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HomeMy WebLinkAboutContracts & Agreements_240-2019PS 1 1 (1 24 19) AGREEMENT TO PERFORM PROFESSIONAL SERVICES This agreement for the provision of comprehensive network systems support ("Agreement") is made and entered in this 3rd day of December, 2019 ("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, together, as the "Parties " In consideration of the mutual promises contained herein, City and Consultant agree as follows ARTICLE 1 — ENGAGEMENT OF CONSULTANT 1 1 City hereby engages Consultant to provide comprehensive network systems support services for City (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 like and similar types of Services ARTICLE 2 — SERVICES OF CONSULTANT 2 1 The Services that Consultant shall perform are more particularly described in Exhibit "A," titled "Scope of Services," which is attached hereto and incorporated herein by reference 2 2 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 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 3 2 City designates Danielle Garcia, Management Services 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 4 1 Consultant shall perform and complete the Services in a prompt and diligent manner The term of this Agreement shall be for a period of one (1) year from the Effective Date of this Agreement (the "Initial Term") City shall have the option to extend the Initial Term of this Agreement by two (2) additional one-year terms (each, an "Renewal Term"), on the same terms and conditions hereof, by providing written notice to Consultant at least thirty (30) days prior to the expiration of the Initial Term or any Renewal Term 1 L Ica\dimlAgreementslIntelesysOne Agreement.PS 1 1 docx�n PS 1 1 (1 24 19) 4 2 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 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 The total annual compensation for Consultant's performance of the Services shall not exceed the amount of Eighty Seven Thousand Five Hundred Dollars ($87,500) for a period of one year after the Effective Date, with two additional one-year renewal options under the same terms of compensation, bringing the total to an amount not -to -exceed Two Hundred Sixty Two Thousand Five Hundred Dollars ($262,500) City shall pay Consultant on a time and materials basis up to the not to exceed amount in accordance with Exhibit "B" titled ("Fee Schedule") attached hereto and incorporated herein by reference 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, 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 invo ice 5 3 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, (u) five (5) days after deposit in first class registered marl, 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 City Clerk City of Redlands 35 Cajon Street P 0 Box 3005 (mailing) Redlands, CA 92373 Consultant Aaron Betts, CCO IntelesysOne 3155-B Sedona Court Ontario, CA 91764 abetts@intelesysone com (909)802-7338 ARTICLE 6 — INSURANCE AND INDEMNIFICATION 6 1 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 2 L IcaldjmlAgreementsllntelesysOne Agreement. PS 1 1 docx.in PS 11(12419) provision prohibiting cancellation or modification of the policy except upon thirty (30) days prior written notice to City 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 Iaws of the State of California Consultant shall execute and provide City with Exhibit " " titled "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 D Consultant is expressly prohibited from assigning or subcontracting any of the Services without the prior written consent of City In the event of mutual agreement by the Parties to assign or subcontract a portion of the Services, Consultant shall add such assignee or subcontractor as an additional insured to the insurance policies required hereby and provide City with the insurance endorsements prior to any Services being performed by the assignee or subcontractor 6 2 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 of omission by, or the willful misconduct of, Consultant, or its officers, employees and agents in performing the Services ARTICLE 7 — CONFLICTS OF INTEREST 7 I 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 3 L 1caldimlAgrcementsllntelesysOne Agreement.PS 1 1 docx.jn PS 1 1 (1 24 19) 7 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, (u) 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, (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 7 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 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 Any assignment or attempted assignment without such prior written consent may, in the sole discretion of City, results in City's immediate termination of this Agreement 8 3 Consultant is for all purposes under this Agreement an independent contractor and shall perform the Services as an independent contractor Neither City nor 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 m any capacity whatsoever as an 4 LIcaldjm\AgreernentslintelesysOne Agreement. PS 1 1 docx.In PS 1 1 (1 24 19) agent, nor shall Consultant have any authority, express or implied, to bind City to any obligation 8 4 This Agreement may be terminated by City, in its sole discretion, by providing not less than five (5) 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 8 5 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 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 Except as otherwise provided for herein, 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 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 5 L loaldjm\AgreementsllntelesysOne Agreement,PS 1 1 docxjn PS -1 1 (1.24 19) IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have signed in confirmation of this Agreement CITY OF REDLANDS INTELES BIkJ aul W Foster, Mayor W Mayor Attest Jea. 1 onaldson, City Clerk 6 L•1caldjm\AgreementslIntelesysOne Agreement.PS 1 1 docx.jn By Aa on Betts, COO PS 1 1 (1 24 19) EXHIBIT "A" SCOPE OF SERVICES This list of potential services is intended to provide an overview of the work anticipated to be performed under this contract The scope may include all IT disciplines and the work products developed by these disciplines, whether identified or not Consultant may be asked to provide any variety of services that span the complete ITS environment For the purposes of framing the delivery of service described herein, please assume that services can be provided remotely for urgent after-hours support Upon entering into an agreement for the services listed below, the consultant can expect to spend time getting familiar with the City's networks and layout in order to perform assessments and project -based work Additionally, the City is seeking operational support, system/network/server administration during regular business hours ManagementlTechnical Support • System/server/network administration • Disaster recovery/business continuity planning, testing and site build • Security/audit compliance • Infrastructure Support • Law Enforcement Mobile Data Computing • Network assessments, design, engineering and tuning • Voice System (VaIP) assessments, design, engineering and tuning • System architecture, design and solution • Data Center Upgrade Design- HP LeftHand SAN, Nimble SAN, Core Cisco Switches, • Firewall) ASA Administration& Support • Barracuda Email Security & Archiver and Web Filter Support • Operational Support • Exchange Administration & Support • Veeam Back -Up Administration & Support • Wireless Network Administration & Support • Application Support • Microsoft SQL database Maintenance and administration • SharePoint implementation, development, maintenance, and administration Report development (Crystal, Cognos, SQL Reporting Server) • Work Order Management Service request /Workflow design and configuration • Project Management Services • Specifically, with regard to the services listed below, examples of the typical tasks involved are provided to more clearly articulate the City's needs Network assessments, design, engineering and tuning • Assistance in network diagramming, mapping of traffic through routers and firewalls, mapping data ports and connections • Diagramming of all endpoints to the Internet or local network 7 L Ica\djm\AgreementslintelesysOne Agreement. PS 1 1 docx.in PS 1 1 (1 24 19) • Assist in the development of procedural documentation on back-ups and disaster recovery plans • Assistance in planning link failovers, inventory of network links • Assess and Recommend network design solutions for short-, medium-, and long range network projects • Knowledge transfer to City staff for both new and existing wired and wireless network infrastructure System/server/network administration • Provide Level 2 Fault Management/break fix support on VoIP and network -level devices • Troubleshoot network operational issues • Cisco Routing and Switching • Determine plan layout for new hardware or modifications to existing layout • Review, design, administer, and troubleshoot SAN environment • Document technology architecture • Provide plan test scripts, and recovery procedures • Provide Microsoft Server 2008/2012/2016/2019 management and administration support Operational Support • Provide ITIL-base operational support for data center management • Supplement staff to monitor the performance of the network during off -hour shifts • Backup staffing resources to address major and immediate problems and planned significant upgrades • Remote helpdesk support Law Enforcement Mobile Data Computing • Provide monitoring service 24 hours a day, 7 days a week, as required, involving remote • remediation for all server/infrastructure related issues • Be available by cell phone with a 60 -minute call back response time window including • weekends, off -hours and holidays • Be experienced with Microsoft Windows operating systems, including but not limited to • Windows XP, Windows 7, Windows 10, Windows 2008 and 2008 R2 Server, Windows 2012 R2 Server, Microsoft Exchange /2010, Microsoft SQL Server 2000/2005/2008 Spillman (CAD/RMS), and desktop/laptop image creation and maintenance in a public safety environment using VPN applications in a wireless (Mobile Private Network) environment • Be experienced in mobile data applications, configurations, deployments, servicing and support in a City and Police environment • Personnel must meet strict Police background requirements, as well as all current requirements set forth by the Redlands Police Department's Criminal Justice Information Systems (CJIS) Security Policy Additional requirements may be required as a condition of 8 L 1caldimlAgreemenisllntelesysOne Agreement. PS 1 1 docx.in PS 11(12419) accessing sensitive data and applications • Manage warranty process with third party vendors and assist with the process of determining if a hardware or software failure is covered under warranty with the third party vendor • Troubleshoot with third party vendors as required to receive proper warranty service including but not limited to Panasonic Spillman, Oracle, Dell, HP, Verizon, Coplogic/LexisNexis, Laserfiche, and DIMS In consultation with the IT Manager and Police Liaison evaluate and recommend implementations of internal and external security policies and procedures to include, but not be limited to, software and hardware updates, firewall policies, and security policies, and implement and maintain same upon approval of the IT Manager • Perform first level support of Spillman Mobile Data Terminal and Field Reporting applications, and interface with the Spillman vendor as needed for second level support • Perform support and make modifications to firewall rules as needed to support the mobile data solution The City will maintain a support contract for upper level support • In consultation with City IT staff, perform modifications to Active Directory users, computers, and group policy as needed for mobile data solutions 9 L lealdolAgreementsllntelesysOne Agreement,PS t 1 docxin EXHIBIT "B" Fee Schedule Secured Network Assessment • IntelesysOne Secured Network IT Assessment o Exhaustive 300 -point assessment of network state, discovery, best practice implementation with full analysts report and briefing Comprehensive IT Management and Project Support $3,750 PS 1 1(1 24 19) • Network Engineer—On Site $131 25 per hour o Management/technical support Included o Network assessments, design, engineering and tuning Included o System/server/network administration Included o Operational support Included o Law Enforcement mobile data computing Included o Project management services Included • Network Engineer — Remote $112 50 per hour o Management/technical support Included o Network assessments, design, engineering and tuning included o System/server/network administration Included o Operational support Included o Law Enforcement mobile data computing Included o Project management services Included • Billing Terms Fixed o Travel time / charge No Charge o Billing Details — All rates 'A Hour Increments, 1 Hour minimum o Regular Business Hours Monday -Friday 7am to 6pm o Off hours 1 5X Normal Rate o Discount for blocks of hours purchased over 25 hours 5% The above -referenced hours for the identified tasks are estimates only Consultant will conduct the above scope on an hourly time and materials basis, and will be compensated up to the not to exceed amount of Eighty Seven Thousand Five Hundred Dollars ($87,500) 10 L 1caldjm\AgreementslIntelesysOne Agreement PS 1 1 docxyn PS l 1 (1 24 19) 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 CHECI ONE V 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 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 Intelesy/qq Date (( 21 1 By aron Betts, COO 11 L 1ca1djmlAgreementsllntelesysOne Agreement.PS 1 1 docx.jn