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HomeMy WebLinkAboutAgenda Report - July 21, 2021 C-15AGENDA ITEM CMo / 15 CITY OF LODI COUNCIL COMMUNICATION TM AGENDA TITLE: Adopt Resolution Authorizing City Manager to Execute Professional Service Agreement with Quest Media and Supplies Inc., for Network Consulting and Cyber Infrastructure Support ($95,000) MEETING DATE: July 21, 2021 PREPARED BY: Information Technology Manager RECOMMENDED ACTION Adopt Resolution Authorizing City Manager to Execute Professional Service Agreement with Quest Media and Supplies. Inc., for Network Consulting and Cyber Infrastructure Support in the amount of $95,000 BACKGROUND INFORMATION: The City's cyber infrastructure has varying network maintenance and repair needs due to different types of facilities and complexity of technology. An on-call agreement allows staff to obtain timely repair services as needed. Quest has advanced expertise in cyber - infrastructure design and security, in support of the City's existing network administrator and technicians. Quest Technology is a reputable company that has worked with the City on several projects including video surveillance and Wi-Fi deployment. Quest has unique knowledge of the City's network infrastructure from working projects with the City's I.T. department. Staff recommends authorizing City Manager to execute Professional Services Agreement with Quest Media and Supplies Inc., for City wide network consulting and maintenance in the amount of $90,000, over the entire three-year term. An initial payment of $5,000 at the start of the contract is required for retainer of Quest services. The cost of the professional services identified is for $30,000 a year, not to exceed $90,000 over the three year contract. FISCAL IMPACT: Funding to be paid from the Information Technology annual budget (10020400.72450) or distributed to the division operating account dependent on the project or type of repair. Technical support provided by Quest in connection with the services provided under this agreement shall be billed by Quest on a time and material basis pursuant to the rate schedule with the letter of engagement. FUNDING AVAILABLE: Funding is budgeted in the operating account of Information Technology or in the operating accounts associated with the location of the project or repair. Andrew Keys, Deputy City Manager APPROVED: Sties r�IJ, ::,n:isi!4r,MT) Stephen Schwabauer, City Manager Q\,\ I est @ TECHNOLOGY MANAGEMENT Letter of Engagement Consulting Services Presented to: City of Lodi Submitted: July 12, 2021 IQ L TENNOLOGP MANAGEMENT City of Lodi Letter of Engagement Engineer Consulting TABLE OF CONTENTS OVERVIEW......................................................................................................................................3 1 SERVICE REQUESTED.............................................................................................................. 3 2 PRICING....................................................................................................................................3 3 PAYMENT TERMS.................................................................................................................... 4 4 DESCRIPTION OF SERVICES.................................................................................................... 4 5 TRAVEL EXPENSE.................................................................................................................... 5 6 INDEMNIFICATION................................................................................................................... 6 7 CONFIDENTIALITY.................................................................................................................. 7 8 HIRING FEE.............................................................................................................................. 8 9 INDEPENDENT CONTRACTOR STATUS................................................................................... 8 10 LIMITATION OF LIABILITY.................................................................................................. 8 11 GENERAL PROVISIONS........................................................................................................ 8 12 INSURANCE....................................................................................................................... 9 13 ACCEPTANCE....................................................................................................................... 9 ATTACHMENT A — RATE SCHEDULE...................................................................................................... 11 ATTACHMENT B — INSURANCE REQUIREMENTS....................................................................................... 13 7/12/21 Quest © 2021 Quest', W, and How can we help?"' are registered trademarks of Page 2 Quest Media & Supplies, Inc All Rights Reserved. CONFIDENTIAL e t TECHNOLOGY MANAGEMENT City of Lodi Letter of Engagement Engineer Consulting OVERVIEW Quest Technology Management (Quest) is pleased to provide this Letter of Engagement (LOE) to City of Lodi (Client). This LOE sets forth Quest's agreement to provide consulting services, as further set forth below. 1 SERVICE REQUESTED Quest will supply Client with the services (consulting services) of one or more consultants (each a "consultant"). The consultant will perform assignments determined by Client management and consistent with the terms of this LOE. As Quest is not providing deliverables for this engagement, Client is responsible to keep engineer on task and manage the project and hours appropriately in order to achieve the goals outlined herein. 1.1. Consulting services for Quest to assist Client with: ■ Engineering and Cabling Consulting as requested, per the customer direction. 2 PRICING Client shall pay for the consulting services under this LOE based on the hourly rate for the consulting services selected by Client. Client shall submit a purchase order to Quest requesting and authorizing the consulting services set forth in this LOE. The consulting services provided shall be billed against and will not exceed the amount set forth in Client's purchase order unless agreed to in writing by Quest and Client. Rates for services performed outside of those specifically described in this document are outlined in Attachment A. In addition, Client shall reimburse Quest for all reasonable and documented fees, disbursements, and out- of-pocket expenses (collectively, "expenses"), incurred by the consultant directly in connection with the consulting services to be performed under this LOE, provided that any expense in excess of $200.00 shall require the prior written consent of Client. Quest and the consultant shall use reasonable efforts to minimize expenses. 7/12/21 Quest © 2021. Quest, W, and How can we help?"' are registered trademarks of Page 3 Quest Media & Supplies, Inc. All Rights Reserved. CONFIDENTIAL Quest, TECHNOLOGY MANAGEMENT City of Lodi Letter of Engagement Engineer Consulting The hourly rate for the consulting services and the allowance for anticipated expenses is as follows: Category/Description Hourly Rate Please Reference Rate Schedule in Attachment A See Attachment A Expenses Actual 3 PAYMENT TERMS • Quest requires a signed LOE prior to the scheduling of the project. • Client will be billed a minimum of one (1) hour for remote work and subsequently in 15 -minute increments for each engagement and eight (8) hours for on-site work by the consultant. • Quest requires a hardcopy purchase order from Client for all consulting services rendered pursuant to the LOE. • Quest will bill Client two times per month for the hours used by the assigned consultant. • Payment will not exceed $30,000 within 36 months of signature of the contract, unless agreed to by both parties in writing. • All payments to Quest shall be net of all taxes, charges, and other fees. Client shall be solely liable for and shall pay any state or local tax, fee, charge, or surcharge payable for services that are subject to such imposition. 4 DESCRIPTION OF SERVICES • The engagement under this LOE is a Client of Quest for the provision of consulting services. The provided consultant(s) will be available to Client to perform any task as identified by Client. • This LOE and the consultant rates set forth herein are based on the use of consulting services provided during normal business hours between Monday — Friday, 8:00 am — 5:00 pm local time, excluding public holidays, and any deviations from this agreed upon schedule will be discussed and agreed to by both parties prior to initiation. Rates are billed at 1.5 times the hourly rate quoted for services outside of normal business hours. 7/12/21 Quest© 2021. Quest", W, and How can we help?"' are registered trademarks of Page 4 Quest Media & Supplies, Inc. All Rights Reserved. CONFIDENTIAL Caw,es TECHNOLOGY MANAGEMENT City of Lodi Letter of Engagement Engineer Consulting • Client must notify Quest by email of any schedule changes within two (2) business days of any scheduled activity. Client agrees that pre -approved, scheduled on-site engagements canceled or postponed due to Client -related issues will incur the following charges: Cancelation Notice Labor Travel and Expenses 48 -hours in advance No charge Actual incurred expenses or delta of additional costs 24 -hours in advance 4 -hour minimum of scheduled Actual incurred expenses or resource(s) delta of additional costs Less than 24 -hours 8 -hour minimum of scheduled Actual incurred expenses or resources(s) delta of additional costs • Client acknowledges that cancelation or postponement of scheduled resource(s) due to Client - related issue may impact ability to deliver resources that align with initial scheduling commitments and that emergency rates may apply to address revised delivery dates when rescheduled within 14 -days of original confirmed date. • Quest shall not be responsible for delays due to the lack of access to facilities, cooperation or information requested by Quest or changes to the approach or services described in this LOE. 5 TRAVEL EXPENSE Unless otherwise specifically agreed to in writing by Quest, all travel and expenses are not included in the fees and will be billed separately. Quest will use commercially reasonable efforts to travel as efficiently and cost-effectively as possible given timing and travel requirements. Valid expenses typically include, but are not limited to, parking, meals, lodging, photocopying, communication costs, transportation, gasoline, cabs, ride sharing, airfare, mileage, and automobile rental. 7/12/2021 Quest © 2021. Quest', Q, and How can we help?"' are registered trademarks of Page 5 Quest Media & Supplies, Inc. All Rights Reserved. CONFIDENTIAL Quesr TE(HNOLOGY MANAGEMENT City of Lodi Letter of Engagement Engineer Consulting If Quest is engaged for time and materials activities, Client agrees to pay Quest for a one (1) hour minimum for remote services billed in 15 -minute increments thereafter and an eight (8) hour minimum for onsite services. Furthermore, Client agrees that in case of any breach of this LOE, or if services are not able to be performed due to Client failing to meet its obligations hereunder, Client shall pay Quest for the actual time spent. 6 INDEMNIFICATION 6.1 Quest agrees to defend, indemnify, and hold harmless Client and any of its directors, managers, officers, agents, employees, assigns, and successors in interest from and against all suits and causes of action, claims, losses, demands, and expenses, including but not limited to, attorneys' fees and cost of litigation, damage or liability of any nature whatsoever, (i) for death or injury to any person including Quest employees and agents, or damage or destruction of any real or tangible personal property of either party hereto or of third parties, to the extent arising from the negligent acts, error or omissions, or willful misconduct incident to the performance of this LOE by Quest or its subcontractors, or (ii) resulting from the breach by Quest of its obligations under this LOE, except in each case to the extent resulting from the negligence or willful misconduct of Client, or any of its directors, managers, officers, agents, employees, assigns, successors in interest. 6.2 Section 6.1 shall apply with respect to a disclosure of "confidential information" only to the extent such disclosure is the result of actions predominantly attributable to Quest or its subcontractors. The provisions of the paragraph survive expiration or termination of this contract. Neither Quest nor its subcontractor of any tier shall be held liable under these sections (6.1 and 6.2) for more than $10,000.00 or as defined in the limitation of liability section (paragraph Limitation of Amount of Liability), whichever is less. 7/12/2021 Quest © 2021. Quest", Q`, and How can we help?" are registered trademarks of Page 6 Quest Media & Supplies, Inc. All Rights Reserved. CONFIDENTIAL n TECHNOLOGY MANAGEMENT City of Lodi Letter of Engagement Engineer Consulting 7 CONFIDENTIALITY Quest agrees that Quest and its agents and personnel may have access to confidential and proprietary information and materials belonging to or disclosed by Client, whether disclosed electronically, orally, in writing, or by display, which are not generally disclosed to or known by the public, concerning or pertaining to the business of Client, including, without limitation, trade secrets, data, reports, methods, techniques, procedures, processes, methodologies, forecast, plans, employee information, and Client information, and that such information is commercially valuable to Client or is otherwise confidential and proprietary to Client ("confidential information"). Confidential information shall not include any information to the extent that it (i) is or becomes a part of the public domain through no act or omission on the part of Quest; (ii) is disclosed to third parties by Client without restriction on such third parties; (iii) is in Quest's possession, without actual or constructive knowledge of an obligation of confidentiality with respect thereto, at or prior to the time of disclosure under this LOE; (iv) is disclosed to Quest by a third party; (v) is independently developed by Quest without reference to the disclosing party's confidential information; or (vi) is released from confidential treatment by written consent of Client. Quest agrees that nothing in this LOE grants to it any license, right, title, or interest in or to the confidential information, except as expressly set forth herein. Client reserves all rights to its confidential information not expressly granted in this LOE. Quest agrees to use confidential information solely for the purposes of this LOE and pursuant to the terms of this LOE and for no other purpose whatsoever. Quest agrees to hold such information in the strictest confidence. Quest shall use reasonable efforts to protect the confidentiality of Client's confidential information, treating it as Quest would its own confidential information of a similar nature and value. Quest agrees to provide Client with such further assurances as reasonably requested by Client from time to time. 7/12/2021 Quest © 2021. Quest", Q`, and How can we help?" are registered trademarks of Page 7 Quest Media & Supplies, Inc. All Rights Reserved. CONFIDENTIAL TECHNOLOGY MANAGEMENT City of Lodi Letter of Engagement Engineer Consulting 8 HIRING FEE In the event Client or any of its affiliates hires, employs, or otherwise engages (for example as an independent contractor or through another staffing agency) any employee or contractor of Quest within one (l) year of this agreement, Client shall pay a placement fee of 20% of the hired person's annualized compensation. Annualized compensation is defined as annual salary, signing bonus, any guaranteed portion of any annual bonus, vested interest in -the -money stock options or similar equity awards, car allowance, severance pay, and any other compensation that is expected to be earned by the hired employee during the first 12 months of service with Client, regardless of when or if such compensation is actually paid. 9 INDEPENDENT CONTRACTOR STATUS Parties agree that Quest is an independent contractor providing professional services and not an employee, agent, joint venture, or partner of Client. Nothing in this LOE, nor in a course of dealing between the parties, shall be interpreted or construed as creating the relationship of employer and employee, principal and agent, joint ventures, or partners between Quest and Client and/or its personnel. Neither party shall have any right, power, or authority, expressed or implied, to bind the other. 10 LIMITATION OF LIABILITY In no case shall either party's maximum liability arising out of this agreement, whether based upon warranty, contract, negligence, tort, strict liability, or otherwise, exceed in the aggregate the actual payments received by Quest during the six (6) months preceding the event giving rise to any claim. In no event shall either party be liable for: (i) indirect, special, incidental or consequential damages, including, but not limited to, loss of profits, loss of revenues, loss of opportunities, loss of data, or loss of use damages, arising out of this agreement, even if the party has been advised of the possibility of such damages; or (ii) damages relating to any claim that arose more than one (1) year prior to the institution of suit thereon. 11 GENERAL PROVISIONS This LOE represents the entire understanding between Quest and Client with respect to the engagement, the consulting services, and Quest's engagement hereunder, and all prior discussions, agreements, and understandings are merged herein. In the event either party institutes any lawsuit or other formal legal 7/12/2021 Quest © 2021. Quest', fir, and How can we help?"' are registered trademarks of Page 8 Quest Media & Supplies, Inc. All Rights Reserved. CONFIDENTIAL est TEEHNOLOGV MANAGEMENT City of Lodi Letter of Engagement Engineer Consulting action to enforce its rights under this LOE, the prevailing party shall be entitled to an award of all costs incurred thereby, including reasonable attorneys' fees. This LOE shall not be assignable (other than pursuant to a merger or otherwise by law) without the other party's prior written consent. This LOE shall be governed by and construed in accordance with the laws of the State of California without regard to such state's principles of conflicts of laws. This LOE may be amended, modified, or supplemented only by written instrument executed by each of the parties hereto. Any legal proceeding by a party to enforce any provision of this LOE or arising out of this LOE must be brought in the California Superior Court in the County of Sacramento or the United States Court for the Eastern District of California, as applicable, and each party consents to the jurisdiction of such courts and waives any objection to the venue laid therein. This LOE may be signed in counterparts, and both counterparts shall collectively be deemed one and the same document. Signatures delivered electronically or by facsimile shall be deemed to be original signatures for all purposes. 12 INSURANCE Quest will maintain the needed insurance pursuant to the attachment B within this contract. 13 ACCEPTANCE The pricing contained in this LOE shall remain valid for 30 days from the date of delivery. Prior to beginning work, Quest requires this LOE to be signed by an authorized representative of Client and a purchase order issued to cover the costs as outlined. Upon signature, please email signed document to ray_aldrich@questsys.com. By executing this Letter of Engagement, the undersigned parties acknowledge and agree to the terms and conditions of this agreement. CLIENT: Signature: QUEST: Signature: Name: Stephen Schwabauer Name: Title: City Manager Title: Date: Date: 7/12/2021 Quest © 2021. Quest", W, and How can we help?" are registered trademarks of Page 9 Quest Media & Supplies, Inc. All Rights Reserved. CONFIDENTIAL est TECHNOLOGY MANAGEMENT City of Lodi Letter of Engagement Engineer Consulting PO/Contract #: ATTEST: Jennifer Cusmir, City Clerk APPROVED AS TO FORM: Janice D. Magdich, City Attorney jdm 7/12/2021 Quest© 2021. Quest'", W, and How can we help?"' are registered trademarks of Page 10 Quest Media & Supplies, Inc. All Rights Reserved. CONFIDENTIAL est TE[HNOLOGV MANAGEMENT City of Lodi Letter of Engagement Engineer Consulting ATTACHMENT A — RATE SCHEDULE In addition to the amounts set forth above, any technical support provided by Quest in connection with the services shall be billed by Quest on a time and materials basis pursuant to the following rate schedule. • All fees are in US Dollars. • Incident Response as well as data and/or application migration services are available upon request for an additional fee/cost. Remote (Quest NOC) Support (1 hr. min, billed in 15 minute increments) Data Cabling Cable Plant at Quest Data Center $88 per hr. Desktop/Printer $90 per hr. Project Coordinator $98 per hr. Video Surveillance, Access Control $110 per hr. Audio/Video, Video Conferencing $110 per hr. Engineering Consultant $195 per hr. Program or Project Manager $155 per hr. Sr. Engineering Consultant $225 per hr. Engineering Architect Consultant/Application Architect Consulting $240 per hr. Security Incident Emergency Response Resource $275 per hr. On -Site Scheduled Support (8 hr. min, scheduled 24 hrs. in advance) Data Cabling Data Cabling $95 per hr. Desktop/Printer $95 per hr. Project Coordinator $125 per hr. Video Surveillance, Access Control $125 per hr. Audio/Video, Video Conferencing $125 per hr. Engineering Consultant $210 per hr. Program or Project Manager $160 per hr. Sr. Engineering Consultant $240 per hr. Engineering Architect Consultant/Application Architect Consulting $275 per hr. Security Incident Emergency Response Resource $275 per hr. After Hours Technical Support (4 hr. min, less than 24 hr. notice and/or after hrs./weekends) Data Cabling $110 per hr. Desktop/Printer $130 per hr. Video Surveillance, Access Control $150 per hr. Audio/Video, Video Conferencing $175 per hr. Router, Switch, Server, or Storage $250 per hr. Sr. Engineering Consultant $275 per hr. Engineering Architect Consultant/Application Architect Consulting $295 per hr. 7/12/2021 Quest © 2021. Quest", Q% and How can we help? "' are registered trademarks of Page 11 Quest Media & Supplies, Inc. All Rights Reserved. CONFIDENTIAL AMILARWAe --liest TECHNOLOGY MANAGEMENT City of Lodi Letter of Engagement Engineer Consulting • Emergency incident Threat Response Services - billed per hour with minimum amounts determined at time of incident: o Immediate response to threat o Assess your security posture against the threat o Determine the level of effort required to protect Clients assets o Work to prevent, detect, and respond to incidents o Identify and mitigate complex security vulnerability o Provide risk analyses and recommendations for threat eradication o Provide forensic analysis to determine extract threat vector • Professional Service engagement(s) or project(s) engagements are subject to rates listed in any separate engagement document(s). Please contact the Quest account manager, technical consultant, or service manager for engineering rates. • Quest reserves the right to adjust technical support rates. 7/12/2021 Quest @2021 Quest''', W, and How can we help?'" are registered trademarks of Page 12 Quest Media & Supplies, Inc. All Rights Reserved. CONFIDENTIAL �e TECHNOLOGY MANAGEMENT City of Lodi Letter of En a ement Engineer Consulting ATTACHMENT 6 — INSURANCE REQUIREMENTS NOTE: The City of Lodi is now using the online insurance program PINS Advantage. Once you have been awarded a contract you will receive an email from the City's online insurance program requesting you to forward the email to your insurance provider(s) to submit the required insurance documentation electronically Insurance Reguirements for IT Professional Services Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries 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 Contractor, his agents, representatives, employees or subcontractors. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: ISO Form Number CA 00 01 covering any auto or if Contractor has no owned autos, then hired, and nonowned autos with limit no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation: 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. 4. Technology Professional Liability (Errors and Omissions) Insurance appropriate to the Consultant's profession, with limits not less than $2,000,000 per occurrence or claim, 7/12/2021 Quest© 2021, Quest', W, and How can we help?" are registered trademarks of Page 13 Quest Media & Supplies, Inc. All Rights Reserved. CONFIDENTIAL Questo TECHNOLOGY MANAGEMENT City of Lodi Letter of Engagement Engineer Consulting $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Consultant 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. Other Insurance Provisions: (a) Additional Named Insured Status The City of Lodi, its elected and appointed boards, commissions, officers, agents, employees, and volunteers are to be covered as additional insureds on the CGL and auto policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor's insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used (b) Primary and Nan -Contributory Insurance Endorsement The limits of insurance coverage required may be satisfied by a combination of primary and umbrella or excess insurance. For any claims related to this contract, the Contractor's insurance coverage shall be primary coverage at least as broad as ISO CG 20 0104 13 as respects the Entity, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Entity, its officers, officials, employees, or volunteers shall be excess of the Contractor's insurance and shall not contribute with it. (c) Waiver of Subrogation Contractor hereby grants to City of Lodi a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City of Lodi by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Lodi has received a waiver of subrogation endorsement from the insurer 7/12/2021 Quest © 2021. Quest% W, and How can we help?" are registered trademarks of Page 14 Quest Media & Supplies, Inc. All Rights Reserved. CONFIDENTIAL Quest" TECHNOLOGY MANAGEMENT Citv of Lodi Letter of Engagement Engineer Consulting NOTE: (1) The street address of the CITY OF LODI must be shown along with (a) and (b) and (c) 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. (d) 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 under the Contractors commercial general liability and automobile liability policies. (e) Notice of Cancellation or Chane in Coverage 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. (fl Continuity ofCoveraye 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. 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 Code Section 810 et seq.). (g) 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 name(s) of the insurer(s), and rate of interest. Contractor shall pay such reimbursement and interest on the first (1 st) 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 7/12/2021 Quest© 2021. Quest", fir, and How can we help?"are registered trademarks of Page 15 Quest Media & Supplies, Inc. All Rights Reserved. CONFIDENTIAL TECHNOLOGY MANAGEMENT City of Lodi Letter of Engagement Engineer Consulting 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 facilities. (h) Verification of Coverage Consultant shall furnish the City with a copy of the policy declaration and endorsement page(s), original 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 City 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 City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Failure to exercise this right shall not constitute a waiver of the City's right to exercise after the effective date. Self -Insured Retentions Self-insured retentions must be declared to and approved by the City. The City 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 City. Insurance Limits The limits of insurance described herein shall not limit the liability of the Contractor and Contractor's officers, employees, agents, representatives or subcontractors. Contractor's obligation to defend, indemnify and hold the City and its officers, officials, employees, agents and volunteers harmless under the provisions of this paragraph is not limited to or restricted by any requirement in the Agreement for Contractor to procure and maintain a policy of insurance. (k) Subcontractors Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from subcontractors Claims Made Policies If any of the required policies provide coverage on a claims -made basis: i. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. 7/12/2021 Quest© 2021. Quest', W, and How can we help?'are registered trademarks of Page 16 Quest Media & Supplies, Inc. All Rights Reserved. CONFIDENTIAL Quest" TECHNOLOGY MANAGEMENT City of Lodi Letter of Engagement Engineer Consulting Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 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. (m) Qualified Insurer(s) All insurance required by the terms of this Agreement must be provided by insurers licensed to do business in the State of California 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 most recent list of California eligible surplus lines insurers (LESLI list) and otherwise meet City requirements. Signature: 2#1?e 0 I�dI�GI'IG Ja-ICC n. L!,gd ILII •;Jill 11. .J I !inns PbTJ Email: imagdich@lodi.gov 7/12/2021 Quest© 2021. Quest", Q% and How can we help?" are registered trademarks of Page 17 Quest Media & Supplies, Inc. All Rights Reserved. CONFIDENTIAL RESOLUTION NO. 2021-199 A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH QUEST MEDIA AND SUPPLIES, INC., OF ROSEVILLE, FOR NETWORK CONSULTING AND CYBER INFRASTRUCTURE SUPPORT WHEREAS, the City's cyber infrastructure has varying network maintenance and repair needs due to the different types of facilities and complexity of technology; and WHEREAS, Quest has advanced expertise in cyber -infrastructure design and security, in support of the City's existing network administrator and technicians; and WHEREAS, Quest has unique knowledge of the City's network infrastructure from working projects with the City's Information Technology Division; and WHEREAS, staff recommends authorizing the City Manager to execute a Professional Services Agreement with Quest Media and Supplies, Inc., for Citywide network consulting and maintenance in the amount of $95,000. An initial payment of $5,000 at the start of the contract is required for retainer of Quest Services. The cost of the professional services identified is for $30,000 per year, not to exceed $90,000 over the three-year contract. NOW, THEREFORE BE IT RESOLVED that the City Council does hereby authorize the City Manager to execute a Professional Services Agreement with Quest Media and Supplies Inc., of Roseville, California, for network consulting and cyber infrastructure support, in an amount not to exceed $95,000 over three years; and BE IT FURTHER RESOLVED, pursuant to Section 6.3q of the City Council Protocol Manual (adopted 11/6/19, Resolution No. 2019-223), the City Attorney is hereby authorized to make minor revisions to the above -referenced document(s) that do not alter the compensation or term, and to make clerical corrections as necessary. Dated: July 21, 2021 I hereby certify that Resolution No. 2021-199 was passed and adopted by the City Council of the City of Lodi in a regular meeting held July 21, 2021, by the following vote: AYES: COUNCIL MEMBERS — Chandler, Hothi, Khan, Kuehne, and Mayor Nakanishi NOES COUNCIL MEMBERS — None ABSENT: COUNCIL MEMBERS — None ABSTAIN: COUNCIL MEMBERS — None JENNIFER USMIR City Clerk 2021-199