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HomeMy WebLinkAboutResolution No. 04-54 RESOLUTION NO. 04-~' A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, APPROVING AND RATIFYING THE TERMS AND CONDITIONS OF A PROFESSIONAL SERVICES CONTRACT ENTERED INTO BY AND BETWEEN THE CITY OF THE COLONY AND RJ SOLUTIONS FOR INFORMATION TECHNOLOGIES SERVICES, WHICH IS ATTACHED HERETO AND INCORPORATED HEREIN AS EXHIBIT "A"; AUTHORIZING THE CITY MANAGER TO EXECUTE THE CONTRACT; AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City desires to contract with consulting firm to assist in the daily operations of the City's Information Technologies Department; and WHEREAS, the consulting firm will provide onsite database administration, network support and application support and provide recommendations on improving processes and procedures in the Information Technologies Department to enhance efficiencies and staff productivities; and WHEREAS, the City has entered into an Agreement with RJ Solutions to provide said services; and WHEREAS, the City has determined that it is in the best interest of the City to enter into the Contract with RJ Solutions which is attached hereto and incorporated herein by reference as Exhibit "A," for the purpose of providing information technologies services under the terms and conditions provided therein. THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS THAT: Section 1. The Professional Services Contract, which is attached and incorporated hereto as Exhibit "A", having been reviewed by the City Council of the City of The Colony, Texas, and found to be acceptable and in the best interest of the City and its citizens, be, and the same is hereby, in all things approved and ratified, and the City Manager is hereby authorized to execute the Agreement on behalf of the City of Thc Colony, Texas. Section 2. That this Resolution shall take effect immediately from and after its adoption and it is so resolved. PASSED, APPROVED and EFFECTIVE this t/~c~/~ day of .~;~, 2004. ' of The Colony, Texas 63918 Letter of Engagement RI Solutions, a limited liability Company, is pleased to offer the City of The Colony, Texas ("Client") this engagement for work and deliverables on the terms set forth herein. If the terms of this engagement are acceptable to you, please sign this ("Agreement") in the space provided below and return it to my attention at the address set forth below. This offer will expire without any further action if this agreement is not signed by all parties involved and received, unaltered, by July 15, 2004. Scope of Work: Based on our joint discussions the "scope of work" that RJ Solutions will undertake is described as follows. · Work to maintain the current environment in the most efficient manner · Assist, astablish and maintain Exchange 5.5 and migrate to 03 · Provide Hardware assistance and support for the Network devices · Provide recommendations on backup strategies · Provide recommendations for Server consolidation. · Provide traditional recommendations on Network Security · Provide recommendation for improvement in the City's traditional IT functions · Assist the City fi.om a technical level in it's interviewing process for an IT Manager Current Environment is summarized as follows: Window 2000, Exchange 5.5, SQL Servers, Encode, Cisco routers, 30 Servers, 220 workstations, 6 domains, deeenUalized file backup, DSL, VPN, and Netscrcen Firewalk This agreement contains the entire understanding of the parties hereto for the engagement outlined in the "Scope of Work' section described in the proposal. This Agreement supersedes any other terms, implicit or explicit, or any terms on Client purchase documents. Client Responsibilities: Client will provide a designated representative to be responsible for making decisions on behalf of Client for business issues related to this engagement. Client shall be responsible for providing a reasonable work area for all work done on-site including any equipment or software that may be needed during the course of the engagement. Payment for Servicos: The Traditional Network Support base in the current environment will be performed on a weekly fee bases. Total number of hours on site for all consultants per week is 48 hours for a total billing amount of $2800. per week. The fee structure for any one consultant that works more than 40 hours in one week will be billed at a rate of $70 per hour or factions of increments of 15 minutes. Each week a PO Solutions representative will provide the Client's designated representative (Rebecca Koo) with a Consulting Delivery Notice, which sets forth work performed, and/or materials delivered for the prior week. Client shall pay for any out of pocket expenses related to the above "scope of work", including without limitation, any travel and lodging associated with this engagement to locations other than to the City of The Coluny. Any expenditure for travel will be approved by Client's designated representative prior to travel occurring. Travel and lodging will be invoiced as a separate line item monthly. Client will receive a weekly invoice for services rendered during that billing period.. Termination of this Agreement: Client may terminate this Agreement at any time prior to the conclusion of the engagement by providing 15 days written notice to PO Solutions at its office in Richardson, Texas. Client is responsible for all outstanding balances and all work performed prior to the conclusion of the 15-day notice period. 214-883-3818 Main Richardson TX 2534234)739 Fax Data Rights: Data rights for deliverables produced during this engagement (Requirements Documents, Design Documents, and Software) are the property of Client. RJ Solutions however, shall remain the owner of all rights and titles related directly or indirectly to the approaches, methodology and procedures employed. Ali notes, working documents, and other supporting material developed during the course of the engagement remains the property of RJ Solutions. Client agrees that methodology and tools that are utilized by RJ Solutions are the property of RJ Solutions Term of Agreement: This engagement shall terminate with the completion of the work identified in the "Scope", Breach and Default: lfthe Client fails to perform any of its obligations under this Agreement, and any such failure to perform continues uncured for 5 days after being notified by ILl Solutions, the Client shall be in default hereunder. Upon the client's default, RI Solutions options may suspend services or terminate this Agreement. IF any action is brought under this Agreement or enncorning matters related to it, PO Solutions shall recover reasonable attorneys' fees. If PO Solutions materially breaches this Agreement and does not cure such breach within 10 days at, er written notice from Client, the client may terminate this Agreement. If the Client prevails any action brought under this Agreement the Client shall recover reasonable attorneys' fees. Confidentiality: RI Solutions acknowledges that the information concerning Clients' data and financial information is the sole property of Client and RI Solutions agrees to take all such reasonable measures as may be necessary to protect the ennfidentiality of such information. Limitation of Remedy: RI Solutions entire liability and the Client's exclusive remedy for damages fi.om services performed or deliverables supplied pursuant to this Agreement fi.om any cause whatsoever, and regardless of the form of actinn, whether in contract or in tort, including negligence, shall be limited to an amount equal to the total amounts paid by the Client to RI Solutions under this Agreement. /n no event will PO Solutions be liable for any lost profits, lost savings, incidental damages or other consequential damages, even if RI Solutions has been advised of the possibility of such damages. RI Solutions will not be liable for any claim by the Client based on a claim made against the Client by any third party. RI Solutions shall not be liable for any damages to non-RI Solutions products connected to the Client's equipment unless such damage is caused directly by RI Solutions gross negligence and even then, RI Solutions liability shall be limited as provided in this Section. Neither party shall be responsible for the failure to fulfill its obligations under this Agreement due to acts of God, acts of nature, strikes, walkouts, problems with communications or equipment or other causes beyond a party's control. Disclaimer of Warranties: EXCEPT AS EXPRESSLY SET FORTH HEREIN, THERE ARE NO OTHER WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. General: Client may not assign or transfer its rights nor delegate its obligations under this Agreement without the prior written consent of Ri Solutions, which consent shall not be unreasonably withheld. A merger or other business combination of which customer is not the surviving entity shall be deemed an assignment for purposes of this paragraph. This Agreement can only be modified by a written Agreement, referencing this Agreement, duly signed by persons authorized to sign agreements on behalf of the Client and of RI Solutions. Any variance from or addition to the terms and conditions of this Agreement in any present or future order or other written notification from the Client will be of no effect unless agreed to in writing signed by an authorized representative of Ri Solutions. This Agreement may be executed in any number of multiple counterparts, each of which shall be deemed an original, but all of which can be considered together as one Agreement. In making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart. 214-g83-3818 Main Ric, har~son TX 253-423-0739 F~ If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and the parties further agree to substitute for any invalid provision a valid provision that most closely approximates the economic effect and intent of the invalid provision. Failure or delay on the part of either party to exercise any right, power, privilege, or remedy herein shall not censtitute a waiver thereof either then or on any future occasion. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED UNDER THE LAWS OF THE STATE OF TEXAS AND IS PERFORMABLE IN DALLAS COUNTY, TEXAS. No action, regardless of form, arising out of this Agreement may be brought by either party more than two years aider the cause of action has arisen, or, in case of non-payment, more than one year from the date last payment was due. Notices: All notices and other communications which are required or permitted hereunder, other than requests for service pursuant to the Agreement, shall be in writing and shall be deemed to have been duly given when delivered personally, when sent, first class registered or certified mail, return receipt requested postage prepaid, when sent by a nationally known overnight delivery service, or when sent by telephone facsimile confirmed by overnight delivery service, to the parties at the addresses or facsimile numbers indicated following the parties' signatures to this Agreement (or at such other address as shall be specified by notice). RJ SOLUTIONS RJ Solutions P. O. Box 850175 Richardson, TX 75085-0175 214-704-4970 AGREED AND ACCEPTED AS OF THE /~AY OF ~ ~ ,2004 CLIENT: 214-883 -3818 Main Richardson TX 253 423-0739 Fax