HomeMy WebLinkAboutContracts & Agreements_239-2019PS 1 1 (1 24 19)
AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This agreement for the provision of Project -Based Network Support ("Agreement") is
made and entered in this 3rd day of Decembei, 2019 ("Effective Date"), by and between the City
of Redlands, a municipal corporation ("City") and ConveigeOne ("Consultant") City and
Consultant are sometimes individually referred to herein as a "Party" and, togethei, as the
"Parties " In consideration of the mutual promises contained herein, City and Consultant agree as
follows
ARTICLE 1 — ENGAGEMENT OF CONSULTANT
1 1 City hereby engages Consultant to provide project -based network 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 her eto and incorporated herein by reference
2 2 Consultant shall comply with applicable federal, state and local laws and regulations m 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 m 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 mannei 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 terrns and conditions hereof, by providing written notice to Consultant at least thirty
(30) days prior to the expiration of the Initial Terra or any Renewal Term
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4 2 If Consultant's Services include deliverable electronic visual presentation materials, such
materials shall be delivered m a form, and made available to the City, consistent with City
Council adopted policy foi the same It shall be the obligation of Consultant to obtain a
copy of such policy from City staff
ARTICLE 5 --- PAYMENTS TO CONSULTANT
5 1 The total annual compensation foi Consultant's perfonnance of the Services shall not
exceed the amount of Eighty Seven Thousand Five Hundred Dollars ($87,500) foi a period
of one year aftei the Effective Date, with two additional one-year renewal options undei
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 m accordance with Exhibit
"B" titled "Fee Schedule attached hereto and incorporated herein by reference
5 2 Consultant shall submit monthly invoices to City descrbmg 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 numbei 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 i eceipt and approval by City of Consultant's
invoice
5 3 Any notice 01 othei communication required, or which may be given, pursuant to thus
Agreement, shall be m writing Any such notice shall be deemed delivered (i) on the date
of delivery in person, (ir) five (5) days after deposit in first class registered mail, with return
receipt requested, (in) on the actual delivery date if deposited with an overnight courier, 01
(iv) on the date sent by facsnnrle, if confi need with a copy sent contemporaneously by first
class, certified, registered oi express mail, in each case properly posted and fully prepaid
to the appropriate address set forth below, oi such othei address as a Party may provide
notice in accordance with this section
City
City Cleik
City of Redlands
35 Cajon Street
P 0 Box 3005 (hailing)
Redlands, CA 92373
Consultant
Stephen Monteros, Vice President
ConvergeOne
5555 Ontario Mills Pkwy Ontario, CA 91764
smonteros@convergeone
888-321-6227
ARTICLE 6 ---- INSURANCE AND INDEMNIFICATION
6 1 The following insurance coverage required by this Agreement shall be maintained by
Consultant foi the duration of its performance of the Services Consultant shall not perform
any Services unless and until the required msurance 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
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provision prohibiting cancellation of 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, 01 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"
titled "Woikers' 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) pei occun-ence and Two Million
Dollars ($2,000,000) aggregate, for public liability, property damage and personal
injury is required City shall be named as an additional insured and such insurance shall
be primary and non-contributing to any insurance of self-insurance maintained by City
C Business Auto Liability coverage, with mimnum lnnits of One Million Dollars
($1,000,000) pei occurrence, combined single hint bodily injury liability and property
damage liability This coverage shall include all Consultant owned vehicles used m
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 01 self-
insurance
elfinsurance maintained by City
D Consultant is expressly prohibited from assigning of 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 01 subcontractoi 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 01 subcontractoi
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 01 liability, mcluding
attorneys' fees, arising from injury or death to persons 01 damage to property occasioned
by any negligent act 01 omission by, or the willful misconduct of, Consultant, or its officers,
employees and agents m performing the Services
ARTICLE 7 --- CONFLICTS OF INTEREST
7 1 Consultant covenants and represents that it does not have any investment oi interest in any
real property that may be the subject of this Agreement or any other source of income,
mterest in real property 01 investment that would be affected in any manner oi degree by
the performance of Consultant's Services Consultant furthei covenants and represents that
in the performance of its duties hereunder, no person having any such interest shall perform
any Services under this Agreement
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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 whethei to
(i) approve a rate, rule 01 regulation, 01 adopt 01 enforce a City law,
(n) issue, deny, suspend 01 revoke any City pemut, license, application,
certification, approval, oidei 01 sinulai authonzation o1 entitlement,
(iii) authorize City to entei into, modify or renew a contract,
(iv) grant City approval to a contract that requires City approval and to which
City is a party, 01 to the specifications foi such a contract,
(v) grant City approval to a plan, design, report, study 01 sunilai item,
(vi) adopt, 01 grant City approval of, policies, standards 01 guidelines foi City
01 foi 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 01 substantially the
same duties foi City that would otherwise be performed by an individual holding a
position specified in City's Conflict of Interest Code under Government Code
section 87302
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
Econonuc Interests, with the City Clerk's office pursuant to the written instructions
provided by the City Cleik
ARTICLE 8 -- - GENERAL CONSIDERATIONS
8 1 In the event any action is commenced to enforce of interpret any of the terms 01 conditions
of this Agreement the prevailing Party shall, in addition to any costs and othei relief, be
entitled to the recovery of its reasonable attorneys' fees, including fees foi the use of in-
house counsel by a Party
8 2 Consultant shall not assign any of the Services, except with the pnor written approval of
City and m strict compliance with the terns and conditions of this Agreement Any
assignment 01 attempted assignment without such prior written consent may, in the sole
discretion of City, results in City's nnrnedlate termination of this Agreement
8 3 Consultant is foi all purposes under this Agreement an independent contractor and shall
perform the Services as an independent contractor Neithei City nor its agents shall have
control over the conduct of Consultant 01 Consultant's employees, except as herein set
forth Consultant shall supply all necessary tools and instrumentalities required to perforni
the Services Assigned personnel employed by Consultant are foi its account only, and in
no event shall Consultant 01 personnel retained by it be deemed to have been employed by
City 01 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
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agent, not shall Consultant have any authority, express or imphed, 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 ternunate 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 01 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 (m both hard copy and electronic fonn, where applicable) of
project related data, design calculations, drawings, specifications, reports, estimates,
summaries and such othei mfonnation 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 tennination
8 5 Consultant shall maintain books, ledgers, invoices, accounts and othei records and
documents evidencing costs and expenses related to the Services foi a period of three (3)
years, of 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, repiesents the
entire agreement and understandmg between the Parties as to the matters contained herein,
and any prior negotiations, wntten proposals 01 verbal agreements relating to such matters
are superseded by this Agreement Except as otherwise provided foi herein, any
amendment to this Agreement shall be in writing, approved by City and signed by City and
Consultant
8 7 This Ab cement shall be governed by and construed in accordance with the laws of the
State of California
8 8 If one a1 more of the sentences, clauses, paragraphs 01 sections contained in this Agreement
is declared invalid, void 01 unenforceable by a court of competent jurisdiction, the same
shall be deemed severable from the remainder of this Agreement and shall not affect,
=pan or invalidate the remaining sentences, clauses, paragraphs 01 sections contained
herein, unless to do so would deprive a Party of a material benefit of its bargain under this
Agreement
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IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have signed
m confirmation of this Agreement
CITY OF REDLANDS ConvergeOne
By (24-34—lCk
Paul W Foster, Mayor
Attest
1i - Donaldson, City Clerk
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By
Step en Monr- is, Vice President
SLED
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EXHIBIT "A"
SCOPE OF SERVICES
CITY OF REDLANDS "PROJECT SERVICES"
▪ opefiervteA
This document outlines the tasks and responsibilities foi Convei geOne professional services teams
to optimize the City's computes netwoik systems foi operational stability, scaling demand, and
streamlined operation Several projects have been identified that will promote best practices with
regard to architectural configuration, streamlined netwoik management and security, and
replacement of aged netwoik components
= f oject SeG Eves
This section provides the typical approach that will be used as a project nnplementation raodmap
Kickoff
Conduct Kickoff meeting with the Client to 1 eview and finalize the tecluucal approach, parameters,
and detailed project schedule to ensure all parties are operating undei like-minded expectations for
the project
Project Introductions
o Resource Alignment and Scheduling
o Project Manager Introduction
o Engineering Introduction
o Client and Stakeholder introduction
➢ Communication
o Contact lists
o Escalation paths
o Remote access, credentials, and coordinated Client sponsorship
- Project Planning
o Holistic Project Review
o Project Goals and Review
o PreSales to Deployment Engineering handoff
a Project Timelines and Coordination
m Priority objectives
oi Dependencies
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• Cutovei windows
• Planned outage approach
o Potentials fol. Delay (Client and ConvergeOne)
Planning and Design
Incorporate both discovery and engineering in preparation foi formal High -Level Design (HLD)
and Low -Level Design (LLD) documentation During this process, all elements that potentially
impact project success are examined Once complete, detailed design recommendations and a
project implementation schedule are created that will ensure the proposed solution meets the
Client's requirements
9 System and Process
o Conduct interactive planning woikshops to investigate strategic IT and business
objectives
o With Client, gathei, receive and ieview current configuiations and design
documents
o Identify and Collaborate on end -state changes required by the design
o Review applicable Security and Sustainability measures
o Plan foi change management and reversion
o Create a detailed project implementation plan
o Document netwoik configuration requirements including but not limited to the
following
egt SNMP Strmgs
• IP Addiesses
• NTP
• DNS
Execution
➢ Implement LLD tasks foi optimization services m support of the following architectural
outcomes as defined by ConveigeOne and Client m the Planning and Design phase
a IT Resilience in PD and department environments
o Improved Security posture
o Application fine-tuning and policy control
o Automation
o Network visibility
o Connectivity and network availability
o Modernization
Post -Configuration
Administrator Ti arning
o Documentation & Change Management
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o Complete Adininisti ative Training and Handoff
o Agreement and Sign off from Client
Project Closeout
At the conclusion of each project, ConvergeOne and the Client will conduct a project closeout
meeting Below are the items that will be covered in the meeting
Review of the project deliverables, majoi milestones and accomplishments
➢ Review of quality results
9 Review of any outstanding issues of Client dissatisfaction
Discussion of any furthei steps iequired by eithei the Client al CanvergeOne
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EXHIBIT "B"
Fee Schedule
Project Based Tune & Materials
• Senioi Systers/Netwoik Engineer -- Tiei 3 $255 00/1u
• Systems/Netwoik Engineer _ Tie]. 2 $190 00/hr
• Service Desk/Help Desk — Tlel 1 $125 00/1u
• Project Manages - $235 00/hr
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EXHIBIT "C"
WORKERS' COMPENSATION INSURANCE CERTIFICATION
Every employei, except the State, shall secure the payment of compensation m one 01 more of the
following ways
(a) By being insured against hability to pay compensation by one 01 more insurers duly
authorized to write compensation insurance in this State
(b) By securing from the Directoi of Industrial Relations, a certificate of consent to
self -insure, eithei as an individual employee, 01 as one employei ni a gioup of
employers, which may be given upon furnishing proof satisfactory to the Directoi
of Industrial Relations of ability to self-msuie and to pay any compensation that
may become due to his 01 hei employees
CHECK ONE
I am aware of the provisions of Section 3700 of the Laboi Code which requires every
employei to be insured against liability for Workers' Compensation or to undertake self-insurance
m accordance with the provisions of that Code, and I will comply with such provisions before
commencing the performance of the work and activities required 01 permitted undei this
Agreement (Laboi Code §1861)
I affirm that at all times, in perfornung 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
woikers' compensation laws of California Howevei, at any time, if I employ any person such that
I become subject to the woikers' compensation laws of California, immediately I shall provide the
City with a certificate of consent to self -insure, 01 a certification of woikers' compensation
insurance
I certify undei penalty of penury undei the laws of the State of California that the infonnation and
representations made in this certificate are true and correct
ConvergeOne Date
By
Stephen Monteros, Vice President
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