HomeMy WebLinkAboutContracts & Agreements_104-2025AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This agreement for the provision of Cloud VoIP Services Migration ("Agreement") is made
and entered in this 3' day of June, 2025 ("Effective Date"), by and between the City of Redlands,
a municipal corporation ("City") and ICS Intelesys, Inc., a California corporation. ("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 Cloud VoIP Services Migration 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.
ARTICLE 4 — PERFORMANCE OF SERVICES
4.1 Consultant shall perform and complete the Services in a prompt and diligent manner in
accordance with the schedule set forth in Exhibit "B," titled "Project Schedule," which is
attached hereto and incorporated herein by reference.
4.2 The term of this Agreement shall be for a period of five (5) years from the Effective Date
of this Agreement, unless terminated earlier as provided herein.
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4.3 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: The compensation for Consultant's performance of the Services shall not
exceed the amount of Seventy -Four Thousand Sixty -One Dollars ($74,061.00) for the
Services provided during the Term of five years. For the five-year term, City shall pay
Consultant for both materials and professional services on a not -to -exceed amount in
accordance with the rates specified in Exhibit "C," titled "Solution Platform Pricing",
which is attached hereto and incorporated herein by this 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
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
CONSULTANT:
Aaron Betts, President
ICS Intelesys, Inc.
3155 B Sedona Court
Ontario, CA 91764
aaronb@it4ps.com
Phone: (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
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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 "D,"
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,
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.
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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 agovernmental 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 Cleric.
ARTICLE 8 — GENERAL CONSIDERATIONS
8.1 hi 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, result in City's immediate termination of this Agreement.
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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 and
litigated only in the state courts located in San Bernardino County, California, and the
federal courts located in Riverside County, California.
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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.
CITY OF REDLANDS
Icy:
u4c ).'-e
Mario Sauced , Mayor
ATTEST:
a4av�
J e Donaldson, City Clerk
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ICS Intelesys"fac.
By: --
Aaron Betts, President
EXHIBIT "A"
SCOPE OF SERVICES
Through many municipal implementations, Consultant has developed a 6 Phase White Glove
Implementation Process that will be directed by Consultant's' Project Team consisting of a
Project Manager, Account Manager, and Senior Engineer.
Phase 1: Discovery
During this phase - Consultant will focus on "as built" information as a starting point and
identify areas needing change such as network assessment data, routing, and third -party product
integration. This will be an efficient process with little strain on the department's internal
resources. Consultant will explore 3rd party items, such as elevators, door boxes, and panic
buttons that need to be incorporated into the system. Consultant will gather all current City
phone numbers to ensure all numbers move to the new solution.
Phase 2: Design
In this phase, Consultant will utilize all information gathered to create the design for City.
Consultant will tailor the system to ensure that it provides the best experience for external callers
and internal staff alike. Consultant will design the system to be intuitive so that users are quick to
adopt features.
• Consultant will take a 2-focus approach to design:
What is required now to meet the City's needs?
What is the City's future direction ?
• Consultant understands the need of an intentional design for municipal entities. From
design points such as call flow and numbering plans to programmed button positions on
all phones- all details will be addressed to City staffs needs.
• Prior to initiating any programming, Consultant's project team will review the design
with City's IT staff for their approval.
• The Ring Central solution is capable of scaling beyond its current need and will therefore
be capable of growing and adapting with the City. Consultant will implement best
practices early in the design phase that will allow the system to accommodate future
growth.
• As phone use changes, both the Ring Central architecture and Consultant's proactive
design requires minimal effort to add, change, or remove resources as needed. This
allows tight alignment with City's needs at any given time, allowing City to control costs
and resource allocation.
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Phase 3: Programming
Consultant and Ring Central will work together to program from end -to -end to ensure City will
have full control of system fitnctions with the following assurances:
City's new system is tested and benchmarked before "go -live."
Consultant's in-house voice talent will record all custom prompts and auto -attendant
menus to convey professionalism to callers.
• Consultant will perform exhaustive testing prior to conversion, including call testing,
integration testing, 911 testing, and more.
Phase 4: Conversion
This phase is the most visible to City staff. Consultant understands that disruption to staff is
unacceptable, and will schedule all installation to occur outside the business day.
• Consultant's Client Education Team will work with City's team to design the optimum
plan for training each person who will be using the existing phones on the new system.
o End -User Training Sessions: Consultant's trainers will meet with City staff in convenient
groups, small or large, at every site to introduce how to use the specific features.
o Ongoing Resources: Consultant will provide videos and documentation that can be made
accessible on City's network for users to reference as needed.
o - Consultant's engineers will confirm that all calling capabilities and quality meet City's
strict standards. Inbound and outbound calling will be tested, along with other areas,
before the system is certified "live."
o Consultant will have a dedicated team onsite during and after City's numbers are ported
to the Ring Central solution to ensure a seamless transition.
o Consultant's project team will work side -by -side with City staff for any questions and
hands-on support for the initial start and first use of the newly implemented system.
o Consultant will work 1-on-1 with executives and key individuals of City to ensure their
comfort with the functions they need to be effective.
o During the conversion, Consultant will maintain a list of any modifications that are
requested so that the project team can work with City to prioritize how they are
addressed.
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Phase 5: Wrap -Up
• Comprehensive Administrator Training: City's system administrators will receive
customized training led by a certified Ring Central engineer.
Any outstanding items on the list we've created are addressed in full.
• Consultant's project team will have a Post -Install Meeting with City to review the
success of the implementation.
Phase 6: Transition to Support
As a municipal entity, City will continue to receive a high level of service long after the
deployment is complete.
• Consultant's Service Manager will personally meet with City's team to formally
transition the system to support.
Consultant will conduct a meeting with their Service Team to familiarize them with
City's account and how Consultant has designed the Ring Central system. The Service
Team will strive to understand the City's operations to provide customized service and
support.
• As security updates and new features are released by Ring Central, City staff will receive
those updates outside of normal business hours to minimize productivity impact.
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I \emoFAgreements\ICS Intelesys, Inc. Agreement FY25-0070.docx-ms
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EXHIBIT "C"
SOLUTION PLATFORM PRICING
intelesys Manged - Ping EX Professk wW Services (includes design,
S
521950.00
programming, training and onsite deployment)
Pfofessional Services Discount
S
gi,237_Sf�i
Ping Eli Training
4,WO.80
Trxnmr Diwoint
ftingCentral Mtanaged - kingCX Instatl
S
S,i]D0.00
XgngCentra! k,%CX insrall Nw-ouni
(2,WO xI
One-time Total
5
49.O97_SO
Total first year costs
5
49,0117.50
Second Year Sinop Costs
S
6.243,40
Mrd Year support Costs
S
6,243.40
Total "Win YOW Costs
3
61,574-70
fourth Year Support Costs
6,24340
fifth Year Support Costs
5
6.2s3.40
Total five Year Total Costs
S
74,061.10
11
L•1emolAgreementsUCS Intelesys, Inc. Agreement FY25-0070.docx-ms
EXHIBIT "D"
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
XI 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.
ICS Intelesys,/Il'
By:� Date: 5/20/25
Aaro6 Betts, President
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