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6 AGREEMENT TO PROVIDE
INFORMATION TECHNOLOGY SERVICES
This Agreement is made and entered into as of the 3 rd day of June, 2024 by and between the San Mateo Consolidated Fire Department, hereinafter referred to as "CLIENT", and the City of Foster City, a Municipal Corporation, hereinafter referred to as "CITY ". CLIENT and CITY shall be referred to hereinafter as the “PARTIES.”
RECITALS
This Agreement is entered into with reference to the following facts and circumstances:
A. That CLIENT has the need to secure information technology services; and B. That CITY is experienced and qualified to perform the consulting services desired by the CLIENT and is willing to perform such services; and C. That CLIENT has elected to engage the services of CITY upon the terms and conditions as hereinafter set forth; and
D. On June 20, 2023, CLIENT and CITY entered into an agreement for which CITY provided information technology services to CLIENT. The PARTIES intend to supersede and replace the June 20, 2023 service agreement with the terms set forth herein.
AGREEMENT
1. Services. The services to be performed by CITY under this Agreement shall include those services set forth in Appendix A, which is, by this reference, incorporated herein and made a part hereof as though it were fully set forth herein.
Performance of the work specified in said Appendix A is hereby made an obligation of CITY under this Agreement, subject to CLIENT’s obligations set forth in Appendix A. Any changes to the Agreement shall be made only upon the mutual written agreement of the Parties.
2. Term; Termination. (a) The term of this Agreement shall commence upon the date hereinabove written and continue for a period of twelve (12) months. At the end of each twelve (12) month period, the Agreement shall automatically renew for an additional twelve (12) month period, provided neither party terminates the Agreement as specified herein.
(b) Neither Party shall be authorized to terminate this Agreement within the first six (6) months after execution. Thereafter, either Party may terminate this Agreement without cause by giving written notice not less than thirty (30) days prior to the effective date of termination, which date shall be included in said notice.
In the event of such termination, CLIENT shall compensate CITY for out-of-scope services, as defined in Appendix A, rendered to the date of termination. If CLIENT 8 9
6 terminates the Agreement, there shall be no refund of the yearly fees. Nothing herein contained shall be deemed a limitation upon the right of either party to terminate this Agreement for cause, or otherwise to exercise such rights or pursue such remedies as may accrue hereunder.
3. Compensation; Expenses; Payment. CITY shall provide information technology services to CLIENT pursuant to the following fee:
A. Annual Fee
1. Thirty Five Thousand One Hundred and One Dollars ($35,101) for System Administration, Maintenance and Support, as defined in Appendix A, for each subsequent year of contract renewal. The System Administration, Maintenance and Support Fee shall be due on July 1 of each year.
2. In all subsequent years, provided CLIENT does not terminate the Agreement, the yearly System Administration, Maintenance and Support Fee may be adjusted by the CITY. Any adjustment to the System Administration, Maintenance and Support Fee will take effect on July 1, and requires notice to CLIENT on or before June 1 of the year in which the adjustment will take effect.
B. CLIENT shall promptly review invoicing and notify CITY of any objection thereto in writing within ten (10) business days of receipt of the invoice, and absent such objection, the invoice shall be deemed proper and acceptable, and shall be due thirty (30) days after billing. Absent such objection, unpaid fees shall bear interest from the date due at the maximum rate then allowable by law.
4. Records. CITY shall keep and maintain accurate records of all time expended and costs and expenses incurred relating to services to be performed by CITY hereunder. Said records shall be available to CLIENT for review and copying during regular business hours at CITY’s place of business or as otherwise agreed upon by the Parties.
5. Authorization. This Agreement becomes effective when endorsed by both Parties in the space provided below.
6. Reliance on Professional Skill of CITY. CITY represents that it has the necessary professional skills to perform the services required and the CLIENT shall rely on such skills of the CITY to do and perform the work. In performing services hereunder CITY shall adhere to the standards generally prevailing for the performance of expert consulting services similar to those to be performed by CITY hereunder.
7. Relationship of Parties. It is understood that the relationship of CITY to the CLIENT is that of an independent contractor and all persons working for or under the direction of CITY are its agents or employees and not agents or employees of the CLIENT.
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6 8. Defaults/Remedies. The occurrence of any one or more of the following events shall constitute a material default or breach of this Agreement by CLIENT:
A. Failure by the CLIENT to make any payment of fees required under this Agreement where such failure shall continue for a period of fifteen (15) business days after written notice by CITY.
B. Violation of any of the terms of Content Agreements as listed in Appendix A to this Agreement.
In the event of a material default or breach by CLIENT, the CITY may, without limiting the CITY’s rights or remedies, terminate information technology services to CLIENT and all other services provided herein.
9. Indemnity. CLIENT hereby agrees to defend, indemnify, and save harmless CITY, its Council, boards, commissions, officers, employees and agents, from and against any and all claims, suits, actions, liability, loss, damage, expense, cost (including, without limitation, costs and fees of litigation) of every nature, kind or description, which may be brought against, or suffered or sustained by, CITY, its Council, boards, commissions, officers, employees or agents caused by, or alleged to have been caused by, negligence, intentional tortious act or omission, or willful misconduct of CLIENT, its officers, employees or agents in the performance of any services or work pursuant to this Agreement.
CITY hereby agrees to defend, indemnify, and save harmless CLIENT, its Council, boards, commissions, officers, employees and agents, from and against any and all claims, suits, actions, liability, loss, damage, expense, cost (including, without limitation, costs and fees of litigation) of every nature, kind or description, which may be brought against, or suffered or sustained by, CLIENT, its Council, boards, commissions, officers, employees or agents caused by, or alleged to have been caused by, negligence, intentional tortious act or omission, or willful misconduct of CITY, its officers, employees or agents in the performance of any services or work pursuant to this Agreement.
10. Notice. All notices required by this Agreement shall be given to the CITY and CLIENT in writing, by first class mail, postage prepaid, addressed as follows:
CITY: City of Foster City
610 Foster City Boulevard
Foster City, CA 94404-2299
Attention: IT Manager
CLIENT: San Mateo Consolidated Fire Department
1040 East Hillsdale Blvd
Foster City CA 94404
11. Non-Assignment. This Agreement is not assignable either in whole or in part. 8 9
6 12. Amendments. This Agreement may be amended or modified only by written agreement signed by both Parties.
13. Validity. 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.
14. Governing Law. This Agreement shall be governed by the laws of the State of California and any suit or action initiated by either party shall be brought in the County of San Mateo, California. In the event of litigation between the Parties hereto to enforce any provision of the Agreement, the unsuccessful party will pay the reasonable attorney’s fees and expenses of litigation of the successful party.
15. Mediation. Should any dispute arise out of this Agreement, the Parties shall first meet in mediation and attempt to reach a resolution with the assistance of a mutually acceptable mediator. Neither party shall be permitted to file legal action without first meeting at least once in mediation and making a good faith attempt to reach a mediated resolution. The costs of the mediator, if any, shall be paid equally by the Parties. If a mediated settlement is reached neither party shall be deemed the prevailing party for purposes of the settlement, and each party shall bear its own legal costs.
16. Entire Agreement. This Agreement, including its Appendix A and Appendix B, comprises the entire Agreement between the PARTIES.
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6 IN WITNESS WHEREOF, the PARTIES hereto have caused this Agreement to be executed on the date first above written by their respective officers duly authorized in that behalf.
CITY
A Municipal Corporation
Dated: _______________ __________________________________________ Stefan Chatwin, City Manager
ATTEST:
Dated: _______________ __________________________________________ Priscilla Schaus, City Clerk
Approved as to Form:
Dated: _______________ __________________________________________ Benjamin Stock, City Attorney
CLIENT: San Mateo Consolidated Fire Department
Dated: __________________________________________________________ Kent Thrasher, Fire Chief
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6 Appendix A
SUPPORT
CITY shall support CLIENT desktops, laptops, tablets, servers, network switches, internet circuits, SD-WAN equipment, telephones, printers, copiers, Office 365, Eden, and other business-related software.
SERVICES
CITY shall assist CLIENT in creation and/or maintenance of IT policies, IT budgeting, IT strategic planning, and IT procurement.
HOURS
CITY staff are available 8-5 Business Days, observing CITY holidays. For off hours work, CITY shall make best efforts to provide services.
SLA
For emergencies, CITY staff will call back and/or reply via email within 30 minutes. For non- emergencies, CITY staff will do its best to reply within 1 business day.
SERVER HOSTING
CITY shall provide hosting for 6 virtual servers (AlwaysOnScene and Telestaff) as well as rack space and power for CLIENT’s single hardware server.
NINJAONE RMM SOFTWARE
NinjaOne RMM Software is purchased by CITY for both CITY and CLIENT in order for administrators to use a single login to support both organizations. CLIENT reimburses CITY for their portion of the invoice.
DATA CIRCUIT USAGE
CLIENT will be provided access to a portion of the CITY’s data circuit that connects City Hall to the Corporation Yard in order to connect CLIENT’s Training classroom to their Administrative offices. Traffic shaping will cap usage at 50Mbps.
OUT OF SCOPE SERVICES
Any other services (such as larger projects, etc.) are out of the scope of this agreement and would need to be negotiated on a time and materials basis.
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6 Appendix B
PAYMENT SCHEDULES
In consideration for the full performance of the services set forth in Exhibit A, CLIENT agrees to pay CITY a fee in an amount of $ 35,101 annually. CITY will invoice CLIENT the annual fee amount on or about July 1. Payment will be due within 30 days of the invoice date.