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Home My WebLink AboutVICAY Managed IT Services Agreement 05.08.2015.pdf Managed IT Support Services Agreement May 8, 2015 Sherpa Technologies, Inc. (ST) will provide Managed IT Support Services for the Village of Cayuga Heights (VICAY) for the purposes of providing ongoing Information Technology systems support including: management, installation, configuration, administration, troubleshooting, and consulting. The ST Support Engineers will provide on-site and remote IT services for 2 hours per week. The ST Support Engineer will provide a Status Report to a designated Client Contact. The format of the report will be agreed upon by both parties. This report will detail service task(s) performed, department for which service was performed (if applicable), and elapsed time for each task. The report will also include open/unresolved items and further work needed to complete resolution of any unresolved issue. Terms Under the auspices of this Agreement VICAY shall r eceive the reduced rate of $85/hr for approximately 2 hours per week of general support. This is discounted from our standard hourly rate of $95. Per on-site visit travel rate will be $20. The ST Support Engineer will request permission to exceed 2 hours of weekly support and pro vide the VICAY contact with rationale for additional time. This Agreement assumes that all services will be provided during ST’s regular working hours of 8:30am and 5:30pm Monday through Friday, exclusive of holidays. A list of ST’s holidays for the calendar year will be provided to VICAY. ST’s office hours are 9:00am to 5:00pm, Monday through Friday, excludin g holidays. In the case of an emergency, if work must be scheduled within five business days, our Emergency Tech Service (ETS) rate will apply: $110/hr during ST’s regular working hours and $165/hr outside of ST’s regular working hours. If the emergency work can be scheduled at least five business days in advance, our standard rate applies: $95/hr during ST’s regular working hours and $142.50/hr outside of ST’s regular working hours. VICAY shall reimburse ST for all direct expenses, including but not limited to demonstration materials, photocopying and long distance telephone calls. ST will gain prior permission from VICAY to incur direct expenses in excess of $50 during any given monthly period. ST will bill VICAY on a weekly basis for the services performed in the previous week. Terms of Payment are Net 30 days from date of invoice. A 1.5% interest charge per month ($3 minimum) is added to past due invoices. This Agreement is for 12 months, commencing June 1, 2015. Both parties reserve the right to cancel, or change hours for this service, upon 30 days written notice to the other. ST reserves the right to terminate this service immediately if payment is not received within 14 days of date due and upon 14 days written notice if an acceptable cure is not achieved. Checks will be made payable to: Sherpa Technologies, Inc. Mailed to: Sherpa Technologies, Inc. 102 Prospect St., Suite 100 Ithaca, NY 14850 Client Responsibilities VICAY will identify a member of its organization as the Client Contact. The Client Contact will serve as an authorized agent for VICAY in the day-to-day implementation of the Agreement. The Client Contact will provide task prioritization and serve as general liaison with the Sherpa staff. All decisions, both verbal and written, made by the contact will be understood as expressing the desires of VICAY. Mutual Confidentiality and Rights to Methods and Materials ST agrees that it shall keep all information received from VICAY and all reports created hereunder for VICAY strictly confidential and shall exercise all reasonable care to preserve the confidentia lity of any and all materials containing or incorporating such information or reports in its or their possession. Except as otherwise provided by law, ST agrees that it will use the information received or obtained hereunder, and any reports created for VICAY hereunder, only for the purpose of this Agreement. ST further agrees that it will not disclose or provide such information to any other person or entity without the express prior written permission of VICAY. VICAY shall keep proposals received from ST confidential, except as otherwise required by law. At the end of this Agreement all information received from VICAY will be returned to VICAY in no more than 30 days. VICAY, its servants, agents and employees shall keep in strict confidence all information relating to ST’s programs, documentation, techniques, systems and know-how received or obtained hereunder (hereafter, “the Information”), and shall preserve the confidentiality of any and all materials containing or incorporating such Information in its possession. VICAY further agrees that it will not disclose or provide such Information to any other person or entity without the express prior written permission of ST. The respective confidentiality obligations of ST and VICAY shall not apply to Information which (i) is or becomes generally known to or available for use by the public other than by breach of the Agreement by such party, or (ii) was in such party’s possession at the time of disclosure and was not acquired, directly or indirectly, fr om the other party, or (iii) was received from a third party who did not receive such information, directly or indirectly, from the other party. Mutual Restrictive Covenant From the date of this Agreement until one (1) year after the expiration or termination hereof, VICAY shall not knowingly, without written prior consent from ST, solicit the employment of or entice away any employee, consultant or independent contractor of ST who served as such at any time during the term of this Agreement (whether as a full or part-time employee, consultant or independent contractor); or be an employer, directly or indirectly, of a ST employee. VICAY acknowledges that, in the event of a breach of this section of the Agreement, ST is entitled to seek equitable remedies including, but not limited to, injunctive relief to restrain any breaches hereof. From the date of this Agreement until one (1) year after the expiration or termination hereof, ST nor any Board member of ST, shall not knowingly, without written prior consent from VICAY, solicit the employment of or entice away any employee, consultant or independent contractor of VICAY who served as such at any time during the term of this Agreement (whether as a full or part-time employee, consultant or independent contractor); or be an employer, directly or indirectly, of a VICAY employee. ST acknowledges that, in the event of a breach of this section of the Agreement, VICAY is entitled to seek equitable remedies including, but not limited to, injunctive relief to restrain any breaches hereof. Mutual Limitation of Liability ST shall not be liable for any consequential, exemplary or incidental damages, even if advised of the possibility of such damages, including but not limited to loss of profits, time, effort, or data, due to consulting activities carried out by ST in good faith. ST shall not be construed to represent third party vendors in any way, nor does ST warrant the accuracy of claims made by third party vendors. ST shall not be liable for any consequential, exemplary or incidental damages due to the claims or activities of third party vendors. VICAY shall not be liable for any consequential, exemplary or incidental damages, even if advised of the possibility of such damages, including but not limited to loss of profits, time, effort, or data, due to consulting activities carried out by VICAY in good faith. VICAY shall not be construed to represent third party vendors in any way, nor does VICAY warrant the accuracy of claims made by third party vendors. VICAY shall not be liable for any consequential, exemplary or incidental damages due to the claims or activities of third party vendors. This agreement shall be governed by the laws of the State of New York and contains the full and complet e understanding of the parties with respect to the subject matter hereof and supersedes all prior representations and understanding whether written or oral. Village of Cayuga Heights Sherpa Technologies, Inc. By____________________________________ By___________________________________ Title____________________________________ Title__________________________________ Date___________________________________ Date________________________________ VICAY Primary Contact(s):