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3470 Schedule "A" - To Adopt an Information Technology Service ContractINTEGRAL NETWORKING SOLUTIONS CONTRACT FOR OUTSQURCED M.I.S. MANAGEMENT SERVICES THIS AGREEMENT, entered into as of the 13th day of December, 2010 BETWEEN: INTEGRAL NETWORKING SOLUTIONS, a company registered under the laws of the Province of Ontario, (hereinafter the "Contractor") OF THE FIRST PART -and- THE CORPORATION OF THE TOWN OF TILLSONBURG, at its offices on 200 Broadway Street, Tillsonburg, Ontario, (hereinafter the "Town") OF THE SECOND PART NOW THEREFORE WITNESSETH that in consideration of the promises and convenants contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: I. TERM: The Term of this Agreement shall be for a period of Three (3) years commencing on January 1, 2011 through to December 31, 2013. II. RELATIONSHIP BETWEEN THE PARTIES; 2. All representatives of the Contractor assigned to provide services to the Town will remain employees or sub-contractors of the Contractor and shall not be deemed employees of the Town. 3. The Town shall not withhold monies for Income Tax, Canada Pension Plan or Employment Insurance on behalf of the Contractor, or any persons assigned by the Contractor to provide services to the Town. 4. The Contractor, and any of its officers, employees or other representatives, shall not actas agents of the Town. 5. The selection of the details and means by which the Contractor fulfills its obligations under this Agreement is the responsibility of the Contractor and not of the Town, which shall exercise no control in this regard. Rather, the Town shall be entitled only to directthe Contractor with respect to the elements of services to be performed by the Contractor 72 PARKWOOD DRIVE • TILLSONBURG, ONTARIO • N4G 2C2 PHONE: (519) 457-4755 • FAX: (519) 457-4755 as to when and where such services shall be performed and the nature of the tasks assigned. The Town shall also be entitled to review and assess the performance of such services by the Contractor for the purposes of assuring that such services have been performed and confirming that results are satisfactory. It is expected that the Town will hold regular project management meetings as a means of reviewing and assessing the performance of services by the Contractor. However, the Town reserves the absolute right to cancel such meetings, alter their frequency or dispense with them altogether at any time and without notice to the Contractor. III. INDEPENDENT CONTRACTOR SERVICES; 6. The Contractor hereby covenants and agrees to provide the services of consultants, namely, Robert Musty, of Integral Networking Solutions to the Town as mutually agreed to. In the event that Robert Musty of Integral Networking Solutions is not available to perform the services as defined in Schedule A, Integral Networking Solutions will make appropriate back up arrangements to the satisfaction and approval of the Town. The scope of the services provided for the on-going daily maintenance and support are set forth in "Schedule A" attached. Larger more complex tasks will be classified as a project. A project is defined as the completion of a major task requiring more than 40 hours in total to complete or is required to be performed on a weekend, holiday, or between the hours of 5PM to SAM, Monday to Friday. 7. If a project is defined, a statement of work and costs will be prepared by INS for approval by the Town. Projects will not commence prior to receipt of approval by the Town. For approved projects, Integral Networking Solutions will back fill for the services performed by Robert Musty and make arrangements for additional resources to be provided to the satisfaction of the Town. 8. The Contractor warrants and represents that the individuals are, by virtue of education, training and experience competent to carry out the tasks for which the Town requires their services. 9. The Contractor understands, acknowledges and agrees that the Town's deliverables and schedules are of paramount concern. In that regard, the Contractor undertakes and agrees that: (a) its consultant may sometimes be required to work extra hours in order to meet the Town's deadlines; (b) its consultant will be available during the normal business hours of the Town. (c) the Town will make no additional payments, over and above the Fees agreed to herein, for any extra time put in by the Contractor's consultant(s), unless all such projects are pre approved by the Town, are required to perform approved system hardware and/or software upgrades outside of normal business hours, to complete approved special projects as defined above, or when an unusual amount of extra time is required and is pre-approved by the Town. 10. The Contractor further undertakes to: (a) duly and diligently complete all assigned tasks; (b) be bound by and faithfully observe and abide by all rules and regulations of the Town from time to time in force which are brought to their notice or of which they should reasonably be aware, including Health & Safety Policies & Procedures; (c) use their efforts to promote the interests of the Town to third parties the Contractor may have dealings with. (d) Periodically provide a WSIB clearance certificate to the Town and proof of liability insurance, wherein the Town is named as an insured party. IV. PAYMENT OF FEES AND EXPENSES: 11. The Town agrees to pay to the Contractor the following Fees over the Term of this Agreement: (a) The agreed to contract price is One Thousand Eight Hundred and Seventy Five Dollars ($1,875) (plus HST) per week during the first year of this contract, with a 2.0% annual increase in subsequent years during the term of the contract. (b) The Town agrees to pay approved invoices rendered by the Contractor biweekly throughout the term of the contract. Payment will be madewithin 20 days of receipt of invoice. 12. The Contractor will be solely responsible for any expenses it incurs in providing services to the Town save and except those business-related travel expenses the Town deems reasonable and necessary in order for the Contractor's representatives to provide services to the Town from time to time. The Town shall reimburse the Contractor for such reasonable travel expenses incurred on the same basis as Town pays its own employees. V. TERMINATION: 13. The Town may terminate this agreement, by providing the Contractor with nine (9) month written notice of its intention to do so. (a) Should the Town choose to exercise its right to terminate under this Section, the Town agrees to continue to make payments to theContractor during the nine (9) month day notice period; (b) Upon termination of this Agreement under this Section the Contractor shall promptly return, within 60 days from the date of termination, to the Town all copies of any of the Town's data, records, or material of whatever nature or kind, including all materials incorporating the proprietary information of the Town. The Contractor shall also furnish to the Town all works in progress, or portions thereof, including all incomplete work; (c) Within the last thirty (30) days of this Agreement under this Section, the Contractor shall submit to the Town an itemized invoice for any fees or expenses therefore accrued under this Agreement. The Town, upon payment of such agreed upon accrued amounts, shall thereafter have no further liability or obligation to the Contractor whatever for any further fees, expenses or other form of payment. 14. Either party may terminate this Agreement, on written notice to the other, if the other party breaches any term hereof. 15. No termination of this Agreement shall affect the Town or the Contractor's rights or obligations with respect to Confidentiality, Non-Competition, Ownership of Work Product, and Employee Solicitation. VI. NOTICE: 16. Any written notice, request or communication to be given by either party hereunder shall be personally delivered, sent by registered mail, or faxed to the office of the other party. VII. CONF1DENTIALITY: 17. During the Term of this Agreement and thereafter, the Contractor and all agents shall treat as confidential all information obtained by the Contractor for and from the Town, as well as all information compiled or generated by the Contractor under this Agreement for the Town, including, without limitation: business and marketing information, technical data, programs, source codes and other software, plans and projections. VIII. OWNERSHIP OF WORK PRODUCT: 18. All software training programs, training modules, manuals and, however made, designed, developed, written or drafted by or for the Contractor in the performance of this Agreement, shall become the property of the Contractor, unless deemed critical to the ongoing business operations of the Corporation of the Town of Tillsonburg whereby it shall be the proprietary ownership of the Corporation with a preapproved payment settlement to the Contractor. I.. FACILITIES AND EQUIPMENT: 19. For the consideration set out herein, the Town further undertakes and agrees to make available to the Contractor adequate office and work space at the Town's facilities as well as one laptop or desktop computer equipment, one blackberry, peripherals and software tools to assist the Contractor in performing the services required by the Town. 20. The Contractor understands and agrees that ownership in all facilities, hardware and software tools loaned to it remains with the Town. .. CONFLICTING AGREEMENT: 21. Prior to and during the Term of this Agreement, the Contractor shall disclose to the Town any existing or proposed agreements to which the Contractor is a party and which constitutes a potential conflict of interest. XL ENTIRE AGREEMENT: 22. This instrument sets forth the entire understanding and agreement of the parties as to the subject matter of this Agreement and merges and supersedes all prior and contemporaneous agreements or representations, written or oral. This Agreement may be changed only by agreement in writing signed by the party against whom enforcement, or any waiver, change, modification, extension or discharge is sought. XII. INVALIDITY OF PROVISIONS: 23. The invalidity or unenforceability of any other provisions hereof and any such invalid or unenforceable provision(s) shall be deemed to be severable from the remainder of the Agreement. XIII. SUCCESSORS AND ASSIGNS: 24. This Agreement shall not be assignable by either the Contractor or the Town without the express written consent of the other party to such assignment. XIV. RELEASE FROM LIABILITY: 25. The Town expressly agrees that the Contractor has no liability for any act or omission in connection with the services provided under this agreement, and agree to indemnify and hold the Contractor harmless from any claims for damages that may arise in any way from provision of these services. THIS AGREEMENT signed this I H '* ^ day of D<r 2010 at Tillsonburg, Ontario INTEGRAL NETWORKING SOLUTIONS Inc,("Contractor")/ Signature of authorized representative: Name: Robert Musty I have authority to bind the company. THE CORPORATION OF THE TOWN OF TILLSONBURG, ("Town") representative: Signature of authorized representative: Name: Donna Hemeryck Appendix A Scope of Outsourced Municipal Information Systems Services The scope of services being provided by Integral Networking Solutions and associates to the Town of Tillsonburg are as follows: 1. Maintenance, monitoring and management of the Tillsonburg NT domain local area network including server(s) networked computers and network infrastructure. 2. Moves, additions, changes and deletion and maintenance of user accounts when notified of staff changes 3. Maintenance and monitoring of the Lotus Notes/Domino and Domino Doc infrastructure 4. Reporting to management equipment requiring repair or replacement and ensuring that such repairs or replacements are coordinated with the appropriate equipment vendors/service providers. 5. Ensuring that software installed on Town computers remains operational 6. Provide an on-site resource during normal business hours (Monday to Friday 8:30 a.m. to 4:30 p.m.) who will act as a first line resource in resolving server/network/hardware issues. 7. Responding to second level on-site or telephone support with a maximum response time of four hours outside of normal business hours. Protocol 1. All issues, requests for service are to be directed to the on-site support person who will coordinate any additional contacts with network and hardware service agencies as required to efficiently deal with the issue. 2. Where the Town maintains software support agreements for specialized software applications, Town staff may contact the support provider directly to resolve software issues. During the period of this agreement, the Town of Tillsonburg agrees to the following: 1. Maintain support agreements with Diamond Municipal Solutions for the Microsoft Great Plains Dynamics financial software. 2. Maintain support agreements for Lotus Notes/Domino and suite of packages. 3. The County of Oxford through COIN maintains COIN and Internet connectivity including Cisco outer and PIX Firewall and that COIN retains responsibility for security through the FIX Firewall.