HomeMy WebLinkAboutResolution 088-15RECORD OF RESOLUTIONS
Dayton Legal Blank, Inc., Form No. 30045
Resolution No. 88 -15 Passed
A RESOLUTION AUTHORIZING THE CITY MANAGER
TO ENTER INTO AN AGREEMENT WITH WASHINGTON
TOWNSHIP FOR THE PURPOSE OF PROVInTN G
CERTAIN INFORMATION TECHNOLOGY SERVICES
,20
WHEREAS, the City of Dublin has available Information Technology resources and
personnel including access to a fully functional Data Center managing
the Dublink Fiber network and a fully functional Service Desk operation; and
WHEREAS, Washington Township has limited resources and no dedicated
Information Technology Department and needs access to dedicated Information
Technology resources to manage ongoing technology services operations within the
Township; and
WHEREAS, the City of Dublin and Washington Township have expressed a mutual
interest in establishing an agreement to deliver Information Technology services to
the Township.
NOW, TH REFORE, BE IT RESOLVED by the Council of the City of Dublin, State
of Ohio, of the elected members concurring, that:
Section 1, The City Manager is hereby authorized to take any and all actions
necessary to execute the Master Services Agreement, in substantially the same form
as attached as Exhibit A.
Section 2. This resolution shall take effect upon passage in accordance with
Section 4.04(a) of the Revised Charter.
Passed this day of f% , 2015.
.i
)avy - Presiding OfFicer
ATTEST:
Clerk of Council
J
Office of the C*Ity Manager
5200 Emerald Parkway* Dublin, OH 43017-1090
itv of Dublin Phone: 614-410-4400 # Fax: 6114-410-4490
Cit
IV
To,v Dublin City Council
000
From* Dana L. McDaniel, City Mana r
Dates. December 3, 2015
llip
,15 0-111=
Re: Resolution 88-15 — Authorizing a Master Services Agreement with Washington
Township for the Purpose of Providing Certain Information Technology Services.
Washington Township Administrator Sara Ott and Fire Chief Alec O'Connell requested that the City
of Dublin enter into a Master Services Agreement with Washington Township for the delivery of
Information Technology services to the Township, foregoing existing service contracts and bringinl,-
the Township and the City into closer technology coordination, consistency, and quality of service.
The City can deliver telecommunications, Internet, Database, Server, and Data Storage service
from its Data Center located in the Metro Data Center. The City can deliver Desktop Support
Services from its dedicated Service Desk staff, currently located at the Dublin Municipal Buildin
Delivery of Technical Services to public entities is an appropriate use of the resources, capacity,
and expertise the City has developed. I
The City can most efficiently deliver these services using a Master Services Agreement with Service
Attachments. It is anticipated that the Service Attachments will ♦ adjusted, subject to Council
ratification, to reflect the changing nature of the technologies and the service levels and types that
will meet the needs of the Township and the abilities of the City.
Staff recommends approval of Resolution 88-15, authorizing the City Manager to enter into this
Master Services Agreement with Washington Township.
Master Services Agreement
Contents
Agreement.......................................................................................................
............................... 2
1.
Services, Products and Expenses Overview ..........................................
............................... 2
2.
Change Requests ....................................................................................
..............................2
3.
Client Responsibilities .............................................................................
............................... 2
4.
Acceptable Use Policy ............................................................................
............................... 3
5.
Master Services Agreement Term ..........................................................
............................... 5
6.
Master Services Agreement Termination ...............................................
............................... 5
7.
Service Attachment Tenn .......................................................................
............................... 5
8.
Service Attachment Termination - Other Bases .....................................
..............................6
9.
Fees and Expenses, Payment Terms and Default .................................
............................... 6
10.
Taxes ......................................................................................................
............................... 7
11.
WARRANTY & WARRANTY DISCLAIMERS .........................................
............................... 7
12.
Limitations of Liability ..............................................................................
............................... 8
13.
Independent Contractor ..........................................................................
............................... 8
14.
Covenants ................................................................................................
..............................8
15.
Insurance ................................................................................................
............................... 9
16.
Property Rights ......................................................................................
............................... 9
17.
Waiver ......................................................................................................
..............................9
18.
Force Majeure ...................................................................................... ...............................
10
19.
Notices ..................................................................................................
............................... 10
20.
Alternative Dispute Resolution Process ................................................
............................... 10
21.
Limitation of Actions ................................................................................
............................. 11
22.
Governing Law and Jury Waiver ...........................................................
............................... 11
23.
Severability ............................................................................................
............................... 11
24.
Equitable Relief .....................................................................................
............................... 11
25.
Survival ................................................................................................
............................... 11
26.
Assignment and Successors .................................................................
............................... 11
27.
No Third -Party Beneficiaries .................................................................
............................... 12
28.
Definitions .............................................................................................
............................... 12
29.
Amendment ...........................................................................................
............................... 15
30.
General Provisions ................................................................................
............................... 15
31.
Acceptance ...........................................................................................
............................... 16
1
Master Services
Agreement Dubhn
C0�5016438.1
Agreement
This Master Services Agreement for information technology services is entered into by and between the City
of Dublin, an Ohio city in Franklin, Delaware and Union counties, with offices at 5200 Emerald Parkway
Dublin, OH 43017 ( "Dublin ") and Washington Township an Ohio township in Franklin, Delaware, and Union
Counties, with offices at 6200 Eitennan Road, Dublin, Ohio 43016 ( "Client"), as of the Effective Date of
January 1, 2016 ( "Effective Date "). In consideration ofthe mutual promises and agreements made herein and
intending to be legally bound, Dublin and Client agree that Dublin shall provide Services and Products to
Client upon the following terms and conditions:
1. Services, Products and Expenses Overview
A. Service Attachments. Except for Supplemental Services, unless otherwise agreed to in writing by
both parties, all Services, Products, Fees and Expenses to be delivered by Dublin to Client are
limited to those described in a Service Attachment, and any amendments thereto. In the event of
any conflict between the provisions of a Service Attachment and this Master Services Agreement,
the specific provisions contained in the Service Attachment shall control.
B. Supplemental Services and Products. From time to time, Dublin, with Client's prior approval, may
provide Client with Supplemental Services, at Dublin's then - current rates.
2. Change Requests
A. If Client desires a change in Services or Products (if applicable) delivered under a Service
Attachment, Client shall deliver to Dublin a Change Request. Upon receipt of a Change Request,
Dublin shall, within ten (10) business days of receipt, review and return the Change Request to
Client along with a Service Attachment amendment setting forth the revised deliverables and Fees,
including the cost ofthe change and the impact ofthe change upon the Services delivery schedule,
if any.
B. Client shall, within five (5) business days thereafter, review Dublin's comments, and return to
Dublin an original, properly executed Service Attachment amendment.
C. Upon a complete and timely acceptance by Client, Dublin shall implement the changes per the
amended Service Attachment. No changes shall be effective until an amended Service Attachment
is properly executed by Client and Dublin, and Client agrees to pay any Fees due as a result of
the amendment. Dublin shall invoice Client for all fees that are incurred as a result of the
amendment, and Client shall pay these invoices in accordance to the terms and conditions set
forth in Section 9 below.
D. If Client does not timely accept the Dublin's proposed Service Attachment amendment, the
Change Request shall be deemed rejected and withdrawn by Client. All then - existing Service
Attachments shall remain in full force and effect until their natural expiration, or earlier termination,
in accordance with their terms and the terms of this Agreement.
3. Client Responsibilities
A. Client's use of the Services shall comply with all applicable laws and regulations, the terms of this
Agreement, and;
B. The following terms in this Section 3(B) shall apply only to Service Attachments with the words
"Managed Services" or "Hosted Services" or "Cloud Services" in the title of the Service
Attachment:
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encumbrances and shall be responsible for loss or damage to the Equipment and Covered
Devices while at the Client's Site.
As between the parties, Client is solely responsible for (a) all use (whether or not authorized)
of a Service, which use shall be deemed Client's use for purposes of this Agreement; and (b)
all content that is stored or transmitted via a Service. Client shall not upload, post, transmit or
otherwise make available on or via a Service any material (including any message or series
of messages) that violates or infringes in any way upon the rights of others, that is unlawful,
threatening, abusive, obstructive, harassing, libelous, invasive of privacy or publicity rights,
that in the circumstances would be obscene or indecent, that constitutes hate speech, that is
otherwise offensive or objectionable, or that encourages conduct that would constitute a
criminal offense, give rise to civil liability or otherwise violate any law or regulation. Dublin
may remove, or demand the removal of, content that in itsjudgment violates these standards.
The foregoing paragraph is inapplicable to law enforcement officials performing authorized
law enforcement activities.
Client agrees to: (a) conform its Covered Devices and Software to Washington Township's
then - current Network specifications and system requirements for the Services; (b) allow
Dublin, at its sole opinion and in its sole discretion, to monitor Client's traffic and content on
its Network, including through the use of automatic content filters (including without limitation
spam, virus and adult language sniffers and filters). Dublin shall have the right but not the
obligation, to upgrade, modify and enhance the Equipment (including related firmware) and
the Services and take any action that Dublin deems appropriate to protect the Equipment,
Services and its facilities. No upgrade, modification, or enhancement will be made without
Client's prior written consent, which shall not be unreasonably withheld. ; (c) provide Client
staff to act as Dublin's "smart hands" to perform simple On -Site tasks; and (d) participate in
Dublin's annual Client Satisfaction Survey.
4. Acceptable Use Policy
A. The following terms in this Section 4 shall apply only to Service Attachments with the words
"Managed Services" or "Hosted Services" or "Cloud Services" in the title of the Service
Attachment.
B. The Service may be used only for lawful and appropriate purposes. Client and its Users may not
transmit, retransmit, redirect, or store material in violation of federal or state laws or regulations
or industry or community standards, including, but not limited to, obscenity, indecency,
defamatory or material infringing trademarks or copyrights. Client and its Users may not abuse or
fraudulently use the Service or Equipment, nor allow such use by other parties given access to
Client's equipment. The foregoing paragraph is inapplicable to law enforcement and fire officials
performing authorized activities, including certain public safety functions typical of Fire and
Rescue personnel, their training and normal operations. The following illustrate some, but not all,
uses that are prohibited under this Acceptable Use Policy:
1. Child Pornography: It is illegal underfederal and state child exploitation statutes to possess,
produce, receive, transport or distribute by any means, including computer, visual depictions
of "sexual intercourse" and /or "sexually explicit conduct" involving persons under the age of
18.
2. Inappropriate Content: Using the services to transmit, distribute, redirect, or store material
that, as reasonably determined by Dublin, is inappropriate, obscene, defamatory, libelous,
threatening, abusive, hateful or which contains or incites violence.
3. Denial of Service: Engaging in activity that may or will interfere with the Service of another
user, host or network on the Internet. Users are also prohibited from activity considered a
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precursor to attempted security vlolatlons including, but not limited to, any Corm of scanning,
probing, or other testing or information gathering activity, without prior express written consent
from Dublin.
4. Distribution of Viruses: Intentional distribution of software, programs or messagesthat may
cause damage or annoyance to persons, data, and /or computer systems. Hosts not timely
secured or removed by Client may be blocked by Dublin from accessing the Network.
5. Forging Headers: Forging or misrepresenting a message header of an electronic
transmission originating or passing through Dublin's Network.
6. E -mail Spamming [or Mail- bombing]: The transmitting of unsolicited e-mail to multiple
recipients, sending large amounts of e-mail repeatedly that annoys, harasses or threatens
another person or entity, or attempts to use Dublin servers as a mail drop or name server for
SPAM. Sending unsolicited bulk e-mail from another Internet service provider's network
advertising or implicating any Service hosted or provided by Dublin, including without
limitation e-mail, web hosting, FTP and DNS services. The sending of e-mail with added
words /characters in an attempt to bypass Bayesian filters is prohibited. For bulk e- mailers on
the Dublin Network - removal of complainants is required, as is the creation of a master no-
send list. Bulk e- mailers may also be required to provide the complete confirmed opt -in
information for each complainant within 24 hours of the request. Bulk e- mailers will also be
required to demonstrate a definitive prior business relationship between the sender and the
recipient. Utilizing a Client affiliate program to generate leads makes Client responsible for
the actions of its Affiliates. This control includes, but is not limited to, blocking Affiliate links
and sending the affiliate traffic to a 404 error type page.
7. Fraudulent Activities: Fraudulent activities include, but are not limited to, intentional
misrepresentations or misleading statements, writings or activities made with the intent that
the person receiving it will act upon it; obtaining services with the intent to avoid payment;
and hosting of phishing websites.
8. Unauthorized Access: Unauthorized access includes, but is not limited to, the illegal or
unauthorized access to other computers, accounts, or networks; accessing or attempting to
access computer resources belonging to another party; attempting to penetrate security
measures of other systems; using Dublin Services not included in Client's contract; devising
ways to circumvent security in order to access unsubscribed Services; using the Services in
a manner that encumbers disk space, processors or other system resources beyond amounts
allowed by the specif c type of Service; and /or interfering with a Service, overloading a Service
or attempting to disable a host not assigned to Client.
9. Network Sabotage: Use of Dublin Equipment and Services in a manner that interferes with
others' use of the Internet or Dublin's Network.
10. Pyramid Schemes: Use of a fraudulent system of achieving financial gain, which requires
an endless stream of recruits for success.
11. Unlawful Acts: Use of Dublin Equipment and Services to violate the law or to aid any unlawful
act.
12. Non -e -mail Based Spamming: Posting of messages to newsgroups /blogs/services that
are irrelevant, blanket posting of messages to multiple newsgroups /blogs /services, and the
posting of annoying, harassing and /or threatening messages. Violation of any rules, policies
or charters posted online by any search engine, subscription web service, chat area, bulletin
board, webpage, or any other service accessed via the Dublin Network is prohibited.
13. Facilitating a Violation of this AUP: Advertising, transmitting, or otherwise making
available any software, program, product, or Service that is designed to allow a user to
violate this AU P. This includes, but is not limited to, the facilitation of the means to spam,
initiation of pinging, flooding, mail bombing, denial of service attacks, and piracy of
software.
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Blacklisting: Behavior by a Client that causes or could cause blacklisting must be remedied
within 48 hours of written, electronic or telephonic notice from Dublin. Activities that result in
re- listing are prohibited and must be stopped immediately. Known spammers, previously
unidentified, will be removed from the network once identified.
C. Violations and Enforcement. At Dublin's sole and reasonable discretion, violations of any
element of this AU P may result in a warning to the offender followed by suspension or termination
of the Service if Client does not cease the violation. Dublin may im mediately suspend or terminate
Service with or without notice if Dublin reasonably determines that a violation of the AUP has
occurred. Dublin will enforce this AU P according to the severity of the offense and violator's history
of priorAUP infringements. Severe and /or repeated offenses will result in immediate termination
of Service. Dublin is not liable for damages of any nature suffered by any Client, end -user, or any
Third -Party resulting in whole or in part from Dublin exercising its rights under this AUP. Dublin
has no practical ability to monitor all conduct, communications, or content that might violate this
AUP prior to its transmission over the Dublin Network but, where possible and necessary, may
do so at its discretion. Therefore, Dublin does not assume liability for others' violations ofthe AUP
or failures to terminate those violations. Dublin reserves the right to assess time and materials
charges to resolve Client issues that are not resolved by the Client in a timely manner.
D. Because Dublin acts only as a conduit for transmission of data it is not subject to the Health
Insurance Portability and Accountability Act (as per 65 FR 82476), or Gramm - Leach - Bliley Act
(as per 16 C.F.R. §314.2(d)); Client is solely responsible for complying with such statutes, rules
and regulations.
E. Dublin reserves the right to modify this AUP at any time without prior notification to Client.
However, such amendment shall not restrict or negatively affect any law enforcement officer
engaging in authorized law enforcement research or activities.
F. TO REPORT A VIOLATION OF THIS AUP OR AN ABUSE OF DUBLIN'S SERVICES, PLEASE
CONTACT: The City of Dublin Information Technology Service Desk via email at
helpdesk @dublin.oh.us, or by phone at (614) 410 -4444.
5. Master Services Agreement Term
A. Unless terminated as described in Section 6 below, the term of this Master Services Agreement
shall begin on the Effective Date and continue in full force and effect until such time as: (a) all
Service Attachments between Client and Dublin have expired or been terminated; and (b) Client
will not require future Services, Supplemental Services, or Products (if applicable) from Dublin.
6. Master Services Agreement Termination
A. If (i) all Service Attachments are inactive due to expiration, or have terminated upon their terms,
or have been terminated, as allowed under Section 8 below and (ii) Client will not require future
Services or Products (if applicable) from Dublin, then either party may terminate this Agreement,
by delivering prior written notice to the other party at least thirty (30) days prior to the desired
termination date. Otherwise this Agreement shall remain in full force and effect until conditions (i)
and (ii) above are met and proper notice has been given.
7. Service Attachment Term
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for one (1) year from its Effective Date.
B. Unless terminated as provided in Section 8 below, each Service Agreement shall, on its
anniversary, automatically renew for a successive term ( "Renewal Term "); ninety (90) days prior
to the Renewal Term commencing, Dublin shall provide written notification to Client of any
proposed fee adjustments, and Dublin and Client then shall negotiate, in good faith, any potential
changes in fees for each service provided under a Service Attachment.
8. Service Attachment Termination
A. A Service Attachment may be terminated prior to the expiration of any Term, without liability
(except for Service Fees owed to Dublin as set forth in the Service Attachment through the date
of termination), upon any of the following bases:
1. By the written agreement of both parties at any time;
2. For defaults other than those relating to Client's payment obligations under a Service
Attachment or Section 9 herein, either party may terminate a Service Attachment upon thirty
(30) days written notice of the other party's material breach of the Service Attachment,
provided that such material breach is not cured within thirty (30) days following one party
notifying the other party of such breach;
3. A Service Attachment shall terminate automatically within sixty (60) days after either party
becomes a voluntary or involuntary debtor in any action for bankruptcy protection,
reorganization, receivership, trusteeship, or liquidation; or makes an assignment of
substantially all its assets for the benefit of its creditors; and /or
4. Upon a default of any of Client's payment obligations under a Service Attachment or Section
9 herein, Dublin shall have the right to immediately terminate the Service Attachment.
5. By Client, at any time for any reason, upon thirty (30) days written notice to Dublin.
B. Upon the termination or expiration of a Service Attachment: (a) Dublin's obligations thereunder
shall cease; (b) Client promptly shall pay all amounts due and owing to Dublin for Services.
9. Fees and Expenses, Payment Terms and Default
A. Fees and Expenses.
Except for Supplemental Services, all Fees and Expenses will be stated on a Service Attachment
or an amendment thereto. Fees and Expenses for Supplemental Services will be charged to Client
at Dublin's then - current rates, unless otherwise mutually agreed to in writing by the parties.
B. Invoicing.
Dublin will invoice Client for recurring Services on the six month anniversary of the Service
Agreement and every six months thereafter. The invoice will be accompanied by service reports
outlined in the Service Attachments. Dublin will invoice Client for Supplemental Services
immediately after delivery. Dublin will invoice Client for all other Services or Products based upon
the terms set forth in the applicable Service Attachment.
C. Payment Terms.
Unless otherwise stated in a Service Attachment, Client shall pay by method satisfactory to Dublin
all invoiced Fees and Expenses in full within sixty (60) days of the invoice date.
D. Invoice Dispute.
Should Client dispute in good faith any portion of an invoice, Client shall notify Dublin, in writing
and prior to the due date of the invoice, of the disputed amount, the nature and basis of the dispute.
Each party shall use its best efforts to resolve the dispute prior to the invoice due date..
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E. Late Payments and Default.
If Client defaults by not timely paying a Dublin invoice, Dublin may charge Client interest at an
annual rate offfteen per cent (15 %) on all past due invoice amounts; and such interest shall accrue
on the unpaid balance from the day after an invoice becomes due until the invoice is fully paid.
F. Suspension of Services.
In the event that Client materially breaches the terms of this Agreement, Client agrees, Dublin may,
in addition to any other remedies available at law or in equity, suspend delivery of Services and /or
Products, in whole or in part, under this Agreement and all Service Attachments without notice to
Client. Dublin's right to suspend under this Section is in addition to Dublin's right to terminate all
Service Attachments and this Agreement for non - payment.
10. Taxes
A. All Fees and Expenses to be paid by Client are exclusive of any applicable sales, use, excise, or
services taxes, ("Taxes ") which may be assessed. Dublin will invoice Client, and Client will pay
directly or reimburse Dublin for such Taxes. Dublin will remit all collected Taxes to the appropriate
governmental authorities. The parties will cooperate with each other in determining the extent to
which any tax is due and owing under the circumstances, and shall provide and make available
to each other all resale certificates, exemption certificates, information regarding out -of -state use
of materials, services or sale, and other information reasonably requested by either party.
11. WARRANTY & WARRANTY DISCLAIMERS
A. Dublin warrants to Client that all Services and Supplemental Services provided by Dublin to Client
shall be performed in a good and workmanlike manner, in accordance with accepted industry
standards. Dublin also warrants to Client that Dublin and its Third -Party Service Providers, if any,
shall possess valid rights in and to the use of all Intellectual Property used by Dublin in delivering
Services to Client under the terms of any Service Attachment.
B. THE SERVICES, PRODUCTS, AND RELATED EQUIPMENT USED OR PROVIDED IN
CONNECTION WITH THIS AGREEMENT OR ANY SERVICE ATTACHMENT ARE NOT
COVERED BY ANY OTHER DUBLIN WARRANTIES OF ANY KIND; AND DUBLIN DISCLAIMS
ANY WARRANTIES NOT EXPRESSLY STATED HEREIN, EITHER EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NONINFRINGEMENT, SYSTEM
INTEGRATION, DATA ACCURACY, QUIET ENJOYMENT, MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, OR ARISING OUT OF A COURSE OF DEALING, USAGE
OR TRADE PRACTICE. NO ADVICE OR INFORMATION GIVEN BY DUBLIN, ITS AFFILIATES
OR ITS CONTRACTORS OR THEIR RESPECTIVE EMPLOYEES SHALL CREATE ANY
WARRANTY.
C. CLIENT ASSUMES ALL RISK AND RESPONSIBILIT Y FOR USE OF ALL SERVICES
INCLUDED THAT INVOLVE THE USE OF THE INTERNET. DUBLIN HAS NO CONTROL
OVER CONTENT APPLICABLE OR ACTIONS OCCURRING THROUGH ANY SERVICE; AND
DUBLIN DISCLAIMS ALL RESPONSIBILITY FOR SUCH CONTENT AND ACTIONS. DUBLIN
DOES NOT WARRANT THAT ANY SERVICE WILL BE UNINTERRUPTED, ERROR -FREE,
OR SECURE. IN ADDITION, CLIENT ACKNOWLEDGES AND AGREES THAT DUBLIN'S
THIRD -PARTY SERVICE PROVIDERS DO NOT MAKE ANY WARRANTIES TO CLIENT
UNDER THIS SERVICE ATTACHMENT, AND DUBLIN DOES NOT MAKE ANY WARRANTIES
ON BEHALF OF SUCH SERVICE PROVIDERS UNDER THIS AGREEMENT, EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON - INFRINGEMENT,
SYSTEM INTEGRATION, DATAACCURACY OR QUIET ENJOYMENT.
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12. Limitations of Liability
A. A. DUBLIN SHALL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL,
SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY SERVICE ATTACHMENT, REGARDLESS OF WHETHER OR NOT
DUBLIN HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE
AGGREGATE LIABILITY OF DUBLIN FOR ANY AND ALL REASONS AND FOR ALL
CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ALL
SERVICE ATTACHMENTS SHALL BE LIMITED TO THE LESSER OF: (1) THE FEES PAID
TO DUBLIN UNDER THIS AGREEMENT OR THE APPLICABLE SERVICE ATTACHMENT(S)
IN THE TWO (2) MONTHS PRECEDING THE DATE THAT THE CLAIM OR CAUSE OF
ACTION AROSE; OR (2) DUBLIN'S LIMITS OF LIABILITY INSURANCE. IN NO EVENT
SHALL DUBLIN'S AFFILIATES, CONTRACTORS OR THIRD -PARTY SERVICE PROVIDERS
OR SUPPLIERS HAVE ANY LIABILITY UNDER THIS AGREEMENT OR ANY SERVICE
ATTACHMENT.
13. Independent Contractor
A. Dublin and its Affiliates, contractors and sub - contractors shall perform all Services asindependent
contractors - and not as employees, agents or representatives of Client. Dublin shall not be
entitled to any privileges or benefits that the Client may provide to its employees. Dublin may
subcontract any or all of the Services hereunder; provided that the use of any such subcontractor
shall not relieve Dublin of any of its obligations hereunder. Neither party nor their respective
Affiliates, employees or agents shall be authorized to act or appear to act as a representative of
the other party, whether in performing Services or otherwise.
14. Covenants
A. Client covenants that
1. Client is a political subdivision organized, validly existing and in good standing under the laws
of the state of Ohio.
2. At the time of execution of each Service Attachment, Client will have performed, or will
perform, all necessary procedural acts, in accordance with all applicable federal and Ohio
laws, in order for Client: (i) to have full power and authority to execute, deliver and perform
the obligations set forth in each Service Attachment; and (ii) to consummate the transactions
contemplated hereby. Each Service Attachment incorporating this Agreement will be the
valid and binding obligation of Client, enforceable against Client in accordance with its terms.
The person signing each Service Attachment on Client's behalf is authorized to do so and
may bind the Client to all of the terms and conditions contained therein; and represents and
warrants that such person acting within the scope of his or her authority as an officer,
director, or duly authorized agent or employee of Client.
3. Client will provide Dublin necessary interaction with its personnel, and access to appropriate
documentation, records and facilities in orderfor Dublin to timely perform its obligations under
this Agreement and all Service Attachments.
B. Dublin covenants that
1. Dublin is a municipal corporation under the laws of the State of Ohio.
2. At the time of execution of each Service Attachment, Dublin will have performed, or will perform,
all necessary procedural acts, in accordance with all applicable federal and Ohio laws, in order
for Dublin: (i) to have full power and authority to execute, deliver and perform the obligations
set forth in each Service Attachment; and (ii) to consummate the transactions contemplated
hereby. Each Service Attachment incorporating this Agreement will be the valid and binding
obligation of Dublin, enforceable against Dublin in accordance with its terms. The person
signing each Service Attachment on Dublin's behalf is authorized to do so and may bind Dublin
to all of the terms and conditions contained therein; and represents and warrants that such
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person acting within the scope of his or her authority as an otficer, director, or duly authorized
employee of Dublin.
3. If Client is a governmental entity, Dublin will complete an Affidavit certifying to Client under the
penalty of perjury and /or falsification that Dublin is in compliance with Section 3517.13 of the
Ohio Revised Code, as amended.
4. It will perform all services, as described in service attachments, in a reasonable, good- faith, and
timely manner.
5. It will complete a Client HIPAA Business Associate Agreement
6. It will allow Client, or Client's representative, to audit Dublin's system one (1) time per year in
order to insure HIPAA security compliance.
15. Insurance
A. Client shall, at its own expense, secure and maintain in force, throughout the term of this
Agreement, broad form general liability insurance, with competent and qualified issuing insurance
companies, with minimum limits of not less than $1,000,000 US per occurrence for personal
injuries, wrongful death, survival, loss of consortium, and /or loss or damage to property. Such
insurance maybe provided in primary and excess, including umbrella or catastrophe, policy forms.
Client shall also carry such insurance as will protect it from all claims under any Worker's
Compensation laws in effect that may be applicable to it. Upon request, each party shall provide
the other party with evidence of the necessary insurance policies required under this section.
Neither party shall have the obligation to name the other party as an additional insured under any
policy of insurance.
16. Property Rights
A. The following terms in this Section 18 shall apply only to Service Attachments with the words
"Managed Services" or "Hosted Services" or "Cloud Services" in the title of the Service Attachment:
1. Ownership. All Dublin Property shall remain the sole and exclusive property of Dublin and /or
its suppliers. Client shall acquire no interest in the Dublin Property by virtue of the payments
provided for herein.
2. Use. If applicable, Client may use Dublin Property intended by Dublin to be provided in
conjunction with its delivery of Services. Client may not reproduce, modify or distribute Dublin
Property, nor use it for the benefit of any Third -Party. All rights in the Dublin Property not
expressly granted to Client are reserved to Dublin. Client will not open, alter, misuse, tamper
with or remove any Equipment. All Equipment shall remain as-is and where -is installed by
Dublin, and Client will not remove any markings or labels from the Equipment indicating
Dublin (or its Third -Party suppliers) ownership or serial numbers.
3. License Granted. If Software is provided to Client hereunder, Dublin grants Client a limited,
non - exclusive and non - transferable license to use such Software, in object code form only,
solely in conjunction with the related Services delivered by Dublin.
17. Waiver
A. A party's delay or failure to enforce any provision of this Agreement or of any Service Attachment
shall not be deemed a waiver of that party's rights with respect to that provision or any other
provision of this Agreement or the Service Attachment. A party's waiver of any of its rights under
this Agreement or a Service Attachment is not a waiver of any of its rights with respect to a prior,
contemporaneous or future occurrence, whether similar in nature or not.
18. Force Majeure -
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Either party shall be relieved of Its obligations under this Agreement and any Servic(
to the extent that its performance is delayed or prevented by a Force Majeure event.
B. Upon the occurrence of a Force Majeure event, the party whose performance is affected shall
give written notice to the other party describing the affected performance; and the parties shall
confer within two (2) business days, in good faith, to agree upon equitable, reasonable action to
minimize the impact on both parties, including without limitation implementing disaster recovery
services. The party whose performance is affected shall use its best efforts to minimize the delay
caused by the Force Majeure event and to re- commence its performance as if no Force Majeure
event had occurred.
19. Notices
A. All notices and communications concerning this Agreement or any Service Attachment shall be
made in writing and addressed as follows:
If to Dublin:
If to Client:
City Manager Dana McDaniel
Township Administrator Sara Ott
City of Dublin
Washington Township
5200 Emerald Parkway
6200 Eiterman Road
Dublin, Ohio 43017
Dublin, Ohio 43016
B. Unless otherwise provided herein, notices shall be sent by certified U.S. Mail, return receipt
requested, or by commercial overnight delivery service, or by facsimile, or by electronic mail, and
shall be deemed delivered when actually received by the other party. (the "Notice Date ")
C. The address to which such notices and communications are to be given may be changed by written
notice given by a party to the other party pursuant to this Section.
20. Alternative Dispute Resolution Process
A. Good Faith Negotiation.
1. The parties agree that before resorting to any formal dispute resolution process concerning
any dispute arising out of or relating to this Agreement or any Service Attachment, except in
disputes relating to breaches of Sections 12 through 14 herein, inclusive, the parties'
respective executive management will first attempt to engage in good faith negotiations in an
attempt to preserve their respective and mutual interests, including their continuing business
and professional relationship, and resolve the dispute amicably.
2. A party shall send a Section 17 notice to the other party, describing in reasonable detail the
basis of the dispute and requesting a meeting between the parties to begin negotiations.
3. Unless otherwise agreed in writing by both parties, negotiations shall begin within three (3)
business days after the Notice Date; and the parties shall conclude negotiations within
fourteen (14) calendar days after the Notice Date.
B. Continued Services.
1. Except as otherwise provided herein, Dublin shall continue to provide Services under this
Agreement and any Service Attachments, and Client shall continue to make payments to
Dublin, in accordance with this Agreement and any Service Attachment, during this
alternative dispute resolution process. If negotiations under this Section do not resolve the
dispute, the parties are free to proceed to litigation or agree in writing to submit the dispute
to another alternative dispute resolution forum.
21. Limitation of Actions
A. All claims under this Agreement or any Service Attachment must be initiated not later than one
year after the date of the act or omission that forms the basis of the dispute. The failure to perfect
a claim within this one (1) year limitation period shall forever bar the claim and cause of action.
10
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A. This Agreement and all Service Attachments shall be governed and construed in accordance with
the laws of the State of Ohio, without reference to its conflicts of law principles. Both parties agree
to submit to the jurisdiction of the courts of the state of Ohio; and further agree that jurisdiction of
any action between them shall be exclusively vested in the state courts of Ohio. Both parties further
agree that the venue of any action between them shall be exclusively vested in: (i) the state courts
located in Franklin County, Ohio, if the action is brought by Dublin; or (ii) the state courts located
in the county where Client maintains its principal office, if the action is brought by Client. Both
parties specifically waive any other choice of venue.
B. DUBLIN AND CLIENT HEREBY WAIVE THE RIGHT TO A JURY TRIAL IN ANY ACTION,
PROCEEDING, COUNTER - CLAIM, CROSS -CLAIM OR THIRD -PARTY CLAIM BROUGHT BY
EITHER DUBLIN OR CLIENT AGAINST THE OTHER PARTY.
23. Severability
A. If a court of competent jurisdiction finds any portion of this Agreement or any Service Attachment
is illegal, invalid or unenforceable, the offending portion shall be construed in accordance with
applicable law as nearly as possible to reflect the original intentions ofthe parties set forth herein,
and the remainder of this Agreement or any Service Attachment shall remain in full force and
effect.
24. Equitable Relief
A. A party cannot reasonably or adequately be compensated in damages in an action at law for
breach or threatened breach of Section 12, 13, or 14 herein; which would cause irreparable harm
and significant injury and damage to the aggrieved party. Therefore, the aggrieved party shall be
entitled, in addition to any other remedies it may have under this Agreement, any Service
Attachment, or otherwise, as provided by applicable law, to seek and obtain immediate preliminary,
interim and permanent injunctive relief, without requirement of posting any bond, or other equitable
relief to prevent or curtail any actual or threatened breach of such Sections.
25. Survival
A. The provisions of Sections 9 -35, inclusive, shall survive the termination or expiration of this
Agreement.
26. Assignment and Successors
A. Dublin and /or Client may not assign this Agreement, or any Service Attachment without the prior
written consent of the other party. Any assignment or attempted assignment in contradiction of this
Section shall be unenforceable, ineffective, and null and void.
B. Subjecttothe limitations on assignment, this Agreement and all Service Attachments shall become
binding upon the parties, their successors and permitted assignees.
27. No Third -Party Beneficiaries
A. There are no Third -Party beneficiaries to this Agreement or any Service Attachment; and neither
this Agreement nor any Service Attachment shall be construed to create any right enforceable by
any Person or Entity, other than the parties hereto.
28. Definitions
A. As used in this Agreement and all Service Attachments, the following terms are defined as follows:
1. "Affiliate" shall mean an Entity or Person who, directly or indirectly, (i) controls; (ii) is controlled
by; or (iii) is under common control with either Client or Dublin, as appropriate.
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2. "Agreement" shall mean this Master Services Agreement or a Service Attachment, as
appropriate.
3. "Application" or "Applications" shall mean Software that employs the capabilities of a Server
or a PC directly to a task that a User wishes to perform.
B. As used in this Agreement and all Service Attachments for Managed Services and /or Hosted
Services the following terms are defined as follows:
1. "Availability" is achieved when a Device is present and ready for use, accessible in a usable
form, or capable of responding to requests or processing, excluding minor malfunctions or errors
that do not preclude the material use or function of the Device.
2. "Back -Up" shall mean a Device that archives or restores Client Software and /or Data to or
from another Device.
3. "Change Request" shall mean the writing prepared by Client and submitted to Dublin in which
Client seeks to modify the scope of Services being provided under one or more Service
Attachments.
4. "Client" shall mean the Entity identified in the opening paragraph of this Agreement, and its
employees, agents, and officers.
5. "Client Site" or "Client Sites" shall mean the buildings and grounds occupied by Client.
6. "Competing Activities" shall mean:
a. As to Client and Client Affiliates; (a) being employed by; (b) acting as a representative,
consultant, broker or agent for; (c) being a director, officer, or advisor to; (d) being a
proprietor, principal, shareholder, creditor, investor, general partner, limited partner,
member, trustee, manager or other owner of, or (e) being an officer, director, or advisor to
any Person or Entity that sells, markets, or offers for sale any goods or services sold,
marketed or offered for sale by Dublin or any Dublin Affiliate; and /or
b. As to Client and Client Affiliates; assisting (financially or otherwise), controlling,
managing, owning, investing, providing advisory or consulting or other services to any
Person or Entity that sells, markets, or offers for sale any goods or services sold, marketed
or offered for sale by Dublin or any Dublin Affiliate; and /or
c. As to Client and Client Affiliates; being interested or connected in any manner with the
leadership, ownership, management, operation, promotion or control of any Person or Entity
that sells, markets, or offers for sale any goods or services sold, marketed or offered for sale
by Dublin or any Dublin Affiliate; and /or
d. As to Client and Client Affiliates; calling upon, soliciting, diverting, taking away, or
attempting to call upon, solicit, divert, or take away any past, existing or potential clients,
suppliers, vendors, manufacturers, partners, or accounts of Dublin or any Dublin Affiliates;
and /or
e. As to Client and Client Affiliates; hiring, attempting to hire, contacting with, attempting to
contract with or soliciting for employment or contract, any person who is an employee or
independent contractor of Dublin or any Dublin Affiliate; and /or
f. As to Client and Client Affiliates; using the name or marks, or any derivation thereof, of
Dublin or any Dublin Affiliate, in any proprietorship, partnership, corporation or any other
business; and /or
g. Asto Dublin and Dublin Affiliates; hiring, attempting to hire, contacting with, attempting to
contract with or soliciting for employment or contract, any person who is an employee or
independent contractor of Client or any Client Affiliate; and /or
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12
of Client or the Client Affiliates, in any proprietorship, partnership, corporation or any other
business.
7. "Compliant" shall mean a Device or and /or Software that meets or exceeds the minimum
criteria for specified by Dublin for each type of Device.
8. "Completion Notice' shall mean the notice provided by Dublin to Client indicating that
Services Specified in a Service Attachment have been completed by Dublin.
9. "Covered" shall mean, with respect to a Site, User or Device, that the Site, User or Device is
entitled to Services defined in a Service Attachment.
10. "Deliverable" shall mean all documentation, whether in hard copy or electronic form, such as
analyses, reports, manuals, test results, or any other item other than product provided by one party
to the other pursuant to the terms of a Service Attachment.
11. "Data" shall mean a body of facts or information, in an electronic format, and sufficient for
use or storage on a Device.
12. "DataForce" shall mean the brand of Services offered by Dublin; and protected under service
mark or other intellectual property laws.
13. "Device or 'Devices' shall mean any and all hardware and related firmware, including
without limitation all Network Devices, Specialty Servers, Servers, PCs, Printers, and /or IP
Phones.
14. "Effective Date' shall mean the January 1, 2016.
15. "End -of- Life' shall mean the last date that an Application, Device or Operating System is
available for purchase from its manufacturer.
16. "End -of- Support" shall mean the last date that an Application, Device or Operating System
is officially supported by its manufacturer.
17. "Entity' shall mean any general partnership, limited partnership, limited liability company,
corporation, professional corporation, joint venture, trust, joint stock company, cooperative,
unincorporated association, governmental entity or other political subdivision.
18. "EST' shall mean Eastern Savings Time, as adjusted by Daylight Savings Time.
19. "Exchange@" shall mean Exchange Server@ Software manufactured by Microsoft®.
20. "Expenses' shall mean the actual cost of the expenses incurred by Dublin in delivering
Services or Products to Client; including without limitation travel expenses, lodging, meals and
telecommunications expenses.
21. "Fees" shall mean all fees owed by Client to Dublin as a result of delivering Services or
Products to Client.
22. "Force Majeure" shall mean any condition or event caused in whole or in part by something
beyond a party's reasonable control, including without limitation: acts of God, terrorism, flood, fire,
explosion, earthquake, tsunami, volcanic eruption, tornado, hurricane, typhoon, other unusually
severe weather conditions, acts of war, civil or military authority, government regulations,
embargoes, epidemics, riots, insurrections, nuclear accidents, power blackouts, inability to secure
products or services of other persons or transportation facilities, acts or omissions of transportation
common carriers, and acts or omissions of public telecommunications carriers.
23. "Holidays' shall mean Dublin's recognized holidays, as amended, and which as of the
Effective Date include New Year's Eve, New Year's Day, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day, the day after Thanksgiving, Christmas Eve and Christmas Day.
24. "ICANN" shall mean the Internet Corporation for Assigned Names and Numbers.
25. "Intellectual Property" shall mean all intellectual and similar property rights including without
limitation patents, patent applications, inventions, discoveries, copyrights, licenses, trademarks,
trademark applications, trade secrets, service marks, service mark applications, trade dress,
mask work, Confidential Information, proprietary business and technical information, know -how,
software and databases and all embodiments and fixations thereof including all documentation,
13
Master Services Agreement Dubhn
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connection with any of the foregoing and all additions, improvements, and accessions to any of
the foregoing.
26. "IP Phones" shall mean all Internet Protocol telephones manufactured by Cisco Systems, Inc,
and used by Client.
27. "Management Services" shall mean the Services and the set of control mechanisms in place
to test, control and manage configuration changes and resolve problems, with any Covered
Device, in an effort to meet any applicable Service Level Thresholds.
28. "Master Services Agreement" shall mean this Agreement, containing all of the general terms
and conditions of the business relationship between Dublin and Client.
29. "Milestone" shall mean a specific goal, objective, or event pertaining to Services described
under the terms of a Service Attachment.
30. "Microsoft0" shall mean Microsoft Corporation, One Microsoft Way, Redmond, WA 98052-
6399.
31. "Dublin" shall mean City of Dublin, a City in Ohio; and its employees, agents, and officers.
32. "Dublin Affiliate" shall mean an Affiliate of Dublin.
33. "Network" shall mean all network infrastructure devices, including without limitation, Client's
UPS units attached to Network devices, network time clocks, switches, hubs, routers, IP KVM
switches, wireless access points, wireless controllers, frewalls, VPN concentrators, security
appliances.
34. "On- Site" shall mean those Services that require a Dublin technician or engineer to be
physically at a Client Site.
35. "Operating System" or "O /S" shall mean the source and object code software installed on a
Device, which is responsible for controlling the hardware in order to allow Users and Applications
to make use of the Device.
36. "PC" and "Personal Computer' shall mean a personal computer, and shall include its O/S and
Applications.
37. "Person" shall mean a natural person, and not an Entity.
38. "Printer" shall mean a Device that prints documents and is attached to Client's network either
via a Server or a direct Network connection.
39. "Project Plan" shall mean a plan documenting the aspects and timeline of the Services in a
Service Attachment.
40. "Property" shall mean all Intellectual Property, Devices and Software belonging to Dublin or
Client, as applicable.
41. `Remote" or "Remotely' with respect to Support or Management shall mean Services that
can be performed by Dublin personnel without being physically present at a Client Site.
42. "Routine' shall mean ordinary and customary.
43. "Server" shall mean a combination unit of a Device and Software which is linked to Client's
Network and which provides programs or services to Users or to other Devices. A "Specialty
Server" is a Server that runs a specific Application. Each "Virtual Machine' will be counted as a
Specialty Server.
44. " Service "or "Services"shall mean, individually and collectively, any and all servicesprovided,
or to be provided, by Dublin to Client, including without limitation all services set forth in the Service
Attachments, and any Supplemental Services.
45. "Service Attachment" shall mean a supplemental agreement for Services and /or Products
between Dublin and Client describing the Services and /or Products to be delivered, applicable
Fees, Expenses and specific terms, conditions, responsibilities and delivery schedules.
46. "Site" shall mean a specific Client Site.
14
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41. "Sottware shall mean all license rights, title and Interest owned by or Ieased to a party to this
Agreement or a Service Attachment, in and to the source code, object code, and all modifi cations
thereto, as applicable.
48. "SQL" shall mean the Structured Query Language database Server software manufactured
by MicrosoftO.
49. "Supplemental Services" area type oflimited Services provided by Dublin to Client on a "one -
off' or emergency basis, which Services are not included within a Service Attachment.
50. "Term" shall mean the period of time that a Service Attachment shall remain in full force and
effect.
51. "Third- Party" shall mean any Person or Entity other than Dublin or Client.
52. "Users' shall mean Client's authorized employees, agents, contractors and guests who use
Client's Network or Devices and /or receive Services under a Service Attachment.
29. Amendment
A. The remainder of the terms and conditions of this Agreement, and the terms and conditions of any
Service Attachments, can be modified or amended by both parties by written consent of both
parties.
30. General Provisions
A. The headings of the Sections in this Agreement, and any Service Attachment, are not part of the
Agreement, but are for the convenience of the parties.
B. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, and
neuter as the identity of the Persons) or Entity or Entities referred to may require, and all words
shall include the singular or plural as the context or the identity of Persons or Entities may require.
C. The parties hereto shall execute and deliver all documents, provide all information, and take or
forbear from all actions that may be reasonably necessary or appropriate to achieve the purposes
of this Agreement and all Service Attachments.
D. This Agreement, and any Service Attachment, may be executed in counterparts; each of which
shall have the same effect as original document.
E. The parties agree that they shall comply with all applicable laws and regulations of governmental
bodies or agencies in their performance under this Agreement and all Service Attachments.
F. This Agreement and the Service Attachments, constitute the entire understanding and agreement
between the parties with respect to the subject matter hereof and supersede any and all prior
negotiations, understandings and agreements, whether oral or written. The parties agree that the
terms and conditions contained herein and in the Service Attachments shall prevail over any
different terms and conditions contained in any purchase order issued by Client to Dublin, and that
such purchase order's varying terms shall have no force and effect.
31. Acceptance
A. Client's execution of one or more Service Attachments shall constitute acceptance of the terms of
this Master Services Agreement, as amended from time to time, as if Dublin and Client had both
caused this Master Services Agreement to be duly executed and delivered and enforceable as of
the Effective Date of each Service Attachment.
B. In the event of any conflict between the provisions of a Service Attachment and this Master
Services Agreement, the specific provisions contained in the Service Attachment shall control.
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IN WITNESS WHEREOF, the parties have executed this Contract as of the day and
year written below.
Washington Township
Sara G.Ott, Township Administrator
Date
City of Dublin, Ohio
BY:
Doug E. McCollough, Chief Information Officer
Date
BY:
Angel Mumma, Director of Finance
Date
BY:
Dana L. McDaniel, City Manager
Date
Approved as to Form:
Master Services Agreement Dubhn
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16
Stephen J. Smith, Law Director
Date
CERTIFICATE OF AVAILABILITY OF FUNDS
It is hereby certified that the amount required to meet the obligations of this Agreement in the
fiscal year in which the agreement has been made has been lawfully appropriated for the purposes
of the contract and is in the treasury or in the process of collection to the credit of an appropriate
fund free from any previous encumbrances, obligations, or certificates now outstanding.
Joyce Robinson, Fiscal Officer
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SERVICE AGREEMENT
This Service Agreement is entered into by and between the City of Dublin, an Ohio governmental entity,
with offices at 5200 Emerald Parkway, Dublin, Ohio 43017 ( "Dublin "), and Washington Township, an
Ohio governmental entity, with offices at 6200 Eiterman Rd., Dublin, Ohio 43016 ( "Client "), as of DATE
(the "Effective Date "). In consideration of the mutual promises and agreements made herein and
intending to be legally bound, Dublin and Client agree as follows:
1. City of Dublin Information Technology Services Overview
a. The terms and conditions under which The City of Dublin's Information Technology
Service will be provided are set forth in this Service Attachment and in Dublin's Master
Services Agreement, which may be modified from time to time, and which is
incorporated here by reference. In the event of any conflict between the Master
Services Agreement and this Service Attachment, the specific provisions contained in
this Service Attachment shall control.
2. City of Dublin Desktop Support Services
a. The City of Dublin will provide Client with Desktop Support Services selected by Client in
Section 2. The City of Dublin shall use commercially reasonable efforts to deliver the
service Monday Through Friday from 8:00 AM to 5:00 PM to Client as well as 24/7/365
On -Call Coverage using either the online method
( https: / /cityofdublin.freshservice.com /login /normal) or phone method.
b. Assist with Purchase Planning
i. The City of Dublin will provide assistance with purchasing decisions in regards to
PC hardware. Recommendations will be made using our supported hardware
matrix.
H. If requested, the City will provide recommendations on software purchases for
non - specialized applications (i.e. Adobe Standard, Microsoft Office, etc.).
c. Deployment
Imaging
1. The City of Dublin will provide a hardware agnostic standard
workstation image using a current version of the Microsoft desktop
operating system (this will require that Washington Township provide
an enterprise license key for Windows).
2. The City of Dublin will provide up to 3 model specific images per year
complete with all necessary driver software.
H. Software
1. Most software will be available using Remote Desktop Connections to a
server hosting the applications or will be deployed using a centrally -
managed software distribution technology.
d. Printing
i. It is recommended that Washington Township enter a managed print services
agreement with the same vendor as the City of Dublin to manage and support
its printer fleet.
e. Computer Repairs
i. Hardware repairs will be coordinated with City of Dublin support staff. This
would include basic internal component diagnostic repairs and coordination of
repairs covered by manufacturer's warrant.
f. Troubleshooting
i. Repair of issue will be attempted by using remote tools whenever possible. If
the issue is unable to be resolved using remote means, an on -site visit will be
performed.
g. Requesting Service
i. Hours of Coverage
1. Monday— Friday, 8 a.m. —5 p.m.
2. 24/7/365 On -Call Coverage using method ii below.
ii. Methods
1. Online - https: / /cityofdublin.freshservice.com /login /normal
2. Phone —( 614) 410 -4444 iii .Email— helpdesk(@dublin.oh.us
h. Active Directory Administration
i. Management of user accounts.
1. Create /modify user accounts.
2. Reset passwords
ii. Management of workstation accounts.
1. Ensure placement of proper containers.
iii. Group Policy
1. Create /modify group policies.
iv. Groups
1. Create /modify security and distribution groups
2. Add /remove members to groups.
3. City of Dublin Network Services
a. Infrastructure
i. Implementation and Monitoring
ii. Configuration management
b. Security
i. Firewall monitoring
ii. Firewall configuration
iii. Security review and recommendations
c. Wireless
i. Wireless monitoring
ii. Wireless Equipment and Configuration Management
7
d. Third party provided circuits
i. Vendor coordination
e. DNS
i. DNS management and hosting
f. Change Management
i. Oversee and manage network and security changes
ii. Documentation and History
g. Documentation
i. Overview documentation for all infrastructure
ii. Backups of configurations centrally stored and replicated
4. City of Dublin Server and Storage Management
a. Monitoring and Reporting
i. Monitor status of customer's servers
ii. Monitor available disk space on all servers
iii. Monitor SQL Health
iv. Monitor AD health
b. VMWare
i. Manage and monitor Vmware components
ii. Evaluate usage and make recommendations for changes as needed
iii. Troubleshoot/ Repair on all Vmware components as needed
c. Active Directory
i. Manage AD infrastructure and related components
1. DNS
2. GPO
3. OU Structure
4. AD Health
d. SQL Server Management
i. We will manage SQL server performance within constraints of the hardware
ii. Monitoring of SQL environment
iii. Recommendations of changes needed
iv. Configuration changes as approved
5. Service Attachment Fees
a. For the Services described in the Service Attachment, Client shall pay to the City of
Dublin the following Fees for the term set forth in the Master Services Agreement:
Annual Fees
Network Services and Server /Storage
Management
$30,540.26
(25% of 1 staff)
-de-sktop Support Services
$69,121.35
75% of 1 staff)
TOTAL
$99,661.61
3
Acceptance
IN WITNESS WHEREOF, the parties, by their authorized signers, have caused this Service Attachment to
be duly executed and delivered as of the date below, and enforceable as of the Effective Date.
WASHINGTON TOWNSHIP
Sara G. Ott, Township Administrator
Date
CITY OF DUBLIN, OHIO
Dana L. McDaniel, City Manager
Date
Douglas E. McCollough, CIO
Date