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HomeMy WebLinkAboutR-2024-089 Approving a Professional Services Agreement w/ENet, LLC RESOLUTION NO. R - 2024-089 A RESOLUTION APPROVING A PROFESSIONAL SERVICES AGREEMENT WITH ENET, L.L.C. BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVERSIDE, MISSOURI,AS FOLLOWS: THAT the Board of Aldermen hereby approves the professional services agreement with eNet, L.L.C., a copy of which is attached hereto in its substantial form and incorporated herein, and further authorizes the Mayor to execute the same on the City's behalf; and FURTHER THAT the Mayor and City Administrator and such other officials of the City may execute any other additional documents or take such other actions as are necessary, incidental or expedient to carry out the intent of the agreement approved and the authority granted herein. PASSED 1AND ADOPTED by the Board of Aldermen of the City of Riverside, Missouri,the day of 2024. eettateA4A4-gaj Mayor Kathleen L. Rose • AT• Robin Kirjcaid,•City Clerk AGREEMENT THIS AGREEMENT is entered into between eNet, L.L.C. (the "Contractor") and the City of Riverside, Missouri, a Missouri municipal corporation(the"City"). WHEREAS, the City desires to engage the Contractor to provide services to the City regarding computer network and information technology services as more fully described in and pursuant to the conditions in Exhibit A, entitled"Project Services." NOW, THEREFORE, in consideration of the promises and mutual covenants between the parties and for other good and valuable consideration the receipt of which is acknowledged by the parties,they agree as follows. 1. Scope of Services and Compensation. A. The Contractor shall provide the Project Services described in Exhibit A(attached hereto and incorporated herein by reference), and in so doing will hire, train, supervise, direct the work of, and discharge all personnel engaged by them to perform the Project Services. The Contractor is solely responsible for payment of wages, salaries, fringe benefits and other compensation of, or claimed by, the Contractor's personnel in the performance of the Project Services, including, without limitation, contributions to any employee benefit plans and all payroll taxes. The Contractor will utilize the personal services of its staff to deliver the Project Services. The Contractor may also engage third-party contractors and other parties in connection with its performance of the Project Services, subject to prior approval by the City. B. In performance of the Project Services, Contractor shall exercise the same degree of care, skill, and diligence in the performance of the Services that is ordinarily possessed and exercised by reasonable, prudent, and experienced professionals under similar circumstances. Contractor represents it has all necessary licenses, permits, knowledge, and certifications required to perform the Services described herein. C. The City agrees to compensate the Contractor in accordance with the following compensation schedule: $2,720 per month for up to 32 hours worked, and $85 per hour for hours worked in excess of 32 hour per month, provided that the Finance Director approves in advance the excess monthly hours. The City agrees to pay all proper invoices within 31 days. Contractor agrees to invoice the City on a monthly basis and provide such invoices to the City by email to ap@riversidemo.gov no later than 60 calendar days from the last day of the invoiced month. The parties agree that the City reserves the right to not pay any invoice that is submitted late. 2. The City's Responsibilities. The City shall be responsible for the following: a. Give prompt notice to the Contractor of any matters of which the City becomes aware that may affect the Project Services of the Contractor or any deficiency or perceived deficiency in the Contractor's performance of the Project Services. 1 b. Cooperate with the Contractor in performing the Project Services by making available at reasonable times and places members of the City's officers, agents or employees to advise, assist, and consult with the Contractor. 3. Insurance The Contractor shall secure and maintain, at its expense, through the duration of this Agreement Commercial General Liability Insurance on an occurrence basis with minimum limits of $1,000,000 per occurrence and $1,000,000 aggregate coverage. Contractor shall also secure and maintain Worker's Compensation and Employer's Liability Insurance, when applicable, at the limits required by state and/or federal law. The City reserves the right to review copies of any and all insurance policies or certificates to which this Agreement is applicable. The City shall be given not less than thirty (30) days written notice from the insurer(s) at risk before cancellation, non-renewal, or material modification of coverage. 4. Indemnification Contractor shall indemnify and hold harmless the City and its officers, employees and agents, from and against all liability, suits, actions, proceedings,judgments, claims, losses, damages, and injuries (including attorneys' fees), which in whole or in part arise out of or have been connected with Contractor's negligence, error, omission, recklessness, or wrongful or criminal conduct in the performance of the Project Services; or arising from any claim for infringement on patent, license, copyright, trademark, or other intellectually property rights related to any materials Contractor creates or supplies to the City, except to the extent that such claims arise from materials created or supplied by the City. Contractor's obligation to indemnify and hold harmless shall remain in effect and shall be binding on Contractor whether such injury shall accrue, or may be discovered, before or after termination of this Agreement. 5. Relationship of Parties. It is the intent of the parties that the Contractor shall be an independent contractor in its capacity hereunder. Nothing herein shall be construed to create an employer-employee relationship. All services performed pursuant to this Agreement shall be performed by the Contractor as an independent contractor. The Contractor shall not have the power to bind or obligate the City except as set forth in this Agreement or as otherwise approved by the City in writing. 6. Notices. Any notice, approval or other communication between the City and the Contractor pursuant to this Agreement shall be made in writing and shall be deemed to be effective upon receipt or refusal of service and may be given by personal delivery, courier, reliable overnight delivery, facsimile or deposit in the United States mail, postage prepaid, registered or certified, return receipt requested, to the address specified below or to such other address as may later be designated by written notice of the other party, provided that any notice given by facsimile shall immediately be confirmed by another of the above methods: 2 The City: City of Riverside Attn: City Administrator 2950 NW Vivion Road Riverside, Missouri 64150 The Contractor: eNet, L.L.C. c/o Edward Seasholtz, Registered Agent 1203 W. 103rd Street, #185 Kansas City, MO 64114 Nothing contained in this section shall be construed to restrict the transmission of routine communications between representatives of the City and the Contractor. 7. Disputes. In the event of a dispute between the City and the Contractor arising out of or related to this Agreement, the aggrieved party shall notify the other party of the dispute within a reasonable time after such dispute arises in an effort to resolve the dispute by direct negotiation or mediation. During the pending of any dispute, the parties shall continue diligently to fulfill their respective obligations hereunder. 8. Waiver. A waiver by either party of any breach of this Agreement by the other party shall only be in writing. Such a waiver shall not affect the waiving party's rights with respect to any other or further breach or the same kind of breach on another occasion. 9. Ownership of Documents. Payment by City to Contractor as provided herein shall vest in City title to all drawings, sketches, studies, analyses, reports, models, and other paper, documents, computer files, and material produced by Contractor exclusively for the Project Services performed pursuant to this Agreement up to the time of such payments, and the right to use the same without other or further compensation, provided that any use for another purpose shall be without liability to the Contractor. Contractor will provide City will drawings, sketches, studies, analyses, reports, models, and other paper, documents, computer files, and material produced by Service Provider exclusively for the Project Services within three (3) business days of receiving a request by City for the same, all at no cost to City. 10. Severability. 3 The invalidity, illegality, or unenforceability of any provision of this Agreement or the occurrence of any event rendering any portion or provision of this Agreement void shall in no way affect the validity or enforceability of any other portion or provision of this Agreement. Any invalid, illegal or unenforceable provision shall be deemed severed from this Agreement, and the balance of this Agreement shall be construed and enforced as if it did not contain the particular portion or provision held to be invalid, illegal or unenforceable. The parties further agree to amend this Agreement to replace any stricken provision with a valid, legal and enforceable provision that comes as close as possible to the intent of the stricken provision. The provisions of this Section shall not prevent this entire Agreement from being invalidated should a provision which is of the essence of this Agreement be determined to be invalid, illegal or unenforceable. 11. Entire Agreement; Governing Law. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and negotiations with respect thereto. This Agreement may be amended only by a written instrument signed by both parties. This Agreement shall be governed by the laws of the State of Missouri. In the event this Agreement is litigated, venue shall be proper only in the Circuit Court of Platte County, Missouri. 12. Successors and Assigns. The City and the Contractor each bind themselves and their successors or assigns to all provisions of this Agreement. 13. Assignment. Neither the City nor the Contractor shall assign any rights or duties under this Agreement without the prior written consent of the other party, which consent may be granted or withheld at such other party's absolute discretion. 14. No Third-Party Rights. The provisions of this Agreement shall not be deemed to create any third-party benefit hereunder for any member of the public or to authorize anyone, not a party hereto, to maintain suit pursuant to the terms of this Agreement. 15. Counterparts. This Agreement may be executed in separate counterparts. 16. Good Faith Efforts and Cooperation. The Parties agree to use good faith efforts in a professional manner in the performance of their services and covenants in this Agreement and to cooperate at all times and coordinate their 4 activities as necessary during the Term of this Agreement to assist in performance of the Project Services and to ensure performance of the Project Services in an efficient and timely manner. 17. Force Majeure Neither party shall be liable for any loss or delay resulting from any force majeure event, including acts of God, fire, natural disaster, labor stoppage, war or military hostilities, or inability of carriers to make scheduled deliveries, and any payment or delivery date shall be extended to the extent of any delay resulting from any force majeure event. 18. Term and Termination The effective date of this Agreement shall be the date of execution when the Agreement is signed by both parties. This Agreement shall continue in effect until either party provides 30 days' notice to the other party that it is terminating the Agreement, with or without cause. 19. Authorized Employees. Contractor acknowledges that Section 285.530, RSMo, prohibits any business entity or employer from knowingly employing, hiring for employment, or continuing to employ an unauthorized alien to perform work within the State of Missouri. Contractor therefore covenants that it will not knowingly in violation of subsection 1 or Section 285.530, RSMo, and that it will not knowingly employ, hire for employment, or continue to employ any unauthorized aliens to perform Services related to this Agreement, and that its employees are lawfully to work in the United States. 20. Confidentiality. Contractor agrees not to disclose any confidential information received from the City or otherwise acquired while performing the services. Confidential information is information that would constitute a closed record under Missouri's Sunshine Law, Chapter 610. 21. Review Afforded. The parties acknowledge that each has had an opportunity to retain an attorney to review the terms and conditions of this Agreement. No provision hereof shall be interpreted against the interests of one party solely because such provision was drafted by such party or by the attorney for such party. IN WITNESS WHEREOF, the Contractor and the City have executed this Agreement as of the Effective Date. 5 eNet,L.L.C.: By: Lp.at4p, Printed Name: Edward Seasholtz Title: Authorized Member Date: 1/a 12U29 City of Riverside, Missouri: Kathleen L. Rose, Mayor Date: a) :ATTEST:. Robin Kincaid,' ity Clerk 6 EXHIBIT A Project Services 7 Proven Experience in Managing Systems Using the Below Software: - Entire line of Tyler Products - CAD exports to Fire solutions - Biometric Identification Systems Live Scan Machines - Watchguard systems - Microsoft 365 applications - Microsoft Cloud services Microsoft Windows 2022 Server Microsoft SQL Server 2019 and newer - Laserfiche Document Manage System - Netmotion Wireless Mobility System - Data Guardian Offsite Backup and Disaster Recovery System - Lojack Mobile Equipment Tracking and Recovery System - Esri Systems ArcGIS - Sophos Systems and applications Proven Experience in Managing Systems Using the Below Hardware Equipment: - Sonic Wall and Cisco Firewalls - Cisco and Mikrotik Routers - Ubiquiti AirMax Wireless Access Point and Bridge Networking Equipment - Ubiquiti Unifi Wireless Access Points - Fiber optic and CATS cabling - Dell Server and Workstation Equipment - Dell, Hewlett Packard, and Foundry/Brocade Managed Network Switches - Automated External Defibrillators (AEDs) - Dymo and Zebra Label Printing Equipment - Motorola, Panasonic and Dell Laptop Equipment - AT&T and Time Warner Broadband and Wireless Equipment. - Mitel VOIP Telephone System Hardware - QNAP Network Attached Storage System - - Nice Systems Phone and Radio System Recorder - Ricoh Copy Machines - Brother and Hewlett Packard Printers Experience with and authorized to work with the following law enforcement/agency systems: - Kansas City Police Department - Missouri State Highway Patrol - Federal Bureau of Investigation Criminal Justice Information Services - Regional Justice Information Services - Missouri Uniform Law Enforcement System Specialist Qualifications - Microsoft Certified Systems Engineer - Demonstrated expertise with multi-vendor network and system environments related to a government environment - Demonstrated expertise with VPN and secure communications protocols - Experience with the process and procedure in utilizing the Microsoft Volume Licensing Program - 24/7 support with defined fees for mileage, online support, trip fees and non- business hour charges - Authorized to sell and service commercially available business class or enterprise equipment - Five years experience in managing a municipal government system - Cisco Certified Network Associate (CCNA) or Cisco Certified Internetwork Expert(CCIE)