address as Consultant
designates in writing to Town.
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9. Independent Contractor. It is understood that Consultant, in the performance of the work and
services agreed to be performed, shall act as and be an :independent contractor and not an
agent or .employee of Town. As an independent contractor he/she shall :not obtain any :rights
to retirement benefits or :other benefits which accrue to Town employee(s). With prior
written consent, Consultant may perform .some obligations under this Agreement by
subcontracting,. but may not delegate ultimate responsibility for performance or assign or
transfer interests under this Agreement.
Consultant agrees to testify in any litigation brought regarding the subject of the work to be
performedunder this Agreement. Consultant shall'be compensated for its costs and expenses
in preparing for, traveling to, and testifying in such matters at its then current hourly rates of
compensation, unless such litigation is brought by Consultant or is based on allegations of
Consultant's negligent performance or wrongdoing.
10. Conflict of Interest. Consultant understands that its professional responsibilities is solely to
Town. Consultant has and shall not obtain any holding or interest within Town of Los
Gatos. Consultant has no business holdings or agreements with any individual member of
Staff or management of Town or its representatives nor shall it enter into any ouch holdings
or agreements. In addition, Consultant warrants that it does not presently and shall not
acquire any .direct or indirect interest .adverse to those of Town in the subject of this
Agreement, and it shall immediately disassociate itself from such an interest should it
discover it has done so and shall, at Town's sole discretion, divest .itself of such interest.
Consultant shall not knowingly and shall take reasonable steps to ensure that it does not
employ a person having such an interest in this performance of this Agreement. If after
employment of a person, Consultant discovers it has employed a person with a direct or
indirect interest that would conflict with its performance of this Agreement, Consultant shall
promptly notify Town of this employment relationship, and shall, at Town's sole discretion,
sever any such employment relationship.
11. Equal Employment Opportunity. Consultant warrants that it is an equal opportunity
employer and shall comply with applicable regulations. governing equal employment
opportunity. Neither Consultant nor its subcontractors do and neither shall discriminate
against persons employed or seeking employment with them on the basis of age, sex, color,
race, marital status, sexual orientation, ancestry, physical or mental disability, national origin,
religion, or medical condition, unless based upon a bona fide occupational qualification
pursuant to the California Fair Employment & Housing Act.
12. Insurance.
A. Minimum Scope of Insurance:
i. Consultant agrees to have and maintain, for the duration of the contract,
General Liability insurance policies insuring him/her and his/her firm to an
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amount not lessthan: one million dollars ($1,000,000) combined single limit
per occurrence for bodily injury, personal injury and property damage.
ii. Consultant agrees to have and .maintain for the duration of the contract, an
Automobile Liability insurance policy ensuring him/her and his/her staff to
an amount not less than one million dollars ($1,000,000) combined single
limit per accident for bodily injury and property damage.
iii. Consultant shall provide to Town all certificates of .insurance, with original
endorsements effecting coverage. Consultant agrees that all certificates and
endorsements are to be received and approved by Town before work
commences.
iv. Consultant agrees to have and maintain, for the duration of the contract,
professional liability insurance in amounts not less than $.1,000,000 which is
sufficient to insure Consultant for professional errors or omissions in the
performance of the particular scope of work under this .agreement.
B. General Liability:
Town, its officers, officials, employees and volunteers are to be covered as
insured as .respects: liability arising out of activities performed by or on
behalf of Consultant; products and completed operations of Consultant,
premises owned or used by Consultant. This requirement does not apply to
the professional liability insurance required for professional errors and
omissions.
ii. Consultant's insurance coverage shall be primary insurance as respects
Town, its officers, officials, employees and volunteers. Any insurance or
self-insurances maintained by Town, its officers, officials, employees or
volunteers shall be excess of Consultant's insurance and shall not contribute
with it.
iii. Any failure to comply with reporting provisions of the policies shall not
affect coverage provided to Town, its officers, officials, employees or
volunteers.
iv. Consultant's insurance shall apply separately to each insured against whom
a claim is made or suit is brought, except with respect to the limits of the
insurer's liability.
C. All Coverages: Each insurancepolicy required inthis item shall be endorsed to state
that coverage shall not be suspended, voided, canceled, reduced in coverage or in
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limits except after thirty (30) days' prior written notice by certified mail, return
receipt requested, has been given to Town. Current certification of such :insurance
shall be kept on file at all times during the term of this agreement with Town Clerk.
D. In addition to these policies, Consultant shall have and maintain Workers'
Compensation insurance as required by California law and shall provide evidence of
such policy to Town before beginning services under this Agreement. Further,
Consultant shall ensure that all subcontractors employed by Consultant provide the
required Workers' Compensation insurance for their respective employees.
13. Indemnification. Consultant shall save, keep and hold harmless indemnify and defend
Town its officers, agent, employees and volunteers from all damages, liabilities, penalties,
costs, or expenses in law or equity that may at any time arise or be set up because of damages
to properly or personal injury received by reason of, or in the course of performing work
whichmay be occasioned by a willful or negligent act or omissions of Consultant, or any of
Consultant's officers, employees, or agents or any subconsultant.
14. Waiver. No failure on thepart of eitherparty to exercise any right orremedy hereunder shall
operate as a waiver of any other right or remedy that party may have hereunder, nor does
waiver of a breach or default under this Agreement constitute a continuing waiver of a
subsequent breach of the same or any other provision of this Agreement.
15. Governing Law. This Agreement, :regardless of where executed, shall be governed by and
construed to the laws of the State of California. Venue for any action regarding this
Agreement shall be in the Superior or Municipal Court of the County of 'Santa Clara.
16. Termination of Agreement. Town and Consultant shall have the right to terminate this
agreement December 31, March 31, June 30, or September 30 of any year, with or without
cause, by giving not less than fifteen (15) days written notice of termination. Town has the
right to terminate this agreement at any time if Consultant defaults on any of its obligations
under Contract. Consultant has the right to terminate this agreement at .any time if Town
defaults on any of its obligations under Contract.
17. Amendment. No modification, waiver, mutual termination, or amendment of this Agreement
is effective unless made in writing and signed by Town and Consultant.
18. Disputes. In any dispute over any aspect of this Agreement, the prevailing party shall be
entitled to reasonable attorney's fees, .including costs of appeal.
19. Entire Agreement. This Agreement, including .Exhibit A, constitutes the complete and
exclusive statement of the Agreement between Town and Consultant. No terms, conditions,
understandings or agreements purporting to modify or vary this Agreement, unless hereafter
.made in writing and signed by the party to be bound, .shall be binding on either party.
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IN WITNESS WHEREOF, Town and Consultant have executed this Agreement as of the
.date indicated on page one (1).
Town of Los Gatos
Debra Figone, Town Manager
Town of Los Gatos
Consultant:
- -._
~r _ ~
Im Hunton
The Network Technology Group
LrECirlPnt
Title
ATTEST:
Clerk of Town of Los Gatos,.
Los Gatos, California
Marian V. Cosgrove, Town Clerk
Approved as to :Form:
Orry P. Korb, Town Attorney
Revised: January 2, 2001
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I'
The Network Techno ogy Group
Rate Schedule
for
The Town of Los Gatos
Valid through June 30, 2002
Resource Level Rate
Senior Consultant $200 per hour
Consultant $165 per hour
Associate Consultant $'100 per hour
Quarterly Emergency Support '
Services and.Phone Support
Availability $3000 per quarter,
payment in advance required
Normal hours 6:OOAM to S:OOPM
{Occasional work before 8: OOAM allowed at normal hourly
rate to minimize network disturbance, at NTGI's discretion.)
:Minimum on-site support time will be two hours per call.
Minimum phone support time will be 1/4 hour per call, at above rates.
Overtime will be billed as follows:
Weekdays S:OOPM to 7:OOPM Time and one-half
Weekdays 7:OOPM to 6:OOAM Double time
Weekdays and Town Holidays Double time