HomeMy WebLinkAbout4.06 Agreement with Lanlogic, Inc. for the Purchase of Information Technology Services and Related Equipmentr
DUBLIN
CALIFORNIA
STAFF REPORT
CITY COUNCIL
DATE: .Line 6, 2023
TO: Honorable Mayor and City Councilmembers
FROM: Linda Smith, City Manager
Agenda Item 4.6
SU B.ECT : Agreement with Lanlogic, Inc. for the Purchase of Information Technology
Services and Related Equipment
Prepared by: Steve Windsor, Chief Information Security Officer
EXECUTIVE SUMMARY:
The City Council will consider approving a three-year agreement with Lanlogic, Inc. for the
purchase of information technology services and related equipment.
STAFF RECOMMENDATION:
Adopt the Resolution Approving the Agreement with Lanlogic, Inc. for Information Technology
Services and Related Equipment.
FINANCIAL IMPACT:
The proposed agreement with LanLogic is not to exceed $450,000 over the three-year term.
Funding for computer -related services and supplies is included in the Information Technology
Internal Service Fund Budget approved by the City Council as part of the annual budget process.
DESCRIPTION:
The City uses consultants for information technology services and related equipment purchase
and support. Over the last several years, the City has engaged Lanlogic, Inc. for these services and
is pleased with their performance.
Over the last three years, the City has spent $395,947.41 for technology equipment monitoring,
software support renewals, and Information Technology professional and contract services. The
City's current contract expires June 30, 2023.
The Municipal Code requires a competitive bid process to be conducted to award a contract for
these types of services. However, Section 2.36.100.B.9 of the City's Purchasing Policy provides an
exemption to a competitive bidding process when another public agency has administered a
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competitive bidding process and has a current valid agreement for the same or substantially
similar consultant or professional services, general services, supplies or equipment.
Zone 7 Water Agency recently conducted an RFP process and selected Lanlogic, Inc. for similar
services. Per the Municipal Code, the City will utilize Zone 7's competitive bid process and select
Lanlogic, Inc. for the City's Information Technology Services and Related Equipment needs.
The attached three-year agreement provides for a not -to -exceed amount of $450,000 for a period
of three years from July 1, 2023, to June 30, 2026. While this is more than what the City typically
spends, Staff recommends leaving room for special projects and future work on new City facilities
like the Cultural Arts Center and new cybersecurity software and hardware deployment.
STRATEGIC PLAN INITIATIVE:
Strategy 3: Infrastructure Maintenance and Reinvestment
Objective B: Provide on -going condition assessments of aging city facilities and assets.
NOTICING REQUIREMENTS/PUBLIC OUTREACH:
The City Council Agenda was posted.
ATTACHMENTS:
1) Resolution Approving the Agreement with Lanlogic, Inc. for Information Technology Services
and Related Equipment
2) Exhibit A to the Resolution - Consulting Services Agreement Between the City of Dublin and
Lanlogic, Inc.
3) Zone 7 Award Contract
4) Zone 7 Request for Proposal (RFP)
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Attachment I
RESOLUTION NO. XX — 23
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
APPROVING THE AGREEMENT WITH LANLOGIC, INC. FOR INFORMATION
TECHNOLOGY SERVICES AND RELATED EQUIPMENT
WHEREAS, the City engaged Lanlogic, Inc. (Consultant) in prior years to perform
information technology infrastructure planning, architecture, design, and deployment services,
support, as well as related equipment; and
WHEREAS, the City's most recent engagement with the Consultant for the purchase of
information technology services and related equipment is set to expire on June 30, 2023; and
WHEREAS, the City desires to enter into a new three-year Agreement for the purchase of
information technology services and related equipment beginning July 1, 2023 and ending June
30, 2026; and
WHEREAS, Section 2.36.100(B)(9) of the Dublin Municipal Code allows for exceptions to
the typical public bidding process when the City can procure items from a competitive bid process
administered by another public agency; and
WHEREAS, Zone 7 Water Agency has recently completed a Request for Proposal (RFP)
competitive bid process whereby it selected and entered into an agreement with Lanlogic, Inc. for
substantially similar consultant or professional services, general services, supplies or equipment;
and
WHEREAS, the Agreement contains a not to exceed amount of $450,000 for that three-
year period; and
WHEREAS, Section 2.36.090 of the Dublin Municipal Code requires City Council approval
of equipment and services with a cost greater than or equal to forty-five thousand dollars
($45,000).
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does
hereby approve the consulting services agreement with Lanlogic, Inc, as attached hereto as
Exhibit A to the Resolution.
BE IT FURTHER RESOLVED that the City Council of the City of Dublin hereby authorizes
and delegates authority to the City Manager to approve the consulting services agreement with
Lanlogic, Inc. as provided for by Section 2.36.100(B)(9) of the Dublin Municipal Code.
{Signatures on the following page}
Reso. No. XX-23, Item X.X, Adopted 06/06/2023 Page 1 of 2 198
PASSED, APPROVED AND ADOPTED this 6th day of June 2023, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
Mayor
ATTEST:
City Clerk
Reso. No. XX-23, Item X.X, Adopted 06/06/2023 Page 2 of 2 199
Attachment 2
Exhibit A to the Resolution
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND LANLOGIC, INC. FOR THE
PURCHASE OF INFORMATION TECHNOLOGY SERVICES AND RELATED EQUIPMENT
THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City") and
Lanlogic, Inc. ("Consultant") (together sometimes referred to as the "Parties") as of July 15t, 2023 (the
"Effective Date").
Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant
shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and
place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms
of this Agreement and Exhibit A, the Agreement shall prevail.
1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall
end on June 30th, 2026, and Consultant shall complete the work described in Exhibit A on
or before that date, unless the term of the Agreement is otherwise terminated or extended,
as provided for in Section 8. The time provided to Consultant to complete the services
required by this Agreement shall not affect the City's right to terminate the Agreement, as
referenced in Section 8. Notwithstanding the foregoing this Agreement may be extended
on a month -to -month basis for up to 6 months upon the written consent of the Consultant
and the City Manager, provided that: a) sufficient funds have been appropriated for such
purchase, b) the price charged by the Consultant for the provision of the serves described
in Exhibit A does not increase. None of the foregoing shall affect the City's right to
terminate the Agreement as provided for in Section 8.
Standard of Performance. Consultant shall perform all services required pursuant to this
1.2 Agreement in the manner and according to the standards observed by a competent
practitioner of the profession in which Consultant is engaged.
Assignment of Personnel. Consultant shall assign only competent personnel to perform
1.3 services pursuant to this Agreement. In the event that the City, in its sole discretion, at any
time during the term of this Agreement, desires the reassignment of any such persons,
Consultant shall, immediately upon receiving notice from City of such desire of City,
reassign such person or persons.
Time. Consultant shall devote such time to the performance of services pursuant to this
1.4 Agreement as may be reasonably necessary to meet the standard of performance
provided in Subsection 1.2 above and to satisfy Consultant's obligations hereunder.
1.5 [Intentionally Delated].
1.6 [Intentionally Delated].
Section 2. COMPENSATION. City hereby agrees to pay Consultant a not to exceed sum of
$450,000. Notwithstanding any contrary indications that may be contained in Consultant's proposal, for
Consulting Services Agreement between the City of Dublin and Lanlogic, Inc.
for Purchase of Information Technology Services and Related Equipment
July 1, 2023
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Attachment 2
Exhibit A to the Resolution
services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict
between this Agreement and Consultant's proposal, attached as Exhibit B, regarding the amount of
compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this
Agreement at the time and in the manner set forth herein. The payments specified below shall be the only
payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall
submit all invoices to City in the manner specified herein. Except as specifically authorized by City in
writing, Consultant shall not bill City for duplicate services performed by more than one person.
Consultant and City acknowledge and agree that compensation paid by City to Consultant under this
Agreement is based upon Consultant's estimated costs of providing the services required hereunder,
including salaries and benefits of employees and subcontractors of Consultant. Consequently, the Parties
further agree that compensation hereunder is intended to include the costs of contributions to any pensions
and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City
therefore has no responsibility for such contributions beyond compensation required under this Agreement.
2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the
term of this Agreement, based on the cost for services performed and reimbursable costs
incurred prior to the invoice date. No individual performing work under this Agreement shall
bill more than 2,000 hours in a fiscal year unless approved, in writing, by the City Manager
or his/her designee. Invoices shall contain the following information:
■ Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.;
■ The beginning and ending dates of the billing period;
■ A Task Summary containing the original contract amount, the amount of prior billings,
the total due this period, the balance available under the Agreement, and the
percentage of completion;
■ A copy of the applicable time entries or time sheets shall be submitted showing the
following:
o Daily logs of total hours worked by each individual performing work under
this Agreement
o Hours must be logged in increments of tenths of an hour or quarter hour
o If this Agreement covers multiple projects, all hours must also be logged
by project assignment
o A brief description of the work, and each reimbursable expense
■ The total number of hours of work performed under the Agreement by Consultant and
each employee, agent, and subcontractor of Consultant performing services
hereunder;
■ The Consultant's signature;
■ Consultant shall give separate notice to the City when the total number of hours
worked by Consultant and any individual employee, agent, or subcontractor of
Consulting Services Agreement between the City of Dublin and Lanlogic, Inc.
for Purchase of Information Technology Services and Related Equipment
July 1, 2023
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Attachment 2
Exhibit A to the Resolution
Consultant reaches or exceeds 800 hours within a 12-month period under this
Agreement and any other agreement between Consultant and City. Such notice shall
include an estimate of the time necessary to complete work described in Exhibit A and
the estimate of time necessary to complete work under any other agreement between
Consultant and City, if applicable.
2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for
services satisfactorily performed, and for authorized reimbursable costs incurred. City
shall have 30 days from the receipt of an invoice that complies with all of the requirements
above to pay Consultant.
2.3 Final Payment. City shall pay the last 10% of the total sum due pursuant to this
Agreement within 60 days after completion of the services and submittal to City of a final
invoice, if all services required have been satisfactorily performed.
2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to
this Agreement. City shall not pay any additional sum for any expense or cost whatsoever
incurred by Consultant in rendering services pursuant to this Agreement. City shall make
no payment for any extra, further, or additional service pursuant to this Agreement.
In no event shall Consultant submit any invoice for an amount in excess of the maximum
amount of compensation provided above either for a task or for the entire Agreement,
unless the Agreement is modified prior to the submission of such an invoice by a properly
executed change order or amendment.
2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed
the amounts shown on the compensation schedule attached hereto as Exhibit B.
2.6 Reimbursable Expenses. Expenses not listed in Exhibit B are not chargeable to City.
Reimbursable expenses are included in the normal billing and compensation provided
under this Agreement.
2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes
incurred under this Agreement and any similar federal or state taxes.
2.8 Payment upon Termination. In the event that the City or Consultant terminates this
Agreement pursuant to Section 8, the City shall compensate the Consultant for all
outstanding costs and reimbursable expenses incurred for work satisfactorily completed as
of the date of written notice of termination. Consultant shall maintain adequate logs and
timesheets to verify costs incurred to that date.
2.9 Authorization to Perform Services. The Consultant is not authorized to perform any
services or incur any costs whatsoever under the terms of this Agreement until receipt of
authorization from the Contract Administrator.
Consulting Services Agreement between the City of Dublin and Lanlogic, Inc.
for Purchase of Information Technology Services and Related Equipment
July 1, 2023
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Attachment 2
Exhibit A to the Resolution
Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole
cost and expense, provide all facilities and equipment that may be necessary to perform the services
required by this Agreement. City shall make available to Consultant only the facilities and equipment listed
in this section, and only under the terms and conditions set forth herein.
City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be
reasonably necessary for Consultant's use while consulting with City employees and reviewing records and
the information in possession of the City. The location, quantity, and time of furnishing those facilities shall
be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve
incurring any direct expense, including but not limited to computer, long-distance telephone or other
communication charges, vehicles, and reproduction facilities.
Section 4. INSURANCE REQUIREMENTS. Before fully executing this Agreement, Consultant, at its
own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance
listed below against claims for injuries to persons or damages to property that may arise from or in
connection with the performance of the work hereunder by the Consultant and its agents, representatives,
employees, and subcontractors. Consistent with the following provisions, Consultant shall provide proof
satisfactory to City of such insurance that meets the requirements of this section and under forms of
insurance satisfactory in all respects, and that such insurance is in effect prior to beginning work.
Consultant shall maintain the insurance policies required by this section throughout the term of this
Agreement. The cost of such insurance shall be included in the Consultant's bid or proposal. Consultant
shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all
insurance required herein for the subcontractor(s) and provided evidence to City that such insurance is in
effect. VERIFICATION OF THE REQUIRED INSURANCE SHALL BE SUBMITTED AND MADE PART OF
THIS AGREEMENT PRIOR TO EXECUTION. Consultant shall maintain all required insurance listed
herein for the duration of this Agreement.
4.1 Workers' Compensation.
4.1.1 General Requirements. Consultant shall, at its sole cost and expense, maintain
Statutory Workers' Compensation Insurance and Employer's Liability Insurance for
any and all persons employed directly or indirectly by Consultant. The Statutory
Workers' Compensation Insurance and Employer's Liability Insurance shall be
provided with limits of not less than $1,000,000 per accident. In the alternative,
Consultant may rely on a self-insurance program to meet these requirements, but
only if the program of self-insurance complies fully with the provisions of the
California Labor Code. Determination of whether a self-insurance program meets
the standards of the California Labor Code shall be solely in the discretion of the
Contract Administrator.
The Workers' Compensation policy shall be endorsed with a waiver of subrogation
in favor of the entity for all work performed by the Consultant, its employees,
agents, and subcontractors.
4.1.2 Submittal Requirements. To comply with Subsection 4.1, Consultant shall
submit the following:
Consulting Services Agreement between the City of Dublin and Lanlogic, Inc.
for Purchase of Information Technology Services and Related Equipment
July 1, 2023
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Attachment 2
Exhibit A to the Resolution
a. Certificate of Liability Insurance in the amounts specified in the section;
and
b. Waiver of Subrogation Endorsement as required by the section.
4.2 Commercial General and Automobile Liability Insurance.
4.2.1 General Requirements. Consultant, at its own cost and expense, shall maintain
commercial general liability insurance for the term of this Agreement in an amount
not less than $1,000,000 and automobile liability insurance for the term of this
Agreement in an amount not less than $1,000,000 per occurrence, combined
single limit coverage for risks associated with the work contemplated by this
Agreement. If a Commercial General Liability Insurance or an Automobile Liability
form or other form with a general aggregate limit is used, either the general
aggregate limit shall apply separately to the work to be performed under this
Agreement or the general aggregate limit shall be at least twice the required
occurrence limit. Such coverage shall include but shall not be limited to, protection
against claims arising from bodily and personal injury, including death resulting
therefrom, and damage to property resulting from activities contemplated under
this Agreement, including without limitation, blanket contractual liability and the
use of owned and non -owned automobiles.
4.2.2 Minimum Scope of Coverage. Commercial general coverage shall be at least as
broad as Insurance Services Office Commercial General Liability occurrence form
CG 0001 (most recent edition) covering comprehensive General Liability on an
"occurrence" basis. Automobile coverage shall be at least as broad as Insurance
Services Office Automobile Liability form CA 0001, Code 1 (any auto). No
endorsement shall be attached limiting the coverage.
4.2.3 Additional Requirements. Each of the following shall be included in the
insurance coverage or added as a certified endorsement to the policy:
a. The Insurance shall cover on an occurrence or an accident basis, and not
on a claims -made basis.
b. City, its officers, officials, employees, and volunteers are to be covered as
additional insureds as respects: liability arising out of work or operations
performed by or on behalf of the Consultant; or automobiles owned,
leased, hired, or borrowed by the Consultant.
c. Consultant hereby agrees to waive subrogation which any insurer or
contractor may require from vendor by virtue of the payment of any loss.
Consultant agrees to obtain any endorsements that may be necessary to
effect this waiver of subrogation.
Consulting Services Agreement between the City of Dublin and Lanlogic, Inc.
for Purchase of Information Technology Services and Related Equipment
July 1, 2023
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Attachment 2
Exhibit A to the Resolution
d. For any claims related to this Agreement or the work hereunder, the
Consultant's insurance coverage shall be primary insurance as respects
the City, its officers, officials, employees, and volunteers. Any insurance
or self-insurance maintained by the City, its officers, officials, employees,
or volunteers shall be excess of the Consultant's insurance and shall not
contribute with it.
4.2.4 Submittal Requirements. To comply with Subsection 4.2, Consultant shall
submit the following:
a. Certificate of Liability Insurance in the amounts specified in the section;
b. Additional Insured Endorsement as required by the section;
c. Waiver of Subrogation Endorsement as required by the section; and
d. Primary Insurance Endorsement as required by the section.
4.3 Professional Liability Insurance.
4.3.1 General Requirements. Consultant, at its own cost and expense, shall maintain
for the period covered by this Agreement professional liability insurance for
licensed professionals performing work pursuant to this Agreement in an amount
not less than $2,000,000 covering the licensed professionals' errors and
omissions. Any deductible or self -insured retention shall not exceed $150,000 per
claim.
4.3.2 Claims -Made Limitations. The following provisions shall apply if the professional
liability coverage is written on a claims -made form:
a. The retroactive date of the policy must be shown and must be before the
date of the Agreement.
b. Insurance must be maintained and evidence of insurance must be
provided for at least 3 years after completion of the Agreement or the
work, so long as commercially available at reasonable rates.
c. If coverage is canceled or not renewed and it is not replaced with another
claims -made policy form with a retroactive date that precedes the date of
this Agreement, Consultant shall purchase an extended period coverage
for a minimum of 3 years after completion of work under this Agreement.
d. A copy of the claim reporting requirements must be submitted to the City
for review prior to the commencement of any work under this Agreement.
Consulting Services Agreement between the City of Dublin and Lanlogic, Inc.
for Purchase of Information Technology Services and Related Equipment
July 1, 2023
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Attachment 2
Exhibit A to the Resolution
4.3.3 Submittal Requirements. To comply with Subsection 4.3, Consultant shall
submit the Certificate of Liability Insurance in the amounts specified in the section.
4.4 All Policies Requirements.
4.4.1 Acceptability of Insurers. All insurance required by this section is to be placed
with insurers with a Bests' rating of no less than A:VII.
4.4.2 Verification of Coverage. Prior to beginning any work under this Agreement,
Consultant shall furnish City with complete copies of all Certificates of Liability
Insurance delivered to Consultant by the insurer, including complete copies of all
endorsements attached to the policies. All copies of Certificates of Liability
Insurance and certified endorsements shall show the signature of a person
authorized by that insurer to bind coverage on its behalf. If the City does not
receive the required insurance documents prior to the Consultant beginning work,
it shall not waive the Consultant's obligation to provide them. The City reserves
the right to require complete copies of all required insurance policies at any time.
4.4.3 Deductibles and Self -Insured Retentions. Consultant shall disclose to and
obtain the written approval of City for the self -insured retentions and deductibles
before beginning any of the services or work called for by any term of this
Agreement. At the option of the City, either: the insurer shall reduce or eliminate
such deductibles or self -insured retentions as respects the City, its officers,
employees, and volunteers; or the Consultant shall provide a financial guarantee
satisfactory to the City guaranteeing payment of losses and related investigations,
claim administration and defense expenses.
4.4.4 Wasting Policies. No policy required by this Section 4 shall include a "wasting"
policy limit (i.e. limit that is eroded by the cost of defense).
4.4.5 Endorsement Requirements. Each insurance policy required by Section 4 shall
be endorsed to state that coverage shall not be canceled by either party, except
after 30 days' prior written notice has been provided to the City.
4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds under its
policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall be subject to all of the
requirements stated herein.
4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide
or maintain any insurance policies or policy endorsements to the extent and within the time
herein required, City may, at its sole option exercise any of the following remedies, which
are alternatives to other remedies City may have and are not the exclusive remedy for
Consultant's breach:
Consulting Services Agreement between the City of Dublin and Lanlogic, Inc.
for Purchase of Information Technology Services and Related Equipment
July 1, 2023
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Attachment 2
Exhibit A to the Resolution
■ Obtain such insurance and deduct and retain the amount of the premiums for such
insurance from any sums due under the Agreement;
■ Order Consultant to stop work under this Agreement or withhold any payment that
becomes due to Consultant hereunder, or both stop work and withhold any payment,
until Consultant demonstrates compliance with the requirements hereof; and/or
■ Terminate this Agreement.
Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Refer to the attached
Exhibit C, which is incorporated herein and made a part of this Agreement.
Section 6. STATUS OF CONSULTANT.
6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall
be an independent contractor and shall not be an employee of City. This Agreement shall
not be construed as an agreement for employment. City shall have the right to control
Consultant only insofar as the results of Consultant's services rendered pursuant to this
Agreement and assignment of personnel pursuant to Subsection 1.3; however, otherwise
City shall not have the right to control the means by which Consultant accomplishes
services rendered pursuant to this Agreement. Consultant further acknowledges that
Consultant performs Services outside the usual course of the City's business; and is
customarily engaged in an independently established trade, occupation, or business of the
same nature as the Consultant performs for the City and has the option to perform such
work for other entities. Notwithstanding any other City, state, or federal policy, rule,
regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents,
and subcontractors providing services under this Agreement shall not qualify for or
become entitled to, and hereby agree to waive any and all claims to, any compensation,
benefit, or any incident of employment by City, including but not limited to eligibility to
enroll in the California Public Employees Retirement System (PERS) as an employee of
City and entitlement to any contribution to be paid by City for employer contributions and/or
employee contributions for PERS benefits.
6.2 Consultant Not an Agent. Except as City may specify in writing, Consultant shall have no
authority, express or implied, to act on behalf of City in any capacity whatsoever as an
agent. Consultant shall have no authority, express or implied, pursuant to this Agreement
to bind City to any obligation whatsoever.
Section 7. LEGAL REQUIREMENTS.
7.1 Governing Law. The laws of the State of California shall govern this Agreement.
7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with
all laws and regulations applicable to the performance of the work hereunder, including but
not limited to, the California Building Code, the Americans with Disabilities Act, and any
copyright, patent or trademark law. Consultant's failure to comply with any law(s) or
Consulting Services Agreement between the City of Dublin and Lanlogic, Inc.
for Purchase of Information Technology Services and Related Equipment
July 1, 2023
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Attachment 2
Exhibit A to the Resolution
regulation(s) applicable to the performance of the work hereunder shall constitute a breach
of contract.
7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by
fiscal assistance from another governmental entity, Consultant and any subcontractors
shall comply with all applicable rules and regulations to which City is bound by the terms of
such fiscal assistance program.
7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and
its employees, agents, and any subcontractors have all licenses, permits, qualifications,
and approvals of whatsoever nature that are legally required to practice their respective
professions. Consultant represents and warrants to City that Consultant and its
employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect
at all times during the term of this Agreement any licenses, permits, and approvals that are
legally required to practice their respective professions. In addition to the foregoing,
Consultant and any subcontractors shall obtain and maintain during the term of this
Agreement valid Business Licenses from City.
7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the
basis of a person's race, sex, gender, religion (including religious dress and grooming
practices), national origin, ancestry, physical or mental disability, medical condition
(including cancer and genetic characteristics), marital status, age, sexual orientation, color,
creed, pregnancy, genetic information, gender identity or expression, political affiliation or
belief, military/veteran status, or any other classification protected by applicable local,
state, or federal laws (each a "Protected Characteristic"), against any employee, applicant
for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or
applicant for any services or programs provided by Consultant under this Agreement.
Consultant shall include the provisions of this Subsection in any subcontract approved by
the Contract Administrator or this Agreement.
Section 8. TERMINATION AND MODIFICATION.
8.1 Termination. City may cancel this Agreement at any time and without cause upon written
notification to Consultant.
Consultant may cancel this Agreement upon 30 days' written notice to City and shall
include in such notice the reasons for cancellation.
In the event of termination, Consultant shall be entitled to compensation for services
performed to the effective date of termination; City, however, may condition payment of
such compensation upon Consultant delivering to City any or all documents, photographs,
computer software, video and audio tapes, and other materials provided to Consultant or
prepared by or for Consultant or the City in connection with this Agreement.
Consulting Services Agreement between the City of Dublin and Lanlogic, Inc.
for Purchase of Information Technology Services and Related Equipment
July 1, 2023
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Attachment 2
Exhibit A to the Resolution
8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this
Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a
written amendment to this Agreement, as provided for herein. Consultant understands and
agrees that, if City grants such an extension, City shall have no obligation to provide
Consultant with compensation beyond the maximum amount provided for in this
Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no
obligation to reimburse Consultant for any otherwise reimbursable expenses incurred
during the extension period.
8.3 Amendments. The Parties may amend this Agreement only by a writing signed by all the
Parties.
8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this
Agreement contemplates personal performance by Consultant and is based upon a
determination of Consultant's unique personal competence, experience, and specialized
personal knowledge. Moreover, a substantial inducement to City for entering into this
Agreement was and is the professional reputation and competence of Consultant.
Consultant may not assign this Agreement or any interest therein without the prior written
approval of the Contract Administrator. Consultant shall not subcontract any portion of the
performance contemplated and provided for herein, other than to the subcontractors noted
in the proposal, without prior written approval of the Contract Administrator.
8.5 Survival. All obligations arising prior to the termination of this Agreement and all
provisions of this Agreement allocating liability between City and Consultant shall survive
the termination of this Agreement.
8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms
of this Agreement, City's remedies shall include, but are not limited to, the following:
8.6.1 Immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any
other work product prepared by Consultant pursuant to this Agreement;
8.6.3 Retain a different consultant to complete the work described in Exhibit A not
finished by Consultant; or
8.6.4 Charge Consultant the difference between the cost to complete the work
described in Exhibit A that is unfinished at the time of breach and the amount that
City would have paid Consultant pursuant to Section 2 if Consultant had
completed the work.
Section 9. KEEPING AND STATUS OF RECORDS.
9.1 Records Created as Part of Consultant's Performance. All reports, data, maps,
models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications,
Consulting Services Agreement between the City of Dublin and Lanlogic, Inc.
for Purchase of Information Technology Services and Related Equipment
July 1, 2023
Page 10 of 14
209
Attachment 2
Exhibit A to the Resolution
records, files, or any other documents or materials, in electronic or any other form, that
Consultant prepares or obtains pursuant to this Agreement and that relate to the matters
covered hereunder shall be the property of the City. Consultant hereby agrees to deliver
those documents to the City upon termination of the Agreement. It is understood and
agreed that the documents and other materials, including but not limited to those described
above, prepared pursuant to this Agreement are prepared specifically for the City and are
not necessarily suitable for any future or other use. City and Consultant agree that, until
final approval by City, all data, plans, specifications, reports and other documents are
confidential and will not be released to third parties without prior written consent of both
Parties.
9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books
of account, invoices, vouchers, canceled checks, and other records or documents
evidencing or relating to charges for services or expenditures and disbursements charged
to the City under this Agreement for a minimum of 3 years, or for any longer period
required by law, from the date of final payment to the Consultant to this Agreement.
9.3 Inspection and Audit of Records. Any records or documents that Subsection 9.2 of this
Agreement requires Consultant to maintain shall be made available for inspection, audit,
and/or copying at any time during regular business hours, upon oral or written request of
the City. Under California Government Code Section 8546.7, if the amount of public funds
expended under this Agreement exceeds $10,000.00, the Agreement shall be subject to
the examination and audit of the State Auditor, at the request of City or as part of any audit
of the City, for a period of 3 years after final payment under the Agreement.
Section 10. MISCELLANEOUS PROVISIONS.
10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for
declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing
party shall be entitled to reasonable attorneys' fees in addition to any other relief to which
that party may be entitled. The court may set such fees in the same action or in a
separate action brought for that purpose.
10.2 Venue. In the event that either party brings any action against the other under this
Agreement, the Parties agree that trial of such action shall be vested exclusively in the
state courts of California in the County of Alameda or in the United States District Court for
the Northern District of California.
10.3 Severabilitv. If a court of competent jurisdiction finds or rules that any provision of this
Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so
adjudged shall remain in full force and effect. The invalidity in whole or in part of any
provision of this Agreement shall not void or affect the validity of any other provision of this
Agreement.
Consulting Services Agreement between the City of Dublin and Lanlogic, Inc.
for Purchase of Information Technology Services and Related Equipment
July 1, 2023
Page 11 of 14
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Attachment 2
Exhibit A to the Resolution
10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this
Agreement does not constitute a waiver of any other breach of that term or any other term
of this Agreement.
10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of
and shall apply to and bind the successors and assigns of the Parties.
10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written
studies and other printed material on recycled paper to the extent it is available at equal or
less cost than virgin paper.
10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within
the corporate limits of City or whose business, regardless of location, would place
Consultant in a "conflict of interest," as that term is defined in the Political Reform Act,
codified at California Government Code Section 81000 et seq.
Consultant shall not employ any City official in the work performed pursuant to this
Agreement. No officer or employee of City shall have any financial interest in this
Agreement that would violate California Government Code Section 1090 et seq.
Consultant hereby warrants that it is not now, nor has it been in the previous 12 months,
an employee, agent, appointee, or official of the City. If Consultant was an employee,
agent, appointee, or official of the City in the previous 12 months, Consultant warrants that
it did not participate in any manner in the forming of this Agreement. Consultant
understands that, if this Agreement is made in violation of California Government Code
Section 1090 et seq., the entire Agreement is void and Consultant will not be entitled to
any compensation for services performed pursuant to this Agreement, including
reimbursement of expenses, and Consultant will be required to reimburse the City for any
sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it
may be subject to criminal prosecution for a violation of California Government Code
Section 1090 et seq., and, if applicable, will be disqualified from holding public office in the
State of California.
At City's sole discretion, Consultant may be required to file with the City a Form 700 to
identify and document Consultant's economic interests, as defined and regulated by the
California Fair Political Practices Commission. If Consultant is required to file a Form 700,
Consultant is hereby advised to contact the Dublin City Clerk for the Form 700 and
directions on how to prepare it.
10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or
interview related to this Agreement, either orally or through any written materials.
10.9 Contract Administration. This Agreement shall be administered by the City Manager
("Contract Administrator"). All correspondence shall be directed to or through the Contract
Administrator or his or her designee.
Consulting Services Agreement between the City of Dublin and Lanlogic, Inc.
for Purchase of Information Technology Services and Related Equipment
July 1, 2023
Page 12 of 14
211
Attachment 2
Exhibit A to the Resolution
10.10 Notices. Any written notice to Consultant shall be sent to:
Lanlogic, Inc.
Att: Dan Ferguson
248 Rickenbacker Circle
Livermore, CA 94551
Any written notice to City shall be sent to:
City of Dublin
Att: Steve Windsor
100 Civic Plaza
Dublin, CA 94568
10.11 Integration. This Agreement, including the scope of work attached hereto and
incorporated herein as Exhibits A, B, and C represents the entire and integrated
agreement between City and Consultant and supersedes all prior negotiations,
representations, or agreements, either written or oral.
Exhibit A Scope of Services
Exhibit B Compensation Schedule & Reimbursable Expenses
Exhibit C Indemnification
10.12 Counterparts and Electronic Signatures. This Agreement may be executed in multiple
counterparts, each of which shall be an original and all of which together shall constitute
one agreement. Counterparts delivered and/or signatures executed by City -approved
electronic or digital means shall have the same force and effect as the use of a manual
signature. Both Parties desire this Agreement to be electronically signed in accordance
with applicable federal and California law. Either Party may revoke its agreement to use
electronic signatures at any time by giving notice to the other Party.
10.13 Certification per Iran Contracting Act of 2010. In the event that this contract is for
one million dollars ($1,000,000.00) or more, by Consultant's signature below Consultant
certifies that Consultant, and any parent entities, subsidiaries, successors or subunits of
Consultant are not identified on a list created pursuant to subdivision (b) of Section 2203 of
the California Public Contract Code as a person engaging in investment activities in Iran as
described in subdivision (a) of Section 2202.5, or as a person described in subdivision (b)
of Section 2202.5 of the California Public Contract Code, as applicable.
SIGNATURES ON FOLLOWING PAGE
Consulting Services Agreement between the City of Dublin and Lanlogic, Inc.
for Purchase of Information Technology Services and Related Equipment
July 1, 2023
Page 13 of 14
212
Attachment 2
Exhibit A to the Resolution
The Parties have executed this Agreement as of the Effective Date. The persons whose signatures appear
below certify that they are authorized to sign on behalf of the respective Party.
CITY OF DUBLIN LANLOGIC, INC.
p- DocuSigned by:
NaI& Ft,TWA,
1 PRA9MS7RRP47Q
Linda Smith, City Manager Daniel L. Ferguson, President & CEO
Attest:
Marsha Moore, City Clerk
Approved as to Form:
City Attorney
3070368.1
Consulting Services Agreement between the City of Dublin and Lanlogic, Inc.
for Purchase of Information Technology Services and Related Equipment
July 1, 2023
Page 14 of 14
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Attachment 2
Exhibit A to the Resolution
EXHIBIT A
SCOPE OF SERVICES
Project) Task Objectives and Requirements
• IT support of the City of Dublin network on task order basis as directed by the City
Scope of Work and Deliverables
The Consultant shall provide services and staff, and otherwise do all things reasonably necessary for or incidental to
the performance of work, as set forth below:
• Network engineering and support services performed onsite and remotely
• Microsoft server and VMware engineering and support services
• IT project management
• Interface with City vendors including network carriers, the County of Alameda, contractors and other
services as needed
• Staff augmentation during vacations and extended leaves
• Network infrastructure hardware and related equipment (examples - CISCO network Switches and
Meraki Wifi Access Points)
The Consultant shall procure and deliver to City of Dublin the following:
• Documentation of any project
• Detailed time logs of all work performed
• Monthly billing of any services
The following are not included within this scope of service:
• Projects that have been authorized under a separate PO
Consulting Services Agreement between City of Dublin and Lanlogic, Inc. July 1, 2023
for Purchase of Information Technology Services and Related Equipment Exhibit A — Page 1 of 1
214
EXHIBIT B
COMPENSATION SCHEDULE
Lanlogic, Inc. will guarantee the following hourly rates for the term of this agreement as follows:
Fiscal Years
2023-2024
2024-2025
2025-2026
T&M Hourly Network Engineer $195.00 $201.00 $207.00
After Hours/Weekends
Note: Annual rate increases will not exceed CPI up to a
maximum of 3%.
$292.00
$301.00
310.00
The City shall pay the Consultant the amount noted above for the performance of all activities necessary for or
incidental to the performance of work as set forth in this agreement. Consultant will provide invoices to the City on a
monthly basis as requested by the City on an as needed basis.
Consultant Services Agreement between City of July 1, 2023
Dublin and Lanlogic, Inc. Exhibit B: Compensation Schedule
215
EXHIBIT C
INDEMNIFICATION
Consultant shall indemnify, defend with counsel acceptable to City, and hold harmless City and its officers,
elected officials, employees, agents and volunteers from and against any and all liability, loss, damage,
claims, expenses, and costs (including without limitation, attorney's fees and costs and fees of litigation)
(collectively, "Liability") of every nature arising out of or in connection with Consultant's performance of the
services called for or its failure to comply with any of its obligations contained in this Agreement, except
such Liability caused by the sole negligence or willful misconduct of City.
Notwithstanding the forgoing, to the extent this Agreement is a "construction contract" as defined by
California Civil Code Section 2782, as may be amended from time to time, such duties of Consultant to
indemnify shall not apply when to do so would be prohibited by California Civil Code Section 2782.
The Consultant's obligation to defend and indemnify shall not be excused because of the Consultant's
inability to evaluate Liability or because the Consultant evaluates Liability and determines that the
Consultant is not liable to the claimant. The Consultant must respond within 30 days to the tender of any
claim for defense and indemnity by the City. If the Consultant fails to accept or reject a tender of defense
and indemnity within 30 days, in addition to any other remedy authorized by law, so much of the money due
the Consultant under and by virtue of this Agreement as shall reasonably be considered necessary by the
City, may be retained by the City until disposition has been made of the claim or suit for damages, or until
the Consultant accepts or rejects the tender of defense, whichever occurs first.
Consulting Services Agreement between City of Dublin and Lanlogic, Inc. July 1, 2023
for Purchase of Information Technology Services and Related Equipment Exhibit C — Page 1 of 1
216
WATER AGENCY
Delivering Quality, Reliability and Safety
ORIGINATING SECTION: Administration
CONTACT: Osborn Solitei
AGENDA DATE: October 19, 2022
Attachment 3
ITEM NO. 7b
100 North Canyons Parkway
Livermore, CA 94551
(925) 454-5000
SUBJECT: Award a Contract for Information Technology and Supervisory Control and Data
Acquisition (SCADA) Support Services
SUMMARY:
• Zone 7 currently contracts with Lanlogic, Inc., to provide Information Technology and
SCADA support services and the current six -year contract value is $1,553,190. The
contract expires on December 31, 2022.
• In accordance with the Agency's Purchasing Policy which allows procurement of
professional services based on qualifications and experience (without a bidding
process based on pricing), the selection of the consulting firm for the services was
done through a competitive procurement process. A Request for Proposals (RFP) was
issued on July 15, 2022, for Information Technology and SCADA Support Services.
The RFP was advertised on the Agency's website. Two proposals were received.
• Upon review of the proposals, Lanlogic, Inc., was found to be best qualified vendor to
provide IT and SCADA support services by the selection committee based on the
evaluation criteria which includes the proposer's knowledge and relevant experience,
understanding of the Agency's IT needs, approach, references, and costs.
• Staff, therefore, recommends awarding the contract to Lanlogic, Inc.
• The proposed action is in support of Strategic Plan Goal E: Effective Operations —
provide the Agency with effective leadership, administration, and governance.
• Staff recommends that the Board authorize the General Manager to:
• negotiate and execute a professional services agreement with Lanlogic, Inc., to
provide IT services and SCADA support services for a three-year period (January 1,
2023, through December 31, 2025, for a contract amount not -to -exceed $848,689.
• negotiate, execute, and amend as needed two optional one-year contract
extensions based on satisfactory performance and increasing the total five-year
contract value not -to -exceed amount of $1,457,764 as shown on the table below:
zone7water.com
Period Annual Amount
January 1, 2023 — December 31, 2023 $274,577
January 1, 2024 — December 31, 2024 $282,814
January 1, 2025 — December 31, 2025 $291,298
3-Year Contract Total
$848,689
January 1, 2026 — December 31, 2026
January 1, 2027 — December 31, 2027
5-Year Contract Total
$300,037
$309,038
$1,457,764
FUNDING:
For FY 2022-23 and FY 2023-24, funding for IT services is budgeted and available in Fund
100 — Water Enterprise Operations and Fund 200 — Flood Protection Operations, and for
the remaining years, funding will be requested in the subsequent fiscal year budget.
RECOMMENDED ACTION:
Adopt the attached Resolution.
ATTACHMENT:
Resolution
Page 2
218
ZONE 7
ALAMEDA COUNTY FLOOD CONTROL AND WATER CONSERVATION DISTRICT
BOARD OF DIRECTORS
RESOLUTION NO.
INTRODUCED BY
SECONDED BY
Award a Contract for Information Technology and
Supervisory Control and Data Acquisition (SCADA) Support Services
WHEREAS, the current Information Technology and SCADA support services provider is
Lanlogic, Inc., and the current contract expires on December 31, 2022; and
WHEREAS, staff followed the Agency's Purchasing Policy allowing for procurement of
professional services based on qualifications and experience, and advertised Request for
Proposals for consulting services; and
WHEREAS, through a consultant selection process, Lanlogic, Inc., was determined to be
the best qualified firm to provide these services and perform the required work; and
WHEREAS, Lanlogic, Inc., has satisfactorily provided these services in the past; and
WHEREAS, the proposed action is in support of Strategic Plan Goal E - provide the
Agency with effective leadership, administration, and governance.
NOW, THEREFORE, BE IT RESOLVED, that the Zone 7 Board of Directors of the
Alameda County Flood Control and Water Conservation District, does hereby authorize the
General Manager to negotiate, execute, and amend as needed a professional services contract
with Lanlogic, Inc., to provide professional Informational Technology and Supervisory Control
and Data Acquisition (SCADA) support services for a three-year term (January 1, 2023 through
December 31, 2025) for a contract amount not -to -exceed $848,689.
BE IT FURTHER RESOLVED that the General Manager is authorized to negotiate,
execute, and amend as needed two optional additional one-year periods based on satisfactory
performance, increasing the total five-year contract value not -to -exceed $1,457,764.
ADOPTED BY THE FOLLOWING VOTE:
AYES:
NOES:
ABSENT:
ABSTAIN:
I certify that the foregoing is a correct copy of a
Resolution adopted by the Board of Directors of
Zone 7 of the Alameda County Flood Control and
Water Conservation District on October 19. 2022.
By:
President, Board of Directors
219
Attachment 4
Request for Proposal (RFP)
Information Technology (IT) and SCADA Support Services
Zone 7 Water Agency
100 North Canyons Parkway
Livermore, CA 94551
Proposals Due: August 26, 2022
Contact: Karen Bartels, Buyer II
Phone: 925.454.5039
Email: kbartels@zone7water.com
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ZONE 7 WATER AGENCY
RFP
IT and SCADA Support Services
Contents
Introduction 3
Background 3
Minimum Vendor Qualifications 4
Pre -Proposal Communications 4
Submission Requirements 4
Current Environment 6
Proposed Scope of Services 7
Fee Schedule 9
Transition/Onboarding: 9
Service Level Agreements (SLA's) 9
RFP Schedule 11
Interpretation or Correction of RFP Documents 11
Notice of Award 11
EXHIBITS
Exhibit A — Scope of Services Required
Exhibit B — Sample Services Agreement
Exhibit C — Exceptions or Deviations form
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Introduction
Zone 7 Water Agency (Agency) is seeking proposals from qualified firms to provide
Information Technology (IT) and Supervisory Control and Data Acquisition System
(SCADA) Support Services. This Request for Proposal (RFP) describes the project, the
required scope of services and the information that must be included in the proposal.
Failure to submit information in accordance with the RFP's requirements and procedure
may be cause for disqualification. A Proposal Review Team will review and evaluate the
submittals and the Agency will enter into negotiations with the successful vendor to result
in an Agreement for Services for the project.
The term of any contract awarded for these services will be for three (3) years beginning
January 1, 2023, through December 31, 2025. The Agency reserves the right to extend
the term of this contract for two (2) additional one-year terms subject to the review and
recommendation of the General Manager.
The Proposal Evaluation Criteria is described in RFP Section — Responsiveness and
Selection Process. Each proposal will be evaluated based on completeness and
thoroughness of the responses with respect to the requested information.
Background
The Zone 7 Water Agency (Zone 7 or the Agency) is part of the Alameda County Flood
Control and Water Conservation District, which is a dependent special district of Alameda
County. Its mission is to deliver safe, reliable, efficient and sustainable water and flood
protection services. It is governed by an elected seven -member Board of Directors. Zone
7 derives its revenues from property taxes, water sales, development fees, drainage fees,
and interest. It has broad authority power to finance, construct and operate a system for
the transportation, storage, treatment, and distribution of water. Zone 7 supplies
wholesale water to four municipal customers, which are the City of Livermore, City of
Pleasanton, Dublin -San Ramon Services District (DSRSD) and the California Water Service
Company. These customers distribute the water to municipal and industrial customers.
Zone 7 employs approximately 100 full time staff at four separate sites. Those sites are
connected through a Wide Area Network. Zone 7 is connected to the County of Alameda's
central network for accounting, payroll, human resources and purchasing applications.
Zone 7 has an administrative/business network and a completely separate Operational
Technology (OT) Supervisory Control and Data Acquisition System (SCADA) network.
Zone 7 has few dedicated information technology positions: an Associate Controls System
Engineer, a Geographic Information Systems Analyst (currently vacant), and Instrument
Technicians who focus on the Computerized Maintenance Management System (CMMS)
- one position) and SCADA.
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Zone 7 outsources full IT services to support its desktop, business and SCADA OT
networks, application recommendations and information technology consulting. This role
is currently supported by Lanlogic, Incorporated. The purpose of this RFP is solicit
proposals and gain adequate information by which the Agency may evaluate the services
offered by respondents in order to secure a new contract for those services.
Minimum Vendor Qualifications
The vendor shall have been in business performing IT and SCADA Support and
supplemental IT Project related work for a minimum of five (5) years and shall have
completed similar projects for other government agencies during the last three years.
Vendor must provide all services from facilities within the continental U.S. and maintain
a local office in the Tri-Valley area (comprising the cities of Pleasanton, Dublin and
Livermore, CA).
Pre -Proposal Communications
If, upon review of this RFP, your firm intends to submit a proposal, please email the
Agency's point of contact for this RFP, Karen Bartels, Buyer II at
kbartels(azone7water.com by 5 p.m. on August 19, 2022, to confirm your intent to
submit. Communications related to this RFP, including vendor -submitted questions,
answers, addendums, and other vendor communications will be transmitted to the
contact information provided in your initial notice.
Questions or comments regarding this RFP should be submitted in writing, via email to
Karen Bartels, Buyer II at kbartelsCa�zone7water.corn no later than 5:00 p.m. on August
5, 2022 All responses to questions will be posted on the Agency's website under
Constructioi. & Business Opportunities on August 12, 2022.
Submission Requirements
ALL PROPOSALS ARE DUE VIA EMAIL BY 5:00 PM ON August 26, 2022.
Submittals should be directed to:
Karen Bartels, Buyer II
Email: kbartels(&zone7water.com
Proposals must be submitted as a single document in PDF or MS Word format, via email
with the subject line "IT and SCADA Support Services." Late proposals will not be
considered.
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For proposals to be considered complete, they must include the following:
• Title Page: including the subject of the proposal, the proposing company's name
and postal address, the name, email address, and telephone numbers of a
contact person, the date of the proposals, and signature of a duly authorized
official representing the vendor.
• Table of Contents
• Executive Summary: should provide a summary of the firm's overall proposal,
including the vendor's understanding of the project.
• Company Background: including the number of years actively providing
professional services for IT and SCADA OT network services, location of office
from which service will be provided, company's normal business hours [PST] for
office -providing services and total number of employees.
• Qualifications: A description of the firm's qualifications and experience
performing similar services. Vendor should have at least 2 Microsoft Certified
Systems Engineer (MCSE) on staff. Additional preferred qualifications include
Microsoft Mid -Market Solutions Provider Silver or better; VMware Solution
Provider; and/or Veeam Partner.
• Staffing: A list of the proposed staff members who will be assigned to this
project as well as their qualifications. Include bios for each proposed individual
and indicate where each will be located and the percent of time each will be
dedicated to support the Agency. The bios must identify any special skills each
would bring to this engagement, including any relevant certifications.
• Insurance Requirements: A statement indicating whether the firm, in the event
of award, would be able to provide insurance meeting or exceeding the
requirements and acceptance of the Agency's standard Vendor agreement
(Refer to Exhibit B, Appendix C)
• Exceptions or Deviations (Exhibit C): Use to indicate any exceptions and/or
deviations to the terms and conditions or insurance requirements in Exhibit B.
• Description of any claims: lawsuits, or legal settlements your firm has had in the
past and/or those that are currently pending
• References: A minimum of three (3) references, including at least one public
agency for whom the vendor has provided similar services.
• Fee Schedule: showing any and all charges for performing the services in the
proposed scope of work, expressed in both a hourly and annual basis
• Scope of Work: including a detailed description of services to be provided, the
nature and level of support available, and transition plan, as applicable. The
vendor may recommend other tasks that it deems appropriate to achieve the
objectives set forth in this RFP.
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Proposals shall be signed and dated by an authorized officer with a guarantee that the
proposal will be valid for a minimum of 120 days. Responses that do not include the
content required in this section will be considered incomplete and will receive
no further consideration.
The preparation of the RFP will be at the total expense of the vendor. There is no
expressed or implied obligation for the Agency to reimburse responding vendors for any
expense incurred in the preparation of proposals in response to this RFP. All proposals
submitted to the Agency shall become properties of Agency and will not be returned.
Current Environment — the current IT and OT environments are described below:
Technology
• There are approximately 23 Servers 56 desktops, 75 laptops. The Agency wishes
to deploy field -based tablets in the future.
• Existing desktops and laptops are a mixture of Windows 7 and Windows 10
Professional.
• Server environment contains a mixture of operating systems 2003, 2008 R2,
2012R2, 2016, and 2019. The majority of servers are Windows 2012R2. The
environment is built on Dell Server Hardware.
• Electronic mail is currently Office 365.
• The Agency's website is hosted externally.
• The Agency maintains 5 locations with Internet access and staff. AT&T OPT-E-
Man circuits are used for all site connectivity.
• The Agency has two Domain Controllers at Headquarters, Del Valle, and
Patterson Pass. The Domain Controllers are 2008 R2 and 2012 R2.
• The Agency's current virtual infrastructure is configured with VMware.
• Phone system — Mavericks
• Employees are provided VPN access using SonicWall Global VPN Client
Network
• Network switches and routers (primarily Cisco).
• Firewalls are primarily SonicWall.
• Agency has approximately 75 mobile devices (phones and tablets).
• Meraki Wireless
SCADA OT Network Equipment List
• (10) Dell Severs running Windows 2000
• (2) Dell NAS servers
• (36) Dell workstations running XP
• (4) Cisco 2600 routers
• (3) Cisco Pix 515e firewalls
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Facility locations - services shall be provided at the following locations:
iv
Table 1 — Facility Locations
North Canyons Headquarters
Del Valle Water Treatment Plant
Patterson Pass Water Treatment Plant
Distribution & Wellfield Parkside
Mocho Groundwater Demineralization Plant
Livermore, CA
Livermore, CA
Livermore, CA
Pleasanton, CA
Pleasanton, CA
Proposed Scope of Services
Qualifying submittals will address the vendor's plan for providing the services listed below.
For additional detail on the anticipated scope of services, refer to Exhibit A of this RFP.
Table 2 - Scope of Services
Day -to -Day Implementation
Services Include:
Project -Related Services May
Include:
End user support, including support of
Virtual Private Network (VPN) and
remote users
Help desk - 24/7 availability for SCADA
OT network and normal business hours
for the administrative/business network
Network support, including
LAN/SAN/WLAN/WAN
Business network and server monitoring
and management/Alameda County
network support
Mobile Device Management system
implementation for management of
Phones and Tablets
Multi -Factor Authentication
implementation to better secure logins
VPN Upgrade
Office Upgrade/Rollout
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Table 2 - Scope of Services
Day -to -Day Implementation
Services Include:
Project -Related Services May
Include:
SCADA OT network and server
monitoring and management, remote
access management
Radio and phone system support
Firewall and WAN management
IT Security Services - Implement
advanced threat management tools to
increase security monitoring.
Alternatives potentially include Cylance,
Artic Wolf, or other products.
IT Consulting and Strategy
IT/Telecom Liaison
IT Project Design, Execution and
Management
Technical Program Management
IT Training — Applications, Technology
and Security
Automate email phishing testing to
reduce time spent administering
program
24x7 network and server monitoring
with onsite response
Creation and maintenance of accurate
and updated technology documentation
Respond to annual financial audit
questions
Server Upgrades/assist with developing
annual IT budget for server upgrades
and other IT needs
Network Upgrades - Upgrade network
switching environment to current
generation.
Application Upgrades
Computer lifecycle, asset inventory and
software licenses management
Mobile Device Implementations/Rollouts
SCADA network support and system
projects
Expanding the network to new facilities
Coordinating with ATT for network
upgrades
Video conferencing setup and support
Network support of the physical security
system
Upgrade Active Directory network to
Windows server 2019
Cloud based backup solution to include
cloud -based recovery of Administrative
Systems
Cloud based backup solution to include
email archiving and 0365 backup
systems
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Table 2 - Scope of Services
Day -to -Day Implementation
Services Include:
Project -Related Services May
Include:
Maintenance of the custom cost system
application and support ERP system
upgrades and maintenance
Expand utilization of 0365 suite —
implement MS Teams and SharePoint for
internal and external file sharing and
collaboration
Fee Schedule
Each proposal will include a Fee Schedule that outlines all monthly service delivery costs
as well as any proposed one-time software, start-up costs, change fees, or other
penalties. The Fee Schedule should include a breakdown of pricing structure (per user,
per hour, etc.) and any additional billing rates, hourly costs, and additional expenses for
each individual or service. Costs must be expressed on an hourly and annual basis. Total
annual costs for years 1-3 must be provided, with estimated cost for optional years 4-5.
Transition/Onboarding:
Vendors are expected to ensure that the award of this service contract will not result in
disruption to the Agency's administrative and operational business processes. Proposals
should include a transition plan to ensure that this objective is met at both the beginning
of services, as well as at the conclusion of the contract, including any costs related to the
transition. The description shall include the vendor's approach to developing and
executing the transition plan (including collaboration with third -party software and service
providers), the estimated duration of the transition, the quality assurance activities
related to ensuring that the transition proceeds as planned, a plan for providing periodic
status reports to the Agency regarding the status of transition activities, and a description
of anticipated costs specific to the transition. The vendor shall clearly identify those
activities in its transition plan that shall be the responsibility of the Agency and the
Agency's incumbent service provider, and those activities that shall be performed by the
vendor.
Service Level Agreements (SLA's)
The following table provides definition as to the required functions to be performed by the
Vendor. Each SLA provides a description of the service, service requirement, and
measurement.
When service falls below the identified threshold, the Vendor will work to resolve service
problems and report progress. In the event service does not improve, a joint meeting
between the Vendor and the Agency will take place to discuss and resolve the issues that
have resulted in diminished service. The Vendor will publish and distribute a report from
the meeting that documents the results and issue resolution. The Agency reserves the
right to add, change or delete any SLA during contract negotiation with the selected
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Vendor. Regardless, the Vendor is required to specifically define its approach to meeting
and exceeding each specific SLA. If a contract is awarded, the Vendor shall provide the
Agency access to the data used to calculate its performance against the Service Levels
and the measurement and monitoring tools and procedures utilized by the Vendor to
generate such data for purposes of audit and verification.
Table 3 — SLA's
Title/Description
dMi
Minimum Service Level
All Network Connectivity
All Business and SCADA Servers
Emergency service requests -
server(s) down, WAN link issue
Emergency service requests that
materially affect a single site.
Non -emergency service requests
Server backups
Password resets
Restoration of SCADA servers
from network backup
Restoration of business servers
from network backup
Restoration of desktops
Restoration of individual file from
network backup to user's desktop
99.999% availability
99.999% availability
Resolved within 2 hours at least 90% of
the time
Resolved within 4 hours 90% of the time
Resolved within 48 hours 90% of the
Nightly (incremental/ differential) and
weekly (full) offsite; expectation is that
backup process will include backup to disk
and backup disk to Internet
Resolved within 30 minutes 90% of the
time
Restored within 24 hours 99.999% of the
time
Restored within 48 hours 99.999% of the
time
Restored within 48 hours 99.999% of the
time
Restored within four hours 95% of the
time
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RFP Schedule
Table 4 — RFP Schedule
Schedule
Date
Release RFP
Deadline for Questions
Response to Questions
Bidder Confirms Intent to Submit Proposal
Proposals Due via Email
Proposal Review and Evaluation
Bidder interviews and final selection
(at discretion of Agency)
Board Approval/vendor award
Contract Start Date
July 15, 2022
August 5, 2022
August 12, 2022
August 19, 2022
August 26, 2022
August 26 — September 14, 2022
Week of September 19, 2022
October 19, 2022
January 1, 2023
Interpretation or Correction of RFP Documents
The vendor shall review the RFP documents to determine if there are any particular
requirements for this project that may impact the preparation of the proposal including
insurance, and any other requirements. In the event the vendor has any questions
regarding the meaning of any part of the documents, or finds any error, omission,
inconsistency, or ambiguity in the documents, the vendor shall make a written Request
for Clarification prior to submitting its proposal. It shall be the vendor's responsibility to
ensure any such request is submitted to Zone 7 in a timely manner in order to allow Zone
7 issuance of a written addendum.
If necessary, the Agency shall make clarifications, interpretations, corrections, and
changes to the documents by addendum issued as provided in these instructions.
Purported clarifications, interpretations, corrections, and changes to the documents made
in any other manner shall not be binding on the Agency, and vendors shall not rely upon
them.
Submission of a proposal indicates the vendor's acceptance of the conditions contained
in this Request for Proposals document, unless clearly and specifically noted in the
proposal submitted and confirmed in the contract between the Agency and the Vendor
selected.
Responsiveness and Selection Process
The decision for selection will be made on a combination of criteria, including:
comprehensiveness of proposal, responsiveness and adherence to format, quality and
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completeness of proposal, qualifications and experience of the firm or partnership with
same or similar equipment/services, vendor's ability to perform in a timely fashion,
technical merits of specifications, system capabilities, reliability, and flexibility, system
design and implementation, total cost (including ongoing operating costs), local project
team and subcontractor/Vendor qualifications, reputation of vendor, and references. The
following table represents the principal selection criteria, which will be considered during the
evaluation process:
Criteria
A. Executive Summary and the Proposer's interest of the project
B. Vendor Team Organization, Qualifications and Experience
Relevant project experience and examples, Proven experience
C. in meeting service level minimums and outlined in Table 3
Description of proposal services, transition plan, approach and
D. understanding of the project
E. References
F. Cost Proposal (Fee Schedule)
Weight
10 Points
15 Points
20 Points
40 Points
5 Points
10 Points
RFP responses will be reviewed by Agency staff, with feedback from existing agency
consultants as necessary. Reference checks may consist of phone and/or email inquiries
to any current or past customer of the vendor, either provided by vendor or contacted
independently by the Agency.
The Agency reserves the right to request vendors at any phase of the evaluation process
to clarify information provided in RFP responses. Clarifications must be submitted in
writing by the requested deadline; otherwise, the RFP response will be deemed non-
responsive or evaluated without the benefit of the clarification requested. If the Agency
determines that all vendors failed to submit requested information or adequately
responded to the same RFP question or request for data, the Agency may, at its
discretion, issue an RFP Addendum and provide all vendors with an opportunity to provide
a response to the RFP question. Responses to RFP Addendum questions must be
submitted in writing by the stated deadline; otherwise, the RFP response will be deemed
non -responsive or evaluated without the benefit of the clarification requested.
The Agency reserves the right to reject any or all proposals, in whole or part, to waive
any informality in any proposal, and to accept the proposal which, in its discretion, is in
the best interest of the Agency. Cost is not the only factor to be considered. The lowest
cost vendor may not be selected.
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All vendors will be notified by email of the Agency's decision at the conclusion of the
selection process.
Notice of Award
Upon conclusion of the RFP response evaluation process, all bidder's will be notified in
writing of the contract award recommendation, if any, of Zone 7 Water Agency.
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Exhibit A — Scope of Services Reauired
Zone 7 is highly reliant on the external IT services provider supporting its networks
(including routers, hubs, and switches), servers, desktops, and SCADA to effectively
coordinate with Agency staff, the County of Alameda, and other external service providers
to ensure that its business and engineering applications are available as needed.
Proposals submitted in response to this RFP should specifically address the provision of
the following services related to the Agency's IT needs:
Account Manager: Vendor is expected to provide an Account Manager for the Agency.
The Account Manager will interface with the Agency's technology liaison and management
and become the main contact for the Agency for the duration of the project. The Agency
reserves the right to request a change in Account Manager based on performance. The
Account Manager will be responsible for reporting on services provided, including the
delivery of:
• A detailed monthly activity report and invoice showing work performed and time
spent. Vendor must separate and identify in detail, particular services (SCADA,
Help Desk, etc.) in billing/accounting.
• A Service Level Agreement Report on a monthly basis for tracking service level
problems and resolutions
Help Desk Services: The activities required to coordinate and respond to incidents and
service requests made by Agency end -users and technical staff. The Agency expects that
the Help Desk will serve as the single -point -of -contact for resolution and escalation of all
incidents and service requests related to all Agency technical requests. Vendor is
expected to provide 24/7 on -call help desk services for the SCADA network and normal
business hours for the administrative/business network. Vendor proposals must include
how end -users will be serviced for off -hour requests (i.e., evenings, weekends, and
holidays). On -call resources for urgent priorities may need immediate response on -site
and/or remotely.
Technology Documentation: Vendor shall assist with the creation and maintenance
of accurate and updated technology documentation, including, but not limited to:
• Device configuration version control
• Updated equipment, application, warranty, and license lists
• Project -related network diagrams
• Account Administration, Management, and Reporting
• Summary report of all tickets opened, closed, or worked during the month,
with a status for each
• Written updates on the status of service requests or projects (as needed)
• Inventory of all IT assets, computer life cycle and software licensing
management
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Project Manaaement: Vendor's must perform Project Management Services as
directed by the Agency in order to improve its ability to deliver projects; promote a closer
collaboration between all departments, and advance Agency -wide and departmental
objectives in a cohesive and transparent manner, which promotes a more integrated
approach to the Agency's technology investments. Project implementation will be
coordinated with the Agency schedules in order to minimize any disruptions to normal
operations. Project Management Services include, for each project:
• Develop and provide a project charter, scope of work, and work plan to be reviewed
and approved by the Agency.
• Provide weekly project status reports, including issues -tracking and reporting
Professional Consultinci Services: The Agency expects the Vendor to actively analyze
and manage their service delivery performance, utilization, governance, and relationships
with Agency departments, to drive to higher accountability and continuous improvement
of IT service delivery over the life of the contract. Professional Consulting Services include:
• Management of Agency software licensing and compliance.
• Provide recommendations pertaining to hardware and software upgrades, new
hardware or software applications, or expansions of applications.
• Support other specialized technology -related projects as identified
• Part time Chief Information Officer services including consulting and strategic planning
for both current and future needs, including attendance at IT committee meetings.
Maintenance Services and Monitorinci: These services encompass activities required
to provide and support the Agency's current infrastructure, including:
• Desktop Hardware and Software Maintenance Support: Services provided in this area
supports desktop hardware, laptops, desktop software, and the peripheral devices
attached to them. A wide variety of applications are in use across departments. These
services should include application support for the full Microsoft Suite.
• Desktop Client Services: Includes help desk support and user interface, ability to
remotely take control of all workstations upon request to speed service response;
onsite desktop support as requested; data recovery; hardware, software, and
peripheral equipment fixes; technology refresh and lifecycle management;
installations, moves, additions, and changes; and troubleshooting of desktop and
network issues.
• Desktop Application Services: Basic troubleshooting and connectivity support to
Agency applications; image management; patch management (all applications and
operating systems); implementation of antivirus automated scheduled scans and
automatic definition updates (no manual updates or scan); electronic software
distribution, integration, and testing; and mobile Device Management for all laptops,
tablets, and smart phones.
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• Server and Network Services: Server maintenance, and development and
implementation of security protocols; evaluation and daily monitoring of server
diskspace, backup systems, anti -virus systems, and server event logs; maintenance
of a Wide Area Network (WAN) and Local Area Network (LAN) at each site;
maintenance of the AT&T Internet TI for Internet access; support of Virtual Private
Network (VPN) and remote users; remote monitoring of network including
connectivity and event logs on a 24x7 basis; network security and capacity planning;
and equipment procurement and installation.
• IT Asset and Software Tracking: Includes computer, server, software licensing
lifecycle management and asset disposal.
SCADA OT network:
Provide tier 2 support of the SCADA OT network in conjunction with the internal SCADA
support staff including:
• Help desk - 24/7 availability for SCADA OT network.
• Domain, server, and workstation maintenance, including security policies.
• Evaluation and daily monitoring of backup systems.
• Evaluation and daily monitoring of anti -virus systems.
• Evaluation and daily monitoring of server event logs.
• Manage remote access to the SCADA OT network
• Maintenance of WAN and LAN at each site.
• Network routing support between the hard wired and wireless LANs.
• Maintain SCADA OT network servers and workstations, and coordinate with SCADA
software vendor if necessary.
• Primary responsibility to prevent accidental Internet access to the SCADA OT
network.
• Provide networking and Windows support to SCADA vendor as needed.
• Recovery of all workstations and servers as needed from the network backup.
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Exhibit B — Sample Services Agreement
SERVICE AGREEMENT
between
ALAMEDA COUNTY FLOOD CONTROL
AND WATER CONSERVATION DISTRICT, ZONE 7
and
Consultant Name
for
Project/Program Name
Contract No.
Dated
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This Professional Services Agreement ("Agreement") is made effective as of
, by and between the Alameda County Flood Control and
Water Conservation District, Zone 7 commonly known as ZONE 7 WATER AGENCY,
hereinafter referred to as ("Agency"), a public body, corporate and politic, duly
organized and existing under and by virtue of the laws of the State of California and
, a DESCRIBE BUSINESS ENTITY, E.G., PROFESSIONAL
CORPORATION ("Consultant") (collectively, the "Parties"), at Livermore, California, with
reference to the following facts and intentions:
WHEREAS, The Agency is engaging in
("Project"); and
WHEREAS, The Agency requires a highly qualified consultant with the requisite
knowledge, skill, ability and expertise to provide the necessary services for the Project
("Services"); and
WHEREAS, Consultant represents to the Agency that it is fully qualified and available to
perform the Services for and as requested by the Agency.
NOW, THEREFORE, in consideration of the mutual promises, covenants, and terms and
conditions herein, the Parties agree as follows:
1. SCOPE OF WORK
1.1. Consultant shall provide all services set out in Appendix A, Scope of Work,
attached and incorporated here to the satisfaction of the Agency.
1.2. Independent Contractor; Agency - The Consultant is acting hereunder
as an independent contractor and not as an agent or employee of the
Agency. The Consultant is thus not eligible to receive workers'
compensation, medical, indemnity or retirement benefits, including but not
limited to enrollment in the Alameda County Employees' Retirement
Association (ACERA). Except as expressly provided herein, the Consultant is
not eligible to receive overtime, vacation or sick pay. The Consultant shall
not represent or otherwise hold out itself or any of its directors, officers,
partners, employees, or agents to be an agent or employee of the Agency.
1.3. Extra Services - Before performing any services outside the scope of this
Agreement ("Extra Services"), Consultant shall submit a written request for
approval of such Extra Services and receive written approval from the
Agency. The Agency shall have no responsibility to compensate Consultant
for any Extra Services provided by Consultant without such prior written
approval.
1.4. Methods - Consultant shall have the sole and absolute discretion in
determining the methods, details and means of performing the Services
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required by the Agency. The Agency shall not have any right to direct the
methods, details and means of the Services; however, Consultant must
receive prior written approval from the Agency before assigning or changing
any assignment of Consultant's project manager or key personnel and before
using any Sub -consultants ("Sub -consultants") or Sub -consultant
agreements for services or materials under this Agreement and any work
authorizations.
1.5. Review - Consultant shall furnish the Agency with reasonable opportunities
from time to time to ascertain whether the Services of Consultant are being
performed in accordance with this Agreement. All work done and materials
furnished shall be subject to final review and approval by the Agency. The
Agency's review and approval of the Services shall not; however, relieve
Consultant of any of its obligations under this Agreement.
2. COMPENSATION
2.1. Amount — As consideration for the Services described above, THE AGENCY
will pay the Consultant an amount not to exceed $
("Maximum Amount"). Payments will be made at the rates set forth in the
Fee Schedule which is attached hereto within and incorporated herein as
though fully set forth ("Fee Schedule" — Appendix B). Consultant shall submit
an invoice within ten (10) days after the end of each month during the term
of this Agreement describing the Services performed for which payment is
requested.
2.2. Invoicing — The invoice shall identify and describe the activities performed
by Consultant and state the total cost of the Services for the period of the
invoice; the hours worked; the name and title of the person(s) performing
the work; the hourly rate for the person(s) performing the work; the accrued
reimbursable expenses; and the budget amount and percentage remaining
(after invoice payment), without reduction for retentions. The invoice shall
also identify expenses for which reimbursement is requested and attach
supporting documentation, including original receipts and/or bills. Any
expenses exceeding $500 shall require written approval from the Agency.
Reimbursable costs shall not include any administrative or overhead
expenses and shall be reimbursable as described in the Fee Schedule.
Costs or expenses not designated or identified in the Fee Schedule shall not
be reimbursable unless otherwise provided in this Agreement. Only actual
time in providing the Services will be charged. The Agency will not make any
payments for Consultant's travel time incurred in providing the Services, and
Consultant agrees not to invoice the Agency for any travel time incurred in
providing the Services.
The Agency shall review and approve all invoices prior to payment.
Consultant agrees to submit additional supporting documentation to support
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the invoice if requested by the Agency. If the Agency does not approve an
invoice, the Agency shall send a notice to the Consultant setting forth the
reason(s) the invoice was not approved. Consultant may re -invoice the
Agency to cure the defects identified in the Agency notice. The revised
invoice will be treated as a new submittal. If the Agency contests all or any
portion of an invoice, the Agency and the Consultant shall use their best
efforts to resolve the contested portion of the invoice.
The Agency shall pay approved invoice amounts within thirty (30) days of
receipt. The Agency's determinations regarding verification of Consultant's
performance, accrued reimbursable expenses, and percentage of completion
shall be binding and conclusive. Consultant's time records, invoices, receipts
and other documentation supporting the invoices shall be available for
review by the Agency upon reasonable notice and shall be retained by
Consultant for three (3) years after completion of the Project.
All invoices submitted for payment must indicate the Agreement number and
either are to be emailed to accountspavable(azone7water.com or a hard
copy mailed to Zone 7 Water Agency, 100 North Canyons Parkway,
Livermore, CA 94551, Attention: Accounts Payable.
2.3. Withholding Payment — In the event the Agency has reasonable grounds
for believing Consultant will be unable to materially perform the Services
under this Agreement or unable to complete the Services within the
Maximum Amount described in this Agreement, or if the Agency becomes
aware of a potential claim against Consultant or the Agency arising out of
Consultant's negligence, intentional act or breach of any provision of this
Agreement, including a potential claim against Consultant by the Agency,
then the Agency may withhold payment of any amount payable to
Consultant that the Agency determines is related to such inability to
complete the Services, negligence, intentional act, or breach.
3. TAXES; INSURANCE; PERMITS; LICENSES
3.1. Taxes - Consultant shall be solely responsible for the payment of all federal,
state and local income tax, social security tax, worker's compensation
insurance, state disability insurance, and any other taxes or insurance
Consultant, as an independent contractor, is responsible for paying under
federal, state or local law. Consultant is aware of the provisions of Section
3700 of the California Labor Code, which requires every employer to be
insured against liability for workers' compensation or to undertake self-
insurance in accordance with the provisions of that code, and Consultant
shall comply with such provisions before commencing the performance of
the Services under the Agreement. Consultant and its Sub -consultants shall
maintain applicable workers' compensation insurance for their employees in
effect during all work covered by the Agreement.
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3.2. Permits and Licenses - Consultant shall procure and maintain all permits,
and licenses and other government -required certification necessary for the
performance of the Services, all at the sole cost of Consultant. None of the
items referenced in this section shall be reimbursable to Consultant under
the Agreement. Consultant shall comply with any and all applicable local,
state, and federal regulations and statutes including Cal/OSHA requirements.
4. RISK TRANSFER PROVISIONS
4.1. Workers' Compensation Insurance - By his/her signature hereunder,
Consultant certifies that he/she is aware of the provisions of Section 3700 of
the California Labor Code which require every employer to be insured
against liability for workers' compensation or to undertake self-insurance in
accordance with the provisions of that code, and he/she will comply with
such provisions before commencing the performance of the work of this
Agreement.
4.2. Indemnification - To the fullest extent permitted by law, Consultant will
immediately defend, indemnify and hold harmless the Agency, its directors,
officers, employees, or authorized volunteers, and each of them (collectively
"the Agency") from and against:
4.2.1. All claims, demands, liabilities and losses arising out of the performance
(or actual or alleged non-performance) of the services by Consultant,
including its agents and employees, under this Agreement, for damages
to persons or property arising, pertaining to or relating to the
Consultant's negligent acts or omissions or willful misconduct or the
failure of Consultant to comply with any professional standard of care
applicable to Consultant's services.
4.2.2. Any and all actions, proceedings, damages, costs, expenses, penalties or
liabilities, in law or equity, of every kind or nature whatsoever, arising out
of, resulting from, or on account of the intentional or negligent violation
of any governmental law or regulation, compliance with which is the
responsibility of Consultant.
4.2.3. Any and all losses, expenses, damages (including damages to the work
itself), attorneys' fees, and other costs, including all costs of defense,
including but not only costs of counsel acceptable to the Agency, which
the Agency may incur with respect to the failure, neglect, or refusal of
Consultant to perform the Services or its obligations under the
Agreement. Such costs, expenses, and damages shall include all costs,
including attorneys' fees, incurred by the Agency in any lawsuit to which
it is a party. Upon the Agency's tender, Consultant shall immediately
defend, at its own cost, expense and risk, any and all such suits, actions
or other legal proceedings, with counsel acceptable to the Agency.
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Consultant shall further defend itself against any and all liabilities, claims,
losses, damages, and costs arising out of or alleged to arise out of
performance or non- performance of the work hereunder and shall not
tender such claims to the Agency nor to its directors, officers, employees,
or authorized volunteers, for defense or indemnity.
4.2.4. Consultant shall pay and satisfy any judgment, award or decree that may
be rendered against the Agency or its directors, officers, employees, or
authorized volunteers, in any and all such aforesaid suits, actions, or
other legal proceedings if arising as provided in the previous subsections
of this Section.
4.2.5. Consultant shall reimburse the Agency or its directors, officers,
employees, or authorized volunteers, for any and all legal expenses and
costs incurred by each of them in connection therewith.
Consultant's indemnification obligations shall not be limited in any way by any
limitation on the amount or type of damages, compensation, or benefits payable
by or for the Consultant, its agents, employees under any applicable Worker
Compensation Act, Disability Benefits Act, or other employee benefit act.
Consultant's obligation to defend and indemnify shall not be restricted by the
insurance requirements of this Agreement or to insurance proceeds, if any
received by the Agency, or its directors, officers, employees, or authorized
volunteers.
Notwithstanding the foregoing obligations, Consultant shall not at any time be
responsible for any claims, liabilities or demands to the extent that they arise
from the negligence or willful misconduct of the Agency, provided, however, that
contributory negligence will not relieve Consultant of its obligation to defend
unless the claims, liabilities or demand are the result of the sole negligence or
willful misconduct of Agency.
The indemnity provided under this indemnification provision is intended to and
will survive the expiration or termination of the Agreement and remain in full
force and effect until barred by the applicable statute of limitations.
5. GENERAL CONDITIONS
5.1. Laws, Regulations and Permits -The Consultant shall give all notices
required by law and comply with all laws, ordinances, rules, and regulations
pertaining to the conduct of the work. The Consultant shall be liable for all
violations of the law in connection with work furnished by the Consultant. If
the Consultant performs any work knowing it to be contrary to such laws,
ordinances, rules and regulations, the Consultant shall bear all costs arising
therefrom.
5.2. Safety - The Consultant shall execute and maintain his/her work so as to
avoid injury or damage to any person or property.
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In carrying out his/her work, the Consultant shall at all times exercise all
necessary precautions for the safety of employees appropriate to the nature
of the work and the conditions under which the work is to be performed,
and be in compliance with all applicable federal, state and local statutory
and regulatory requirements including State of California, Department of
Industrial Relations (Cal/OSHA) regulations, and the U.S. Department of
Transportation Omnibus Transportation Employee Testing Act. Safety
precautions, as applicable, shall include but shall not be limited to:
adequate life protection and life-saving equipment; adequate illumination;
instructions in accident prevention for all employees, such as the use of
machinery guards, safe walkways, scaffolds, ladders, bridges, gang planks,
confined space procedures, trenching and shoring, fall protection, and other
safety devices; equipment and wearing apparel as are necessary or lawfully
required to prevent accidents, injuries, or illnesses; and adequate facilities
for the proper inspection and maintenance of all safety measures.
5.3. Labor Compliance Requirements - Labor Compliance requirements
(Prevailing Wage, SB 854): Contractor/Vendor must comply with all labor
compliance requirements including but not limited to prevailing wage
requirements, SB 854, Labor Code sections 1771.1(a) & 1725.5, Public
Works Contractor Registration Program, and Electronic Certified Payroll
Records to Labor Commissioner. Additional information about these
requirements and the new public works program regarding compliance
monitoring, administration and enforcement are available at the Department
of Industrial Relations. [For Public Works Contracts] Copies of the rate
of per diem prevailing wage shall be on file at the principal office of the
Agency and shall be made available to any interested party upon request.
6. REQUIRED INSURANCE
Liability Insurance - The Consultant shall provide and maintain at all
times during the performance of the work under this Agreement, the
following commercial general liability, professional liability and automobile
liability insurance. All of the insurance shall be provided on policy forms and
through companies satisfactory to the Agency.
6.1. Coverage - Coverage shall be at least as broad as the following or as
provided in Appendix C:
6.1.1. Coverage for Professional Liability appropriate to the Consultant's
profession covering Consultant's wrongful acts, negligent actions, errors
or omissions. If Claims Made Polices: the Retroactive Date must be
shown and must be before the date of the contract or the beginning of
contract work; insurance must be maintained and evidence of insurance
must be provided for at least five (5) years after completion of the
contract of work; and if coverage is canceled or non -renewed, and not
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replaced with another claims -made policy form with a
Retroactive Date prior to the contract effective date, the Consultant
must purchase "extended reporting" coverage for a minimum of five (5)
years after completion of contract work.
6.1.2. Insurance Services Office (ISO) Commercial General Liability Coverage
(Occurrence Form CG 0001).
6.1.3. Insurance Services Office (ISO) Business Auto Coverage (Form CA 0001),
covering Symbol 1 (non -owned and hired automobiles).
6.2. Limits - The Consultant shall maintain limits no less than the following:
6.2.1. Professional Liability — Two million dollars ($2,000,000) per claim and
annual aggregate.
6.2.2. Commercial General Liability — Two million dollars ($2,000,000) per
occurrence or the full per occurrence limits of the policies available,
whichever is greater for bodily injury, personal injury and property
damage and products & completed operations liability. If Commercial
General Liability Insurance or other form with a general aggregate limit
or products -completed operations aggregate limit is used, either the
general aggregate limit shall apply separately to the project/location
(with the ISO CG 25 03, or ISO CG 25 04, or insurer's equivalent
endorsement provided to the Agency), or the general aggregate limit and
products -completed operations aggregate limit shall be twice the
required occurrence limit.
6.2.3. Automobile Liability — One million dollars ($1,000,000) for bodily injury
and property damage each accident limit.
6.2.4. Excess Liability — The limits of insurance required in this Agreement may
be satisfied by a combination of primary and umbrella or excess
insurance. Any umbrella or excess insurance shall contain or be endorsed
to contain a provision that such coverage shall also apply on a primary
and non-contributory basis for the benefit of the Agency (if agreed to in a
written contract or agreement) before the Agency's own primary or self -
Insurance shall be called upon to protect it as a named insured.
6.3. Required Provisions - The general liability and automobile liability policies
are to contain, or be endorsed to contain, the following provisions:
6.3.1. The Agency, its directors, officers, employees, and authorized volunteers
are to be given insured status at least as broad as ISO endorsement CG
20 10 10 01 specifically naming all of the Agency parties required in this
Agreement or using language that states"as required by contract"). All
Sub -consultants hired by Consultant must also have the same forms or
coverage at least as broad; as respects: liability arising out of activities
performed by or on behalf of the Consultant; products and completed
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operations of the Consultant; premises owned, occupied or used by the
Consultant; and automobiles owned, leased, hired or borrowed by the
Consultant. The coverage shall contain no special limitations on the scope
of protection afforded to the Agency, its directors, officers, employees, or
authorized volunteers.
6.3.2. Each insurance policy required above shall provide that coverage shall
not be canceled, except with notice to the Agency. Additionally,
Consultant shall give Agency thirty (30) days written notice prior to any
material change or cancellation of said coverage.
6.3.3. For any claims related to this project, the Consultant's insurance shall be
primary insurance as respects the Agency, its directors, officers,
employees, or authorized volunteers, using the ISO CG 20 01 04 13 or
coverage at least as broad. Any insurance, self-insurance, or other
coverage maintained by the Agency, its directors, officers, employees, or
authorized volunteers shall be in excess of the insurance required under
this Agreement and shall not contribute to it.
6.3.4. Any failure to comply with the reporting or other provisions of the policies
including breaches and warranties shall not affect coverage provided to
the Agency, its directors, officers, employees, or authorized volunteers.
6.3.5. Such liability insurance shall indemnify the Consultant and his/her Sub -
consultants against loss from liability imposed by law upon, or assumed
under contract by, the Consultant or his/her Sub -consultants for damages
on account of such bodily injury (including death), property damage,
personal injury, completed operations, and products liability.
6.3.6. The general liability policy shall cover bodily injury and property damage
liability, owned and non -owned equipment, blanket contractual liability,
completed operations liability.
6.3.7. The automobile liability policy shall cover all owned, non -owned, and
hired automobiles.
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6.4. Workers' Compensation and Employer's Liability Insurance - The
Consultant and all Sub -consultants shall cover or insure under the applicable
laws relating to workers' compensation insurance, all of their employees
employed directly by them or through Sub- consultants in carrying out the
work contemplated under this Agreement, all in accordance with the
"Workers' Compensation and Insurance Act", Division IV of the Labor Code
of the State of California and any Acts amendatory thereof, with statutory
limits. The Consultant shall provide employer's liability insurance with limits
of no less than $1,000,000 each accident, $1,000,000 disease policy limit,
and $1,000,000 disease each employee. Waiver of Subrogation: The
insurer(s) named above agree to waive all rights of subrogation against the
Agency, its elected or appointed officers, officials, agents, authorized
volunteers and employees for losses paid under the terms of this policy
which arise from work performed by the Named Insured for the Agency; but
this provision applies regardless of whether or not the Agency has received a
waiver of subrogation from the insurer.
6.5. Deductibles and Self -Insured Retentions - Any deductible or self -
insured retention must be declared to and approved by the Agency. At the
option of the Agency, the insurer shall either reduce or eliminate such
deductibles or self -insured retentions. Policies containing any self -insured
retention (SIR) provision shall provide or be endorsed to provide that the
SIR may be satisfied by either the named or additional insureds, co-insurers,
and/or insureds other than the First Named Insured.
6.6. Acceptability of Insurers - Insurance is to be placed with insurers having
a current A.M. Best rating of no less than A: VII or equivalent or as
otherwise approved by the Agency.
6.7. Evidence of Insurance - Prior to execution of the Agreement, the
Consultant shall file with the Agency a certificate of insurance (Acord Form
25 or equivalent) signed by the insurer's representative evidencing the
coverage required by this Agreement. Such evidence shall include (1)
attached additional insured endorsements with primary & non-contributory
wording, (2) Workers' Compensation waiver of subrogation. The Agency
reserves the right to obtain complete, certified copies of all required
insurance policies, at any time. Consultant shall maintain the Insurance
required by this Agreement throughout the term of the Agreement and for a
period of not less than 5 years following the termination of completion of
this Agreement. Consultant further waives all rights of subrogation under
this Agreement. Failure to continually satisfy the Insurance requirements is a
material breach of contract.
The Consultant shall, upon demand of the Agency, deliver to the Agency
such policy or policies of insurance and the receipts for payment of
premiums thereon.
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6.8. Continuation of Coverage - If any of the required coverages expire
during the term of this Agreement, the Consultant shall deliver the renewal
certificate(s) including the general liability additional insured endorsement to
the Agency at least ten (10) days prior to the expiration date. Failure to
comply with any of the Insurance requirements shall constitute material
breach of contract. The insurance requirements in this Agreement do not in
any way represent of imply that such coverage is sufficient to adequately
cover the Consultant's obligations under this Agreement. All Insurance or
self-insurance coverage and limits applicable to a given loss or available to
the named insured shall be available and applicable to the additional
insured. The insurance obligations under this Agreement are independent of
and in addition to the defense and indemnity obligations contained
elsewhere in this Agreement and shall not in any way act to limit or restrict
the defense or indemnity or additional insure obligations of the Consultant or
the Consultant's insurance carrier, and shall be for (1) the full extent of the
insurance or self-insurance overages and limits carried by or available to the
Consultant, or (2) the minimum insurance coverage and amounts shown in
this Agreement; whichever is greater. Agency reserves the right to add such
other parties as may be required in the future to the indemnity and
additional insured requirements of this Agreement.
6.9. Sub -Consultants - In the event that the Consultant employs other
consultants ("Sub -consultants") as part of the services covered by this
Agreement, it shall be the Consultant's responsibility to require and confirm
that each Sub -consultant meets the minimum insurance requirements
specified above.
7. LABOR AND MATERIALS
Consultant shall furnish, at its own expense, all labor, materials, equipment, tools,
transportation and services necessary for the successful completion of the Services
to be performed under this Agreement. Consultant shall give its full attention and
supervision to the fulfillment of the provisions of this Agreement by its employees
and Sub -consultants and shall be responsible for the timely performance of the
Services required by this Agreement. Consultant's standard schedule of fees and
charges is attached, which is incorporated herein as though fully set forth in the
Fee Schedule attached hereto (Appendix B). All compensation for Consultant's
Services under this Agreement shall be pursuant to the Fee Schedule.
8. TERM OF THE AGREEMENT
8.1. Period of Services — This Agreement between the Agency and Consultant
is for a term of NUMBER OF MONTHS, beginning DATE and ending DATE,
subject to the termination provisions herein.
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8.2. Termination — The Agency may terminate this Agreement for any reason
by giving Consultant at least thirty (30) days or earlier (depending on nature
of services) prior written notice of such termination. Such termination shall
not relieve the Agency from responsibility for payment for Services rendered
by Consultant prior to the date of termination but shall relieve the Agency of
its obligations for the full payment of compensation due under the
Agreement for the Services of Consultant after the notice of termination.
8.3. Termination for Cause — The Agency may terminate the Agreement for
cause, effective immediately upon written notice of such termination to
Consultant, based upon the occurrence of any of the following events:
8.3.1. Material breach of the Agreement by Consultant
8.3.2. Cessation of Consultant to be licensed, as required by law
8.3.3. Failure of Consultant to substantially comply with any applicable federal,
state or local laws or regulations
8.3.4. The voluntary or involuntary filing of any petition under any law for the
relief of debtors with respect to Consultant
8.3.5. Conviction of Consultant of any crime other than minor traffic offenses
8.4. Compensation Upon Termination - If the Services of Consultant are
terminated, in whole or in part, Consultant shall be compensated as provided
herein for all Services and approved Extra Services performed prior to the
date of such termination.
9. CALIFORNIA LABOR CODE REQUIREMENTS
9.1. Consultant is aware of the requirements of California Labor Code Sections
1720 et seq. and 1770 et seq., which require the payment of prevailing
wage rates and the performance of other requirements on certain "public
works" and "maintenance" projects. If the services are being performed as
part of an applicable"public works" or "maintenance" project, as defined by
the Prevailing Wage Laws, and if the total compensation is $1,000 or more,
Consultant agrees to fully comply with such Prevailing Wage Laws, if
applicable. Consultant shall defend, indemnify and hold the Agency, its
elected officials, officers, employees and agents free and harmless from any
claims, liabilities, costs, penalties or interest arising out of any failure or
alleged failure to comply with the Prevailing Wage Laws. It shall be
mandatory upon the Consultant and all sub -consultants to comply with all
California Labor Code provisions, which include but are not limited to
prevailing wages, employment of apprentices, hours of labor and debarment
of contractors and subcontractors.
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9.2. Effective March 1, 2015, if the services are being performed as part of an
applicable "public works" or "maintenance" project, in addition to the
foregoing, then pursuant to Labor Code sections 1725.5 and 1771.1, the
Consultant and all sub -consultants must be registered with the Department
of Industrial Relations ("DIR"). Consultant shall maintain registration for the
duration of the project and require the same of any sub -consultants. This
project may also be subject to compliance monitoring and enforcement by
the DIR. It shall be Consultant's sole responsibility to comply with all
applicable registration and labor compliance requirements, including the
submission of payroll records directly to the DIR.
10. INTERESTS OF CONSULTANT
10.1. Consultant represents and warrants that it presently has no interests, and
covenants that it will not acquire any interests, direct or indirect, financial or
otherwise, that would conflict with the performance of the Services to be
provided by Consultant under the Agreement. Consultant further covenants
that, in the performance of the Agreement, it will not employ any Sub -
consultant or employee with any such interest. Consultant certifies that no
one who has or will have any financial interest under this Agreement or
within Consultant is a director, officer or employee of the Agency.
10.2. Although Consultant is retained as an independent contractor, Consultant's
employees or agents may still be required under the California Political
Reform Act and the Agency Conflict of Interest Code to file annual financial
disclosure statements. Consultant agrees that its employees and/or agents
will file with the Agency in a timely manner those financial disclosure
statements that the Agency determines Consultant is required to file
pursuant to the Political Reform Act. Failure to file such financial disclosure
statements by Consultant and any of its employees or agents is grounds for
termination of this Agreement.
11. COMPLETED WORK AND WORK PRODUCT
In the event of termination or completion of the Services under the Agreement,
Consultant shall, at the Agency's request, promptly surrender to the Agency all
completed work and work in progress and all materials, records and notes
developed, procured, or produced pursuant to the Agreement. Consultant may
retain copies of such work product as a part of its record of professional activity.
12. CONFIDENTIALITY AND RESTRICTIONS ON DISCLOSURE
12.1. Confidential Nature of Materials - The Consultant understands that all
documents, records, reports, data, or other materials (collectively
"Materials") provided by the Agency to the Consultant pursuant to the
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Agreement, including but not limited to draft reports, final report(s) and all
data, information, documents, graphic displays and other items that are not
proprietary to the Consultant and that are utilized or produced by the
Consultant pursuant to the Agreement are to be considered confidential for
all purposes.
12.2. No Disclosure of Confidential Materials - The Consultant shall be
responsible for protecting the confidentiality and maintaining the security of
the Agency documents and records in its possession. All Materials shall be
deemed confidential and shall remain the property of the Agency. The
Consultant understands the sensitive nature of the above and agrees that
neither its officers, partners, employees, agents or Sub -consultants will
release, disseminate, or otherwise publish said reports or other such data,
information, documents, graphic displays, nor other materials except as
provided herein or as authorized, in writing, by the Agency. The Consultant
agrees not to make use of such Materials for any purpose not related to the
performance of the Services under the Agreement. The Consultant shall not
make written or oral disclosures thereof, other than as necessary for its
performance of the Services hereunder, without the prior written approval of
the Agency. Disclosure of confidential Materials shall not be made to any
individual, agency, or organization except as provided for in the Agreement
or as may be required by law, or by a court of competent jurisdiction.
12.3. Protections to Ensure Control over Materials - All confidential Materials
saved or stored by the Consultant in an electronic form shall be protected by
adequate security measures to ensure that such confidential Materials are
safe from theft, loss, destruction, erasure, alteration, and any unauthorized
viewing, duplication, or use. Such security measures shall include, but not be
limited to, the use of current virus protection software, firewalls, data
backup, passwords, and Internet controls.
The provisions of this Section survive the termination or completion of the
Agreement.
13. OWNERSHIP OF DOCUMENTS AND DISPLAYS
All original written or recorded data, documents, graphic displays, reports or other
materials which contain information relating to the Consultant's performance
hereunder and which are originated and prepared for the Agency pursuant to the
Agreement shall be "work for hire" and shall be the property of the Agency. The
Consultant hereby assigns all of its right, title and interest therein to the Agency,
including but not limited to any copyright interest. In addition, the Agency reserves
the right to use, duplicate and disclose in whole, or in part, in any manner and for
any purpose whatsoever all such data, documents, graphic displays, reports or
other materials delivered to the Agency pursuant to this Agreement and to
authorize others to do so.
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To the extent that the Consultant utilizes any of its property (including, without
limitation, any hardware or software of Consultant or any proprietary or confidential
information of Consultant or any trade secrets of Consultant) in performing services
hereunder, such property shall remain the property of Consultant, and the Agency
shall acquire no right or interest in such property.
14. ASSIGNMENT PROHIBITED
The Consultant shall not assign, transfer, convey, or otherwise dispose of its
rights, title or interest in or to this Agreement or any part thereof without the
previous written consent of the Agency.
15. REPRESENTATIVES OF THE PARTIES AND SERVICE OF NOTICES
15.1. Designated Representatives — The Agency representative designated
below shall be the principal representative of the Agency for purposes of the
Services that are the subject of this Agreement. Consultant shall designate,
in writing, Consultant's project engineer and/or project manager for the
performance of the Services under this Agreement, which designation shall
be subject to the Agency's reasonable approval.
The representatives of the Parties who are authorized to administer this
Agreement and to whom formal notices, demands and communications shall
be given are as follows:
ZONE 7 WATER AGENCY Representative:
Name
Title
Zone 7 Water Agency
100 N. Canyons Parkway
Livermore, CA 94551
Consultant:
Name
Title
Firm Name
Address
Firm Tax ID
Notices - Formal notices, demands and communications to be given hereunder by
either Party shall be made in writing and may be affected by personal delivery or fax
or by registered or certified mail, postage prepaid, return receipt requested to the
address set out below and shall be deemed communicated as of the date of mailing.
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If the name or address of the person to whom notices, demands or communications
shall be given changes, written notice of such change shall be given, in accordance
with this section within five (5) working days.
16. MISCELLANEOUS PROVISIONS
16.1. Integration — This Agreement represents the complete Agreement of the
parties and supersedes any other Agreements between the parties, whether
written or oral.
16.2. No Waiver — No waiver by either parties of any term or condition of this
Agreement shall be a continuing waiver thereof.
16.3. Modification — This Agreement only may be amended in writing, signed by all
parties.
16.4. Attorneys' Fees — In any proceeding to enforce this Agreement, the
prevailing party shall be entitled to attorneys' fees and costs in any amount
determined by the court.
16.5. Choice of Laws/Venue — This Agreement shall in all respects be governed by
the laws of the State of California applicable to Agreement executed and to
be wholly performed with the State. Any action regarding this Agreement
shall be brought in Alameda County Superior Court.
16.6. Counterparts — This Agreement may be executed in separate counterparts
that, together, shall constitute and be one and the same instrument.
16.7. No Third -Party Beneficiaries — This Agreement is for the sole benefit of the
parties hereto and their permitted assigns (if any), and nothing herein
expressed or implied shall give or be construed to give to any person, other
than the parties hereto and such assigns any legal or equitable rights
hereunder.
16.8. No Presumption Regarding Drafter — The parties to this Agreement
acknowledge that its terms and provisions have been negotiated and
discussed among them and that it reflects their mutual agreement regarding
its subject matter. Therefore, neither party shall be deemed to be the drafter
of this Agreement, nor shall there be no presumption for or against the
drafter in its interpretation or enforcement.
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IN WITNESS WHEREOF, the Parties have executed this Agreement at the place and as
of the date first written above.
ALAMEDA COUNTY FLOOD CONTROL and WATER
CONSERVATION DISTRICT, Zone 7, commonly known as
ZONE 7 WATER AGENCY ("Agency") Consultant
Valerie L. Pryor
General Manager
Date
Signature Date
Print Name & Title
Address
Telephone
TIN or SS Number
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Vendor Services Aareement — Appendix C
INSURANCE
This is an appendix attached to, and made a part of, the Services Agreement dated
("Agreement") between THE ALAMEDA COUNTY FLOOD
CONTROL AND WATER CONSERVATION DISTRICT, ZONE 7 commonly known as ZONE
7 WATER AGENCY ("Agency") and ("Vendor"), for the
provision of services agreement ("Services").
Minimum Insurance Requirements: Consultant shall procure and maintain for the
duration of the contract insurance against claims for injuries or death to persons or
damages to property which may arise from or in connection with the performance of
the work hereunder and the results of that work by the Consultant, his agents,
representatives, employees or sub -contractors.
Coverage - Coverage shall be at least as broad as the following:
1. Commercial General Liability (CGL) - Insurance Services Office (ISO)
Commercial General Liability Coverage (Occurrence Form CG 00 01) including
products and completed operations, property damage, bodily injury, personal
and advertising injury with limit of at least two million dollars ($2,000,000) per
occurrence or the full per occurrence limits of the policies available, whichever is
greater. If a general aggregate limit applies, either the general aggregate limit
shall apply separately to this project/location (coverage as broad as the ISO CG
25 03, or ISO CG 25 04 endorsement provided to the Agency), or the general
aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability - Insurance Services Office (ISO) Business Auto Coverage
(Form CA 00 01), covering Symbol 1 (any auto) or if Consultant has no owned
autos, Symbol 8 (hired) and 9 (non -owned) with limit of one million dollars
($1,000,000) for bodily injury and property damage each accident.
3. Workers' Compensation Insurance - as required by the State of California,
with Statutory Limits, and Employer's Liability Insurance with limit of no less than
$1,000,000 per accident for bodily injury or disease. Waiver of Subrogation: The
insurer(s) named above agree to waive all rights of subrogation against the
Agency, its elected or appointed officers, officials, agents, authorized volunteers
and employees for losses paid under the terms of this policy which arise from
work performed by the Named Insured for the Agency; but this provision applies
regardless of whether or not the Agency has received a waiver of subrogation
from the insurer.
4. Cyber Liability Insurance (Technology Professional Liability — Errors and
Omissions), with limits not less than $2,000,000 per occurrence or claim, and
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$2,000,000 aggregate or the full per occurrence limits of the policies available,
whichever is greater. Coverage shall be sufficiently broad to respond to the duties
and obligations as is undertaken by Vendor in this Agreement and shall include,
but not be limited to, claims involving infringement of intellectual property,
including but not limited to infringement of copyright, trademark, trade dress,
invasion of privacy violations, information theft, damage to or destruction of
electronic information, release of private information, alteration of electronic
information, extortion and network security. The policy shall provide coverage for
breach response costs as well as regulatory fines and penalties as well as credit
monitoring expenses with limits sufficient to respond to these obligations.
If Claims Made Policies:
1. The Retroactive Date must be shown and must be before the date of the
contract or the beginning of contract work.
2. Insurance must be maintained, and evidence of insurance must be provided for
at least five (5) years after completion of the contract of work.
3. If coverage is canceled or non -renewed, and not replaced with another claims -
made policy form with a Retroactive Date prior to the contract effective date, the
Consultant must purchase "extended reporting" coverage for a minimum of five
(5) years after completion of contract work.
If the Consultant maintains broader coverage and/or higher limits than the minimums
shown above, the Agency requires and shall be entitled to the broader coverage and/or
higher limits maintained by the Consultant. Any available insurance proceeds in excess
of the specified minimum limits of insurance and coverage shall be available to the
Agency.
Other Required Provisions - The general liability policy must contain, or be endorsed
to contain, the following provisions:
1. Additional Insured Status: Zone 7 Water Agency, its directors, officers,
employees, and authorized volunteers are to be given insured status (at least as
broad as ISO Form CG 20 10 10 01), with respect to liability arising out of work
or operations performed by or on behalf of the Consultant including materials,
parts, or equipment furnished in connection with such work or operations.
2. Primary Coverage: For any claims related to this project, the Consultant's
insurance coverage shall be primary at least as broad as ISO CG 20 01 04 13 as
respects to the Zone 7 Water Agency, its directors, officers, employees and
authorized volunteers. Any insurance or self-insurance maintained by the
Member Water Agency its directors, officers, employees and authorized
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volunteers shall be excess of the Consultant's insurance and shall not contribute
with it.
Notice of Cancellation: Each insurance policy required above shall provide that
coverage shall not be canceled, except with notice to the Agency.
Self -Insured Retentions - Self -insured retentions must be declared to and approved
by the Agency. The Agency may require the Consultant to provide proof of ability to pay
losses and related investigations, claim administration, and defense expenses within the
retention. The policy language shall provide, or be endorsed to provide, that the self -
insured retention may be satisfied by either the named insured or the Agency.
Acceptability of Insurers - Insurance is to be placed with insurers having a current
A.M. Best rating of no less than A: VII or as otherwise approved by the Agency.
Verification of Coverage — Consultant shall furnish the Agency with certificates and
amendatory endorsements, or copies of the applicable policy language effecting
coverage required by this clause. All certificates and endorsements are to be received
and approved by the Agency before work commences. However, failure to obtain the
required documents prior to the work beginning shall not waive the Consultant's
obligation to provide them. The Agency reserves the right to require complete, certified
copies of all required insurance policies, including policy Declaration pages and
Endorsement pages.
Sub -contractors - Consultant shall require and verify that all sub -contractors maintain
insurance meeting all the requirements stated herein, and Consultant shall ensure that
Zone 7 Water Agency, its directors, officers, employees, and authorized volunteers are
an additional insured are an additional insured on Commercial General Liability
Coverage.
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Exhibit C — Exceptions / Deviations
List below exceptions and/or deviations, if any, to the RFP and its exhibits and submit with your
proposal.
The District is under no obligation to accept any exceptions and/or deviations and may be used
in the evaluation of proposals.
Item No.
Reference To:
Page No. Paragraph
No.
Description
Bidder Name Bidder Sign Date
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