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HomeMy WebLinkAboutContracts & Agreements_193-2014_CCv0001.pdf AGREEMENT TO PERFORM PROFESSIONAL SERVICES This agreement for the provision of phone system and network integration services ("Agreement") is made and entered in this 25t1' day of September, 2014 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City") and Client First Technology Consulting ("Consultant"). City and Consultant are sometimes individually referred to herein as a "Party" 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 certain phone system and network integration services for City's Innovation and Technology Department(the "Services") as set forth in Exhibit "A," entitled "Scope of Services, which is attached hereto and incorporated herein by reference. 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 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. 1.3 Consultant shall comply with applicable federal, state and local laws and regulations in the performance of this Agreement including, but not limited to State prevailing wage Iaws. ARTICLE 2—RESPONSIBILITIES OF CITY 2.1 City shall make available to Consultant information in its possession that may assist Consultant in performing the Services. 2.2 City designates Danielle Garcia, Chief Innovation Officer, 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 3—PERIOD OF SERVICE 3.1 This Agreement shall commence on its Effective Date and shall continue until the Services have been accepted as complete by City. ARTICLE 4—PAYMENT AND NOTICE 4.1 Compensation for Consultant's performance of Services shall not exceed the amount of Twenty Thousand dollars ($20,000). City shall pay Consultant on a time and materials basis up to the not to exceed amount, in accordance with Exhibit "B" entitled "Project - I - 1:1ca1dimlAgreementslClient First-Phone Network Services 4.2014.doc Costs," and based upon the hourly rates shown in Exhibit "C," entitled "Rate Schedule." Both Exhibits "13"and"C" are attached hereto and incorporated by this reference. 4.2 Consultant shall submit monthly invoices to City describing the Services performed during the preceding month. Consultant's invoices shall include a brief description of the Services performed, the dates the Services were performed, and the number of hours spent and by whom, and a description of reimbursable expenses related to the project. City shall pay consultant no later than thirty (30) days after receipt and approval by City of Consultant's invoice. 4.3 At any time during the term of this Agreement, City may request that Consultant perform Extra Services. As used herein, "Additional Services" means any work which is determined necessary by City for the proper completion of the project or work for which the Services are being performed, but which the Parties did not reasonably anticipate would be necessary at the time of execution of this Agreement. Provided the Extra Work does not exceed twenty percent (20%) of the compensation to be paid by City to Consultant for the Services, such Extra Work may be agreed to by the Parties, by written amendment to this Agreement, executed by the City Manager. Consultant shall not perform, nor be compensated for, Extra Work without such written authorization from City. Examples of Extra Work include: additional billable hours to accomplish in-scope items in the event that the amount of hours budgeted is not sufficient to complete tasks based on in-situ conditions related to the antiquated phone system. 4.4 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 day of delivery in person; (ii) 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 contetnporaneoLis ly 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 part may provide notice of in accordance with this section: city Consultant Danielle Garcia, Chief Innovation Officer David Krout, Principal Department of Innovation and Technology 1181 California Avenue City of Redlands Suite 101A 35 Cajon Street, Suite 222 Corona, CA 92881 P.O. Box 3005 (mailing) Redlands, CA 92373 - 2 - 1:\c,i\djm\Agrecmcnls\Clicnt first-Pltone Network scrvices 9.2014.doe ARTICLE 5— INSURANCE AND INDEMNIFICATION 5.1 Insurance 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 Iisted 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. 5.2 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 provide City with Exhibit "D," entitled "Workers' Compensation Insurance Certification," which is attached hereto and incorporated herein by this reference prior to occupancy of the Premises. 5.3 Consultant shall secure comprehensive general liability insurance with carriers acceptable to City. Minimum coverage 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. 5.4 Consultant shall secure professional liability insurance in the amount of One Million Dollars ($1,000,000) per claim made. 5.5 Consultant shall secure business auto liability coverage, with minimum limits of One Million Dollars ($1,000,000) per occurrence, combined single limit bodily injury Iiability 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. 5.6 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 onission, or willful misconduct, of Consultant, or its officers, employees and agents in performing the Services. ARTICLE 6—CONFLICTS OF INTEREST 6.1 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 Incorne, Interest in real property or investment that would be affected in any manner or -3 - I;\ca\djm\Agerccmcnfs\Client First-Phone Network Serviccs 9.2014.doe 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. 6.2 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 the City to enter into, modify or renew a contract; (iv) grant City approval to a contract that requires City approval and to which City is a party, or to the specifications for such a contract; (v) grant City approval to a plan, design, report, study or similar item; (vi) adopt or grant City approval of, policies, standards or guidelines for City or for any subdivision thereof. B. Does not serve in a staff capacity with City and, in that capacity, participate in making a governmental decision or otherwise perform the same or substantially the same duties for 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. 6.3 In the event City determines that Consultant must disclose its financial interests, Consultant shall complete and file a Fair 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 7—GENERAL CONSIDERATIONS 7.1 In the event any action is commenced to enforce or interpret any of the terms or conditions of this Agreement the prevailing Party shall, in addition to any costs and other relief, be entitled to the recovery of its reasonable attorneys' fees, including fees for the use of in-house counsel by a Party. 7.2 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. 7.3 Documents, 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 documents, and any use of incomplete documents, shall be at City's sole risk. - 4 - I:\ca\d_jm\Agrccmcnts\ClieElt First-1'lione Nehvork Services 9.2014,doc 7.4 Consultant is for all purposes under this Agreement an independent contractor and shall perform the Services as an independent contractor. Neither City nor any of its agents shall have control over the conduct of Consultant or 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 for its account only, and in no event shall Consultant or personnel retained by it be deemed to have been employed by City or engaged by City for the account of, or on behalf of City. Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent, nor shall Consultant have any authority, express or implied, to bind City to any obligation. 7.5 Unless earlier terminated as provided for below, this Agreement shall terminate upon completion of the services; provided, however this Agreement may be terminated by City, in its sole discretion, by providing ten (10) days prior 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 for anticipated profit or 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 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. 7.6 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. 7.7 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, an amendment to this Agreement shall be in writing, approved by City and signed by City and Consultant. 7.8 This Agreement shall be governed by and construed in accordance with the laws of the State of California. 7.9 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 - 5 - I:1caklimlAgrecmentslClicnt First-Phone Network Services 9.2014.doc JUrisdiction, the surae 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 Linder this Agreement. IN Wl"I"NESS WHEREOF, duly authorized representatives of the City and C011SUltant have signed in confiri-nation ofthis Agreement. CITY OF RE�DLANDS Client First Technology Consulting By: By, 'Fina 1'. Kundig 4�idKrout,�111rilnlCiDal pal ATTES Sam Its Ci y Clerk - 6 - Fsrm-llhonc Network Services-9 2014,d(T Exhibit A - Scope of Services City of Redlands CLIENTFIRST is Willing to sign the Service Agreement as presented in Appendix A of the RFP, without exceptions. Our Understanding of the Citys Needs The City of Redlands is seeking a qualified consultant to assist with the final stages of the wide area network ror and telephony deployment. We will also assist the City with Network Engineering and Security- and Privacy-related consulting services. Our services may be either support or project-related at the discretion of the City, Network Integration Functions We excel at the network integration functions outlined in the proposal. Our team has been assisting clients in more than one hundred telephony implementations. Expected services include:- Coordination of third-party installations of cabling, network, and telephony components. Project planning * LAN/WAN integration and support services Testing, troubleshooting, documentation and assessment of the current condition dition of the City's IT and Telecommunication Telephony services implementation, including POTS& PRI services Telephony services bill review and auditing Fire Department near-tern and long-tears VoIP integration strategies and implementation support Post-implementation entation documentation and Visio diagrams Network Engineefing Functions W have deep experience and propose extremely qualified consultants in the area of network engineering functions for the City of Redlands. Expected services include: Implement WAN Internet, and VPN services; Install, support, and maintain new server software LAN/WAN integration and support services o Monitoring existing services and proposing improvements Working with the City to develop cost-effective alternatives Recommending business solutions to technical problems Understanding and implementing technology through a best-practices methodology Testing, troubleshooting, and documentation Ensuring systems are up to data and recommending enhancements to bring them up to date, as Necessary Overall coordination of quality implementation services by third parties or CuEoTFIRSTori an as-needed basis Overall coordination and design of high-quality network solutions for the City of Redlands on an as-needed basis CUENTFIRSTTECHNOLOGY CO Securlity and Pnivacy In conjunction with our network integration services, CLIENTFIRST has significant experience with rr security and privacy-related topics. Expected services include Support existing City policies and procedures and assist in developing additional oriels, as necessary Assist with disaster recovery and business continuity planning, implementation, and testing Work with,City staff to assure privacy and confidentiality of communications tions Control and monitor network access to reduce the risk of intentional or un-Intentional compromise Documentation, as needed , QualificationsFirm ri Our consultants have been assisting local governments With innovative technology solutions for many years. Our risk-averse technology planning g and the quality of service we provide our clients have resulted in numerous long-terra business relationships, We are confident that no either consulting firm focusing on mid-sized governments offers the wide range of IT services that we do JT Infrastructure rr core competency Of CLIENTFIRST is the design and implementation of IT infrastructure. We have ongoing projects that include pre-construction planning, network design, network implementation and network support and maintenance. `his includes design and implantation of: Local area networks 0 Internet access and redundancy Wide area networks # Secure networks for public is safe Virtual server environments pplic tions Microsoft, Unu , and other server-based 0 Dedicated cellular network connectivity Implementations for public safety Wireless networks land point-to- w Voice-over-IP, Video-over-IP and other point quality-of-service networks Disaster recovery and redundant networks systems In addition to design and implementation services, we regularly work with our clients to procure; cast-effective leased networks. s Government Technology Focusing on local governments mesas that we understand the unique needs, processes, protocols, and political nuances involved in the industry, This understanding experience ensnares that strategies and recommendations are practical in all respects. Business Management Approach We understand that not all government executives are versed in the latest technology issues and opportunities, Therefore, our approach and deliverables provide a business management City of Redlands perspective that allows the layperson the abilityto issues, strategies, and potential solutions and make better business decisions. Practical Recommendations We believe n of f f we do not apply technology just for of We are serious in our quest to provide clients with practical solutions that meet their individual requirements, Sometimes the proper solution Includes cutting-edge technology. Often, however, a cost-effective and practical' solution using proven technology Is most beneficial; Taxa Independence CLIENTFIRSr believes in practicing true Independence. We do not resell products nor maintain relationships that would result in any add-on profit margins or referral fees, Our interest is in putting the dient first by finding optimum solutions (greatest value at lowest competitive cost) to meet their needs. National Our consultants are recognized nationally for their work by many of the industry's leading vendors. They appreciate the fairness and objectivity we demonstrate when dealing with their organizations. Diversifled Experience We have extensive experilencewith i f organizations and processing environments, In addition, we have significant t mar et knowledge regarding, software and hardware providers and are wall-informed with respect to vendor and Industry developments. Integrated to Solutions Whatever your IT needs are, we offer a uniquedo in their given disciplines who can be your guides for technology decisions, planning, implementation, and management, chosen according to the specific needs of each project, working as an integrated team to provide end-to-and consulting and support services,_ One of CuENTFiRSIs key differentiators, in addition to providing highly skilled technicians, is that e provide our clients with tremendously experienced project Managers, These individuals work with public agencies over % of`the time and have extensive knowledge of industry best: practices, This combination of knowledge and experience has resulted in success stories from IT departments across the country. Ongoing / rzCertirications Since we do not resell hardware or software, our primary asset 'is our people. We invest in theme through training. Each staff member receives a minimum of one week of classroom training each year, certification materials, and tests are paid by the firm, as are books on any, relevant subject® Methodology Our IT Management Practice works with clients to improve the quality of their IT management and service delivery. We apply our knowledge in this area to each of our clients'situations and customize our management style to fit their specific needs CuEnrFiesffEcmawy CoNsuLTING We provide our clients with a complete project management methodology that improves � r communication tion and delivery of services, and lays the groundwork for high-quality, low-cos solutions that will rrroot the City's needs Because we are n full-service, independent consulting fine, we aro able to provide non- biased expertise in all areas of information technology, includes:Our methodology t tsr ts, Y Strategic Planning i —maintaining o iet,`,,> Fear Strategic plea and Capital Replacement Plan Project l nnin --planning and executing individual projects n-tire and on-budget Budgeting—working with our client to maintain Moir IT budget and meet budgetary goals Regular Communications --communicating upcoming goals,objectives, and the rT` support status through monthly or quarterly IT committee meetings * Rapid Escalation -- rapidly escalating critical problems within CuENTFOST so the right subject-matter r expert can be engaged to resolve the problem quickly and efficiently Attention to Detail working to maintain accurate documentation and track maintenance and vendor contracts and software licenses to ensure that there aro no surprises in those often overlooked areas Regular Measurement measuring our accomplishments on a monthly basis and working to improve our performance Productivity Improvementnot simply maintaining systems as they are,,but rather, always looking for ways to improve business processes Phone:System and Network Integration Services Exhibit B— Project Costs MEMO $ s W S a N, I Voice and Project Management er en Assistance 544 � rl Telecommunications i uditcn Bill Review 64 16 1 WA and Data Netvior in Preparation t 1 Network n to do LAN WAIS Internet VPN Assistance t t k74uriW Server Installation and Support Assistance Overall Planning rdination of Upgrades,and r f t n Support City Po iuies Monitoring for Securitj Issues Totals Hours Billing Rates 150 t S116 115 Total Estimated Pr jeot Coat $20,020 S- 3,000 S 11,270 Expenses included Discount II Total Project Costs $20,000< Number of Weeks Phone System andt ,rook Ire ion Services Exhibit C— Rate Schedule Project Rate for IT Consulting and Projectrt Services J { Y, CuEt4TRPST Will provide detailed accounting of all consulting tine ;and expenses as a para of the inv6tce. payment is expected thirty days after receipt of the invoice. Expensesare expected to be primadly for miscellaneous, w i ll IT-related items and nifleage. These expenses Will be passed through h t cost. The .ty will approve any extraordinary expenses,, such as airplane flights or hotel, in advance. EXHIBIT "DT1 WORK ERYCOMPENSATION INSURANCE CERTIFICATION Phone System and Network Integration Services [tvery employer, except the State,, shall secure the payment of compensation in one or more of the ['61IONVing 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 or employers, which may be given upon furnishing proof satisfactory to the Director of Industrial Relations or ability to self-insure and to pay any compensation that may become due to his or her employees. CHECK ONE IxI arm aware, of the provisions of Section 3700 of the Labor Code which requires every employer to eulsi.tred 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 affirin that at all times, in performing the work and activities required or permitted under this Agreement, I shall not ernploy any person in any 1-nanner 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 suh�lect 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 periury Linder the laws of the State of California that the information and representations made in this certificate are true and correct. Client First Technology Consulting Date: By: I-)6V,i(I Krout, Principal C-I