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AGREEMENT FOR COMPUTER SERVICES BETWEEN CITY OF MOSCOW, IDAHO AND REGIONAL PUBLIC TRANSPORTATION, INC. (RPT) (SMART TRANSIT) THIS AGREEMENT FOR COMPUTER SERVICES (hereinafter "Agreement"), made and entered into this z-or4-aay of &pkVl'\/wt,2014, by and between City of Moscow, Idaho, a municipal corporation of the State of Idaho, 206 East Third Street, Moscow, Idaho, 83843 (hereinafter "CITY"), and Regional Public Transportation, Inc. (A.K.A. Sustainable Moscow Area Regional Transportation), a 501(C) corporation of the State of Idaho, 1006 Railroad, Moscow, Idaho, 83843 (hereinafter "RPT"). W I T N E S S E T H : WHEREAS, RPT wishes to have CITY provide computer services for their daily business operations; and WHEREAS, CITY agrees to provide computer services which are defined further hereinbelow (hereinafter "Services"); NOW, THEREFORE, it is agreed that for and in consideration of the mutual covenants and promises between the parties hereto, that: Scope of Work for Computer Services RPT and CITY Deliverables A. RPT shall furnish the following: SECTION I. 1. RPT currently owns six computers. Any computer to be used under this Agreement must be approved by CITY' s IS Director or designee. 2. RPT agrees that RPT's computers used under this Agreement will be replaced every four ( 4) years unless the CITY IS Director or designee recommends to extend replacement date for said RPT computers. 3. RPT owns any and all software used on RPT computers under this Agreement. Any and all software used under this Agreement is required to be compatible with supported CITY operating systems. 4. RPT must provide all software license information prior to CITY installing any software on RPT systems. 5. RPT shall provide printers to be used under this Agreement, and which must be approved by CITY. Printers shall be replaced upon CITY' s recommendation. CITY PROFESSIONAL COMPUTER SERVICES AGREEMENT - CITY AND SMART TRANSIT (2014) PAGE 1 OF6 ---PAGE BREAK--- does not provide support on RPT printers beyond network configuration, print server, and client mapping. 6. RPT shall follow the attached policy on computer usage. See Attachment A. B. CITY shall furnish the following: 1. CITY shall provide RPT with five user accounts that may be increased to as many as up to ten (10) accounts. 2. CITY shall install and provide basic support for CITY-approved RPT software. 3. CITY does not provide hardware support beyond installation of operating system. 4. CITY reserves all rights for administrative accounts. 5. CITY shall manage RPT computer updates, anti-virus, and application installations. 6. CITY shall provide RPT computer services including file share one hundred twenty (120) GB of space, email, print server, spam filtering, backup and archive of file share and email. 7. CITY shall provide IS support including help desk, remote connections, and on-site as needed, with the anticipated average of eight staff hours per month. 8. CITY will provide Services during normal CITY operating hours, generally Monday through Friday, 8:00 a.m. to 5:00 p.m., when CITY departments are open to the public. SECTION II. Fees and Conditions for Computer Services CITY will provide Computer Services under this Agreement on a contribution basis to be considered in-kind services for value of said Services delivered. CITY may use valuation of CITY's in-kind services for any use, including requests for Grant funding. RPT may use valuation of CITY's in-kind services for any use, including requests for Grant funding. SECTION III. A. Independent Parties CITY and RPT hereto warrant by their signature that no employer/employee relationship is established between CITY and RPT by the terms of this Agreement. It is understood by the parties hereto that RPT is an independent party and, as such, neither it nor its employees, if any, are employees of CITY for purposes of tax, retirement system, or social security (FICA) withholding. PROFESSIONAL COMPUTER SERVICES AGREEMENT· CITY AND SMART TRANSIT (2014) PAGE2 OF6 ---PAGE BREAK--- B. Termination of Agreement This Agreement may be terminated by RPT upon sixty (60) days prior written notice for any reason and without cause. CITY may terminate this Agreement, with sixty (60) days' notice, for any reason and without cause and without any further liability to RPT. This Agreement will terminate immediately if RPT no longer is housed in a City-owned facility. This Agreement may also be terminated by CITY for any violation of the attached Computer Use Policy. C. Extent of Agreement This Agreement may be amended only by written instrument signed by both parties hereto. D. Records RPT is the site owner and custodian of RPT records and CITY will not be responsible for keeping RPT records relating to these Services. E. Priority In the event of an outage of computer services, RPT shall be placed below Public Safety for Service restoration. F. Term of Agreement The term of this Agreement is for four ( 4) years from the date this Agreement is executed and may be renewed for two four- ( 4) year terms. G. Indemnification RPT agrees, to the fullest extent permitted by law, to indemnify and hold harmless CITY against damages, liability and costs arising from the negligent acts of RPT in the performance of professional services under this Agreement, to the extent that RPT is responsible for such damages, liabilities and costs on a comparative basis of fault and responsibility between RPT and CITY. RPT shall not be obligated to indemnify CITY for CITY' s own negligence. H. Costs and Attorney Fees In the event either party incurs legal expenses to enforce the terms and conditions of this Agreement, the prevailing party is entitled to recover reasonable attorney's fees and other costs and expenses, whether the same are incurred with or without suit. I. Jurisdiction and Venue It is agreed that this Agreement shall be construed under and governed by the laws of the State of Idaho. In the event of litigation concerning it, it is agreed that proper venue shall be the District Court of the Second Judicial District of the State of Idaho, in and for the County of Latah. K. Binding of Successors CITY and RPT each bind themselves, their partners, successors, assigns, and legal representatives to the other parties to this Agreement and to the partner, successors, assigns and legal representatives of such other parties with respect to all covenants of this Agreement. PROFESSIONAL COMPUTER SERVICES AGREEMENT CJTY AND SMART TRANSIT (2014) PAGE3 OF6 ---PAGE BREAK--- L. Modification and Assignability of Agreement This Agreement contains the entire agreement between the parties concerning the Services, and no statements, promises, or inducements made by either party, or agents of either party, are valid or binding unless contained herein. This Agreement may not be enlarged, modified, or altered except upon written agreement signed by the parties hereto. RPT may not subcontract or assign their rights or duties arising hereunder without the prior written consent and express authorization of CITY. Any such subcontractor or assignee shall be bound by all of the terms and conditions of this Agreement as if named specifically herein. M. CITY's Representatives CITY shall designate a representative authorized to act in behalf of CITY. The authorized representative shall examine the documents of the work as necessary, and shall render decisions related thereto in a timely manner so as to avoid unreasonable delays. N. Non-Discrimination RPT shall not discriminate against any employee or applicant for employment on the basis of race, color, religion, gender, pregnancy, national origin, ancestry, age, marital status, veteran status, disability, sexual orientation, genetic information, or any other basis prohibited by local, state, or federal law. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date indicated above. RPT (SMART Transit) City of Moscow, Idaho LJ & dhvv Bill Lambert, Mayor ATTEST: ATTEST: DATED this Zlfd day of &,pie...vn ' , 2014. PROFESSIONAL COMPUTER SERVICES AGREEMENT - CITY AND SMART TRANSIT (2014) PAGE 4 OF 6 ---PAGE BREAK--- ACKNOWLEDGMENT STATE OF I ) ) ss: County of ) On this 2- J day of pt;. , 2014, before me, a Notary Public in and for said State, appeared D4Ve M_t! GarCvW , known to me to be the person named above and acknowledged that he/she executed the foregoing as the duly authorized representative of RPT (SMART). STATE OF I DA1rlv County of ) ) ss: ) On this 23vd day of .5_g_p:b-. , 2014, before me, a Notary Public in and for said State, appeared Jenny Ford, known to me to be the person named above and acknowledged that he/she executed the foregoing as the duly authorized represe iv of RP (SMART). PROFESSIONAL COMPUTER SERVICES AGREEMENT - CITY AND SMART TRANSIT (2014) Notary Public for the I OGihu Residing at ,PuAl tttAA. I My commission expires $13/ / 17 , PAGE5 OF6 ---PAGE BREAK--- Attachment A USE OF COMMUNICATION SYSTEMS It is the policy of the City to provide for communications systems necessary to promote the efficient conduct of its business. 1) The City Communications System includes but is not limited: to mail; electronic mail; courier services; facsimiles; computers; computer networks; on-line services; computer files; intercom systems; video equipment; recording devices and recordings; pagers; two-way radio equipment; phones; and cellular phones. 2) Supervisors are responsible for instructing employees on the proper use of The City Communications Systems used by the organization for both internal and external business communications. 3) No employee shall have any expectation of privacy in any message, file, image, or other form of data created, sent, received, accessed, or in RPT's Custody or control, by use of the City's Communication System. All RPT equipment used for communication, including the messages transmitted or stored, are the sole property of RPT. Supervisors and/or department heads may access and monitor employee use of the City Communication Systems and files, as considered appropriate. 4) Authorized personal use of the City Communication System includes uses made by RPT employees. Such use is only authorized when the use: a) does not adversely affect the performance of the City Communication Systems and creates no significant additional cost to the City. b) is of reasonable duration and frequency, and whenever possible, made during employee's personal time (such as breaks or the time before and after a shift). c) has little impact on the employee's or other employees' productivity or ability to perform their assigned duties. 5) While at work, employees are to exercise discretion in using City Communication Systems or personal devices such as cellular phones. Excessive personal use of systems during the work day interferes with employee's productivity and can be distracting to others; therefore excessive personal use (regardless of the system used) during an employee's workday is prohibited. 6) Users of the City Communication Systems shall obey all pertinent federal, state, county, and local laws and ordinances. 7) Improper use of City Communication Systems equipment will result in discipline, up to and including termination. Improper use for the purposes of this policy includes, but is not limited to: playing computer games, sending any harassing, offensive, demeaning, insulting, intimidating, or sexually suggestive written, recorded, or electronically transmitted messages, materials, or data. PROFESSIONAL COMPUTER SERVICES AGREEMENT - CITY AND SMART TRANSIT (2014) PAGE60F6