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HomeMy WebLinkAboutContracts & Agreements_74-2018AGREEMENT TO PERFORM PROFESSIONAL SERVICES This agreement fot the provision of ShoreTel Phone System Support services ("Agreement") is made and entered in this 26"' day of Febi uary, 2018 ("Effective Date'), by and between the City of Redlands, a municipal corporation ( `City)' and IntelesysOne ("Consultant") City and Consultant are sometimes individually referred to herein as a "Party" and, togethei, as the `Parties ' In consideration of the mutual promises contained herein, City and Consultant agree as follows ARTICLE 1 — ENGAGEMENT OF CONSULTANT 1 l City hereby engages Consultant to provide ShoreTel Phone System Support services foi City's Management Services Department (the "Services") 1 2 The Services shall be performed by Consultant in a professional manner, and Consultant represents that it has the skill and the professional expertise necessary to piovide the Services to City at a level of competency presently maintained by other practicing professional consultants in the industry providing like and similar types of Services ARTICLE 2 — SERVICES OF CONSULTANT 2 1 The Services that Consultant shall perforin are more particulat ly described in Exhibit "A," entitled "Scope of Services," which is attached hereto and incorporated herein by reference 22 Consultant shall comply with applicable federal, state and local laws and regulations in the performance of the Services ARTICLE 3 — RESPONSIBILITIES OF CITY 3 1 City shall make available to Consultant public information in its possession that may assist Consultant in performing the Services 32 City designates Danielle Garcia, Dnectoi of Management Services, as City's representative with respect to performance of the Services, and such person shall have the authority to transmit instructions, receive information, interpret and deme City's policies and decisions with respect to performance of the Services ARTICLE 4 — PERFORMANCE OF SERVICES 4 1 Consultant shall perform the Services in a prompt and diligent mannel The Services shall commence on the Effective Date of this Agreement, and shall be completed to the satisfaction of City by February 26. 2020, unless the Services are terminated earliet as provided for herein 11ca\djmlAgreemenls%SltoreTel System Support Proiessionat Services Agreement.docx 42 If Consultant's Services Include deliverable electronic visual presentation materials such matetials shall be delivered in a form, and made available to the City, consistent with City Council adopted policy foi the same It shall be the obligation of Consultant to obtain a copy Of such policy from City staff ARTICLE 5 — PAYMENTS TO CONSULTANT 5 1 The total compensation foi Consultant's performance of the Services shall not exceed the amount of Twenty Nine Thousand Three Hundred Seventy Two Dollars ($29,372) City shall pay Consultant on a time and mater ials basis for any woi lc that may fall outside of the scope of services in Exhibit "A", in accordance with Exhibit "C" entitled "Project Costs and Hout ly Rates " Exhibit "C" is attached hereto and Incorporated herein by this reference 52 Consultant shall submit monthly invoices to City describing the Services performed during the preceding month Consultant's invoices shall include a bi ief description of the Services performed, the dates the Services were performed, the number of hours spent and by whom City shall pay Consultant no latei than thirty (30) days aftei receipt and approval by City of Consultant's invoice 53 Any notice of othet communication required. of which may be given, pursuant to this Agreement, shall be in writing Any such notice shall be deemed delivered (t) on tine date of delivery in person, (ii) five (5) days aftei deposit in first class registered mail, with return receipt requested, (rn) on the actual delivery date if deposited with an overnight courier, or (iv) on the date sent by facsimile, if confirmed with a copy sent contemporaneously by first class, certified, registered of express mail, in each case propel ly posted and fully prepaid to the appropt late address set forth below, or such othet address as a Party may provide notice in accordance with this section City Consultant Danielle Garcia, Directoi Mat la Vargas, Account Manager Management Services Department IntelesysOne City of Redlands 3155-B East Sedona Court 35 Cajon Street, Suite 222 Ontai io, CA 91764 PO. Box 3005 (mailing) Redlands, CA 92373 ARTICLE 6 — INSURANCE AND INDEMNIFICATION 6 1 The following insurance coverage required by this Agreement shall be maintained by Consultant foi the duration of its performance of the Services Consultant shall not perform any Services unless and until the required insurance listed below is obtained by Consultant Consultant shall provide City with certificates of insutance and endorsements in a form reasonably satisfactory to City evidencing such insurance prior to commencement of the Services Insurance policies shall include a provision prohibiting cancellation of the policy except upon thirty (30) days pr iot written notice to City, ten (10) days' notice if cancellation is 11caldprnlAgree:uentslShoreTel system Support professional Services Agreement,docx due to nonpayment of premium A Workers' Compensation and Employet's Liability insurance in the amount that meets statutory requirements with an insurance carnei acceptable to City, of certification to City that Consultant is self-insured of exempt from the workers compensation laws of the State of California Consultant shall execute and provide City with Exhibit `C" entitled "Woikers' Compensation Insurance Certification," which is attached hereto and incorporated herein by this reference prioi to performance of the Services B Comprehensive General Liability insurance with carriers acceptable to City Minimum coverage of One Million Dollars ($1,000,000) Pei occurrence and Two Million Dollars ($2,000,000) aggregate for public liability, property damage and personal injury is required City shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance of self-insurance maintained by City C Professional Liability insurance in the amount of One Million Dollars ($1,000,000) per claim made D Business Auto Liability coverage, with minimum limits of One Million Dollars ($1,000,000) Pei occurrence, combined single limit bodily injury liability and property damage liability This coverage shall include all Consultant owned vehicles used in connection with Consultant's provision of the Services, hired and non -owned vehicles, and employee non -ownership vehicles City shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance of self- insurance elfinsurance maintained by City 62 Consultant shall defend, indemnify and hold harmless City and its elected officials, employees and agents from and against any and all claims, losses or liability, including attorneys' fees, arising from injury of death to persons of damage to property occasioned by any negligent act or omission by, of the willful misconduct of, Consultant, of its officers, employees and agents in performing the Services ARTICLE 7 — CONFLICTS OF INTEREST 71 Consultant covenants and represents that it does not have any investment of interest in any real property that may be the subject of this Agreement or any other source of income, interest in real property or investment that would be affected in any mannet of degree by the performance of Consultant's Services Consultant further covenants and represents that in the performance of its duties hereunder, no person having any such interest shall perform any Services under this Agreement 72 Consultant agrees it is not a designated employee within the meaning of the Political 11ca\d,1m1Agreemettls\ShoreTel System Support i'rofesstonal services Agreement.docx Reform Act because Consultant A Does not make a governmental decision whether to (i) approve a rate, rule of regulation, of adopt of enforce a City law, (ii) issue, deny, suspend of revoke any City permit, license, application, certification, approval, order or sirmlai authorization of entitlement, (ill) atithoiize City to entet into, modify of renew a contract, (iv) grant City approval to a contract that requires City approval and to which City is a party, of to the specifications far such a contract, (v) grant City approval to a plan, design, report, study of similar item (vi) adopt, of grant City approval of, policies, standards of guidelines fot City of for any subdivision thereof B Does not serve in a staff capacity with City and in that capacity, participate in making a governmental decision of otherwise perform the same or substantially the same duties foi City that would otherwise be performed by an individual holding a position specified in City's Conflict of Interest Code under Government Code section 87302 73 In the event City determines that Consultant must disclose its financial interests, Consultant shall complete and file a Fail Political Practices Commission Form 700, Statement of Economic Interests, with the City Clerk's office pursuant to the written instructions provided by the City Clerk ARTICLE 8 — GENERAL CONSIDERATIONS 8 1 In the event any action is commenced to enforce of interpret any of the terms or conditions of this Agreement the prevailing Party shall, in addition to any costs and othet relief, be entitled to the recovery of its reasonable attorneys' fees, including fees foi the use of in- house counsel by a Party 82 Consultant shall not assign any of the Services, except with the prior written approval of City and in strict compliance with the terms and conditions of this Agreement 83 Records, drawings, designs, cost estimates, electronic data files, databases and any other documents developed by Consultant in connection with its performance of the Services, and any copyright interest in such documents shall become the property of City and shall be delivered to City upon completion of the Services, or upon the request of City Any reuse of such docurnents, and any use of incomplete documents, shall be at City's sole risk 4 i Icald�ntlAgrcemcntslSharene] System Support Professional Services Agreement.doex 84 Consultant is fol all purposes under this Agreement an independent contractor and small perforin the Services as an independent contractor Neithet City nor its agents shall have control over the conduct of Consultant of Consultant's employees, except as herein set forth Consultant shall supply all necessary tools and instrumentalities required to perform the Services Assigned personnel employed by Consultant are foi its account only and in no event shall Consultant of personnel retained by it be deemed to ]lave been employed by City of engaged by City foi the account of, of on behalf of City Consultant shall have no authoi ity, express of implied, to act on behalf of City in any capacity whatsoever as an agent, nor shall Consultant ]lave any authority, express of implied, to bind City to any obligation 85 Unless eai lies terminated as provided foi. below, this Agreement shall terminate upon completion and acceptance of the Services by City This Agreement may be terminated by City, in its sole discretion, by providing not less than five (5) days piioi written notice to Consultant of City's intent to terminate If this Agreement is terminated by City, an adjustment to Consultant's compensation shall be made, but (1) no amount shall be allowed foi anticipated profit of unperformed Services, and (2) any payment due Consultant at the time of termination may be adjusted to the extent of any additional costs to City occasioned by any default by Consultant Upon receipt of a termination notice, Consultant shall immediately discontinue its provision of the Services and, within five (5) days of the date of the termination notice, deliver of otherwise make available to City, copies (in both hard copy and electronic form, where applicable) of project related data, design calculations, drawings, specifications, reports, estimates, summaries and such other information and materials as may ]lave been accumulated by Consultant in performing the Services Consultant shall be compensated on a pro -rata basis foi Services completed up to the date of termination 86 Consultant shall maintain books, ledgers, invoices, accounts and other records and documents evidencing costs and expenses related to the Services far a period of three (3) years, of foi any longei period required by law, from the date of final payment to Consultant pursuant to this Agreement Such books shall be available at reasonable tunes for examination by City at the office of Consultant 87 This Agreement, including the Exhibits incorporated herein by reference, represents the entire agreement and understanding between the Parties as to the matters contained herein, and any pi ioi negotiations, written proposals or verbal agreements relating to such matters are superseded by this Agreement Except as otherwise provided foi herein, any amendment to this Agreement shall be in writing, approved by City and signed by City and Consultant 8 8 This Agreement shall be governed by and construed in accordance with the laws of tine State of California 89 If one of more of the sentences, clauses, paragraphs or sections contained in this Agreement is declared invalid, void oi. unenforceable by a court of competent 5 1 1ca\djm\.Agreentenls\ShoreTe1 System Support Professional Services Agreemenl.doex jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall not affect, impair or invalidate the remaining sentences, clauses, paragraphs or sections contained herein, unless to do so would deprive a Party of a material benefit of its bargain under this Agreement IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have signed in confirmation of this Agreement CITY OF REDLANDS INTELESYSONE By• By �/ r�� — Enrique IVIrinez, C>Ity Mana r Marta Var , A count Manager Attest J ne Donaldson, City Clerk 6 1 IcaldjmlAgreementslShore`rel System Support - Professional Services Agreement.docx EXHIBIT "A" Scope of Sea -vices o Phone Software Support o IntelesysOne will assist maintaining of altet ing the following features Core software on the ShoreTel servers, switches, and appliances ■ Handset firmware Comnnumcatot software installed on desktops o High Availability o IntelesysOne will assist in maintaining high availability of the ShoreTel system ror purposes of conducting business and providing services including public safety, the central components of the system should be architected to provide maxiinurn uptime and reliability o There should be an annual testing of high availability to ensure that if the WAN, HQ servei, or DVS server should lose connectivity there will still be call functionality at all sites o Disastei Recovery o IntelesysOne will assist in maintaining or altering disastei recovery procedures for the VoIP system Backups should be reviewed to ensure all configurations and databases are propeily being backed This may include scripts and/oi scheduled tasks on the ShoreTel servers o Contact Center Call Routing o IntelesysOne will mainta or alter settings within the ShoreTel Contact Center These could include, but not limited to Routing calls to staff with expertise in a particulat area ■ Provide callcrs with their expected wait time ■ Customizable agent screens ■ Allow supervisor to modify staff in each skill set o Reporting and Monitoring o IntelesysOne will assist maintaining of altering the following features ■ Ability to create custom reports ■ Ability to export standard and custorn reports to common formats such as csv, xis, etc Ability to vtew histot ical reports in varied time segments o Real Time Display for Agents/Supervisors on the following o Agent time in status o Number of calls by skill set and wait time o Additional monitoring capabilities in the following areas must be provided o Remote monitoring of agent calls o IntelesysOne shall provide comprehensive information on ShoreTel VoIP system support procedures for manufacturer and vendoi support These procedures should include the following but are not limited to o Hours of available support o Methods of contact o Respondent response tines aftet the initial incident has been reported 7 1'1ca1dpnlAgreements\SUo€eTel system Support Professional Semees Agreemem.docx a Online support resources o Detail active monitoring support features and support o Response Mmes o Majoi/Minoi problems including desci iptions and definitions of majoi and minor problems o Replacement times for all ci itical liardware/software o Emergency installation I'1ca\djmlAgrecntents\SitoreTel System Support Protess€octal Services A,ree€nent.doea EXHIBIT "B" Project Schedule o This support contract for ShoreTel Phone System Support shall be In place fol two years spanning February 26, 2018 through February 26. 2020 I-1ca1dynlAgreemen€s\Shorc7'ei System Support Professional Services Agreement.doex EXHIBIT "C" Project Costs and Hourly Rates Description I Cost Scope of Services included as part of agreement I $29,372_/ Two Years Labor Rate Table Description Cost/Hour Out of Scope T&M Remote Service $140/Hr Out of Scope T&M Onsite Service $175/Hr 10 1.Icald]mlAgreements\ShoreTel System Support Professional Services Agreement.docx EXHIBIT ""I)" WORKERS' COMPENSATION INSURANCE CERTIFICATION Every employer, except the State shall secure the payment of compensation in one of more of the following ways (a) By being Insured against liability to pay compensation by one of more Insurers duly authorized to write compensation Insurance In this State (b) By securing from the Director of Industr lal Relations. a certificate of consent to self -insure, either as an individual employer, of as one employer in a group of employers, which may be given upon furnishing proof satisfactory to the Directoi of Industrial Relations of ability to self -Insure and to pay any compensation that may become due to his of her employees CHECK ONE I am aware of the provisions of Section 3700 of the Labor Code which requires every employet to be Insured against liability for Workers Compensation or to undertake self-insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the work and activities required of permitted under this Agreement (Labor Code § 186 1) I affirm that at all tines, in performing the work and activities required of permitted under this Agreement, I shall not employ any person In any manner such that I become subject to the workers' compensation laws of California However, at any time, if I employ any person such that I become subject to the wotkers' compensation laws of California, immediately I shall provide the City with a certificate of consent to self -insure, of a certification of wotkers' compensation insurance I certify under penalty of perjury under the laws of the State of California that the information and representations made in this certificate are true and correct IntelesysOne By Date Matra gas Account Manager II I %caldjtnlAgreements\ShoreTel System Suppon t'rotess€onal Seng€ces A,reement.docx