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03.05 Information Technology Consulting Agreement pF Op� ��,5,`�a�a R P o a,a'r�r��'� �:..: :�z AGENDA ITEM �ti.._.. ,�Q 4'�.�•'P?Ra s,�ee�:`� `bU�G�' May 14, 2019 TO: Honorable Mayor and Members of the City Council THRU: Rick Otto, City Manager FROM: Will Kolbow, Administrative Services Director�^„����✓ REVIEW: City Manager Finance � 1. SUBJECT Consultant Services Agreement with SDI Presence, LLC for information technology consulting and support. 2. SUMMARY This agreement with SDI Presence, LLC will provide professional services for information technology consulting and support, including the development of a Request for Proposal for help desk and tier 1 technical support in the Information Technology Department and other services as necessary. 3. RECOMMENDED ACTION Approve the agreement with SDI Presence, LLC in the amount of$26,250 and authorize the Mayor and City Clerk to execute the agreement on behalf of the City. 4. FISCAL IMPACT The total expenditure for this agreement is $26,250 and will be funded in the through the Information Technology Fund (780). 5. STRATEGIC PLAN GOALS Goal 2: Be a fiscally healthy community. d: Effectively manage and develop City assets. Goal 4: Provide outstanding public service. c: Enhance technology to improve public accessibility to information and services. 6. DISCUSSION AND BACKGROUND In April 2019, the City Council approved the structure for the City's Information Technology (IT) Department. This included the approval of eight new full-time positions to support the City's IT infrastructure and needs. In addition, the City Council directed ITEM �•5 1 05/14/2019 staff to develop a Request for Proposal (RFP) for supplemental services, such as help desk, tier 1 technical support, and items related to cyber security. The City had previously contracted for most IT services. The latest IT contract was entered into in 2011. SDI Presence (formerly NexLevel) assisted the City in developing the RFP that resulted in the contract. In addition, SDI provided services recently to assist in the development of the City's plan for IT services going forward, which culminated in the structure approved by the City Council in April. Because of SDI's knowledge of City IT operations and the exemplary service provided previously, staff is recommending a Consultant Services Agreement with SDI Presence to assist in the development of a RFP for help desk and Tier 1 technical support. Staff has also discussed additional services with SDI to develop a security strategy and recovery plan. , This agreement provides for sufficient hours to begin developing strategies related to cyber security, including identification of prevention measures and a disaster recovery plan. 7. ATTACHMENT • Consultant Services Agreement with SDI Presence, LLC ITEM 2 05/14/2019 CONSULTANT SERVICES AGREEMENT THIS CONSULTANT SERVICES AGREEMENT (the "Agreement") is made at Orange, California, on this day of , 2019 (the "Effective Date") by and between the CITY OF ORANGE, a municipal corporation ("City"), and SDI PRESENCE LLC, a Delaware liinited liability company("Consultant"), who agree as follows: 1. Services. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to the reasonable satisfaction of City the services set forth in Exhibit"A," which is attached hereto and incorporated herein by this reference. As a material inducement to City to enter into this Agreement, Consultant represents and warrants that it has thoroughly investigated and considered the scope of services and fully understands the difficulties and restrictions in performing the work. Consultant represents that it is experienced in performing the work and will follow the highest professional standards in performance of the work. All services provided shall conform to all federal, state and Iocal laws, rules and regulations and to the best professional standards and practices. The terms and conditions set forth in this Agreement shall control over any terms and conditions in Exhibit "A"to the contrary. Will Kolbow, Administrative Services Director ("City's Project Manager"), shall be the person to whom the Consultant will report for the performance of services hereunder. It is understood that Consultant's performance hereunder shall be under the direction and supervision of City's Project Manager(or his designee),that Consultant shall coordinate its services hereunder with City's Project Manager to the extent required by City's Project Manager, and that all performances required hereunder by Consultant shall be performed to the satisfaction of City's Project Manager and the City Manager. 2. Compensation and Fees. a. Consultant's total compensation for all services performed under this Agreement, shall not exceed TWENTY-SIX THOUSAND TWO HUNDRED FIFTY DOLLARS and 00/100 ($26,250.00) without the prior written authorization of City. b. The above fee shall include all costs, including, but not limited to, all clerical, administrative, overhead, insurance, reproduction, telephone, travel, auto rental, subsistence and all related expenses. 3. Pavment. " a. As scheduled services are completed, Consultant shall submit to City an invoice for the services completed, authorized expenses and authorized extra work actually performed or incurred. b. All such invoices shall state the basis for the amount invoiced, including services completed,the number of hours spent and any extra work performed. c. City will pay Consultant the amount invoiced within thirty (30) days after the approval of the invoice. d. Payment shall constitute payment in full for all services, authorized costs and authorized extra work covered by that invoice. 4. Change Orders. No payment for extra services caused by a change in the scope or complexity of work, or for any other reason, shall be made unless and until such extra services and a price therefor have been previously authorized in writing and approved by City as an amendment to this Agreement. The amendment shall set forth the changes of work, extension of time, and adjustment of the compensation to be paid by City to Consultant. 5. Licenses. Consultant represents that it and any subcontractors it may engage, possess any and all licenses which are required under state or federal law to perform the work contemplated by this Agreement and that Consultant and its subcontractors shall maintain all appropriate licenses, including a City of Orange business license, at its cost, during the performance of this Agreement. 6. Indenendent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and not an employee of City. City shall have the right to control Consultant only insofar as the result of Consultant's services rendered pursuant to this Agreement. City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Consultant shall, at its sole cost and expense, furnish all facilities, materials and equipment which may be required for furnishing services pursuant to this Agreement. Consultant shall be solely responsible for, and shall indemnify, defend and save City harmless from all matters relating to the payment of its subcontractors, agents and employees,including compliance with social security,withholding and all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever. Consultant acknowledges that Consultant and any subcontractors, agents or employees employed by Consultant shall not,under any circumstances, be considered employees of City, and that they shall not be entitled to any of the benefits or rights afforded employees of City, including,but not limited to, sick leave, vacation leave, holiday pay, Public Employees Retirement System benefits, or health, life, dental, long-term disability or workers' compensation insurance benefits. 7. Consultant Not Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, to bind City to any obligation whatsoever. 8. Designated Persons. Except as otherwise authorized by City's Project Manager, only Terry Hackelman, Lee Curtis, and Michael Stein shall perform work provided for under this Agreement. It is understood by the parties that clerical and other nonprofessional work may be performed by persons other than those designated. 9. Assignment or Subcontracting. No assignment or subcontracting by Consultant of any part of this Agreement or of funds to be received under this Agreement shall be of any force 2 or effect unless the assignment has had the prior written approval of City. City may tertninate this Agreement rather than accept any proposed assignment or subcontracting. Such assignment or subcontracting may be approved by City Manager or his designee. 10. Time of Comuletion. Consultant agrees to commence the work provided for in this Agreement within ten (10) days of the date herein above stated and to diligently prosecute completion of the work in accordance with the time period set forth in Exhibit "A" hereto or otherwise agreed to by and between the representatives of the parties. 11. Time Is of the Essence. Time is of the essence in this Agreement. Consultant shall do all things necessary and incidental to the prosecution of Consultant's work. , 12. Reserved. 13. Delays and Extensions of Time. Consultant's sole remedy for delays outside its control, other than those delays that are caused by City, shall be an extension of time. No matter what the cause of the delay, Consultant must document any delay and request an extension of time in writing at the time of the delay to the satisfaction of City. Any extensions granted shall be limited to the length of the delay outside Consultant's control. If Corisultant believes that delays caused by City will cause it to incur additional costs, it must specify, in writing,why the delay has caused additional costs to be incurred and the exact amount of such cost at the time the delay occurs. No additional costs can be paid that exceed the not to exceed amount stated in Section 2.a, above, absent a written amendment to this Agreement. 14. Products of Consultant. The documents, studies, reports, plans, citations, materials, manuals and other products produced or provided by Consultant for this Agreement shall become the property of City upon receipt. Consultant shall deliver all such products to City prior to payment for same. City may use, reuse or otherwise utilize such products without restriction. 15. Equal Emplovment Opportunity. During the performance of this Agreement, Consultant agrees as follows: a. Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex,national origin, mental or physical disability, or any other basis prohibited by applicable law. Consultant shall ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, national origin, mental or physical disability, or any other basis prohibited by applicable law. Such actions shall include,but not be limited to the following: employment,upgrading, demotion or transfer,recruitment or recruitment advertising,layoff or termination,rates of pay or other forms of compensation and selection for training, including apprenticeship. Consultant agrees to post in conspicuous places, available to employees and applicants for employment, a notice setting forth provisions of this non-discriinination clause. b. Consultant shall, in all solicitations and advertisements for employees placed by, or on behalf of Consultant, state that all qualified applicants will receive consideration 3 for employment without regard to race, color, religion, sex, national origin, mental or physical disability, or any other basis prohibited by applicable law. c. Consultant shall cause the foregoing paragraphs(a)and(b)to be inserted in all subcontracts for any work covered by this Agreement, provided that the foregoing provisions shall not apply to subcontracts for standard commercial supplies or raw materials. 16. Conflicts of Interest. Consultant agrees that it shall not make, participate in the making, or in any way attempt to use its position as a consultant to influence any decision of City in which Consultant knows or has reason to know that Consultant, its officers, partners, or employees have a financial interest as defined in Section 87103 of the Government Code. 17. Indemnity. a. To the fullest extent permitted by law, Consultant agrees to indemnify, defend and hold City, its City Council and each inember thereof, and the officers, officials, agents and employees of City(collectively the "Indemnitees") entirely harmless from all liability arising out of: (1) Any and all claims under workers' compensation acts and other employee benefit acts with respect to Consultant's employees or Consultant's contractor's employees arising out of Consultant's work under this Agreement; and (2) Any claim, loss, injury to or death of persons or damage to property caused by any act, neglect, default, or omission other than a professional act or oinission of the Consultant, or person, firm or corporation employed by the Consultant, either directly or by independent contract, including all damages due to loss or theft sustained by any person, firm or corporation including the Indemnitees, or any of them, arising out of, or in any way connected with the work or services which are the subject of this Agreeinent, including injury or damage either on or off City's property; but not for any loss,injury, death or damage caused by the active negligence or willful misconduct of City. The Consultant, at Consultant's own expense, cost and risk, shall indemnify any and all claims, actions, suits or other proceedings that may be brought or instituted against the Indeinnitees on any such claim or liability covered by this subparagraph, and shall pay or satisfy any judgment that may be rendered against the Indemnitees, or any of them, in any action, suit or other proceedings as a result of coverage under this subparagraph. b. To the fullest extent permitted by law, Consultant agrees to indemnify and hold Indemnitees entirely harmless from all liability arising out of any claim, loss, injury to or death of persons or damage to property caused by the negligent professional act or omission in the performance of professional services pursuant to this Agreement. c. Except for the Indemnitees, the indemnifications provided in this Agreement shall not be construed to extend any third party indemnification rights of any kind to any person or entity which is not a signatory to this Agreement. 4 d. The indemnities set forth in this section shall survive any closing, rescission,or termination of this Agreement, and shall continue to be binding and in full force and effect in perpetuity with respect to Consultant and its successors. 18. Insurance. a. Consultant shall carry workers' coinpensation insurance as required by law for the protection of its einployees during the progress of the work. Consultant understands that it is an independent contractor and not entitled to any workers' compensation benefits under any City program. b. Consultant shall maintain during the life of this Agreement the following minimum amount of comprehensive general liability insurance or commercial general liability insurance: the greater of (1) One Million Dollars ($1,000,000) per occurrence; or (2) all the insurance coverage and/or limits carried by or available to Consultant. Said insurance shall cover bodily injury, death and property damage and be written on an occurrence basis. c. Consultant shall maintain during the life of this Agreement, the following minimum amount of automotive liability insurance: the greater of(1) a combined single limit of One Million Dollars ($1,000,000); or (2) all the insurance coverage and/or limits carried by or available to Consultant. Said insurance shall cover bodily injury, death and property damage for all owned,non-owned and hired vehicles and be written on an occurrence basis. d. Any insurance proceeds in excess of or broader than the minimum required coverage and/or minimum required limits which are applicable to a given loss shall be available to City. No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of Consultant under this Agreement. e. Each policy of general liability and automotive liability shall provide that City, its officers, officials, agents, and employees are declared to be additional insureds under the tertns of the policy, but only with respect to the work performed by Consultant under this Agreement. A policy endorsement to that effect shall be provided to City along with the certificate of insurance, which endorsement shall be on Insurance Services Office, Inc. Form CG 20 10 10 O 1. In lieu of an endorsement, City will accept a copy of the policy(ies)which evidences that City is an additional insured as a contracting party. The minimum coverage required by Subsection 18.b and c, above, shall apply to City as an additional insured. f. Consultant shall maintain during the life of this Agreement professional liability insurance covering errors and omissions arising out of the performance of this Agreement with a minimum limit of One Million Dollars ($1,000,000) per claim. Consultant agrees to keep I such policy in force and effect for at least five (5) years from the date of completion of this Agreement. � g. The insurance policies maintained by Consultant shall be primary insurance and no insurance held or owned by City shall be called upon to cover any loss under the policy. 5 Consultant will determine its own needs in procurement of insurance to cover liabilities other than as stated above. h. Before Consultant performs any work or prepares or delivers any materials, Consultant shall furnish certificates of insurance and endorsements, as required by City, evidencing the aforementioned minimum insurance coverages on forms acceptable to City,which shall provide that the insurance in force will not be canceled or allowed to lapse without at least ten(10) days' prior written notice to City. i. Except for professional liability insurance coverage that may be required by this Agreement, all insurance maintained by Consultant shall be issued by companies admitted to conduct the pertinent line of insurance business in California and having a rating of Grade A or better and Class VII or better by the latest edition of Best's Key Rating Guide. In the case of professional liability insurance coverage, such coverage shall be issued by companies either licensed or admitted to conduct business in California so long as such insurer possesses the aforementioned Best's rating. j Consultant shall immediately notify City if any required insurance lapses or is otherwise modified and cease performance of this Agreement unless otherwise directed by City. In such a case, City may procure insurance or self-insure the risk and charge Consultant for such costs and any and all damages resulting therefrom, by way of set-off from any sums owed Consultant. k. Consultant agrees that in the event of loss due to any of the perils for which it has agreed to provide insurance, Consultant shall look solely to its insurance for recovery. Consultant hereby grants to City,on behalf of any insurer providing insurance to either Consultant or City with respect to the services of Consultant herein,a waiver of any right to subrogation which any such insurer may acquire against City by virtue of the payment of any loss under such insurance. 1. Consultant shall include all subcontractors, if any, as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor to City for review and approval. All coverages for subcontractors shall be subject to all of the requirements stated herein. 19. Termination. City may for any reason terminate this Agreement by giving the Consultant not less than five (5) days written notice of intent to terminate. Upon receipt of such notice, the Consultant shall immediately cease work, unless the notice from City provides otherwise. Upon the termination of this Agreement, City shall pay Consultant for services satisfactorily provided and all allowable reimbursements incurred to the date of termination in compliance with this Agreement,unless termination by City shall be for cause,in which event City may withhold any disputed compensation. City shall not be liable for any claim of lost profits. 20. Maintenance and Inspection of Records. In accordance with generally accepted accounting principles, Consultant and its subcontractors shall maintain reasonably full and complete books, documents, papers, accounting records, and other information (collectively, the 6 "records")pertaining to the costs of and completion of services performed under this Agreement. City and its authorized representatives shall have access to and the right to audit and reproduce any of Consultant's records regarding the services provided under this Agreement. Consultant shall maintain all such records for a period of at least three(3)years after termination or completion of this Agreement. Consultant agrees to make available all such records for inspection or audit at its offices during normal business hours and upon three (3) days notice from City, and copies thereof shall be furnished if requested. 21. Compliance with all Laws/Immigration Laws. a. Consultant shall be knowledgeable of and comply with all local, state and federal laws which may apply to the performance of this Agreement. b. Consultant represents and wanants that Consultant: (1) Has coinplied and shall at all times during the term of this Agreement comply, in all respects, with all immigration laws, regulations, statutes, rules, codes, and orders, including, without limitation, the Immigration Reform and Control Act of 1986 (IRCA); and (2) Has not and will not knowingly employ any individual to perform services under this Agreement who is ineligible to work in the United States or under the terms of this Agreement; and (3) Has properly maintained, and shall at all times during the term of this Agreement properly maintain, all related employment documentation records including, without limitation, the completion and maintenance of the Form I-9 for each of Consultant's employees; and (4) Has responded, and shall at all times during the term of this Agreement respond, in a timely fashion to any government inspection requests relating to immigration law compliance and/or Form I-9 compliance and/or worksite enforcement by the Department of Homeland Security, the Department of Labor, or the Social Security Administration. c. Consultant shall require all subcontractors or sub-consultants to make the same representations and warranties as set forth in Subsection 21.b. d. Consultant shall, upon request of City, provide a list of all employees working under this Agreement and shall provide,to the reasonable satisfaction of City,verification that all such employees are eligible to work in the United States. All costs associated with such verification shall be borne by the Consultant. Once such request has been made, Consultant may not change employees working under this Agreement without written notice to City, accompanied by the verification required herein for such employees. 7 e. Consultant shall require all subcontractors or sub-consultants to make the same verification as set forth in Subsection 21.d. f. If Consultant, subcontractor or sub-consultant knowingly employs an employee providing work under this Agreement who is not authorized to work in the United States, and/or fails to follow federal laws to determine the status of such employee, that shall constitute a material breach of this Agreement and may be cause for immediate termination of this Agreement by City. g. Consultant agrees to indemnify and hold City, its officials, and employees harmless for, of and from any loss, including but not limited to fines, penalties and corrective measures, City may sustain by reason of the Consultant's failure to coinply with said laws, rules and regulations in connection with the performance of this Agreement. 22. Governing Law and Venue. This Agreement shall be construed in accordance with and governed by the laws of the State of California and Consultant agrees to submit to the jurisdiction of California courts. Venue for any dispute arising under this Agreement shall be in Orange County, California. 23. Integration. This Agreement constitutes the entire agreement of the parties. No other agreement,oral or written,pertaining to the work to be performed under this Agreement shall be of any force or effect unless it is in writing and signed by both parties. Any work performed which is inconsistent with or in violation of the provisions of this Agreement shall not be compensated. 24. Notice. Except as otherwise provided herein, all notices required under this Agreement shall be in writing and delivered personally, by e-mail, or by first class U.S. mail, postage prepaid, to each party at the address listed below. Either party may change the notice address by notifying the other party in writing. Notices shall be deemed received upon receipt of same or within three (3) days of deposit in the U.S. Mail,whichever is earlier. Notices sent by e- mail shall be deemed received on the date of the e-mail transmission. "CONSULTANT" "CITY" SDI Presence LLC City of Orange 6829 Fair Oaks Blvd., Suite 100 300 E. Chapman Avenue Carmichael, CA 95608 Orange, CA 92866-1591 Attn.: Terry Hackelman Attn.: Will Kolbow Telephone No.: 916-692-2000 Telephone No.: 714-744-2235 E-Mail Address: thackelman@sdipresence.com E-Mail Address: wkolbow@cityoforange.org 25. Counterparts. This Agreement may be executed in one or more counterparts,each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures transmitted via facsimile and electronic mail shall have the same effect as original signatures. 8 IN WITNESS of this Agreement, the parties have entered into this Agreement as of the year and day first above written. "CONSULTANT" "CITY" SDI PRESENCE LLC, a Delaware liinited CITY OF ORANGE, a municipal corporation liability company *By: By: Printed Name: Mark A. Murphy, Mayor Title: *By: ATTEST Printed Name: Title: Pamela Coleman, City Clerk APPROVED AS TO FORM: Mary E. Binning Senior Assistant City Attorney *NOTE: City requires the following signature(s) on behalf of the Consultant: -- (I) the Cl:airman of the Board, the PNesident or a Vice-President, AND (2) the SecretaYy, the Chief Financial Officer, the TYeasurer, an Assistant SecYetary or an Assistant Treasurer. If only one corporate officer exists or one corporate officer holds more than one corporate office,please so indicate. OR -- The corpoYate officer named in a corporate resolution as authorized to enter into this AgYeement. A copy of the corporate resolution, certified by the Secretary close in time to the execution of the Agreement, naust be provided to City. 9 SDI 5 � I V F E S E N C E L L C May 2, 2019 Mr. Rick Otto, City Manager City of Orange - 300 E. Chapman Ave. Orange, CA 92866 Re: Proposal for On-Call IT Consulting Services Dear Mr. Otto, SDI Presence LLC (SDI), is pleased to submit this proposal to the City of Orange (City) to provide on-call IT consulting services. SDI has a proven history of providing the City high quality IT consulting services. We are proposing that the City budget a pool of hours (dollars) that can be used for our IT consulting services as needed to support the City's information technology projects such as: • RFP development for information technology services • Security Assessment and/or Disaster Recovery Planning • CIO on-demand advisory or consulting services • Business application assessments • IT Planning (tactical and strategic) • IT policies and procedures development • Business/Systems Analysis and Project Management • Temporary technical assignments SDI's hourly rate will range from $125/hour to $175/hour depending upon the skills requested. SDI will provide local resources when possible. If resources outside of the Los Angeles area are required, we will bill actual travel expenses. We will invoice our services on a monthly basis. Our invoice will be supported by detailed time records identifying the resources that worked and the tasks performed. SDI recommends the City establish a budget of$150,000 to support the above projects. SDI will not work or bill hours unless approved by the City. SDI will provide a separate Statement of Work for each service to be provided including the applicable hourly rate and estimate of hours to complete the work. Attached to this letter is the first proposed Scope of Work. If you have any questions regarding this proposal, please do not hesitate to contact me at (916) 692-2001 and via email at thackelman@sdipresence.com. Sincerely, Terry Hackelman Senior Vice President SDI Presence LLC SDI Presence LLC 6829 Fair Oaks Blvd.Suite 100 Carmichael,CA 95608 sdipresence.com toll-free 1-888-YOUR SDI(888-968-7734) main 916-692-2000 � City of Orange SDI On-call IT Services Statement of 1A/ork - RFP Development IT Help Desk and Tier 1 Services Hourly Rate - $175 Estimated Hours for Completion - 80 Service to be provided: SDI will provide the City of Orange the resources necessary to develop a Request for Proposal (RFP)for IT Help Desk&Tier 1 Services. The identified tasks will help ensure a complete RFP that addresses the City's needs,while providing the vendor community an opportunity to propose services that will best meet the service objectives of the City. SDI tasks to be performed: • Confer with City Administration and IT to develop RFP format • Develop scope of work • Facilitate and consult on service level metrics � Document RFP requirements • Develop evaluation criteria • Document operational environment • Develop pricing section � Develop timeline to be included in RFP • Determine"transition"strategy and necessary processes • Develop and finalize RFP • Identify potential vendors(Optional-not included) • Participate in vendor conference(Optional- not included) • Assist with vendor questions(Optional -not included) • Review proposals and provide feedback to City(Optional-not included) Timeline: SDI understands that the City desires to complete this project in a timely fashion to support an effective transition from the existing IT outsourcing agreement to a new contract by July 1,2019. In order to meet this schedule,the RFP and vendor selection should be completed in time for submission to the City Council in June 2019. SDI will make every effort to meet this timeframe but is dependent on the City's timely approval of draft documents and availability of staff to work with our consultants. May 1, 2019 Page 1 of 1 1�1 CDI j■i.�