HomeMy WebLinkAboutContracts & Agreements_12-2014_CCv0001.pdf AGREEMENT TO FURNISH SOFTWARE SUPPORT SERVICES
This agreement to furnish software support services ("Agreement") is made and entered
into this 22d day of January, 2014 ("Effective Date"), by and between the City of Redlands, a
municipal corporation ("City") and Microdesk ("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 perform software support services (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 provide the
Services to City at a level of competency presently maintained by other practicing
professional consultants in the industry providing similar types of Services.
ARTICLE 2 - SERVICES OF CONSULTANT
2.1 The Services which Consultant shall perform are more particularly described in Exhibit
"A," entitled "Oracle Primavera Services Proposal," which is attached hereto and
incorporated herein by this reference.
2.2 Consultant shall comply with all applicable Federal, State and local laws and regulations
in the performance of this Agreement including, but not limited to, the Americans with
Disabilities Act and the Fair Employment and Housing Act.
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.
3.2 City designates Chris Diggs 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
4.1 Consultant shall perform the Services in a prompt and diligent manner and in accordance
with the schedule set forth in Exhibit "A."
42 At any time during the term of this Agreement. City may request that Consultant perform
Extra Services. As used herein, "Extra Services" means any work -which is determined
necessary by City for the proper completion of the Services, but which the Parties did not
I
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 City's City Manager.
Consultant shall not perform, nor be compensated for, Extra Work without such written
authorization from City.
ARTICLE 5 - PAYMENTS TO CONSULTANT
5.1 City shall pay Consultant the sum of Twenty Five Thousand Three Hundred Dollars
($25,300.00)as compensation for the Services.
5.2 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 a description of
reimbursable expenses, if any. City shall pay Consultant no later than thirty (30) days
after receipt and approval by City of Consultant's invoice, provided the Services reflected
in the invoice were performed to the reasonable satisfaction of City in accordance with
the terms of this Agreement, and that all expenses, rates and other information set forth in
the invoice are consistent with the terms and conditions of this Agreement.
5.3 All notices shall be given in writing by personal delivery or by United States mail.
Notices sent by mail should be addressed as follows:
City Consultant
Chris Diggs Luis Couoto
Deputy MUED Director Vice President
City of Redlands 330 7th Avenue. Floor 12
P.O. Box 3005 New York, NY 10001
Redlands, CA 92373 Tel: 800-336-3375
When so addressed, such notices shall be deemed given upon deposit in the United States Mail.
Changes may be made in the names and addresses of the person to who notices and payments are
to be given by giving notice pursuant to this section 5.3.
ARTICLE 6 - INSURANCE AND INDEMNIFICATION
6.1 All 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 all 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 Set-vices. All insurance policies shall include a
provision prohibiting cancellation of the policy except upon thirty (30)days prior written
notice to City.
2
6.2 Workers Compensation and Employer's Liability. Consultant shall secure and maintain
Workers' Compensation and Employer's Liability insurance throughout the duration of
its performance of the Services in accordance with the laws of the State of California,
with an insurance carrier acceptable to City as described in Exhibit "B." entitled
"Workers' Compensation Insurance Certification," which is attached hereto and
incorporated herein by this reference.
6.3 Comprehensive General Liability Insurance. Consultant shall secure and maintain
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. Such insurance shall be primary
and non-contributing to any insurance or self-insurance maintained by City.
6.4 Business Auto Liability Insurance. Consultant shall secure and maintain business auto
liability coverage, with minimum limits of One Million Dollars ($1,000,000) per
occurrence, combined single limit for 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. Such insurance shall be primary and non-contributing to any
insurance or self insurance maintained by City. City shall be named as an additional
insured.
6.5 Hold Harmless and Indemnification. 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 Consultant's and its officers% employees'
and agents' negligent acts or omissions, or willful misconduct, in per-forming the
Services.
ARTICLE 7 - CONFLICTS OF INTEREST
TI Consultant agrees it is not a designated employee within the meaning of the Political
Reform Act because Consultant:
A. Does not make or participate in:
(i) the making or any City governmental decisions regarding approval of a
rate, rule or regulation, or the adoption or enforcement of laws;
(ii) the issuance, denial, suspension or revocation of City permits, licenses,
applications, certifications, approvals, orders or similar authorizations or
entitlements;
(iii) authorizing City to enter into, modify or renew a contract;
3
(iv) granting 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) granting City approval to a plan, design, report, study or similar item;
(vi) adopting, or granting 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 all 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.
7.2 In the event City officially determines that Consultant must disclose its financial interests
by completing and filing a Fair Political Practices Commission Form 700. Statement of
Economic Interests. Consultant shall file the subject Form 700 with the City Clerk's
office pursuant to the written instructions provided by the Office of the City Clerk.
ARTICLE 8 -GENERAL CONSIDERATIONS
8.1 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.
8.2 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.
83 Consultant is for all purposes under this Agreement an independent contractor and should
perform the Services as an independent contractor. Neither City nor any of its agents
shall have control over the conduct of Consultant or any of Consultant's employees,
except as herein set forth. Consultant shall supply all tools and instrumentalities required
to perform the Services. All personnel employed by Consultant are for its account only,
and in no event shall Consultant or any 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 aaent, nor shall Consultant have any authority, express or implied., to
bind City to any obligation.
8.4 Unless earlier terminated, as provided for herein, 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 Five (5) business days prior written notice to Consultant
(delivered by certified mail, return receipt requested)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 ailowcJ, 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.
4
8.5 Consultant shall maintain any and all books, ledgers, invoices, accounts and all 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 all
reasonable times for examination by City at the office of Consultant.
8.6 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. Any amendment to this Agreement shall be in
writing,approved by City and signed by City and Consultant.
8.7 This Agreement shall be governed by and construed in accordance with the laws of the
State of California.
8.8 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 any of 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 the City and Consultant
have signed in confirmation of this Agreement.
CITY OF REDLANDS MICRODESK
B
By: o. Tice President
T. Kundig, Finance Director
Attest:
Sam lr\vin,�61!y Clerk
5
EXHIBIT "A"
SCOPE OF SERVICES
Municipal Utilities and Engineering department
'V l
Oracle Primavera Services Proposal
4/3/2013
BY
MICRODESK
C� PARTNER
6
Overview
We are providing information to the City of Redlands inorder to support their Primavera software needs for Contract
Management.The City iscurrently running Oracle Primavera Contract Management version 13.O(CN)and P6Project
Management version 7.0(P6)�This first determination that will be made is the state of the current environment as well as the
potential benefits of moving to a later version Contract Management BI Publisher edition version 14.2,The City of Redlands is
asking for a consultant to carry their staff forward to fully leverage Oracle Primavera Contract management.Preparing a full
implementation ofthe software is the desired result of this engagement.Therefore,City of Redlands is looking for a well-qualified
consultant to:
0 Make recommendations and changes hodevelop and set-up CM after anassessment
of the current project structure for City's needs.Currently,the City's firewall protection
prohibits outside communications with no intention for this to chance in future,
° Produce project schedules,project summary aswell aodetailed reports for management.
m Provide detailed,and useful,hands-on training that will ensure the success of the
implementation u/CMmoving forward.
* Balance business,end-user,and workflow perspectives to make sure the solutions
developed are aligned with City's vision for success and improvement of project
management offidomcien.
0 Work with Current vendor working on Primavera P6 environment so that there is a collaborative and integrated solution
with Primavera PGand Contract Management
Projects are how business is done today—and we have been helping companies improve project performance for over 17 years.
Microdesk covers the United States with more than 12 offices.As the top 3 reseller of Autodesk software and services and a top
5meoUorofOmulePhmuxemwaundanstundthafnundatiooufc|inntna|ahunshipaandwebuildyourpathfonwond000hoeted
partner who guides you by avoiding common pitfalls and capitalizing on expedience.We will get you where you want 1ogo,
successfully.
Our implementation engagements range from extremely short-term tactical project support to full-scale global rollouts with
complex integration requirements that support thousands of unique stakeholder&Experts from your company and ours will
synergize around the new technology and your business processes to create repeatable excellence in project delivery.
GO -mcusemunbue�nm��needs
�� �aos�rfuture
growth
`
@1 Maximizes rettumoninvestment
27' Fosters client xoNabwmflonand ownership
-7 Ensures proper project documentation
Key Success Factors for Implementations:
0 Exhibited Top-down commitment
10 Adherence to a reasonable,agreed upon plan oYaction
�� Defined,clearly communicated expectations
Accurate assessment aro successful management of cultural impact
-� e
Documented project and processes
Imo' Focus on stakeholder satisfaction
Goals
�� Create a best-practice driven system including� �rf �ddocumentation,trained ur and working software
211 Transfer the knowledge of maintaining,,e ecuti g and growing the system tthe core team
21 Leave satisfied requirements and satisfied sl ants
Investment
With an Experienced Partner
Microdesk cost estimate ensures a quick return on investment for your new project system.Microdesk is committed to working in
partnership with you to ensure your implementation engagement is managed at an optimum level and will seek to accelerate the
implementation engagement when feasible.We will keep expenses at an agreed upon and reasonable level.
Using A Tested Methodology
The approach suggested in this document is tried and tested,but with you in mind.We often recommend a staggered approach
as opposed to an"all-in"investment which can leave the organization reeling.Phases and levels of features will be carefully
considered and scheduled so the timing is a gentle glide on a wave of quality rather than a tsunami of confusion.The destination
is the same--a useable high-quality system of project delivery--but the acceptance,usage and success can be quite different. So
we opt for quality,user acceptance,and high success rate.
Creating a Foundation for Growth
Deliverables are based upon the trusted Oracle Primavera Implementation Methodology and ensures the highest success rate
when followed and adopted by client organizations seeking project results.We encourage a step-by-step approach that allows
our clients to fully embrace the scalability and flexibility Oracle Primavera offers.Initial use will lay a foundation of excellence and
your company can easily adapt and grow P6 to match the growth of your company or industry.Once the foundation is set,our
clients easily build an enterprise high-quality Project Management system division by division,to achieve enterprise-wide results.
With Minimized Risks
The implementation engagement below is designed to ensure project success and to mitigate the risk associated with software
implementations.We have not conducted a full discovery and have not yet ascertained your current PM maturity so assumptions
are listed that an average implementation may face in terms of normal cultural issues related to change.
Ensuring Best Practice
Our approach uses your business standards in combination with the newest technology and industry best practices to ensure
your projects are injected with efficiency and that you are able to continuously improve from that point forward,Our discovery
process ensures the P6 system is fully integrated with your Project Management standards,and the documentation we provide
8
ensures each user has a step-by-step user aid for every function they must perform in P6.These documents are the basis for
our training which ensures focused,customized and clearly defined business processes for your project personnel.This hands-
on,applicable training has the highest retention and usage rate over generic basic training in the software.Proven statistically,
our approach ensures each user knows exactly how to perform key functions in P6 which leads to consistent reporting,
repeatable success and high adoption rates.
Microdesk Implementation Methodology
I. Discovery Designed to understand your project management system in place today.This ensures we can
optimize the strengths of Your current system and overcome challenges you face today.We seek to
minimize the risks that change can bring to your organization.
2, Design:Document requirements and provide feature-by-feature available options in each module of the
Oracle Primavera system.This ensures the client understands available options and can be led to informed
decisions on usage of features in the Oracle Primavera system.
1 Configuration:Our expertise in the Oracle Primavera feature-rich environment allows us to arrange the
functional objects within P6 to operate closely with your current operating standards and build a foundation
where the desired state can germinate and grow within your organization.
4. Documentation:The features and suggested usage are documented in a step-by-step user guide that is used
for reference and for training. This ensures the best possible outcome from knowledge transfer.This step
also ensures the repeatability and quality expected of your Project Teams.These documents are in MS
Word format,so you can continue to add to them as you grow.The documents are an agreed upon approach
to your P6 system.
5. Pilot:The new system is tested. User guides are used as test scripts to run a live project.The feedback from
this testing allows your consultant to optimize the system for best results possible.
6. Training.The guides created in the documentation phase contain a mixture of your business standards,our
expertise,and the best features the tool can offer to meet your requirements as quickly as possible.Studies
show that this focused and immediately applicable hands-on training generates the best results and highest
Zn
adoption/usage rate,
7. Rollout:With appropriate messaging,newly trained personnel and the rest of the organization are made
aware of the new system and the value it brings to the organization.This ensures optimum Return on
Investment is realized as the system becomes an integral way of doing business.
9
Implementation Scope of work and expectations
Step Scope Time in dayJs Microdesk Client Roles Location Deliverables
Roles I I
UCIVI installation
Sen ior
•Install CM&Components Primavera IT Web Admin BI publisher
consultant installation
Install 3(estimated) Contract
Technical Remote
*Development Environment Consultant Server Admin installation management
installation
IT DBA DB created
Primary User Kickoff
•Conduct Kickoff Representative(core presentation
team)
Senior Management Implementation
• Perform Data Gathering Primavera Representative(core Strategy Doc
consultant team)
Finance Reporting
• Confirm Technical Representative(two All Onsite at requirements
Environment days) Client doc
Discovery 3(estimated)
* Determine Reporting Projects Group Installation
Requirements Representative(core summary-Dev
team)
•
Develop Implementation IT group
Strategy Representative(only
one day)
Engineering Group
Representative(core
team)
10
Contract Management Implementation
Primary User
• CM Core Team Representative(core Implementation
I Training/Module Review Plan
team)
• Determine Processes and Management
Procedures Requirements Representative(core Marketing Plan
team)
Senior Projects Group
• Develop Data Structures Primavera Representative(core Design Doc
Design 4(Estimated) consultant team)
• Tailor Application to Engineering Group
process/integrate with P6 Representative(core Data Structures
team)
• Determine Procedures offsite Process Doc
• Reporting Requirements Procedures
• Data Import(contacts, Primary User
cost codes) Representative(core Test Plan
team)
Management
• Custom Fields Representative(core Final Design Doc
team)
• Build Prototype Forms and Senior Projects Group
Reports Primavera Representative(core Offsitre Test Scripts
Prototype 7(Estimated) consultant team)
Engineering Group
• Develop User Guide Representative(core Rollout Plan-Draft
team
• Develop Training Materials
• Make Modifications to
Documentation
Primary User
• Develop Draft Pilot Pian Representative(core Rollout Plan-Final
team)
Management
• Form Pilot Group/Kick-Off Representative(core Training Plan
team)
• Pilot Plan Approval Finance Representative Training Manuals
5 days
Pilot TBD Senior Projects Group
• Develop Configuration rafion and Primavera Representative(core Marketing events
Procedures Overview consultant team)
• Training Plan IT group Representative
5 days
Engineering Group
• Marketing Plan Representative(core
team
Total days : 20 Cost per day:$1,350.O0 Project total :$27.000.00
*travel expenses are not included in the daily rate.A total daily rate can be negotiated for a lump sum cost_ Travel
expenses includes any airfare, lodging or transportation that is incurred. Both discovery and rollout(user training and
admin training)will be done onsite. Travel expenses will not exceed$2,400.00 for all of the travel needed.
11
Assumptions:
• Typically,three(2-3)weeks advance notice is required before start-up,
• Effort should bocontinuous
GD CLIENT will sign off onrequired deliverables.
Z Business Processes as they relate to managing projects exist and are available for review. Process and Procedure
development will bolimited hothose needed for the tools.
G5 No Integration to other systems is included in the scope of this engagement unless specifically menboned.(IE
Shampnint)
GD The implementation will not address remote sites accessed via Citrix,Terminal Server,or any other remote control or
remote access software.
G5 CLIENT will provide sufficient access to persons and information concerning required processes and facilifies needed
to complete this implementation,
GI CLIENT will provide adequate workspace(cubicles,conference room,training room,visual aids,etc.)to provide for a
normal work environment.
• Core team isempowered homake decisions that still require management review. Every effort must bemade humake
decisions expediently and haadhere tothose decisions.
GO AJI training will be performed at CLIENT PROVIDED facilities on CLIENT PROVIDED equipment.The instructor will
provide his urher own equipment.
60 Pmduo8nnnfTraining manuals will heetcost(in addition|ocosts|isted),
0 Senior management,Executives,Project Managers and other identified personnel will be available for necessary
phases and other pertinent project interactions.
171 If problems are encountered with the Primavera system applications,troubleshooting by on-site implementation
onnmuKuntswi||bohmitedb`defininganddocumanUng|bnpmb|emthat*i||thenbepeaoedhuPhmavoraouotomor
support. The implementation consultant will then act as a liaison to Primavera customer support and the CLIENT in
tracking the resolubon.
GD Mkrmjeskwill work with CLIENT Core Team hotrack and resolve issues,
• Weassume that aPMO(or PMO like organization)exists.
6D We assume the technical environment is configured according to Oracle Primavera recommended scale and supported
architecture.
6D Database server exists and a CLIENT provided DBA is present during installation
&D Sharepoint environment is installed and working with expertise provided by CLIENT
• Specific nuances and obligations related to international travel are communicated to Microdesk and consideration in
scheduling travelling consultants iagiven wherever possible.Miomdeakwill minimize travel hoonly necessary times
and will minimize expenses whenever possible.Remote access to data may be necessary to ensure most reasonable
expenses.
EXHIBIT "B"
WORKERS'COMPENSATION INSURANCE CERTIFICATION
TO SOFTWARE SUPPORT SERVICES
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 in One or more insurer 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.
I 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 of this Agreement, (Labor Code §1861).
Microdesk
By:
Luis Couto Date:
13