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HomeMy WebLinkAboutAgenda Report - December 20, 2017 C-10TM CITY OF LODI COUNCIL CONIiMUNICATION AGENDA ITEM C.'' D AGENDA TITLE: Adopt Resolution Authorizing City Manager to Execute Amendment No. 1 to Professional Service Agreement with Advantel Networks for the Support of the City's Phone System and Voicemail Systems (not to exceed $30,200) MEETING DATE: December 20, 2017 PREPARED BY: Information Technology Manager RECOMMENDED ACTION: Adopt Resolution Authorizing City Manager to Execute Amendment No. 1 to Professional Service Agreement with Advantel Networks for the support of the City's phone system and voicemail system in an amount not to exceed $30,200. BACKGROUND INFORMATION: The City currently uses an Avaya phone system for the operations of phone services throughout the City. The voicemail is a system by ESNA, a system different from the phone system. Both systems are maintained and supported by the third party vendor Advantel. Avaya requires the City to enroll in Partner Assurance Support Services (PASS) for access by Avaya technical support in cases that Advantel needs an Avaya factory -trained technician to help with advanced technical issues. In August 7, 2017, the City Manager approved the PSA between Advantel and the City for the annual maintenance and support of the Avaya phone system. This past October, the maintenance and support for the voicemail system expired as well as the Avaya PASS subscription. Staff is looking to consolidate the support contracts by amending the current PSA and include the support contract for the voicemail and PASS subscription. Staff requests an additional $4,000.00 for T & M for software changes to the system that are not covered under the maintenance agreement. These changes include licensing for new users on the phone system, changes to software programming of the voicemail system and technical support outside of normal business hours. Advantel Support/Maintenance $ 14,375.70 ESNA Support/Maintenacne Avaya PASS subscription $ 7,128.66 $ 4,615.52 Time and Material support $ 4,000.00 Total Contract: FISCAL IMPACT: $ 30,199.88 A functioning phone system is critical to City operations. This contract amendment combines two services provided by the same vendor under one contract. The contract is managed by the IT Division, which is approximately 50 percent funded by the General Fund. APPROVED: Stephen Sch er, City Manager FUNDING AVAILABLE: 10095000.72202 Andrew Keys Deputy City Manager Attachments cc: AMENDMENT NO. 1 ADVANTEL NETWORKS Professional Services Agreement THIS AMENDMENT NO. 1 TO AGREEMENT, is made and entered this day of , 2017, by and between the CITY OF LODI, a municipal corporation (hereinafter "CITY"), and Advantel Networks. (hereinafter "CONTRACTOR"). WITNESSETH: 1. WHEREAS, CONTRACTOR and CITY entered into a Professional Services Agreement ("Agreement") on August 7, 2017, as set forth in Exhibit 1 and attached hereto; 2. WHEREAS, CITY requested to amend said Agreement as set forth in Exhibit 2; and 3. WHEREAS, CONTRACTOR agrees to said amendments. NOW, THEREFORE, the parties agree to amend the Agreement and fees as set forth in Exhibit 2. All other terms and conditions of the Agreement remain unchanged. IN WITNESS WHEREOF, CITY and CONTRACTOR have executed this Amendment No. 1 on the date and year first above written. CITY OF LODI, a municipal corporation ADVANTEL NETWORKS STEPHEN SCHWABAUER City Manager Attest: JENNIFER M. FERRAIOLO City Clerk Approved as to Form: JOHN P. FUKASAWA Deputy City Attorney NAME: Nelson Martinez Title: Vice President, Operations Exhibit 1 AGREEMENT FOR PROFESSIONAL SERVICES ARTICLE 1 PARTIES AND PURPOSE Section 1.1 Parties THIS AGREEMENT is entered into on 019,7 , 2011 , by and between the CITY OF LODI, a municipal corporation (hereinafter "CITY"), and Advantel Networks (hereinafter "CONTRACTOR"). Section 1.2 Purpose CITY selected the CONTRACTOR to provide the services required in accordance with attached Scope of Services, Exhibit A, attached and incorporated by this reference. CITY wishes to enter into an agreement with CONTRACTOR for TELEPHONE SYSTEM SUPPORT AND MAINTENANCE (hereinafter "Project") as set forth in the Scope of Services attached here as Exhibit A. CONTRACTOR acknowledges that it is qualified to provide such services to CITY. ARTICLE 2 SCOPE OF SERVICES Section 2.1 Scope of Services CONTRACTOR, for the benefit and at the direction of CITY, shall perform the Scope of Services as set forth in Exhibit A. Section 2.2 Time For Commencement and Completion of Work CONTRACTOR shall commence work pursuant to this Agreement, upon receipt of a written notice to proceed from CITY or on the date set forth in Section 2.6, whichever occurs first, and shall perform all services diligently and complete work under this Agreement based on a mutually agreed upon timeline or as otherwise designated in the Scope of Services. CONTRACTOR shall submit to CITY such reports, diagrams, drawings and other work products as may be designated in the Scope of Services. CONTRACTOR shall not be responsible for delays caused by the failure of CITY staff to provide required data or review documents within the appropriate time frames. The review time by CITY and any other agencies involved in the project shall not be counted against CONTRACTOR's contract performance period. Also, any delays due to 1 weather, vandalism, acts of God, etc., shall not be counted. CONTRACTOR shall remain in contact with reviewing agencies and make all efforts to review and retum all comments. Section 2.3 Meetings CONTRACTOR shall attend meetings as may be set forth in the Scope of Services. Section 2.4 Staffing CONTRACTOR acknowledges that CITY has relied on CONTRACTOR's capabilities and on the qualifications of CONTRACTOR's principals and staff as identified in its proposal to CITY. The Scope of Services shall be performed by CONTRACTOR, unless agreed to otherwise by CITY in writing. CITY shall be notified by CONTRACTOR of any change of Project Manager and CITY is granted the right of approval of all original, additional and replacement personnel at CITY's sole discretion and shall be notified by CONTRACTOR of any changes of CONTRACTOR's project staff prior to any change. CONTRACTOR represents it is prepared to and can perform all services within the Scope of Services (Exhibit A) and is prepared to and can perform all services specified therein. CONTRACTOR represents that it has, or will have at the time this Agreement is executed, all licenses, permits, qualifications, insurance and approvals of whatsoever nature are legally required for CONTRACTOR to practice its profession, and that CONTRACTOR shall, at its own cost and expense, keep in effect during the life of this Agreement all such licenses, permits, qualifications, insurance and approvals, and shall indemnify, defend and hold harmless CITY against any costs associated with such licenses, permits, qualifications, insurance and approvals which may be imposed against CITY under this Agreement. Section 2.5 Subcontracts Unless prior written approval of CITY is obtained, CONTRACTOR shall not enter into any subcontract with any other party for purposes of providing any work or services covered by this Agreement. Section 2.6 Term The term of this Agreement commences on July 1, 2017 and terminates upon the completion of the Scope of Services or on June 30, 2018, whichever occurs first. 2 ARTICLE 3 COMPENSATION Section 3.1 Compensation CONTRACTOR's compensation for all work under this Agreement shall conform to the provisions of the Fee Proposal, attached hereto as Exhibit B and incorporated by this reference. CONTRACTOR shall not undertake any work beyond the scope of this Agreement unless such additional work is approved in advance and in writing by CITY. Section 3.2 Method of Payment CONTRACTOR shall submit invoices for completed work on a monthly basis, or as otherwise agreed, providing, without limitation, details as to amount of hours, individual performing said work, hourly rate, and indicating to what aspect of the Scope of Services said work is attributable. CONTRACTOR's compensation for all work under this Agreement shall not exceed the amount of the Fee Proposal. Section 3.3 Costs The Fee Proposal shall include all reimbursable costs required for the performance of the Scope of Services. Payment of additional reimbursable costs considered to be over and above those inherent in the original Scope of Services shall be approved in advanced and in writing, by CITY. Section 3.4 Auditing CITY reserves the right to periodically audit all charges made by CONTRACTOR to CITY for services under this Agreement. Upon request, CONTRACTOR agrees to fumish CITY, or a designated representative, with necessary information and assistance needed to conduct such an audit. CONTRACTOR agrees that CITY or its delegate will have the right to review, obtain and copy all records pertaining to performance of this Agreement. CONTRACTOR agrees to provide CITY or its delegate with any relevant information requested and shall permit CITY or its delegate access to its premises, upon reasonable notice, during normal business hours for the purpose of interviewing employees and inspecting and copying such books, records, accounts, and other material that may be relevant to a matter under investigation for the purpose of determining compliance with this requirement. CONTRACTOR further agrees to maintain such records for a period of three (3) years after final payment under this Agreement. 3 ARTICLE 4 MISCELLANEOUS PROVISIONS Section 4.1 Nondiscrimination In performing services under this Agreement, CONTRACTOR shall not discriminate in the employment of its employees or in the engagement of any sub CONTRACTOR on the basis of race, color, religion, sex, sexual orientation, marital status, national origin, ancestry, age, or any other criteria prohibited by law. Section 4.2 ADA Compliance In performing services under this Agreement, CONTRACTOR shall comply with the Americans with Disabilities Act (ADA) of 1990, and all amendments thereto, as well as all applicable regulations and guidelines issued pursuant to the ADA. Section 4.3 Indemnification and Responsibility for Damage CONTRACTOR to the fullest extent permitted by law, shall indemnify and hold harmless CITY, its elected and appointed officials, directors, officers, employees and volunteers from and against any claims, damages, losses, and expenses (including reasonable attomey's fees and costs), arising out of performance of the services to be performed under this Agreement, provided that any such claim, damage, Toss, or expense is caused by the negligent acts, errors or omissions of CONTRACTOR, any subcontractor employed directly by CONTRACTOR, anyone directly or indirectly employed by any of them, or anyone for whose acts they may be liable, except those injuries or damages arising out of the active negligence, sole negligence, or sole willful misconduct of the City of Lodi, its elected and appointed officials, directors, officers, employees and volunteers. CITY may, at its election, conduct the defense or participate in the defense of any claim related in any way to this indemnification. If CITY chooses at its own election to conduct its own defense, participate in its own defense, or obtain independent legal counsel in defense of any claim related to this indemnification, CONTRACTOR shall pay all of the costs related thereto, including without limitation reasonable attorney fees and costs. The defense and indemnification obligations required by this Agreement are undertaken in addition to, and shall not in any way be limited by the insurance obligations set forth herein. Section 4.4 No Personal Liability Neither the City Council, nor any other officer or authorized assistant or agent or City employee shall be personally responsible for any liability arising under this Agreement. 4 Section 4.5 Responsibility of CITY CITY shall not be held responsible for the care or protection of any material or parts of the work described in the Scope of Services prior to final acceptance by CITY, except as expressly provided herein. Section 4.6 Insurance Requirements for CONTRACTOR CONTRACTOR shall take out and maintain during the life of this Agreement, insurance coverage as set forth in Exhibit C attached hereto and incorporated by this reference. Section 4.7 Successors and Assigns CITY and CONTRACTOR each bind themselves, their partners, successors, assigns, and legal representatives to this Agreement without the written consent of the others. CONTRACTOR shall not assign or transfer any interest in this Agreement without the prior written consent of CITY. Consent to any such transfer shall be at the sole discretion of CITY. Section 4.8 Notices Any notice required to be given by the terms of this Agreement shall be in wilting signed by an authorized representative of the sender and shall be deemed to have been given when the same is personally served or upon receipt by express or ovemight delivery, postage prepaid, or three (3) days from the time of mailing if sent by first class or certified mail, postage prepaid, addressed to the respective parties as follows: To CITY: City of Lodi 221 West Pine Street P.O. Box 3006 Lodi, CA 95241-1910 Attn: Benjamin Buecher To CONTRACTOR: Advantel Networks 2222 Trade Zone Blvd San Jose, CA 95131 Section 4.9 Cooperation of CITY CITY shall cooperate fully and in a timely manner in providing relevant information it has at its disposal relevant to the Scope of Services. Section 4.10 CONTRACTOR is Not an Employee of CITY CONTRACTOR agrees that in undertaking the duties to be performed under this Agreement, it shall act as an independent contractor for and on behalf of CITY and not an employee of CITY. CITY shall not direct the work and means for accomplishment of 5 the services and work to be performed hereunder. CITY, however, retains the right to require that work performed by CONTRACTOR meet specific standards without regard to the manner and means of accomplishment thereof. Section 4.11 Termination CITY may terminate this Agreement, with or without cause, by giving CONTRACTOR at least ten (10) days written notice. Where phases are anticipated within the Scope of Services, at which an intermediate decision is required conceming whether to proceed further, CITY may terminate at the conclusion of any such phase. Upon termination, CONTRACTOR shall be entitled to payment as set forth in the attached Exhibit B to the extent that the work has been performed. Upon termination, CONTRACTOR shall immediately suspend all work on the Project and deliver any documents or work in progress to CITY. However, CITY shall assume no liability for costs, expenses or lost profits resulting from services not completed or for contracts entered into by CONTRACTOR with third parties in reliance upon this Agreement. Section 4.12 Confidentiality CONTRACTOR agrees to maintain confidentiality of all work and work products produced under this Agreement, except to the extent otherwise required by law or permitted in writing by CITY. CITY agrees to maintain confidentiality of any documents owned by CONTRACTOR and clearly marked by CONTRACTOR as "Confidential" or "Proprietary", except to the extent otherwise required by law or permitted in writing by CONTRACTOR. CONTRACTOR acknowledges that CITY is subject to the California Public Records Act. Section 4.13 Applicable Law, Jurisdiction, Severability, and Attorney's Fees This Agreement shall be governed by the laws of the State of Califomia. Jurisdiction of litigation arising from this Agreement shall be venued with the San Joaquin County Superior Court. If any part of this Agreement is found to conflict with applicable laws, such part shall be inoperative, null, and void insofar as it is in conflict with said laws, but the remainder of this Agreement shall be in force and effect. In the event any dispute between the parties arises under or regarding this Agreement, the prevailing party in any litigation of the dispute shall be entitled to reasonable attomey's fees from the party who does not prevail as determined by the San Joaquin County Superior Court. 6 Section 4.14 City Business License Requirement CONTRACTOR acknowledges that Lodi Municipal Code Section 3.01.020 requires CONTRACTOR to have a city business license and CONTRACTOR agrees to secure such license and pay the appropriate fees prior to performing any work hereunder. Section 4.15 Captions The captions of the sections and subsections of this Agreement are for convenience only and shall not be deemed to be relevant in resolving any question or interpretation or intent hereunder. Section 4.16 Integration and Modification This Agreement represents the entire understanding of CITY and CONTRACTOR as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Agreement may not be modified or altered except in writing, signed by both parties. Section 4.17 Contract Terms Prevail All exhibits and this Agreement are intended to be construed as a single document. Should any inconsistency occur between the specific terms of this Agreement and the attached exhibits, the terms of this Agreement shall prevail. Section 4.18 Severability 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. Section 4.19 Ownership of Documents All documents, photographs, reports, analyses, audits, computer media, or other material documents or data, and working papers, whether or not in final form, which have been obtained or prepared under this Agreement, shall be deemed the property of CITY. Upon CITY's request, CONTRACTOR shall allow CITY to inspect all such documents during CONTRACTOR's regular business hours. Upon termination or completion of services under this Agreement, all information collected, work product and documents shall be delivered by CONTRACTOR to CITY within ten (10) calendar days. CITY agrees to indemnify, defend and hold CONTRACTOR harmless from any liability resulting from CITY's use of such documents for any purpose other than the purpose for which they were intended. Section 4.20 Authority The undersigned hereby represent and warrant that they are authorized by the parties to execute this Agreement. Section 4.21 Federal Transit Funding Conditions ❑ If the box at left is checked, the Federal Transit Funding conditions attached as Exhibit D apply to this Agreement. In the event of a conflict between the terms of this Agreement or any of its other exhibits, and the Federal Transit Funding Conditions, the Federal Transit Funding Conditions will control. IN WITNESS WHEREOF, CITY and CONTRACTOR have executed this Agreement as of the date first above written. ATTEST: •:' A■ A1..4*ill 1 NIFER M. j RRAIOLO Clerk APPROVED AS TO FORM: JANICE D. MAGDICH, City Attorney CITY OF LODI, a municipal corporation City Manager Advanrel Networks By: L DCCUStQDed by: eG44,. M014444.1 Name: Ne1 son Martinez Title: vice President of operations Attachments: Exhibit A — Scope of Services Exhibit B — Fee Proposal Exhibit C — Insurance Requirements Exhibit D — Federal Transit Funding Conditions (if applicable) Funding Source: Doc ID: CA:Rev.01.2015 (Business Unit & Account No.) 8 advanteL networks Exhibit A / B Services Anreemerlt Site: City of Lodi Bill To: City of Lodi — Finance Dept Customer#: Multiple Locations Customer ft: 10640 Address: Address: PO Box 3006 City: Lodi, CA 95240 City: Lodi, Ca 95241-1910 Platform Oe5criptior Software Support Avaya Nortel CS1000 Core and Remote locations along with Nortel BCM locations listed in Appendix A Police department will be handled as 24x7 for Call In repairs, Avaya PASS is not include and will be provided under a separate quote. COVERAGE Type STANDARD ® 8x5 0 24x7 Response for Major Failures ❑ Remote Administration ❑ Telephone Instruments ❑ Voice Mail O ACD ❑ Call Accounting ❑ Facilities (Carrier Coordination/Order/Escalation) ® Remote Monitoring with Automated Notification & Reports" "If the Monitoring box is checked please refer to Appendix 'A' Hardware Coverage: $14,375.70 Term Length: 1 Year Term: 7/1/2017 through 6/30/2018 Current platform is manufacture -discontinued and no longer supported by the manufacturer. Upgrade or replacement is recommended before end of the term above in order to continue captured cost Services Agreement in the future. 0 Internal Use Oniy Coverage Code. 1L6L21 SLA Major Failure: 25% or more of Trunks, Stations or Network Devices out of service, inability to send or receive data, make or receive calls system wide Begin remote diagnostics Based upon 8x5 or 24x7 coverage Within 2 business hours of receiving report of trouble Minor Failure: Intermittent network, telephone or voice mail issues, one or several phones or voice mailboxes oul of service Begin remote diagnostics Based upon 8x5 or 24x7 coverage By end of next business day YOUR SIGNATURE ACKNOWLEDGES THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS ATTACHED TO THIS AGREEMENT AND THESE TERMS AND CONDITIONS APPLY TO THIS ORDER AND ANY SUBSEQUENT ORDERS ACCEPTED BY ADVANTELIM NETWORKS. THESE TERMS AND CONDITIONS, THIS SERVICES AGREEMENT AND ITS ATTACHMENTS CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE PRODUCTS AND SERVICES PROVIDED HEREUNDER AND SUPERSEDES ALL PRIOR AGREEMENTS, PROPOSALS, COMMUNICATIONS AND UNDERSTANDING BETWEEN THE PARTIES, WHETHER WRITTEN OR ORAL.. YOUR SIGNATURE ALSO AUTHORIZES ADVANTELTM NETWORKS TO REQUEST CREDIT INFORMATION FROM ANY CREDIT REPORTING AGENCY OR SOURCE Authorized Customer Sig nature above Authorized AdvantelTM Networks Signature NELSON MARTINEZ, VICE PRESIDENT, OPERATIONS Printed Name and Title above Printed Name and Title Date (must be signed within 30 days from proposal date) Proposed Date 5117/2017 (ds) Company Name above AWantel "' Networks an' you, iha Cualorzer, agree that the following terms and Condificns will govern post•warranly service ('SeMce'j for those produas fProUrx;IS I described in this Services Agreement 1, CONTRACT PERIOD - This Agreement shall be effective from the date of AdvantelTM Networks written acceptance by signature herein and payment received by AdvantelTM Networks until terminated as set forth in Section 6 of this Agreement If applicable, post -warranty service will commence on the expiration of the applicable AdvantelTM Networks warranty period and will be provided for a one-year initial term as specified in this Agreement. Post -warranty service shall be automatically renewed for successive one year periods at the charges and under the terms and conditions applloade to AdvantelTM Networks standard one year Services Agreement 032514KC 1 advanteL networks APPENDIX 'A' 'Best Efforts" Statement - In the event that the hardware or software is no longer supported by the manufact s er, or coverage is refused, Advents! will exercise "beat efforts" to acquire remanufactured, or refurbished parts as per term8 and Conditions, however if a system cannot be restored due to lack of parts or availability of software in the market, Advanta! vnl! vol replace the system with a 'neer system under this agreement. In the event we are unable to restore any system in a reasonable amount of time after exercising cur best efforts, we will notify the customer that we have ceased warklroq on the system and that a new system or upgrade purchase is required to bring it to manufacturer specification in order to purchase support. Advantel Networks will not cover any location and/or equipment under this Agreement unless It is speelfled below, For Monitoring — If modem# or IP Address of monitored device(s) below is changed after initial set-up and Customer does not notify FALEagarnielgera AdvanteI Networks assumes no liability should alarms fail to reach our monitoring application Further, each LSP or ESS that is not a standalone device, must be included under Contract Devices to support below, as well as, Contract Devices to Monitor. Advantel Customer Account # Location Name Contract Devices to Support Contract Devices to Monitor Amount to Bill 10641 Civic Center / City Hall CS1000M Core 0 CS1000 $11,855.70 10642 MSC Municipal Service Center CS1000E Core 1 Included in above 104825 WSWPCF Nortel BCM 50/SRG $1,260.00 1004264 Surface Water Treatment Nortel BCM 50/SRG $1,260.00 032614KC 2. EXHIBIT C lneurance Requirements for Contractor The Contractor shall take out and maintain during the life of this Agreement, insurance coverage as listed below. These insurance policies shall protect Contractor and any subcontractor performing work covered by this Agreement from claims for damages for personal injury, including acddental death, as well as from claims for property damages, which may arise from Contractor's operations under this Agreement, whether such operations be by Contractor, or by any subcontractor, or by anyone directly or indirectly employed by either of them, and the amount of such insurance shall be as follows: 1. COMPREHENSIVE GENERAL LIABILITY $6,000,000 Each Occurrence $7,000,000 General Aggregate 2. COMPREHENSIVE AUTOMOBILE LIABILITY $1,000,000 Combined Single Limit Such insurance shall cover liability arising out of any vehicle (including, owned, hired and non -hired vehicles) operated in performing any and all services pursuant to this Agreement. Coverage shall be written on ISO form CA 00 01 12 90, or a later version, that provides liability coverage at least as broad as this farm. 1 ERRORS AND OMISSIONS / TECHNOLOGY $3,000,000 Per Claim Covering all acts, errors, omissions, negligence, network security and privacy risks, including but not limited to unauthorized access, failure of security, breach of privacy perils, wrongful disclosure, collection, or other negligence In the handling of confidential information, privacy perils, and including coverage for related regulatory defense and penalties; data breach expenses, and payable whether incurred by City of Lodi or Contractor, including but not limited to consumer notification, whether or not required by law, computer forensic investigations, public relations and crisis management firm fees, credit file or identity monitoring or remediation services in the performance of services for, or on behalf of, City of Lodi. Such insurance shall be maintained in force at all limes during the term of the agreement and provide an Extended Reporting Period (ERP) for a period of one year thereafter, for services completed during the term of the agreement. All limits are to be designated strictly for the City of Lodi, its elected and appointed boards, commissions, officers, agents, employees. and volunteers. All deductibles or self-insured retentions (SIR) must be disclosed to City's Risk Manager far approval and shall not reduce the limits of liability set forth hereinabove. Insurance policies conlaining any deductible or SIR provision shall provide, or be endorsed to provide, that the deductible or SIR may be satisfied by either the Named Insured(s) or the City of Lodi. It is required that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits set forth above, shall be available to City as an additional insured. Furthermore, the requirements for coverage and limits shall be (I) the minimum coverage and limits specified in these insurance requirements; or (II) the broader coverage and maximum limits of coverage of any insurance pollcy or proceeds available to the Contractor, whichever Is greater. Contractor agrees and stipulates that any insurance coverage provided to the City of Lodi shall provide for a claims period following termination of coverage which is at least consistent with the claims period or statutes of limitations found in the California Tort Claims Act (California Government Cade Section 810 et seq.). A copy of the certificate(s) of insurance with the following endorsements shall be furnished to the City: (a) Additional Named Insured Endorsement Pursuant to a separate endorsement (ISO form CG 2010 (11/85) or a later version, that provides liability coverage at least as broad as this form) such insurance as is afforded by this policy shall also apply to the City of Lodi, its elected and appointed boards, commissions, officers, agents, employees, and volunteers as additional named insureds. An additional named insured endorsement is also required for Auto Liability. (b) Primary and Non -Contributory Insurance Endorsement Additional insurance coverage under the Contractors policy shall be "primary and non-contributory" and will not seek contribution from City's insurance or self-insurance and shall be at least as broad as ISO form CG 20 01 0413. NOTE: (1) The street address of the CITY OF LODI must be shown along with (a) and (b) above: 221 West Pine Street, Lodi, California, 95240; (2) The insurance certificate must state, on its face or as an endorsement, a description of the project that it is insuring. Page 1 1 of 2 pages 1 Risk: rev.03.2016 Insurance Requirements for Contractor (continued) (c) Waiver of Subrogation Include a waiver of subrogation against the City of Lodi, its elected and appointed boards, commissions, officers, agents, employees, and volunteers. A waiver is required for General Liability and Auto Liability. (d) Limits of Coverage The limits of insurance coverage required may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance of Contractor 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 City before the City's own insurance or self-insurance shall be called upon to protect the City as a named insured. (e) Completed operations Endorsement For three years after completion of project, a certificate of insurance with a Completed Operations Endorsement, CG 20 37 07 04, will be provided to the City of Lodi. (f) (9) Severability of Interest Clause The term "insured" is used severally and not collectively, but the Inclusion herein of more than one insured shall not operate to increase the limit of the company's liability. Notice of Cancellation or Change in Caveraue Endorsement This policy may not be canceled nor the coverage reduced by the company without 30 days' prior written notice of such cancellation or reduction in coverage to the Risk Manager, City of Lodi, 221 West Pine St., Lodi, CA 95240. (h) Continuity of Coveraga All policies shall be in effect on or before the first day of the Term of this Agreement. At least thirty (30) days prior to the expiration of each insurance policy, Contractor shall furnish a certificate(s) showing that a new or extended policy has been obtained which meets the minimum requirements of this Agreement. Contractor shall provide proof of continuing insurance on at least an annual basis during the Term. If Contractor's insurance lapses or is discontinued for any reason, Contractor shall immediately notify the City and immediately obtain replacement insurance. (1) Failure to Comply If Contractor fails or refuses to obtain and maintain the required insurance, or fails to provide proof of coverage, the City may obtain the insurance. Contractor shall reimburse the City for premiums paid, with interest on the premium paid by the City at the maximum allowable legal rate then In effect In California. The City shall notify Contractor of such payment of premiums within thirty (30) days of payment stating the amount paid, the names) of the insurer(s), and rate of interest. Contractor shall pay such reimbursement and interest on the first (1') day of the month following the City's notice. Notwithstanding any other provision of this Agreement, if Contractor fails or refuses to obtain or maintain insurance as required by this agreement, or fails to provide proof of insurance, the City may terminate this Agreement upon such breach. Upon such termination, Contractor shall immediately cease use of the Site or facilities and commence and diligently pursue the removal of any and all of its personal property from the site or fadlities. Q) Qualified Insurerls) All insurance required by the terms of this Agreement must be provided by insurers licensed to do business in the State of Califomia which are rated at least "A-, VI" by the AM Best Ratings Guide, and which are acceptable to the City. Non -admitted surplus lines carriers may be accepted provided They are included on the moat recent list of California eligible surplus lines insurers (LESLI list) and otherwise meet City requirements. Workers Compensation Insurance The Contractor shall take out and maintain during the life of this Agreement, Worker's Compensation Insurance for all of Contractor's employees employed at the site of the project and, if any work is sublet. Contractor shall require the subcontractor similarly to provide Worker's Compensation Insurance for all of the latter's employees unless such employees are covered by the protection afforded by the Contractor. In case any lass of employees engaged in hazardous work under this Agreement at the site of the project is not protected under the Worker's Compensation Statute, the Contractor shall provide and shall cause each subcontractor to provide insurance for the protection of said employees. A waiver of subrogation is required for workers compensation insurance. This policy may not be canceled nor the coverage reduced without 30 days' prior written notice of such cancellation or reduction in coverage to the Risk Manager, City of Lodi, 221 West Pine St., Lodi, CA 95240. NOTE: The City reserves the right to obtain a full certified copy of any Insurance policy or endorsements required. Failure to exercise this right shall not constitute a waiver of the City's right to exercise after the affective date. Page 21 of 2 pages Risk: rev.03.2016 RESOLUTION NO. 2017-226 A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING THE CITY MANAGER TO EXECUTE AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT WITH ADVANTEL NETWORKS FOR RENEWAL OF SOFTWARE LICENSING AND SUPPORT WHEREAS, on August 7, 2017, the City Council authorized a Professional Services Agreement with Advantel Networks in the amount of $14,375.70 to provide oversight and support services for the City-wide telephone system; and WHEREAS, staff recommends authorizing the City Manager to execute Amendment No. 1 to the Professional Services Agreement with Advantel Networks, of San Jose, for renewal of software licensing and support in the amount of $11,744.18 for a combined amount of $26,119.88; and WHEREAS, staff recommends authorizing the City Manager to allocate additional funding for time and material support for software changes to the system that are not covered under the maintenance agreement in the amount of $4,000 for a combined total not to exceed amount of $30,200. NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby authorize the City Manager to execute Amendment No. 1 to the Professional Services Agreement with Advantel Networks, of San Jose, for renewal of software licensing and support in an amount not to exceed $11,744.18; and BE IT FURTHER RESOLVED that the City Council hereby authorizes the City Manager to allocate additional funding in the amount of $4,000 for time and material support for software changes to the system that are not covered under the maintenance agreement, for total contract amount of $30,200. Date: December 20, 2017 hereby certify that Resolution No. 2017-226 was passed and adopted by the Lodi City Council in a regular meeting held December 20, 2017, by the following vote: AYES: COUNCIL MEMBERS — Chandler, Johnson, Kuehne, and Mounce NOES: COUNCIL MEMBERS — None ABSENT: COUNCIL MEMBERS — Mayor Nakanishi ABSTAIN: COUNCIL MEMBERS — None 2017-226 NNIFE M. FERRAIOLO ity Clerk