HomeMy WebLinkAboutContracts & Agreements_152-2013_CCv0001.pdf AGREEMENT TO SUPPLY SOFTWARE AND HOSTING SERVICES
This agreement for software and hosting services ("Agreement") is made and entered in
this 30`" day of July, 2013 ("Effective Date"), by and between the City of Redlands,a municipal
corporation("City)"and Innovative Hosting Solutions LLC. ("Contractoe'). City and Contractor
are sometimes individually referred to herein as a"Party" and, together, as the"Parties."In
consideration of the mutual promises contained herein, City and Contractor agree as follows:
ARTICLE I —ENGAGEMENT OF CONTRACTOR
1.1 City hereby engages Contractor to provide software and hosting services for City (the
"Services").
1.2 The Services shall be performed by Contractor in a professional manner, and Contractor
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 companies in the industry providing like and similar types of Services.
ARTICLE 2 — SERVICES OF CONTRACTOR
2.1 The Services that Contractor shall perform are more particularly described in Exhibit
"A," entitled"Scope of Services," which is attached hereto and incorporated herein by
reference.
2.2 Contractor shall comply with applicable federal, state and local laws and regulations in
the performance of the Services.
ARTICLE 3 — RESPONSIBILITIES OF CITY
3.1 City shall make available to Contractor information in its possession that may assist
Contractor in performing the Services.
3.2 City designates Chris Diggs, Deputy Municipal Utilities and Engineering 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 Contractor shall perform and complete the Services in a prompt and diligent manner.
Contractor shall supply hosting services for a term of twenty four(24)months from the
Effective Date of this Agreement.
ARTICLE 5 —PAYMENTS TO CONTRACTOR
5.1 The total compensation for Contractor's performance of the Services shall not exceed the
amount of Twenty Nine Thousand Six Hundred Thirty Dollars ($29,63)0.00), based upon
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the rates shown in Exhibit"B," entitled"Rate Schedule" which is attached hereto and
incorporated herein by this reference.
5.2 Contractor shall submit monthly invoices to City describing the Services performed
during the preceding month. Contractor'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. City shall pay Contractor no later than thirty (30)days after receipt
and approval by City of Contractor's invoice.
5.3 All notices shall be given in writing by personal delivery or by mail. Notices sent by mail
should be addressed as follows:
City Contractor
Chris Diggs David Briggs
Deputy MUED Director Managing Member
City of Redlands Innovative Hosting Solutions, LLC.
35 Cajon Street, Suite 15A 7160 N. Dallas Parkway, Suite 300
Redlands, CA 92')73 Plano, TX 75024
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 whom notices
and payments are to be given by giving notice pursuant to this section 5.3.
ARTICLE 6— INSURANCE AND INDEMNIFICATION
6.1 Insurance required by this Agreement shall be maintained by Contractor for the duration
of its performance of the Services. Contractor shall not perform any Services unless and
until the required insurance listed below is obtained by Contractor. Contractor 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.
6.2 Contractor shall secure and maintain Workers' Compensation and Employer's Liability
insurance in accordance with the laws of the State of California, with an insurance carrier
acceptable to City as described in Exhibit"C." entitled "Workers' Compensation
Insurance Certification," which is attached hereto and incorporated herein by this
reference.
6.3 Contractor 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 and
such insurance shall be primary and non-contributing to any insurance or self-insurance
maintained by City.
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6.4 Contractor shall secure and maintain professional liability insurance throughout the term
of this Agreement in the amount of One Million Dollars ($1,000,000)per claim made.
6.5 Contractor shall have 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 Contractor owned vehicles
used in connection with Contractor'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.
6.6 Contractor 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 and negligent act, omission or failure to act by Contractor, its officers,employees and
agents in performing the Services.
ARTICLE 7—CONFLICTS OF INTEREST
7.1 Contractor 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 Contractor's Services. Contractor 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.
7.2 Contractor agrees it is not a designated employee within the meaning of the Political
Reform Act because Contractor:
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 authorization or
entitlements;
(iii) authoring City to enter into, modify or renew a contract;
(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 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.
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7.3 In the event City officially determines that Contractor must disclose its financial interests,
Contractor shall complete and file a Fair Political Practices Commission Form 700, State
of Economic Interests with the City Clerks' 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 Contractor 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.
8.3 Project related documents, records, drawings, designs, cost estimates, electronic data
files,databases and any other documents developed by Contractor 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.
8.4 Contractor is for all purposes under this Agreement an independent contractor and shall
perform the Services as an independent contractor. Neither City nor of its agents shall
have control over the conduct of Contractor or Contractor's employees, except as herein
set forth. Contractor shall supply all necessary tools and instrumentalities required to
perform the Services. Assigned personnel employed by Contractor are for its account
only, and in no event shall Contractor 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. Contractor
shall have no authority, express or implied, to act on behalf of City in any capacity
whatsoever as an agent, nor shall Contractor have any authority, express or implied, to
bind City to any obligation.
8.5 Unless earlier terminated as provided for below, this Agreement shall terminate upon
completion and acceptance of the Services by City; provided, however this Agreement
may be terminated by City, in its sole discretion, by providing thirty (30)days prior
written notice to Contractor(delivered by certified mail, return receipt requested) of
City's intent to terminate. If this Agreement is terminated by City, an adjustment to
Contractor's compensation shall be made, but (1) no amount shall be allowed for
anticipated profit or unperformed Services, and (2) any payment due Contractor at the
time of termination may be adjusted to the extent of any additional costs to City
occasioned by any default by Contractor. Upon receipt of a termination notice,
Contractor 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 Contractor in
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performing the Services. Contractor shall be compensated on a pro-rata basis for Services
completed up to the date of termination.
8.6 Contractor 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
Contractor pursuant to this Agreement. Such books shall be available at reasonable times
for examination by City at the office of Contractor.
8.7 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 Contractor.
8.8 This Agreement shall be governed by and construed in accordance with the laws of the
State of California.
8.9 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
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.
8.10 In connection with this Agreement, Contractor may have access to or be exposed to
information of City that is not generally known to the public, such as information
pertaining to software, data, reporting, pricing, and trade secrets, which may be
designated as confidential or which, under the circumstances surrounding disclosure,
ought to be treated as confidential (collectively, "Confidential Information").
Confidential Information may not be shared with third parties unless such disclosure is to
Contractor's personnel, including employees, affiliates, agents, and subcontractors, on a
"need-to-knoNV'basis in connection with this Agreement, so long as such personnel have
agreed in writing to treat such Confidential Information under terms at least as restrictive
as those herein. Contractor agrees to take the necessary precautions to maintain the
confidentiality of City's Confidential Information by using at least the same degree of
Party as such�a :v employs with respect to its own Confidential Information of a similar
nature, but in no case less than a commercially reasonable standard of care to maintain
confidentiality. The foregoing shall not apply to information that Contractor can show
through written records (1) was known by it before its receipt from City; (2) is or
becomes public knowledge through no fault of Contractor; or(3) is rightfully received by
Contractor from a third party without a duty of confidentiality. If Contractor is required
by a court or government agency to disclose Confidential Information, Contractor shall,
subject to any specific lawful restrictions, provide advance notice to City before making
such a disclosure. The obligations with respect to Confidential Information shall survive
any termination of the Agreement and continue for five (5) years from the date of
disclosure. All Confidential Information relating to City's technological and
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telecommunications systems that is provided by City to Contractor, or which Contractor
obtains as a result of the performance of its Services, shall be held strictly confidential by
Contractor and shall not be used for any purpose other than for Contractor's performance
of the Services under this Agreement . Contractor hereby agrees acknowledges and that
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any disclosure or improper use by Contractor of Confidential Information could cause
City substantial damages, and also irreparable injury for which there is not an adequate
remedy at law. Therefore, in the event of any such action, City shall be entitled in
addition to all other remedies which it may have hereunder or at law or in equity, to a
temporary and/or permanent injunction with a decree for specific performance of the
terms hereof without being required to furnish a bond or other security. Jurisdiction in
any action for injunctive relief shall be a court of competent subject matter jurisdiction in
California, with venue in San Bernardino, California.
IN WITNESS WHEREOF, duly authorized representatives of City and Contractor have signed
in confirmation of this Agreement.
CITY OF REDLANDS Innovative Hosting Solutions, LLC.
By: NZ-1 By:
Tina T. Kundig, Finance Direct6i,---- David Briggs, Manag ga Member
ATTEST:
f
Sam irwin, City Clerk sU
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Exhibit "A"
Scope of services:
A. HOSTED SERVICE
Contractor offers a premier hosting, service for all the software included in this proposal response
(Oracle,'Primavera P6 and Contract Manager CM). Contractor hosting is a unique service that leverages a
highly secure, virtualized computing environment. The cloud environment allows City to use the very best
computing power in the industry, on-demand, with a scalability that cannot be achieved in a traditional
hardware centric model.
The Cloud solution rests on a foundation of an industry leading Infrastructure-as-a-Service(laaS)platform
which resides in new, Tier III (with Tier IV attributes)data centers. The data centers are connected to each
other and the world through buried-fiber,private DWDM, carrier-grade Networks.A highly-available(HA)
firewall, load balancing, and switching fabric is then added,providing hundreds of thousands of concurrent
session capabilities with the ability to shift loads between physically separated cloud infrastructures.
Contractor has HP blade servers running VM Ware and SAN that round out the infrastructure,giving City
the ability to rapidly scale computing and storage capacity.
B. MIGRATION OF ENVIRONMENT
With Contractor In frastructure-as-a-Service offering City maintains ownership of the licenses and can have
them deployed in a hosting environment or on-premise (if at a later time City wishes to bring it back 'in
house'). The migration of data from hosted to on-site would be consistent with migrating the data from
separate server environments in-house. The operation should be planned and managed with qualified
personnel but it is a common issue and IHS can provide assistance, if needed.
D. DEPLOYMENT
I. HOSTING ENVIIZONMENT
The hosting environment Contractor is providing makes use of 3 data centers. Two centers exist in Dallas,
Texas and one in Northern Virginia. Specifications and features for Dallas I and Dallas 11 are listed below.
It. 5AS70/SSAE -1.6 CERTIFICATION
The Hosting facility is SAS70 and SSAE-16 Certified. The Type 11 certification was achieved 11/2009 and
the auditor was KPMG. 2012 SSAE-16 audit successfully completed in December 2012.
111. UPTIME PERCENTAGE
Over the last 12 months our hosting facility has provided 100%uptime and guarantees a 99.999%uptime.
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Space -Features 12,500 of Tier III (with Tier IV attributes)data center space
- Data centers offer cages and lockable cabinets situated on a 32-inch raised
floor
Access and Security -Data center is provided 2417 onsite uniformed security
•Cage access is controlled by biometric and/or key card access readers.
• Each data center has a minimum of 4 security checkpoints that are key card
and/or biometric access controlled
-All access points,common areas and the building perimeter are monitored
by CCTV at the data center security station and remotely at the NOC facility
- Security images are maintained in accordance with PCI requirements
Monitoring -All critical building systems are monitored 24/7 in the Network Operations
Center
Air Conditioning and -Cooling is configured as N+1 with redundant header chilling loop
Cooling
Conduits and Risers -Multimode and single-mode fiber conduits(redundant pathways)to the
meet-me-room
Electrical Power -Space offers a total capacity of 2.0 megawatts of power
• UPS and PDU to the floor configured 2N
• Power is served by N+1 utility with three diverse paths to the facility
• Each substation is served by a separate power generation plant
•True A/B power is delivered to the data center floor with redundant PDUS
and RPPs.
• Power is monitored to the branch circuit level
Generator Yard -Dallas 11 are configured N+1 with additional rollup capacity
•Generator yard is located behind a 30foot high retaining wall around the
perimeter for security
•Generators are tested on a weekly basis
• Data center is supported by redundant refuel contracts
Fire Suppression -Data center has under-floor and overhead smoke detection system and a
double-interlock reaction daiie suiression system
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Space � -Features 25,000 of Tier III (with Tier IV attributes)data center
sc pa e
- Data centers offer cages and lockable cabinets situated na32inch7raised
Space -Features 12,500 of Tier III (with Tier IV attributes)data center space
- Data centers offer cages and lockable cabinets situated on a 32-inch raised
floor
Access and Security -Data center is provided 24/7 onsite uniformed security
•Cage access is controlled by biometric and/or key card access readers.
• Each data center has a minimum of 4 security checkpoints that are key card
and/or biometric access controlled
-All access points,common areas and the building perimeter are monitored
by CCTV at the data center security station and remotely at the NOC facility
-Security images are maintained in accordance with PCI requirements
Monitoring -All critical building systems are monitored 24/7 in the Network Operations
Center
Air Conditioning and -Cooling is configured as N+1 with redundant header chilling loop
Cooling
Conduits and Risers -Multimode and single-mode fiber conduits(redundant pathways)to the
meet-me-room
Electrical Power -Space offers a total capacity of 2.0 megawatts of power
•UPS and PDU to the floor configured 2N
• Power is served by N+1 utility with three diverse paths to the facility
• Each substation is served by a separate power generation plant
•True A/B power is delivered to the data center floor with redundant PDUS
and RPPs,
. Power is monitored to the branch circuit level
Generator Yard -Dallas 11 are configured N+1 with additional rollup capacity
-Generator yard is located behind a 30foot high retaining wall around the
perimeter for security
•Generators are tested on a weekly basis
• Data center is supported by redundant refuel contracts
Fire Suppression •Data center has under-floor and overhead smoke detection system and a
double-interlock preaction dry-pipe suppression system
Space •Features 25,000 of TieBI I I (with Tier IV attributes)data center space
HA inch raised
flr
Exhibit"'B"
Rate Schedule
Fee Units Total Fee
11 users of Oracle Primavera P6 r8.2(web+optional client) $737/mo.($67/mo./user) 24 $ 17,688
11 users of Oracle Contract Manager v14(web only) $528 Imo.($48/user/mo.) 24 $ 12,672
Tier-1 (Database)Storage Size=5 GB with 5 working days of backup,
Total Tier-1 disk space--25 GB
Attachment storage size(for use with Contract Manager)=275 GB Included NC
User Licenses for TS Cal,Windows Cal,and SOL Server Licenses
Setup and Install of P6 and CM with integration of between P6 and GM
(One-time fee) $1,500 1 $ 1,500
Lump sum payment amount(Setup and Install plus total monthly
payments)less discount $ 31,860
Discount 7% $ (2,230),
Total $ 29,6301
Services Included:
24x7 hardware and infrastructure support including servers,network,and
power
Patch and hotfix deployment
Disaster recovery
Account user access and password administration
Additional Items Not Included:
Additional disk Tier-1(Database)space greater than 25 GB $5/GB/mo.
Attachment storage for use with Contract Manager greater than 275 GB $0,50/GB/mo.
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Exhibit"C"
WORKERS' COMPENSATION INSURANCE CERTIFICATION TO PERFORM
HOSTING SERVICES AND TO PROVIDE SOFTWARE
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).
Innovative Hosting Solutions, LLC.
By:
David Briggs, Managing Member Date:
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