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HomeMy WebLinkAbout25F - AGMT - IT CONSULTING SRVSREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: SEPTEMBER 1, 2015 TITLE: AGREEMENTS FOR TEMPORARY CONSULTING SERVICES FOR INFORMATION TECHNOLOGY (STRATEGIC PLAN NO. 7,2D) CITY MANAG RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: /1ZJCZo1vw ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Approve and authorize the City Manager and Clerk of the Council to execute amendment to the agreements for temporary consulting services for information technology in the amount of $1,700,000, extending the term for six months or until the funds are expended, with an option for an additional six month term under the same terms and conditions including compensation, exercisable by the City Manager, with the following vendors: The Comdyn Group, Inc. SoftMaster, Inc. DISCUSSION The City recently completed an overall Information Technology (IT) assessment that culminated in the development of a City Strategic Plan for Information Technology. The plan identifies changes to the IT organizational structure, investment in the City's IT infrastructure as well as the hiring of a new Chief Technology Information Officer. The individual will have the opportunity to hire key staff and reorganize the new department in accordance with strategic plan objectives. The IT department is currently comprised of 19 full -time positions and 18 contract and part -time staff. The department supports the functions of network, applications, micro -tech support, web development, and telecommunications. On March 4, 2014, the City Council authorized a renewal of IT consulting services. The use of temporary information technology contractors and consultants continues to be an essential approach to the support of City operations. In order to maintain stability in operations while the new Chief Information Officer is recruited, staff recommends securing experienced contract staff that is the current backbone of IT Operations and Applications units for the same amount as in previous contract periods of $1,700,000. Contract technology personnel provide software application development and support; business application and project consulting; telecommunications services; and computer and networking services. The use of these services maximizes the effectiveness of staff resources in the 25F -1 Agreement for Temporary Consulting Services for Information Technology September 1, 2015 Page 2 Information Services Division (ISD). This approach also ensures the timely completion of City information projects and reduces interruptions to the computer infrastructure system. The City adopted the practice of utilizing temporary information technology contractors and consultants as it prepared its computer systems and infrastructure for impact of the Year 2000. During the following years, the use of computer systems and other technologies in support of City operations rapidly expanded throughout all agencies and departments in the City. At the same time the rate of the complexity and innovation of information technology greatly increased while the Iifecycle of technology products and systems decreased. All these pressures created the need for skilled and experienced technology staff faster than the organic technical staff could train or gain know -how. Temporary information technology contractors and consultants served as critical assets to bridge the technology knowledge gap. Temporary information technology contractors and consultants support over 1,750 fulltime, part - time, contract end -users and public visitors; three enterprise client /server- based, and three web - based business systems; the City's wide area network including the connection to the internet; ten department local area networks; 200 servers in two data centers (the City Hall data center and the Santa Ana Police Department data center) with over 100 terabytes of data capacity; and 200 managed network switches / firewalls / routers and over 50 high speed data circuits supporting 39 City operating locations. Software applications developed and /or supported by these contractors include the Financial Enterprise Resource Planning System, Santa Ana Property Information Network (SAPIN), the Business License /Tax System, Municipal Utility System, and several other revenue related systems. The City's Mobility Technology Initiative is being lead, designed, engineered, and implemented by information technology contractors with experience in these leading edge technologies. For the Santa Ana Police Department (SAPD) and Santa Ana Jail (SAJ), contractors support mission - critical systems such as the Computer Aided Dispatch, Jail Management, Arrest and Booking, Inmate Search and Reporting, Case Management, Police Intranet, wireless data communications for 150 patrol vehicles, California Law Enforcement Telecommunication System (CLETS) access, PD and jail e-mail, evidence wireless systems, daily roll -call, and 100 other systems which are critical to the daily operations of the Police and Jail departments. Homeland Security technologies such as the PD Emergency Department Operations Center (DOC), Web based Emergency Operations Center (WebEOC), and Mobile Command Post network systems are supported and maintained by technical contractors. Contractors also help support two additional PD substations by managing network systems which provide all field officers and investigators access to systems located at the main station. SAPD is using several technology contractors to enhance the Police field reporting system under grant funding. Additionally, technical contracts are instrumental in the implementation of new technologies such as In -Field Fingerprint, patrol wireless ad -hoc wireless, Homeland Security Mobile Command Post satellite communications, SAPD and SAJ enterprise Wiki, Crime Analysis "CrimeView" Web, and "Citizen Observer" community notification systems. Upon arrival of the new Chief Information Technology Officer, this individual will review existing staffing resources in terms of meeting strategic plan objectives and provide recommendations in 25F -2 Agreement for Temporary Consulting Services for Information Technology September 1, 2015 Page 3 terms of skills needed and number of resources required to deliver the projects as outlined in the strategic plan. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #7, communication plans to engage and inform employee s Strategy D (invest in software /resources that will help staff and the public). FISCAL IMPACT Team Santa Ana, Objective #2 (Establish and the community about City activities), streamline the flow of information to City Funds are available in the Finance - Communications, and various Information Services Strategic Plan, Contractual Services accounts in FY 2015 -2016: 10210140 62300 $ 265,000 1091014162300 $ 45,000 10910142 62300 $ 75,000 10910143 62300 $ 200,000 10910144 62300 $ 180,000 10910145 62300 $ 55,000 10910147 62300 $ 880,000 Total: $1,700,000 APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance and Management Services Agency ME Exhibit: Agreements 25F -3 25F -4 CONSULTANT AGREEMENT THIS AGREEMENT, is made and entered into this 1st day of September, 2015 by and between The Comdyn Group, a California corporation ( "Consultant'), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"), RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of providing temporary technical contract service personnel and consulting services. B. Consultant has previously provided temporary technical contract services with the City and the City desires to continue these services with Consultant. C. Consultant represents that Consultant is able and willing to provide such services to the City. D. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall provide temporary technical contract service personnel as more fidly described in Exhibits A and B, and as requested at the sole discretion of the City. 2. DELIVERY OF WORK PRODUCT Any person providing services pursuant to this Agreement shall deliver to City any work product which results from the services provided pursuant to this Agreement. In regard to all copyrightable material produced as a deliverable under this Agreement, including but not limited to books, reports, photographs, drawings, films, recordings, videotapes, and computer programs, Consultant agrees for itself and its affected officers, employees, agents, contractors, and volunteer workers that (a) other such material may not be copyrighted without prior review from the City, and (b) the authors of all such material, whether copyrighted or not, will award to the City, and to its officers, agents and employees acting within the scope of their official duties, as a condition of payment to the Consultant, a royalty -free, nonexclusive irrevocable license throughout the world to disclose, publish, translate, reproduce, and use such materials. Page 1 of 7 25F -5 3. COMPENSATION a. The City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit B. The total sum to be expended under this Agreement shall not exceed One Million and Seven Hundred Thousand Dollars ($1,700.000.00) during the term of this Agreement. b. Payment by City shall be made within thirty (30) days following receipt of proper Invoice evidencing work performed, subject to the City's accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by the City. 4. TERM This Agreement shall commence on September 1, 2015 and terminate on March 31, 2016, unless terminated earlier in accordance with Section 13, below. The term of this Agreement may be extended for (1) additional six month period upon a writing executed by the City Manager and City Attorney. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence and $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional Page 2 of 7 25F -6 insured(s); (b) be primary and not contributory with respect to insurance or self - insurance programs maintained by the City; and (c) contain standard separation of insured provisions. b. Worker's Compensation Insurance. In accordance with California State law, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self - insurance. Prior to commencing the performance of the work tinder this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. c. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City. (ii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. d. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. INDEMNIFICATION Consultant agrees to and shall indemnify, defend and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement, to the extent that the injury, damages, just compensation, restitution, judicial or equitable relief is caused by the negligence of the Consultant. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. In no case will Consultant be required to indemnify or hold harmless the City from Page 3 of 7 25F -7 injury, damages, just compensation, restitution, judicial or equitable relief caused by the negligence of the City. 8. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and /or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality, (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 9. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 10. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by facsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax (714) 647 -6956 With courtesy copies to: Finance and Management Services City of Santa Ana 20 Civic Center Plaza (M -17) P.O. Box 1988 Page 4 of 7 25F -8 and Santa Ana, California 92702 Fax (714) 647 -5406 City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 Fax (714) 647 -6515 To Consultant: The Comdyn Group 17900 Sky Park Circle Irvine, CA 92614 (949) 852 -0442 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by facsimile, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 11. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 12. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. Page 5 of 7 25F -9 13. TERMINATION This Agreement may be terminated by the City with thirty (30) days written notice to the Consultant. 14. NON - DISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 15. JURISDICTION - VENUE This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be governed and construed in accordance with the laws of the State of California. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 16. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, continuing education, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 17. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herembelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fa11y set forth in the body of this Agreement. Page 6 of 7 25F -10 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: gV1-100 J 1N M. FUNK Assistant City Attorney RECOMMENDED FOR APPROVAL: FRANCISCO GUTIERREZ Executive Director Finance & Management Services Agency CITY OF SANTA ANA DAVID CAVAZOS City Manager CONSULTANT The Comdyn Group By: Title: Page 7 of 7 25F -11 CITY OF SANTA ANA Information Technology Contractor Position /Title Descriptions including Pay Rate Ranges based on Contractor and Industry /Regional Rates August2015 Position /Title Description Hourly Rate (all Inclusive) Datacenter Engineer Ensures stability, integrity, and efficiency of the $70 -$93 operations of in -house information systems located within the datacenter. Executes the planning, design, implementation, and support of complex infrastructure related equipment, racks, uninterrupted power supply, and upgrades. Includes other duties as assigned. IT Project Manager Keeps project on course for schedule, cost and $100 -$110 resources. Assists in planning, organizing, and arranging for staffing. Heads effort to confirm user requirements. Coordinates selection phase (e.g. RFP, proposal evaluation, vendor selection, negotiations, internal approvals and contracts); assists In in vendor management, leads data migration, helps develop business rules; oversees acceptance testing and operational cut over. Some post implementation transition assistance and other duties as assigned. Network Analyst Provides installation, layout, and maintenance of $80 -$98 network components. Involved in both the business side and technical side to help identify problems within the organization and suitable technical solution and other duties as assigned. Principal Programmer Perform design, development, and production support $80 -$115 for various applications. Will code, integrate, and test programs within a pre- defined standard methodology. Provide support and implement enhancements for existing production systems, etc. and other duties as assigned. Programmer Will code, integrate, and test programs within a pre- $70 -$95 defined standard methodology. Provide support and implement enhancements for existing production systems, etc. and other duties as assigned. Senior Network Engineer Responsible for configuring, controlling, tuning, $70 -$93 monitoring and troubleshooting all elements of the LAN /WAN infrastructure including switches, routers, firewalls, virtual private networking and leased circuits and other issues of complexity and duties as assigned. Senior Programmer Analyst - Work as a member of a software project team on $90 -$105 client /server and web applications using various technologies and tools. Perform design, development, and production support for various applications. Will code, Integrate, and test programs within a pre- defined standard methodology. Provide support and implement enhancements for existing production systems, etc. and other duties as assigned. Senior Systems Engineer Responsible for computer and storage systems design, $70 -$93 configuration, and operations. Provides design, implementation, troubleshooting, maintenance and analysis of internal and external computing environments. Identifies, researches, and resolves 25F -12 CITY OF SANTA ANA Information Technology Contractor Position /Title Descriptions including Pay Rate Ranges based on Contractor and Industry /Regional Rates August2015 25F -13 complex technical problems. Performs a variety of complicated tasks, and provides support for escalated troubled tickets. Has broader responsibilities than datacenter engineer, though may have other duties as assigned. Systems Administrator Administration of systems and user accounts and $40 -$85 management; install, upgrade, and monitor network and server software and hardware. Involved in maintenance, configuration, and reliable operation of servers and other infrastructure equipment such as wireless devices, switches, and cabling. Ensures up- time, performance, and security of the servers and network. Performs back -up of systems, data discovery, and creation of user accounts. Includes other duties as assigned. Systems Support Analyst (Mid to Sr.) Provides design, implementation, troubleshooting, $65 -$100 maintenance and analysis of internal and external computing environments. Identifies, researches, and resolves complex technical problems. Performs a variety of complicated tasks, and provides support for escalated troubled tickets. May have other duties as assigned. Web Architect Manages system architecture, software development, $90 -$115 IT infrastructure, and technical evaluation for project and programs. Coordinates implementation of the infrastructure components, uses software technology and techniques, may write and develop software for special projects; designs infrastructure to support enterprise and user requirements. Provides conceptual, analytical and design for meeting business objectives. Includes other duties as assigned. 25F -13 EXHIBIT CITY OF SANTA ANA IT Contractor Negotiated Hourly Rates August 2015 to piCoa ti Title Negotiated,Hourly Blling Rate;_ a (all inclusive) . Comdyn Sr. Network Engineer 86.00 Project Manager 100.00 Systems Administrator 72.00 Sr. Systems Engineer 86.00 Network Analyst 96.00 25F -14 CONSULTANT AGREEMENT THIS AGREEMENT, is made and entered into this 1st day of September, 2015 by and between Softmaster, Inc., a California corporation ( "Consultant'), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ( "City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of providing temporary technical contract service personnel and consulting services. B. Consultant has previously provided temporary technical contract services with the City and the City desires to continue these services with Consultant. C. Consultant represents that Consultant is able and willing to provide such services to the City. D. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: SCOPE OF SERVICES Consultant shall provide temporary technical contract service personnel as more fully described in Exhibits A and B, and as requested at the sole discretion of the City. 2. DELIVERY OF WORK PRODUCT Any person providing services pursuant to this Agreement shall deliver to City any work product which results from the services provided pursuant to this Agreement. In regard to all copyrightable material produced as a deliverable under this Agreement, including but not limited to books, reports, photographs, drawings, films, recordings, videotapes, and computer programs, Consultant agrees for itself and its affected officers, employees, agents, contractors, and volunteer workers that (a) other such material may not be copyrighted without prior review from the City, and (b) the authors of all such material, whether copyrighted or not, will award to the City, and to its officers, agents and employees acting within the scope of their official duties, as a condition of payment to the Consultant, a royalty -free, nonexclusive irrevocable license throughout the world to disclose, publish, translate, reproduce, and use such materials. Page 1 of 7 25F -15 1 COMPENSATION — a. The City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit B. The total sum to be expended under this Agreement shall not exceed One Million and Seven Hundred Thousand Dollars ($1,700.000.00) during the term of this Agreement. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to the City's accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by the City. 4. TERM This Agreement shall commence on September 1, 2015 and terminate on March 31, 2016, unless terminated earlier in accordance with Section 13, below. The term of this Agreement may be extended for (1) additional six month period upon a writing executed by the City Manager and City Attorney. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence and $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional Page 2 of 7 25F -16 insured(s); (b) be primary and not contributory with respect to insurance or self - insurance programs maintained by the City; and (c) contain standard separation of insured provisions. b. Worker's Compensation Insurance. In accordance with California State law, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. c. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. Certificates of insirance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City. (ii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. d. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to famish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. INDEMNIFICATION Consultant agrees to and shall indemnify, defend and hold harmless the City, its officers, agents, employees, consultants, special coumsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement, to the extent that the injury, damages, just compensation, restitution, judicial or equitable relief is caused by the negligence of the Consultant. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. In no case will Consultant be required to indemnify or hold harmless the City from Page 3 of 7 25F -17 injury, damages, just compensation, restitution, judicial or equitable relief caused by the negligence of the City. 8. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and /or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and /or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 9. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 10. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by facsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax (714) 647 -6956 With courtesy copies to: Finance and Management Services City of Santa Ana 20 Civic Center Plaza (M -17) P.O. Box 1988 Page 4 of 7 25F -18 Santa Ana, California 92702 Fax(714)647 -5406 and City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 Fax(714)647 -6515 To Consultant: Softmaster, Inc. 23 Peters Canyon Irvine, CA 92606 (949) 598- 4599(Fax) A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by facsimile, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 11. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 12. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. Page 5 of 7 25F -19 13. TERMINATION This Agreement maybe terminated by the City with thirty (30) days written notice to the Consultant. 14. NON - DISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 15. JURISDICTION - VENUE This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be governed and construed in accordance with the laws of the State of California. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 16. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, continuing education, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 17. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. Page 6 of 7 25F -20 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Cleric of the Council APPROVED AS TO FORM: RECOMMENDED FOR APPROVAL: FRANCISCO GUTIERREZ Executive Director Finance & Management Services Agency CITY OF SANTA ANA DAVID CAVAZOS City Manager CONSULTANT Softmaster, Inc. By: Title: Page 7 of 7 25F -21 CITY OF SANTA ANA Information Technology Contractor Position /Title Descriptions including Pay Rate Ranges based on Contractor and Industry /Regional Rates August 2015 Position /Title Description Hourly Rate (all inclusive) Datacenter Engineer Ensures stability, integrity, and efficiency of the $70 -$93 operations of in -house Information systems located within the datacenter. Executes the planning, design, implementation, and support of complex infrastructure related equipment, racks, uninterrupted power supply, and upgrades. Includes other duties as assigned. IT Project Manager Keeps project on course for schedule, cost and $100 -$110 resources. Assists in planning, organizing, and arranging for staffing. Heads effort to confirm user requirements. Coordinates selection phase (e.g. RFP, proposal evaluation, vendor selection, negotiations, Internal approvals and contracts); assists in in vendor management, leads data migration, helps develop business rules; oversees acceptance testing and operational cut over. Some post implementation transition assistance and other duties as assigned. Network Analyst Provides installation, layout, and maintenance of $80 -$98 network components. Involved In both the business side and technical side to help identify problems within the organization and suitable technical solution and other duties as assigned. Principal Programmer Perform design, development, and production support $80 -$115 for various applications. Will code, integrate, and test programs within a pre- defined standard methodology. Provide support and implement enhancements for existing production systems, etc. and other duties as assigned. Programmer Will code, integrate, and test programs within a pre- $70 -$95 defined standard methodology. Provide support and implement enhancements for existing production systems, etc. and other duties as assigned. Senior Network Engineer Responsible for configuring, controlling, tuning, $70 -$93 monitoring and troubleshooting all elements of the IAN /WAN infrastructure including switches, routers, firewalls, virtual private networking and leased circuits and other issues of complexity and duties as assigned. Senior Programmer Analyst Work as a member of a software project team on $90 -$105 client /server and web applications using various technologies and tools. Perform design, development, and production support for various applications. Will code, integrate, and test programs within a pre- defined standard methodology. Provide support and implement enhancements for existing production systems, etc. and other duties as assigned. Senior Systems Engineer Responsible for computer and storage systems design, $70 -$93 configuration, and operations. Provides design, implementation, troubleshooting, maintenance and analysis of internal and external computing environments. Identifies, researches, and resolves 25F -22 CITY OF SANTA ANA Information Technology Contractor Position /Title Descriptions including Pay Rate Ranges based on Contractor and Industry /Regional Rates August 2015 25F -23 complex technical problems. Performs a variety of complicated tasks, and provides support for escalated troubled tickets. Has broader responsibilities than datacenter engineer, though may have other duties as assigned. Systems Administrator Administration of systems and user accounts and $40 -$85 management; install, upgrade, and monitor network and server software and hardware. Involved in maintenance, configuration, and reliable operation of servers and other infrastructure equipment such as wireless devices, switches, and cabling. Ensures up- time, performance, and security of the servers and network. Performs back -up of systems, data discovery, and creation of user accounts. Includes other duties as assigned. Systems Support Analyst (Mid to Sr.) Provides design, implementation, troubleshooting, $65 -$100 maintenance and analysis of internal and external computing environments. Identifies, researches, and resolves complex technical problems. Performs a variety of complicated tasks, and provides support for escalated troubled tickets. May have other duties as assigned. Web Architect Manages system architecture, software development, $90 -$115 IT infrastructure, and technical evaluation for project and programs. Coordinates implementation of the infrastructure components, uses software technology and techniques, may write and develop software for special projects; designs infrastructure to support enterprise and user requirements. Provides conceptual, analytical and design for meeting business objectives. Includes other duties as assigned. 25F -23 CITY OF SANTA ANA IT Contractor Negotiated Hourly Rates August2015 IT Contractor , Position Title-' Negotiated Hourly ``r BillingRate , (all iniclusiv_e) SoftMaster Project Manager 109.00 Sr. Programmer Analyst 102.00 Sr. Systems Support Analyst 100.00 Principal Programmer 98.00 Systems Administrator 55.00 Programmer 80.00 Web Architect 105.00 Datacerrter Engineer 86.00 25F -24