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HomeMy WebLinkAboutContracts & Agreements_147-2018PS 1 1 (5129118) AGREEMENT TO PERFORM PROFESSIONAL SERVICES This agreement for the provision of contract management software hosting services ("Agreement") is made and entered in this 31" day of July, 2018 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City") and LoadSpring Solutions, Inc ("Consultant") City and Consultant are sometimes individually referred to herein as a "Parry" and, together, as the "Parties" In consideration of the mutual promises contained herein, City and Consultant agree as follows ARTICLE I — ENGAGEMENT OF CONSULTANT 1 1 City hereby engages Consultant to provide contract management software hosting services for City (the "Services") 12 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 provide 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 21 The Services that Consultant shall perform are more particularly 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 this Agreement including, but not Iimited to, State prevailing wage laws ARTICLE 3 — RESPONSIBILITIES OF CITY 3 1 City shall make available to Consultant information in its possession that may assist Consultant in performing the Services 32 City designates Paul Toor, Municipal Utilities and Engineering Department Director, 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 define City's policies and decisions with respect to performance of the Services ARTICLE 4 — PERFORMANCE OF SERVICES 41 Consultant shall perform and complete the Services in a prompt and diligent manner Consultant shall complete the Services by July 30, 2019, unless the Services are terminated earlier as provided for herein 42 If Consultant's Services include deliverable electronic visual presentation materials, such materials shall be delivered in a form, and made available to the City, consistent with City 1 I 1ca1djm\Agreements\LoadSprmg 201 RTS 1 1 UPDATED docx PS 1 l (5129118) Council adopted policy for 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 Total compensation for Consultant's performance of the Services shall not exceed the amount of Fourteen Thousand One Hundred Seventy Two Dollars ($14,172 00) City shall pay Consultant on a time and materials basis up to the not to exceed amount in accordance with Exhibit "B" entitled "Fee Schedule" attached hereto and incorporated herein by reference 52 Consultant shall submit quarterly invoices to City describing the Services performed during the preceding months Consultant's invoices shall include a brief description of the Services performed, the dates the Services were performed, the number of hours spent and by whom, and a description of reimbursable expenses related to the Services City shall pay Consultant no later than thirty (30) days after receipt and approval by City of Consultant's invoice 53 Any notice or other communication required, or which may be given, pursuant to this Agreement, shall be in writing Any such notice shall be deemed delivered (i) on the date of delivery in person, (n) five (5) days after deposit in first class registered mail, with return receipt requested, (iii) 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 or express mail, in each case properly posted and fully prepaid to the appropriate address set forth below, or such other address as a Party may provide notice in accordance with this section city Consultant City Clerk Jim Smith, Executive Vice President City of Redlands LoadSpring Solutions, Inc 35 Capon Street 187 Ballardvale Street, B-210 P O Box 3005 (mailing) Wilmington, MA 01887 Redlands, CA 92373 ARTICLE 6 — INSURANCE AND INDEMNIFICATION 61 The following insurance coverage required by this Agreement shall be maintained by Consultant for 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 insurance and endorsements evidencing such insurance prior to commencement of the Services Insurance policies shall include a provision prohibiting cancellation or modification of the policy except upon thirty (30) days prior written notice to City 2 1 ka1dlm\Agreements%LoadSprmg 2018 PS 1 i UPDATED.doca Ps 1 1 (5129118) A Workers' Compensation and Employer's Liability insurance in the amount that meets statutory requirements with an insurance carrier acceptable to City, or certification to City that Consultant is self-insured or exempt from the workers' compensation laws of the State of California Consultant shall execute and provide City with Exhibit "C" entitled "Workers' Compensation Insurance Certification," which is attached hereto and incorporated herein by this reference prior to performance of the Services B Comprehensive General Liability insurance with carriers acceptable to City in the minimum amount of One Million Dollars ($1,000,000) per 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 or self-insurance maintained by City C Business Auto Liability coverage, with minimum limits of One Million Dollars ($1,000,000) per 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 or self- insurance 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 or death to persons or damage to property occasioned by any negligent act or omission by, or the willful misconduct of, Consultant, or 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 or 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 manner or 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 Reform Act because Consultant A Does not make a governmental decision whether to (i) approve a rate, rule or regulation, or adopt or enforce a City law, (ii) issue, deny, suspend or revoke any City permit, license, application, certification, approval, order or similar authorization or entitlement, (iii) authorize City to enter into, modify or renew a contract, 3 11ca1djm\Agreements\LoadSpring2019 PS 1 1 UPDATED.docx PS 1 1 (5129118) default by Consultant Upon receipt of a tennmation notice, Consultant shall Immediately discontinue Its provision of the Services and, within five (5) days of the date of any undisputed balance being settled, deliver or 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 have been accumulated by Consultant in performing the Services Consultant shall be compensated on a pro -rata basis for Services completed up to the date of termination 85 Consultant shall maintain books, ledgers, invoices, accounts and other records and documents evidencing costs and expenses related to the Services for a period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant pursuant to this Agreement Such books shall be available at reasonable times for examination by City at the office of Consultant 86 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 prior negotiations, written proposals or verbal agreements relating to such matters are superseded by this Agreement Except as otherwise provided for herein, any amendment to this Agreement shall be in writing, approved by City and signed by City and Consultant 87 This Agreement shall be governed by and construed In accordance with the laws of the State of California 88 If one or more of the sentences, clauses, paragraphs or sections contained in this Agreement is declared invalid, void or unenforceable by a court of competent 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 Attest J e Donaldson, City Clerk 5 I1ca1d1m1AgreementslLoadSpnng2018.PS I I UPDATED. doex LoadSpring Solutions, Inc Smith, Executive VP EXHIBIT "A" SCOPE OF SERVICES A Hosted Services PS t 3 (5129/18) Contractor shall provide premier hosting services for all needs for the City as it relates to Oracle Contract Management (CM) software for up to sixteen (16) users B Migration of Environment • With Contractors managed service platform offering, City shall maintain ownership of CM licenses • City shall maintain rights to bring back in house at any time • Contractor shall return database in same form as when originally accepted from the City • Data migration that occurs in the future shall be planned and managed by City personnel with Contractor assistance C Hosting Environment • Contractor shall provide use of four (4) data centers with ScaleMatrix in San Diego as primary and Sungard in Boston shall be the Disaster Recovery (DR) data center D Certification • ScaleMatrix and SunGard shall certify annually i ScaleMatrix is SSAE16/]SAE SOC 1 Type 2 certified, SSAE16/ISAE COS Type 2 certified, and SAS 70 certified E Uptime Percentage • Contractor shall guarantee a 99 9% uptime F Service Access and Remedy • LoadSpring Solutions (LSPR) shall ensure City access to all LoadSpring modules, software applications and services • In the event City cannot access identified services, City shall contract LSPR immediately • If an event of an SLA Incident occurs during identified business hours for a Measurable Downtime or Macro Disaster, LSPR shall credit City an amount equal to %z the monthly fee associated with the Program Set(s) which experienced Measurable Downtime in excess of that MOTE Standard Recovery Point Objective (RPO) of 24 hours will apply for City date components in the event the Micro/Macro disaster caused data loss unless a shortened RPO is defined in Service Order (SO) G Infrastructure Security, Management and Monitoring • LSPR shall be responsible for providing the following infrastructure components i Managed Firewall protection of all data center servers accessed and shared by City ii Managed Antivirus protection of all data center servers accessed and shared by City iii Advanced Non -Optional Security implementations including managed server and application patching/updates and infrastructure setups and procedures 6 I 1ca1djmlAgreementslLoadSpnng 2018YS I I UPDATED doex P5 i 1 (5/29/38) utilizing international standards and best practices for Information security Management identified by the NSA, ISO and other organizations iv Network connectivity from server equipment of a measurable bandwidth equaling or exceeding requirements of City to the public Internet v Secure network traffic encryption from City users system to LSPR data center servers using a combination of Secure Sockets Layer (SSL) and/or Secure ICA encryption software vi LSPR shall ensure all infrastructure and software components are repaired or replaced such that the amount of Measurable downtime does not exceed that allowed by the SLA Guarantee Standard RTO for these types of events shall be 24 hours maximum vii In the event of a Mega Disaster, the standard RTO will be a maximum of 5 days vin In the event of a Mega Disaster and LSPR's failure to meet either Standard RTO/RPO times, LSPR shall credit the City an amount equal to %z monthly recurring fee associated with the Program Set(s) which experienced measurable downtime in excess of either the RTO or RPO ix LoadSpring will take the following restoration actions 1 Data restores required due to LoadSpring created events shall be restored within the SLA Guarantee time to the last recovery point available Data restores required due to City created events shall be restored to the nearest recovery point x Backup and Recovery (Required due to LSPR Actions/Mis-actions or Disaster) All systems and data shall be backed up with offsite media storage procedures with the following schedule 1 Standard backup procedures include daily incremental backups and weekly full backups of the City's entire system 2 Each week, full tapes shall be removed from City's primary data center facility and stored offsite in a LoadSpring controlled fireproof safe 3 Additional Data Replications, with either Advanced RTO/RAO and/or Private Cloud options identified in the SO, shall run to a separate infacility SAN location throughout the day with replication to Secondary (or second Primary) facility consistent with the RTO/RPO requirements, for offsite disaster recovery 4 All data shall be backed up to tape every 30 days and removed from data center facility, stored in LSPR controlled fireproof safes and retained for 12 months On a rotating basis, the 2nd month of weekly full's shalll be retained Restorations will be completed (a) required due to LSPR controlled actions/mis-actions, within business hours 5 LoadSpring enforced procedural access includes Complex passwords (8 characters, one uppercase, one symbol, Sx password history, 60 day password change), SSL access to portal workspace, advanced User Administration for designated company managers 6 City shall be responsible for providing a minimum of one (1) City administrator responsible for adding, deleting and modifying usernames 7 11ca1djmlAgreementslLoadSpnng 2018 PS 1 3 UPDATED docx PS 1 1 (5129118) and passwords for authorized users Any/a 11 software application licenses and media not specifically provisioned by LSPR and identified in the SO H Technical Support • Business Hour Support LSPR technical support personnel shall be available via telephone at 978 685-9715 during the business hours of 5 00 AM and 3 00 PM PST or the advanced Service hours defined in the SO for response to technical issues related to LoadSpringT" functionality/access, hosted applications at a systems level, and/or printing/external device access If users cannot contact LSPR Support via telephone, City shall use online support database tool which will directly open and time stamp their case Response to these requests shall be based upon priority and time of submission Users will also submit support requests via email at support@loadspring com for issues not requiring immediate response After Business Hours Support If there is a critical emergency (Severity 1) any authorized user should contact their administrator who will have a notification method to contact emergency LSPR personnel 24 x 7 x 365 Users will also access FA(Xs and log a support issue directly through the LoadSpring PlatformT" by selecting the Support link ) 8 1.1ca1djmlAgreementslLoadSpring 2018 PS l t UPDATED docx PS 1 l (5129/18) EXHIBIT "B" Fee Schedule Item Rate Hosting Services (quarterly billing @ $3,543) not to exceed $14,172 00 1Acaldjm\Agreements\LoadSpnng 2018.PS 1 1 UPDATED.docx PS 1 l (5/29118) EXHIBIT "C" WORKERS' COMPENSATION INSURANCE CERTIFICATION Every employer, except the State, shall secure the payment of compensation in one or more of the following ways (a) By being insured against liability to pay compensation by one or more Insurers duly authorized to write compensation Insurance in this State (b) By securing from the Director of Industrial Relations, a certificate of consent to self insure, either as an Individual employer, or as one employer in a group of employers, which may be given upon furnishing proof satisfactory to the Director of Industrial Relations of ability to self -insure and to pay any compensation that may become due to his or her employees CHECK ONE �am aware of the provisions of Section 3700 of the Labor Code which requires every employer 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 or permitted under this Agreement (Labor Code §1861) I affirm that at all times, in performing the work and activities required or 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 workers' compensation laws of California, immediately I shall provide the City with a certificate of consent to self=insure, or a certification of workers' 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 LoadSpring Solutions, Inc Date By -L im Smith, Executive VP 10 I Icaldjmn AgreementslLoadSprmg 201 STS 1 1 UPDATED doex "A CMTHATWORKS" P.O. request CHECKLIST for Bids/Quotes (Check applicable) P.O. for: Continuance of software hosting services Account #: 501400 25%; 521400 25%; 211400 25%, 101400 25% Vendor: LoadSpring Solutions, Inc. Amount: $14,172 (not to exceed) 1. ® PR 2. ❑ Solicitation (RFB/Q) and NIB 3. ® Bid Responses/Analysis/Sole Source/City Clerk Tabulation 4. ❑ Single Bid Survey 5. ❑ W9 (on file) 6. ❑ Insurance (waiting to be received from LoadSpring) 7 ❑ Bond 8. ❑ Business License (waiting to be received from LoadSpring) 9. ❑ Staff Report (signed) 10. ❑ Agreement (signed) 11. ❑ City Council Minutes/Council Approval 12. ❑ SAM (Purchasing -internal) over $20,000 Completed By. _Jane Weathers Date- _7/13/18