1996-099-Execute An Agreement With Edge Information Systems For Computer Network Consulting Services For The Administrative System Network Upgrade ProjectRESOLUTION 1996 -99
RESOLUTION OF THE TOWN OF LOS GATOS
AUTHORIZING THE TOWN MANAGER TO EXECUTE AN
AGREEMENT WITH EDGE INFORMATION SYSTEMS
FOR COMPUTER NETWORK CONSULTING SERVICES FOR THE
ADMINISTRATIVE SYSTEM COMPUTER NETWORK UPGRADE PROJECT
RESOLVED, by the Town Council of the Town of Los Gatos, County of Santa
Clara, State of California, that the Town of Los Gatos enter into the Agreement attached hereto
as Exhibit A with Edge Information Systems for computer network consulting services, and that
the Town Manager is authorized, and is hereby directed, to execute this agreement in the name
and on behalf of the Town of Los Gatos.
PASSED AND ADOPTED at a regular meeting of the Town Council of the Town
of Los Gatos, California, held on the 5th day of August, 1996 by the following vote:
COUNCIL MEMBERS:
AYES: Randy Attaway, Joanne Benjamin, Steven Blanton, Linda Lubeck
NAPES: None
ABSENT: Patrick O'Laughlin
ABSTAIN: None
SIGNED:
MAYOR THE TOWN F LOS GATOS
LOS GATOS, CALIFORNIA
"--�� � f
ATTEST: L� L)
CLERK OF THE TOWN OF LOS GAT
LOS GATOS, CALIFORNIA
AGREEMENT FOR COMPUTER NETWORK CONSULTANT SERVICES
THIS AGREEMENT is entered into this day of 19_, by
and between the Town of Los Gatos, State of California, herein called the "Town ", and EDGE
INFORMATION SYSTEMS, engaged in providing COMPUTER NETWORK INTEGRATION
consulting services herein called the "Consultant ".
RECITALS
A. The Town is considering undertaking activities to upgrade the existing Administrative
System Computer Network.
B. The Town desires to engage a Computer Network Consultant to provide consulting
services in conjunction with purchasing, installing, and setting up native NetWare
servers, various network hardware, various software and various computer services,
because of Consultant's experience and qualifications to perform the desired work.
C. The Consultant represents 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:
Consultant shall purchase, install, set up, test, and configure, as necessary to provide a fully
complete smoothly operating computer network system, the computer hardware, accessories,
software, and services listed in Exhibit A (attached).
1. Time of Performance. The services of the Consultant are to commence upon the
execution of this Agreement with completion of the program by October 1, 1996.
2. Compliance with Laws. The 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 the 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.
Revised August 5, 1996 Page I of 6 ,
C ®_ FI LES ®COMPUTER®LMERS®NErWARE,CON
4. Information/Report Handling. All documents furnished to Consultant by the Town and
all reports and supportive data prepared by the Consultant under this Agreement are the
Town's property and shall be delivered to the Town upon the completion of Consultant's
services or at the Town's written request. All reports, information, data, and exhibits
prepared or assembled by Consultant in connection with the performance of its services
pursuant to this Agreement are confidential until released by the Town to the public, and
the Consultant shall not make any of the these documents or information available to
any individual or organization not employed by the Consultant or the Town without the
written consent of the Town before such release. The Town acknowledges that the
reports to be prepared by the Consultant pursuant to this Agreement are for the purpose
of evaluating a defined project, and Town's use of the information contained in the
reports prepared by the Consultant in connection with other projects shall be solely at
Town's risk, unless Consultant expressly consents to such use in writing. Town further
agrees that it will not appropriate any methodology or technique of Consultant which is
and has been confirmed in writing by Consultant to be a trade secret of Consultant.
5. Compensation. Compensation for Consultant's professional services shall not exceed
the amount per item described in the attached Exhibit A and payment shall be based
upon Town approval of each task.
Billing shall be accompanied by a detailed explanation of the work performed by whom
at what rate and on what date. Also, plans, specifications, documents or other pertinent
materials shall be submitted for Town review, even if only in partial or draft form.
6. Availability of Records. Consultant shall maintain the 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 the Town at
the Consultant's offices during business hours upon written request of the Town.
7. Project Manager. The Project Manager for the Consultant for the work under this
Agreement shall be Chris Griffith, Account Executive.
Assignability and Subcontracting. The services to be performed under this Agreement
are unique and personal to the Consultant. No portion of these services shall be
assigned or subcontracted without the written consent of the Town.
9. 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, Associate Civil Engineer
Department of Building & Engineering Services
Town of Los Gatos
110 E. Main Street
Los Gatos, CA 95032
Revised August 5, 1996 Page 2 of 6
C:® Fn. ES ®COMPUTER®LErrERS®NETWARE.CON
To Consultant: Chris Griffith, Account Executive
Edge Information Systems
150 Baypointe Parkway
San Jose, CA 95134
or personally delivered to Consultant to such address or such other address as Consultant
designates in writing to Town.
10. Independent Contractor. It is understood that the 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 the 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, the 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 performed under 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.
11. Conflict of Interest. Consultant understands that its professional responsibilities is solely
to the Town. The Consultant has and shall not obtain any holding or interest within the
Town of Los Gatos. Consultant has no business holdings or agreements with any
individual member of the Staff or management of the Town or its representatives nor
shall it enter into any such 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 the Town in the subject of this Agreement, and it shall immediately disassociate itself
from such an interest should it discover it has done so. 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 sever
this employment relationship.
12. 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
Revised August 5, 1996 Page 3 of 6
C ® FIL ES ®COMPUTER®LECCERS®NETWARE.CON
occupational qualification pursuant to the California Fair Employment & Housing Act.
13. Insurance.
A. Minimum Scope of Insurance:
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 amount not less than: 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.
Consultant shall provide to the Town all certificates of insurance, with
original endorsements effecting coverage. Consultant agrees that all
certificates and endorsements are to be received and approved by the
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:
1. The 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 the Consultant; products and completed operations of
Consultant, premises owned or used by the Consultant. This requirement
does not apply to the professional liability insurance required for
professional errors and omissions.
ii. The Consultant's insurance coverage shall be primary insurance as
respects the Town, its officers, officials, employees and volunteers. Any
insurance or self- insurances maintained by the Town, its officers, officials,
employees or volunteers shall be excess of the 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 the Town, its officers, officials, employees of
Revised August 5, 1996 Page 4 of 6
C ®_ Fn. ES®COMPUTER®LE17ERS®NECWARE.CON
volunteers.
iv. The 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 insurance policy required in this item shall be endorsed to
state that coverage shall not be suspended, voided, canceled, reduced in coverage
or in limits except after thirty (30) days' prior written notice by certified mail,
return receipt requested, has been given to the Town. current certification of
such insurance shall be kept on file at all times during the term of this agreement
with the 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 the 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.
14. Indemnification. The Consultant shall save, keep and hold harmless indemnify and
defend the 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 property or personal injury received by reason of, or in the
course of performing work which may be occasioned by a willful or negligent act or
omissions of the Consultant, or any of the Consultant's officers, employees, or agents or
any subconsultant.
15. Waiver. No failure on the part of either party to exercise any right or remedy 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.
16. 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 either the County of Santa
Clara or the County of San Mateo.
17. Termination of Agreement. The Town and the Consultant shall have the right to
terminate this agreement with or without cause by giving not less than fifteen (15) days
written notice of termination. In the event of termination, the Consultant shall deliver
to the Town all plans, files, documents, reports, performed to date by the Consultant.
In the event of such termination, Town shall pay Consultant an amount that bears the
same ratio to the maximum contract price as the work delivered to the Town bears to
Revised August 5, 1996 Page 5 of 6
C ® FILES ®COMPUTER®LMERS®NErWARE.CON
completed services contemplated under this Agreement pursuant to Exhibit A hereto,
unless such termination is made for cause, in which event, compensation, if any, shall be
adjusted in light of the particular facts and circumstances involved in such termination.
18. Amendment. No modification, waiver,
mutual
termination,
or amendment of this
Agreement is effective unless made in
writing
and signed
by the Town and the
Consultant.
19. Disputes. In any dispute over any aspect of this Agreement, the prevailing party shall be
entitled to reasonable attorney's fees, as well as costs not to exceed $7,500 in total.
20. Entire Agreement. This Agreement constitutes the complete and exclusive statement
of the Agreement between the 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
IN WITNESS WHEREOF, the Town and Consultant have executed this Agreement as
of the date indicated on page one (1).
Town of Los Gatos
David W. Knapp, Town Manager
Town of Los Gatos
ATTEST:
Clerk of the Town of Los Gatos,
Los Gatos, California
Marian V. Cosgrove, Town Clerk
Revised August 5, 1996
C ® FILES ®COMPUTER ®LETTERS ®NErWARE.CON
Edge Information Systems
Print Name
Title
Approved as to Form:
Larry E. Anderson, Town Attorney
Page 6 of 6
TOWN OF LOS GATOS
PROJECT TASK LISTING
ADMINISTRATIVE SYSTEM COMPUTER NETWORK UPGRADE PROJECT
Proi ect Summary: Following is a summary of the basic tasks for the project:
New Hardware Summary:
Software:
Purchase & Instal► HP Netserver LS & LC
NetWare 100 User Licence & 5 User Licence
Purchase & Install DiskPort & 6 CD Changer
Tape Backup Software
Purchase & Install UPS & Hard Disks &
Misc. Hardware for Netserver
Network AntiVirus Software, & Fax Server
Software
Purchase & Install Laptops, PC's, UPS's, &
Misc. Hardware for users
ManageWise & NetWare Connect
Purchase & Install Digiboard & Modems for
Network Faxing (out) and dial -in capabilities
Services: Complete setup of all Hardware & Software & Existing Client PC's & Printers
The project includes purchasing, installing, and all setup of all hardware and software for a
complete, reliable, NetWare network; transfer and setup of existing portable NetWare files to new
NetWare network and some configuration of existing hardware.
The detailed lists following this summary contain more specific information.
Hours / Time of _Completion: Working hours for any setup in Town Hall will
be limited to between 8AM and 5PM weekdays, excluding holidays. Other hours may be
arranged at the approval of the System Administrator (one weekend and late /early hours may be
arranged prior to network switch over). The existing Administrative System Computer Network
shall be left up and running continuously. System down time shall be limited to hours approved
by the System Administrator in advance, generally limited to Friday afternoons. Project shall be
complete within 60 calendar days of receiving the Purchase Order for the work. The tentative
schedule is as follows:
August 5, 1996 Town Council Authorizes Agreement
August 9, 1996 Purchase Order Issued to Consultant & Agreement Executed
October 1, 1996 Project Fully Complete.