HomeMy WebLinkAboutItem 17 - Datacenter and Network Administration
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LEAF TCS PROFESSIONAL SERVICES AGREEMENT
THIS CONSULTING AGREEMENT (this "Agreement") is made and entered into as of the 1st
day of October, 2024, by and among the City of Grapevine Department of Information
Technology, a local municipality (the "Customer"), and LEAF TCS ("Vendor").
WITNESSETH:
WHEREAS, Vendor is recognized as LEAF TCS; and WHEREAS, the City of Grapevine
Department of Information Technology desires to retain Leaf TCS as Vendor to provide
services related to and in support of efforts in which Vendor has expertise; NOW,
THEREFORE, in consideration of the premises and the mutual conditions and promises
herein contained, the parties hereto agree as follows:
1. Network and System Administration Consulting Services. Vendor shall furnish the
City of Grapevine Department of Information Technology with their best advice,
information, judgment and knowledge with respect to information technology system and
network administration. The responsibilities of LEAF TCS will include installing and
configuring system hardware (servers and virtual machines) and software (application
administration), establishing and managing user accounts, upgrading system software,
and perform backup and recovery tasks. Contractor will also provide services for the
provisioning authentication to access network resources, provide system troubleshooting,
network security administration, and other system administration and networking duties
as requested.
2. Term. The term of this Agreement shall begin on 1st day of October, 2024 and shall,
subject to the provisions for termination set forth herein, continue until and terminate on
30th day of September, 2025.
3. Compensation. For all services that Vendor renders to the City of Grapevine Department
of Information Technology Department of Information Technology or any of its
subsidiaries or affiliates during the term hereof, the City of Grapevine Department of
Information Technology Department of Information Technology will pay Vendor an
hourly rate of $65.00, for services provided by a senior level Vendor. The City of
Grapevine Department of Information Technology will pay Vendor $30.00 per hour, for
services provided by a junior level Vendor. Specialist rates will be determined if and
when needed at or below DIR rate. The total compensation for the contract period is not
to exceed $120,000.00.
4. Confidential Information and Intellectual Property.
a. Vendor shall maintain in strict confidence, and not use or disclose except pursuant
to written instructions from the City of Grapevine Department of Information
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Technology, any Trade Secret (as defined below) of the City of Grapevine
Department of Information Technology, for so long as the pertinent data or
information remains a Trade Secret, provided that the obligation to protect the
confidentiality of any such information or data shall not be excused if such
information or data ceases to qualify as a Trade Secret as a result of the acts or
omissions of Vendor.
b. Vendor shall maintain in strict confidence and, except as necessary to perform his
duties hereunder, not to use or disclose any Confidential Business Information (as
hereinafter defined) during the term of this Agreement and for a period of one (1)
year thereafter.
c. Vendor may disclose Trade Secrets or Confidential Business Information pursuant
to any order or legal process requiring the disclosing party (in its legal counsel's
reasonable opinion) to do so, provided that the request or order to so disclose the
Trade Secrets or Confidential Business Information in sufficient time to allow the
City of Grapevine Department of Information Technology to seek an appropriate
protective order.
(a) "Trade Secret" shall mean any information, including, but not
limited to, technical or non-technical data, a formula, a pattern, a
compilation, a program, a plan, a device, a method, a technique, a
drawing, a process, financial data, financial plans, product plans, or a
list of actual or potential customers or suppliers which (i) derives
economic value, actual or potential, from not being generally known
to, and not being readily ascertainable by proper means by, other
persons who can obtain economic value from its disclosure or use, and
(ii) is the subject of efforts that are reasonable under the circumstances
to maintain its secrecy. "Confidential Business Information" shall
mean any nonpublic information of a competitively sensitive or
personal nature, other than Trade Secrets, acquired by Vendor in
connection with performing services for the City of Grapevine
Department of Information Technology, including (without
limitation) oral and written information concerning the City of
Grapevine Department of Information Technology's financial
positions and results of operations (revenues, margins, assets, net
income, etc.)), annual and long-range business plans, marketing plans
and methods, account invoices, oral or written customer information,
and personnel information. (b) All original works of authorship that
result from the performance by Vendor of his duties hereunder, are
deemed to be "works made for hire" under the copyright laws of the
United States, and will be and will remain the sole and exclusive
property of the City of Grapevine Department of Information
Technology. Vendor, at the City of Grapevine Department of
Information Technology's request and sole expense, will assign to the
City of Grapevine Department of Information Technology in
perpetuity all proprietary rights that he may have in such works of
authorship. Such assignment shall be done by documents as prepared
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by the City of Grapevine Department of Information Technology.
Should the City of Grapevine Department of Information Technology
elect to register claims of copyright to any such works of authorship,
Vendor will, at the expense of the City of Grapevine Department of
Information Technology, do such things, sign such documents and
provide such reasonable cooperation as is necessary for the City of
Grapevine Department of Information Technology to register such
claims, and obtain, protect, defend and enforce such proprietary
rights. Vendor shall have no right to use any trademarks or proprietary
marks of the City of Grapevine Department of Information
Technology without the express, prior written consent of the City of
Grapevine Department of Information Technology regarding each
use.
d. The existence of any claim or cause of action that Vendor may have against the
City of Grapevine Department of Information Technology will not at any time
constitute a defense to the enforcement by the City of Grapevine Department of
Information Technology of the restrictions or rights provided by this Section 4, but
the failure to assert such claim or cause of action shall not be deemed to be a waiver
of such claim or cause of action.
e. For purposes of this Section 4, "Customer" shall include the City of Grapevine
Department of Information Technology and all of its direct and indirect
subsidiaries and any predecessors of the City of Grapevine Department of
Information Technology.
5. Acts Discreditable. Vendor shall at all times refer to Customer and its operating units
in terms that further its business objectives. Vendor shall not refer to Customer or its
operating units in a manner that damages Customer's position in the marketplace.
6. Termination. This Agreement may be terminated by either party upon written notice if
the other party breaches any of its obligations hereunder and the breaching party fails to
cure such breach within thirty (30) days after receipt of notice of such breach.
7. Severable Provisions. The provisions of this Agreement are severable, and if any one
or more provisions may be determined to be illegal or otherwise unenforceable, in whole
or in part, the remaining provisions, and any partially enforceable provision to the extent
enforceable in any jurisdiction, shall nevertheless be binding and enforceable.
8. Binding Agreement. The rights and obligations of the City of Grapevine Department
of Information Technology under this Agreement shall inure to the benefit of and shall
be binding upon the successors and assigns of the City of Grapevine Department of
Information Technology. The rights, obligations and duties of Vendor hereunder may
not be assigned or delegated without the City of Grapevine Department of Information
Technology's prior written consent.
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9. Relationship of Parties. The City of Grapevine Department of Information Technology
and Vendor are independent contractors. Both parties acknowledge and agree that
Vendor's engagement hereunder is not exclusive and that either party may provide to,
or retain from, others similar such services provided that it does so in a manner that does
not otherwise breach this Agreement. Neither party is, nor shall claim to be, a legal
agent, representative, partner or employee of the other, and neither shall have the right
or authority to contract in the name of the other nor shall it assume or create any
obligations, debts, accounts or liabilities for the other.
10. Notices. Any notices or other communications required or permitted under this
Agreement shall be in writing and shall be deemed to have been duly given and
delivered when delivered in person, two (2) days after being mailed postage prepaid by
certified or registered mail with return receipt requested, or when delivered by overnight
delivery service or by facsimile to the recipient at the following address or facsimile
number, or to such other address or facsimile number as to which the other party
subsequently shall have been notified in writing by such recipient:
If to the City of Grapevine Department of Information Technology:
Customer Name: City of Grapevine Department of Information Technology
Customer Representative: Tessa Allberg, Chief Technology Officer
Customer Address: 200 S. Main St., Grapevine, TX 76051
Customer Fax Number: (817) 410-3025
If to the Vendor:
Vendor Name: LEAF TCS
Vendor Representative: Laura Funk
Vendor Address: 1740 Slabtown Road, Dover AR 72837
11. Waiver. Either party's failure to enforce any provision or provisions of this Agreement
shall not in any way be construed as a waiver of any such provision or provisions as to
future violations thereof, nor prevent that party thereafter from enforcing each and every
other provision of this Agreement. The rights granted the parties herein are cumulative
and the waiver by a party of any single remedy shall not constitute a waiver of such
party's right to assert all other legal remedies available to him or it under the
circumstances.
12. Governing Law. This Agreement will be governed by and interpreted in accordance with
the substantive laws of the State of Texas without reference to conflicts of law.
13. Captions and Section Headings. The various captions and section headings contained
in this Agreement are inserted only as a matter of convenience and in no way defi ne,
limit or extend the scope or intent of any of the provisions of this Agreement.
14. Entire Agreement. With respect to its subject matter, this Agreement and its Exhibits
constitute the entire understanding of the parties superseding all prior agreements,
understandings, negotiations and discussions between them whether written or oral, and
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there are no other understandings, representations, warranties or commitments with
respect thereto.
IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date
first written above.
_____________________________
Bruno Rumbelow – City Manager Grapevine Texas
_____________________________
Laura Funk – Leaf TCS