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HomeMy WebLinkAboutContracts & Agreements_233-2022AGREEMENT TO PERFORM PROFESSIONAL SERVICES This agreement for the provision of IT Support Services ("Agreement") is made and entered in this 1st day of November, 2022 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City") and SDI Presence LLC, a Delaware Limited Liability Company ("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 Project -based IT 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 this 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, any applicable State prevailing wage laws. ARTICLE 3 — RESPONSIBILITIES OF CITY 3.1 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. 4.1 ARTICLE 4 — PERFORMANCE OF SERVICES The term of this Agreement shall be for a period of three (3) years from the Effective Date of this Agreement (the "Initial Term"). The City shall have the option to extend the Initial Term of this Agreement by two (2) additional one-year terms (each, an "Extended Term"), on the same terms and conditions, by providing written notice to Consultant at least thirty (30) days prior to the expiration of the Initial Term or any Extended Term. 1 L:\ca\Agreements\SDI_Presence Agreement-FY22-0041.doc-jm 4.2 If Consultant's Services include deliverable electronic visual presentation materials, such materials shall be delivered in a form, and made available to 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 Compensation: 5.2 The compensation for Consultant's performance of the Services shall not exceed the amount of Three Hundred Thousand dollars ($300,000) for the Services provided during the Initial Term. Should this Agreement be extended, the compensation for Consultant's performance for the Services shall not exceed the amount of One Hundred Thousand dollars ($100,000) for the first Extended Term; and One Hundred Thousand dollars ($100,000) for the second Extended Term, bringing the total possible amount of compensation to a not -to -exceed amount of Fine Hundred Thousand dollars ($500,000). For the Initial Term and each Extended Term, City shall pay Consultant on a time and materials basis up to the not to not -to -exceed amount in accordance with the rates specified in Exhibit "B," titled "Rate Schedule," which is attached hereto and incorporated herein by this reference. 5.3 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 invoice. 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; (ii) five (5) days after deposit in first class registered mail, with return receipt requested; (iii) on the actual delivery date if deposited with an overnight courier; or (iv) on the date sent by facsimile or electronic mail transmission (including PDF), 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.O. Box 3005 (mailing) Redlands, CA 92373 jdonaldson@cityofredlands.org Phone: (909) 798-7531 2 L:\ca\Agreements\SDI_Presence Agreement-FY22-0041.doc jm CONSULTANT: Sharee L. Wolff, CFO SDI Presence LLC 200 E. Randolph Street, Suite 3550 Chicago, IL 60601 swolff@sdipresence.com Phone:( (312) 580-7500 Fax: (312) 580-7600 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 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 laws of the State of California. Consultant shall execute and provide City with Exhibit " C ," 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. Consultant 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. D. 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. E. 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 and appointed officials, employees and agents from and against any and all claims, losses or liability, 3 L:\ca\Agreements\SDI_Presence Agreement-FY22-0041.doc-jm including attorneys' fees, arising from injury or death to persons or damage to property occasioned by any negligent act or omission by, or the willful misconduct of, Consultant, or its officers, employees and agents in performing the Services. ARTICLE 7 — CONFLICTS OF INTEREST 7.1 Consultant covenants and represents that it does not have any investment or interest in any real property that may be the subject of this Agreement or any other source of 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. 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; (ii) 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. 4 L:\ca\Agreements\SDI_Presence Agreement-FY22-0041.doc-jm 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, result 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 any its agents shall have control over the conduct of Consultant or Consultant's employees, except as herein set forth. Consultant shall supply all necessary tools and instrumentalities required to perform the Services. Assigned personnel employed by Consultant are for its account only, and in no event shall Consultant or personnel retained by it be deemed to have been employed by City or engaged by City for the account of, or on behalf of City. Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent, nor shall Consultant have any authority, express or implied, to bind City to any obligation. 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, without regard to its conflicts of laws provisions. The Parties agree that all actions or proceedings arising in connection with this Agreement shall be tried 5 L:\ca\Agreements\SDI_Presence Agreement-FY22-0041.doc-jm and litigated only in the state courts located in San Bernardino County, California, and the federal courts located in Riverside County, 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. IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have signed in confirmation of this Agreement. Paul T. Barich, Mayor ATTEST: &anne Donaldson, City Clerk 6 L:\ca\Agreements\SDI_Presence Agreement-FY22-0041.doc jm SDI Presence LLC SW-e-_ L . w o \-41 (j1 o Printed Name, Title EXHIBIT "A" SCOPE OF SERVICES Overview of Proposed Services 1. SDI personnel will perform a comprehensive assessment of the current state of the environment. This assessment includes, but is not limited to, system scans, deployment of host -based monitoring and reporting tools, and hands-on inspection of infrastructure devices. The resulting baseline snapshot includes an inventory of computer hardware including virtualized assets, software including version details, and network infrastructure devices including interconnection details. This initial assessment is intended to help gauge deviations from generally accepted information technology management best practices. 2. The SDI management team, along with key SDI personnel, will interview organizational stakeholders to document historical challenges, current operations, and discuss departmental objectives requiring IT solutions and support. 3. SDI will produce a comprehensive report for your management that includes the baseline snapshot information, summary of stakeholder discussions, and recommendations for short-term corrective measures and long-term solutions targeting optimal IT operations to meet organizational objectives. In summary, this report helps support the development of a guide for system management services and serves as supporting documentation for an IT Master Plan. Note that recommendations may also include reduction or expansion of specific hardware/ software platforms, modifications to currently employed technologies, and augmentation/training for staff. All recommendations are substantiated with information gathered throughout the assessment. Specific Services Included Server Support SDI's server support methodology is integrated within the overall endpoint management practices described below in the Managed Services Technology section. In general, SDI typically furnishes clients with an Information Technology Service Management solution to increase the efficiency and effectiveness of the entire service offering. This host -based continuous monitoring agent, installed on each computer endpoint, conducts environmental data collection and provides a centralized IT management portal. SDI will perform initial assessments of hardware problems as well as basic upgrades (RAM, storage, controller cards), however on -site technicians generally defer to manufacturer warranty coverage for hardware failures. 7 L:\ca\Agreements\SDI_Presence Agreement-FY22-0041.doc-jm Services management such as Active Directory, DHCP, DNS, Group Policy, Print and Document Services, 115, Windows Deployment Services, and Windows Server Update Services are all managed as a part of the core operations for all environments. SDI will implement a monthly patch management schedule for server operating systems wherein select non -critical servers will receive operating system and application patches as a part of a test group. In the event these servers experience problems with the patches, a rollback process will be enacted. If no problems are identified, the patches will be applied to the remaining servers. Office 365 Administration Procurement SDI will assist with the procurement of Microsoft licensed products by leveraging existing Enterprise Agreements previously negotiated by larger organization(s) to obtain favorable pricing not typically available to smaller local government organizations. Modernization SDI will transition the City's email system from a version -based Microsoft Office model to software as a service with subscription -based Office 365 hosted on Microsoft 365 Government Community Cloud (GCC), including Microsoft -hosted email solutions, Active Directory/ Azure synchronization, OneDrive, SharePoint Online, and Teams. Administration SDI will perform conversions/migrations for Microsoft 365 as well as ongoing management of existing 365 environments. Typical administration begins with the information management policy development and configuration for new environments, or policy assessment in collaboration with organizational stakeholders for existing environments. Examples of policy considerations vary widely from on -premises only office productivity suites. SDI will configure municipal client hosted environment within the Microsoft 365 Government Community Cloud (GCC) which provides compliance with federal requirements for cloud services, including FedRAMP High, Defense Federal Acquisition Regulations Supplement (DFARS), and requirements for criminal justice and federal to x information systems (CJI and FTI data types). Network Administration SDI can and will manage numerous firewalls from manufacturers such as Cisco, Fortinet, Sonicwall; site -to- site VPNs, and remote -access VPNs leveraged for both border security and internal segmentation at several sites. Additionally, SDI can migrate clients to application -layer/ next -generation firewalls (NGFW) to provide a more unified threat management platform that includes application -layer visibility to increase understanding of application traffic, expanded traffic control options beyond blunt allow/deny, reduction of threat vectors, improved performance and security, and simplified management. 8 L:\ca\Agreements\SDI_Presence Agreement-FY22-0041.doc-jm Network infrastructure monitoring and alerting is typically performed using a mixed on -premises and cloud -based network monitoring tool to perform continuous monitoring of network devices and traffic. This service provides: • A real-time view of the City's network, including all the devices and interconnections • A real-time inventory of all the technology on the City's network • Automated backups of network infrastructure configurations • 24/7 proactive infrastructure monitoring and alerting • Automated troubleshooting tools and secure remote access to the City's infrastructure devices • Performance reports Security Administration SDI can establish a robust and layered security model when feasible. Details of the City's existing INFOSEC model are purposely excluded from this document to preserve the integrity of that model. In general terms, SDI will develop a comprehensive INFOSEC proposal to address any observed deficiencies in the City's adherence to a generally accepted risk management framework applicable to government -owned systems. Labor hours to implement INFOSEC recommendations by SDI included within the scope of services. There is, however, the potential for additional software, hardware, and licensing costs that must be borne by the City to proceed. The proposal will include assessment of existing, and recommendations to implement, the following technologies: • Intrusion detection system/intrusion prevention system (IDS/IPS) • Security information and event management (SIEM) • Audit logging and correlation of compatible computer systems • Audit logging and correlation of compatible network infrastructure equipment • Endpoint security [e.g., firewall, anti -virus, anti-malware, application whitelisting, etc.] • Vulnerability assessment and management • Disaster planning [e.g., IT contingency planning, continuity of operations, etc.] Managed Services Technology SDI will furnish the City with an Information Technology Service Management (ITSM) solution to increase the efficiency and effectiveness of the entire service offering. This ITSM employs a host -based continuous monitoring agent, installed on each computer endpoint, to conduct environmental data collection and centralize IT management. This highly configurable agent improves the efficiency of IT management through: • Centralized remote administration, support, and power management • Customized continuous monitoring and alerting • Operating system patch -level monitoring and management • Endpoint status reporting and alerting • Inventory tracking 9 L:\ca\Agreements\SDI_Presence Agreement-FY22-0041.doc-jm The monitoring and alerting feeds into the helpdesk ticket and resolution tracking component, thereby automating the tracking of system -generated alerts. Desktop endpoint management services typically include setup and configuration of desktops; ongoing hardware diagnostics and support of all desktops, printers, and other peripherals; maintenance of operating system and application patch levels in accordance with agreed -upon outage schedules; installation, upgrades, and troubleshooting of software as required; maintenance of accurate hardware and software inventories; performance of minor hardware installations and modifications on IT equipment. Server endpoint management services typically include the same as desktop endpoints with the addition of administration of server -based file systems to ensure that access to organizational data is secure and available for authorized users/groups, administration of Active Directory, enterprise application support. Typical monthly patch management schedules include select users and systems that receive the operating system and application patches as a part of a test group. In the event these users experience problems with the patches, a rollback process will be enacted. If no problems are identified, the patches are applied to the remaining workstations. Project Management SDI will provide a comprehensive suite of project management and IT services to the City. The scope of services provided include specialized planning and management of mission -critical public safety applications, large-scale software and hardware upgrade/replacement projects, custom software development, data -center operations, and routine O&M. The scope of support levels ranges from supplemented IT support, wherein SDI provides part-time/full-time IT professionals to supplement municipal IT staff as needed, to full -service IT support, wherein SDI provides full-time IT consultants to lead IT operations, and project managers for consultative technical implementations. Projects range from conception, wherein SDI performs technology assessments and strategic planning, to full implementation wherein SDI assumes control of in- progress projects, and SDI can execute full life -cycle projects identified post -assessment. Law Enforcement Mobile Data Computing SDI can provide MDC tier 1-3 support 24/7/365 for many Southern California Law Enforcement agencies. All of SDI employees will meet CJIS security requirements and have passed an extensive background check similar to that conducted by law enforcement. SDI will apply its extensive knowledge of all aspects of MDCs for law enforcement use including Microsoft operating systems for PC and servers, Office 365, mobile device management software, image creation for fast and efficient hardware deployment/restore, VPN in a mobile environment, and CAD/RMS systems to name a few. SDI will employ certified Spillman technicians supporting several Spillman clients. SDI will employ its extensive experience with the design and deployment of the MDC in -vehicle and backbone hardware and software for law enforcement applications. 10 L:\ca\Agreements\SDI_Presence Agreement-FY22-0041.doc-jm EXHIBIT "B" RATE SCHEDULE The following is a breakdown of the City's requested services and the minimum SDI resource types identified to deliver on each service requirement. ♦ Network Assessment, Engineering, and Tuning o SDI Resources Needed: - System Engineer - Network Engineer - Certified Security Specialist - Subject Matter Expert • System/Server/Network Administration o SDI Resources Needed: - Technician Level 3 - System Engineer - Network Engineer - Certified Security Specialist • Operational Support o SDI Resources Needed: - Technician Levels 1 - 3 - System Engineer - Network Engineer • Law Enforcement Mobile Data Computing o SDI Resources Needed: - Technician Level 2 — 3 - System Engineer ♦ Project Management Services o SDI Resources Needed: - Project Manager - Virtual Chief Information Officer - Subject Matter Expert 11 L:\ca\Agreements\SDI_Presence Agreement-FY22-0041.doc-jm SDI Hourly Rate Table Please use this table for determining hourly rates. Position Hourly Rate Technician (Level 1) $74.00 Technician (Level 2) $84.00 Technician (Level 3) $94.00 Project Manager $127.00. System Engineer $129.00 Software Developer $132.00 SQL DBA $132.00 Network Engineer $13 8.00 Software Architect $145.00 Certified Security Specialist $145.00 Virtual Chief Information Officer $165.00 Subject Matter Expert $185.00 Annual adjustments to these hourly rates will incorporate a 5% increase. SDI retains the right to increase hourly rates in accordance with the U.S. Bureau of Labor Statistics, Riverside — San Bernardino — Ontario all urban consumers CPI table. At the time of the contract's yearly renewal date, the CPI for the previous 12-months will be utilized to determine the CPI. If the CPI is greater than 5%, SDI may increase rates to match the CPI increase for the given period. Hours/Days When Normal Service is Available: Normal service is available Monday through Friday, 7:00 AM to 5:00 PM. We will provide services as required by the RFP. Additional days for special projects or meetings, are to be agreed upon by both parties via a Scope of Work and billed using the rate table above. We also understand the need for emergency service 24 hours, a day, 7 days a week, and there is no additional rate for such services. The same hourly rates apply to any time of day, or day of the week, including holidays and declared emergencies. Travel/Trip Charges (if any): None Rate(s) for After Hours Work: The same hourly rates apply to any time of day, or day of week, including holidays anddeclared emergencies. 12 L:\ca\Agreements\SDI_Presence Agreement-FY22-0041.doc-jm Rate(s) on Weekends and Holidays: Same as above. Minimums: None Alternate pricing structures (such as block of hours): Hours may be purchased as a block for specified projects. SDI will apply a discount to the hourly rate table (all resources listed) when hourly rates are purchased in discount quantities for any specific service listed above. Block of Hours Range Discount Rate 50 — 149 2% 150 — 299 4% 300 and Greater 6% 13 L:\ca\Agreements\SDI_Presence Agreement-FY22-0041.doc-jm 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. CHECK ONE 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. SDI Presence LLC By: 0,A-P u _ 636,-*l Sho►(0-fi-- L I LJ o \ , C Printed Name, Title 14 Date: L:\ca\Agreements\SDI Presence Agreement-FY22-0041.doc-jrn