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05-G MMI Contract - PDDRAFT F:ALICE\RESWORK\CiJRRENT\NIMI Internetworlang Agreement Res June 6, 2002 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS, PARIS, TEXAS, APPROVING AN INFORMATION TECHNOLOGY SERVICES AGREEMENT WITH MMI INTERNETWORKING, INC., FOR ADVISORY ASSISTANCE, SYSTEMS ANALYSIS AND DESIGN, WEB SITE DEVELOPMENT, APPLICATION DEVELOPMENT, DESIGN AND PROGRAMMING, PROJECT MANAGEMENT, TECHNICAL SERVICES, AND DOCUMENTATION RELATED TO USER, DESKTOP, SYSTEM, NETWORK, AND AS 400 SUPPORT NEEDS OF THE PARIS POLICE DEPARTMENT; MAKING OTHER FINDINGS AND PROVISIONS RELATED TO THE SUBJECT; AND DECLARING AN EFFECTIVE DATE. WHEREAS, the City of Paris is in need of technology services and MMI Professional Services, Inc., d/b/a MMI Internetworking, Inc., has made a proposal for advisory assistance, systems analysis and design, web site development, application development, design and programming, proj ect management, technical services, and documentation related to user, desktop, system, network, and AS 400 support needs of the Paris Police Department; and, WHEREAS, it is deemed to be in the best interest of the City of Paris that such professional services agreement in the form of Exhibit A attached hereto and made a part hereof be approved; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PARIS, PARIS, TEXAS: Section 1. That the findings set out in the preamble to this resolution are hereby in all things approved. Section 2. That the proposal of MMI Professional Services, Inc., d/b/a MMI Internetworking, Inc., for information technology services described in Exhibit A, attached hereto, be, and the same is hereby, accepted. Section 3. That the City Manager of the City of Paris be, and he is hereby, authorized and directed to execute, on behalf of the City of Paris, the Information Technology Services Agreement, under the terms and conditions and in the form shown in Exhibit A, attached hereto. Section 4. That this resolution shall be effective from and after its date of passage. PASSED AND APPROVED this l Oth day of June, 2002. Michael J. Pfiester, Mayor ATTEST: Mattie Cunningham, City Clerk APPROVED AS TO FORM: Larry W. Schenk, City Attorney STATE OF TEXAS COUNTY OF LAMAR KNOW ALL MEN BY THESE PRESENTS: INFORMATION TECHNOLOGY SERVICES AGREEMENT This Agreement is made by and between the City of Paris Police Department ("PPD") and NINII Professional Services, Inc. d/b/a NINII Internetworking Inc. ("NINII") acting by and through their authorized officers and representatives. RECITALS: WHEREAS, PPD desires to engage the services of MMI, as an independent contractor and not as an employee, to perform information technology services for PPD on the terms and conditions provided in this Agreement; and WHEREAS, MMI desires to render professional services for PPD on the terms and conditions provided in this Agreement. NOW, THEREFORE, in consideration of the foregoing and other valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the parties agree as follows: ARTICLE I SCOPE OF SERVICE 1.1 MMI shall provide PPD with professional services, including but not limited to, advisory assistance, systems analysis and design, web site development, application development, design and programming, project management, technical services, and documentation related to User, Desktop, System, Network, and AS 400 support needs of PPD as set forth herein. ARTICLE II TERM 2.1 The term of this Agreement shall be for a period of twelve (12) calendar months, commencing on the last date of execution hereof (Effective Date), and shall automatically renew on the anniversary date of the Effective Date for successive terms of twelve (12) months each, not to exceed five (5) renewal terms, unless either party gives the other party written notice not to renew this Agreement at least ninety (90) calendar days prior to the expiration of the then current term. ARTICLE III DESCRIPTION OF SERVICES 3.1 The services to be provided by contractor under this agreement are described as follows: AS 400 support -NINII will provide systems support on all IBM AS/400 machines owned or operated by PPD. Systems support includes the following: • 0 S/400 operating system troubleshooting, configuration, installation and operations. • Device and peripheral installation and configuration. • IBM licensed program installation and removal. • Performance tuning and analysis. • Hardware support and problem analysis. (PPD must have a current IBM hardware EXHIBIT A Page 1 of 9 maintenance agreement covering all AS/400 machines included in this agreement.) Installation and configuration of inemory, disk and IO adapters that fall under a "customer install" category by IBM. Training Desktop support -MMI will provide desktop support to include the following services: • Operating system installation, configuration and troubleshooting- • Hardware installation, configuration and troubleshooting. • Installation and removal of third-party desktop software. • Assistance with procurement and capacity planning. • Performance evaluation. Help Desk -MMI will provide the following help desk access: • 24X7 toll free live phone support. • Personalized web access to trouble ticket generation and tracking- • Monthly reporting on help desk usage. • E-mail access for problem reporting. On-site emergency support -NINII will provide on-site emergency support functions: • Phone response to PPD within 15 minutes of help desk call- • On-site representation within 6 hours of initial help desk call. **Note: Emergency is defined as a mission critical, system down situation. Networking support -MMI will provide the following services relating to networking: • Network design. • Network implementation, configuration and troubleshooting. • Network performance evaluation and recommendations. • Training Web site and Application development Website design Website development Application development Server support -MMI will provide the following Intel-based server support: • Operating system installation, configuration and troubleshooting. • Hardware installation, configuration and troubleshooting. • Installation and removal of third-party desktop software. • Assistance with procurement and capacity planning. • Performance evaluation. Page 2 of 9 Assistance with warranty and manufacturer related issues. User support -NINII will provide the following end-user support through a PPD designated single contact: • Desktop hardware support • Desktop software support for mainstream application such as Microsoft Office. • Network support for shared file and print access, ARTICLE IV CONTRACTOR' S OBLIGATIONS 4.1 MMI agrees to provide 132 hours of support each twelve-month period (Year) for AS/400, Desktop, User, Systems/Server, Website Design and Application Development (Web Design and Development Billed at 1.5 hours for every actual hour worked), Networking and Emergency support services on site at PPD or other designated PPD facility ("Base Yearly Support"). Work performed in excess of Base Yearly Support will be billed on a Yearly basis at a rate of $125 per hour for support and $150 per hour for Website Design and Application Development unless adjusted in accordance with section 4.3. 4.2 MMI agrees to respond to critical requests for services by PPD, within the following time period: A. For desktop and user services (troubleshooting, client software installation, configuration, set up, PC hardware installation and repair, installation of Windows base, WFW, MS application software). MMI shall respond within four (6) hours of notice. B. For Network and Systems services (configuration of network fileservers, installation of NOS, NT, Novell and Unix/I,inux, configuration and installation of all server hardware, including Burn-in at the MMI's facility prior to delivery to customer site, file back-up systems, virus protection, remote access, application, video, CD, fax, internet, DNS, web, mail news, in-house LAB servers/training). MMI shall respond within two ( 6) hours of notice. C. For AS/400 support providing annual software upgrades and monthly software- hardware configurations. In addition providing weekly review of history log for potential repairs. MMI shall respond within two (6) hours of notice 4.3 MMI agrees that PPD may adjust the total number of hours per year covered by the Base Yearly Support under this agreement by providing a written request for such changes thirty (30) days Page 3 of 9 in advance of such action. 4.4 MMI agrees to provide unlimited telephone support to designated PPD personnel for technical support information to PPD. 4.5 NMI agrees that it shall not charge PPD for any on site information technology services provided hereunder unless NMI requests and receives a work order signed by a PPD representative indicating the date of service and the amount of time spent providing such service. Additionally, all such work orders, or copies thereof, shall be provided to PPD upon request. 4.6 NMI agrees that following the termination of this Agreement, NMI shall return all source code and all copies or partial copies thereof to PPD . 4.7 NMI agrees to appoint a"Project Manager" for this Agreement. Such designated "Project Manager" shall attend a monthly meeting with the PPD Manager or designee for a minimum of one hour, at a mutually established time. The purpose of such meetings shall be to review performance and identify issues. ARTICLE V COMPENSATION 5.1 PPD agrees to compensate NMI $11,220.00 per year for the Base Yearly Support. Unless otherwise agreed to by the parties in writing, unused hours of service comprising the Base Yearly Support may not be carried forward from one year to the next year. Work performed in excess of 132 hours per year will be considered consulting and will be billed at a rate of $125 per hour for support and $150 per hour for web site design and application development unless contract is adjusted as stated in section 4.3. 5.2 In the event of a requested change in the amount of hours for Base Yearly Support, PPD shall compensate NMI in accordance with the fee structure outlined in Exhibit A attached to this agreement. A. PPD agrees to pay for all parts provided by NIlVII related to services provided herein. NMI shall check the availability of any necessary or required parts owned by PPD. NMI agrees to first use parts available from PPD before installing or using any parts provided by MMI. PPD shall not be liable for any freight charges related to the performance ofthis Agreement and NMI shall not charge PPD for any freight charges incurred in the performance of this Agreement. B. NMI shall not be compensated for any meal or lodging expenses related to the performance of this Agreement. PPD will compensate for a one-hour cost for travel Page 4 of 9 to PPD per occurrence and will be counted as consulting time. C. NIlVII shall invoice PPD Yearly, in advance, for Base Yearly Support charges. PPD agrees to pay all invoices which are due under the terms of this Agreement within 30 days of receipt thereof. It is understood that the City of Paris Police Department is a tax exempt entity and no taxes will be charged on services or purchases made for the City of Paris. ARTICLE VI INDEPENDENT CONTRACTOR 6.1 It is understood and agreed that NMI in satisfying the conditions of this Agreement is acting independently and that PPD assumes no responsibility or liability to any third party in connection with this Agreement. All services to be performed by NMI under this Agreement shall be in its capacity as independent contractor and not as an agent or employee of PPD. NMI shall supervise the performance of these services and shall be entitled to control the manner in which the services are to be performed, subject to compliance with this Agreement. NMI and its employees or agents shall not be entitled to any PPD benefits, such as vacation, sick leave, paid holidays, and Texas Municipal Retirement participation. Such benefits are only available to PPD employees. ARTICLE VII CONFIDENTIAL INFORMATION 7.1 NMI and PPD expressly agree that all information communicated to NMI with respect to this Agreement and with respect to the services provided by NMI pursuant to this Agreement, including, without limitation, any source codes obtained by NMI by reason of its association with PPD, is confidentiaL NMI further agrees that all information, conclusions, reports, designs, plans, project evaluations, data, advice, business plans, and/or other documents available to NMI pursuant to this Agreement are confidential and proprietary property of PPD . Except as otherwise provided by law, NMI and PPD agree not to disclose proprietary and confidential information, and that such information shall be used only in performance of this Agreement. If such information is available by law, already in the disclosing party's possession or knowledge, or is thereafter rightfully obtained by the disclosing party from sources other than the other party, then there shall be no restriction in this disclosure. ARTICLE VIII TERMINATION OF CONTRACT 8.1 This Agreement may be terminated by either party by providing the other party at least fifteen (15) calendar days prior written notice of termination. NMI will refund PPD within 30 days of the termination date according to the following formula: (Unused Hours * Pre-Paid Hourly Rate) -(Hours Used *($125 - Discounted Retainer Hourly Rate)) Page 5 of 9 ARTICLE IX INSURANCE 9.1 Without limiting any of the other obligations or liabilities of MMI, MMI shall, during the term of the Agreement, purchase and maintain the following minimum insurance with companies duly licensed in the State of Texas and rated A- or better by A. M. Best. PPD shall be named as an additional insured on all required policies except Workers ' Compensation. Certificates of Insurance of each policy covering the MMI with a statement by the issuing company to the extent that said policies shall not be canceled without thirty (30) days prior notice being given PPD, shall be delivered to PPD and reviewed for sufficiency by PPD's Risk Manager before the Agreement is executed or any activities commenced: A. Workers' Compensation as required by Texas law with the policy endorsed to provide a waiver of subrogation as to PPD. Employer's Liability Insurance of no less than $1,000,000 for each accident. B. Commercial General Liability Insurance, including Independent MMI's Liability, Completed Operations and Contractual Liability, covering, but not limited to, the liability assumed under the indemnification provisions of the Agreement, fully insuring MMI's liability for injury liability coverage, and for damage to property of third parties, with the following limits: General Aggregate $2,000,000 Products, Completed Operations Aggregate $2,000,000 Each Occurrence $1,000.000 Medical Expense $ 10,000 Personal & Advertising Injury $1,000.000 Fire Damage $ 30,000 Business automobile policy, covering owned, hired and non-owned vehicle with minimum limits of $1,000,000 combined single limit. C. NINII's insurance shall be primary and shall be endorsed to provide a waiver of subrogation in favor of PPD. D. Deductibles on each insurance policy shall be no greater than $5,000. MMI shall be responsible for the payment of all deductibles. ARTICLE X WARRANTY Page 6 of 9 10.1 MI warrants that under normal conditions of use and operation, the services furnished pursuant to this Agreement shall be free from defects in workmanship and that the parts furnished pursuant to this Agreement shall be free from defects in workmanship and material. 10.2 MI warrants that the parts furnished pursuant to this Agreement shall conform to the equipment manufacturer's published specifications at the time of delivery to PPD. NINII's obligation under this warranty is limited to the repair or replacement of any part that within 180 days after installation and acceptance is not in conformity with the equipment manufacturer's published specifications. This warranty applies to any repaired or replaced product, part, or component supplied by MMI. ARTICLE XI AGREEMENT NOT TO EMPLOY 11.1 The PPD and NMI mutually agree not to employ or contract for services, the personnel of the other for three (3) months after termination of this Agreement. ARTICLE XII MISCELLANEOUS 12.1. Liaison. Each party shall designate a liaison to serve as a point of contact by which the parties may communicate on a frequent basis regarding this Agreement. Each party may change its liaison upon written notice to the other party. 12.2 Entire Agreement: This Agreement represents the entire agreement among the parties with respect to the subject matter covered by this Agreement. There is no other collateral, oral or written agreement between the parties that in any manner relates to the subject matter of this Agreement. 12.3 Governing Law: The validity of this Agreement shall be governed by the laws of the State of Texas and venue for any action concerning this Agreement shall be in the courts of Lamar County, Texas. 12.4 Severabilitv: In the event any section, subsection, paragraph, sentence, phrase, or word herein is held invalid, illegal, or unconstitutional, the balance of this Agreement shall stand, shall be enforceable, and shall be read as if the parties intended at all times to delete said invalid section, subsection, paragraph, sentence, phrase, or word. 12.5 Notice: Any notice required or permitted to be delivered hereunder shall be deemed received when sent in the United States Mail, Postage Prepaid, Certified Mail, Return Receipt Requested, or by hand-delivery or facsimile transmission addressed to the respective party at the address set forth at the signature of the party. 12.6 Counterparts: This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. 12. 7 Amendment: This Agreement may be amended by the mutual written agreement of all parties hereto. 12.8 Assignment: This Agreement may not be assigned by NMI without the express written consent of PPD. Page 7 of 9 12.9 Indemnification: MMI hereby agrees to indemnify and hold harmless PPD, its officers, agents and employees from and against any and all liabilities, suits, claims, demands, causes of action, damages, losses, costs and expenses including without limitation, attorney's fees and expenses and court costs arising from MMI's performance of this Agreement. EXECUTED in duplicate originals on this lOth day June, 2002. By: APPROVED: Karl Louis, Chief of Police ATTEST: Mattie Cunningham, City Clerk APPROVED AS TO FORM: Larry W. Schenk, City Attorney For the City of Paris Police Department Michael E. Malone, City Manager EXECUTED in duplicate originals on this day By: For MMI Internetworking , of 2002. By: Page 8 of 9 APPENDIX A SCHEDULE OF FEES Number of Hours Per Year 48 $4,320 96 $8,400 132 $11,220 180 $14,940 240 $19,200 300 $22,500 Page 9 of 9