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HomeMy WebLinkAbout25A - AGMT - IT CONTRACT SRVSREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: FEBRUARY 2, 2016 TITLE: AGREEMENTS FOR INFORMATION TECHNOLOGY CONTRACT SERVICES {STRATEGIC PLAN NO. 7, 2D} CITY MANAGE RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: -9 T_J_.T*7J E o ❑ As Recommended ❑ As Amended ❑ Ordinance on 1't Reading ❑ Ordinance on 2M Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO I�I��gllldils7�7 1. Authorize the City Manager and Clerk of the Council to approve and execute agreement with The Comdyn Group, Inc. for a six -month period, beginning March 1, 2016 through August 31 2016; along with a six -month extension exercisable on a month to month basis for the period September 1, 2016 through February 28, 2017 upon approval by both the City Manager and City Attorney for a total amount of $1,560,000; subject to non - substantive changes approved by the City Manager and City Attorney. 2. Authorize the City Manager and Clerk of the Council to approve and execute agreement with Softmaster, Inc. for a six -month period, beginning March 1, 2016 through August 31 2016; along with a six -month extension exercisable on a month to month basis for the period September 1, 2016 through February 28, 2017 upon approval by both the City Manager and City Attorney for a total amount of $2,040,000; subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION The City's Information Services Division is responsible for providing and maintaining technology infrastructure and solutions that the City requires in delivering services to the public and its constituents. The Division provides network, applications, micro -tech support, website, and telecommunications services. The City uses a hybrid staffing model of employees and contractors. Utilizing contractors provides the benefit of scaling resources to the needs of the organization without bearing the financial commitment required by permanent employment. On September 1, 2015, the City Council authorized renewal of the IT consulting services for six months. At that time, the City had recently completed an IT assessment that resulted in the development of an IT Strategic Plan Roadmap. The recommendations included hiring a Chief Technology Innovations Officer (CTIO) and reorganizing the City's IT functions. 25A -1 Agreement for Information Technology Contract Services February 2, 2016 Page 2 The recruitment of the Chief Technology Innovations Officer (CTIO) commenced during the first quarter of fiscal year 2015 -16. As a result, the new executive is projected to join the City by the end of March 2016. One of the initial tasks for the CTIO will be to review the City's current IT resources, provide recommendations on staffing levels, and implement a reorganization that aligns resources with the needs of the organization and recommended IT Strategic Plan initiatives. Staff recommends renewing the information technology services agreements to prevent disruption of the City's current IT systems and related programs; along with the ability for the CTIO to make further recommendations and analyze the future needs of the IT Department. The Information Services function is currently comprised of 19 full -time positions and 18 contract and part-time staff. The contract staff is essential to the operations and support of the City's information systems and provides the necessary resources to support project initiatives aligned with the City and Information Technology Strategic Plans. Infrastructure and systems that IT contractors maintain and support include Data Centers at City Hall, the Police Department with over 200 servers, local and wide area networks with connectivity to 39 City locations, WiFi, Internet connectivity, website, email, and other essential services. Contractors support the environment used by public safety systems including the Santa Ana Police Department Computer Aided Dispatch (CAD), Jail Management, Arrest and Booking, Case and Records Management, patrol vehicle communication, California Law Enforcement Telecommunication System (CLETS) connectivity, evidence, PD and Emergency Operations Centers, Mobile Command Post, Crime Analysis, and many others. Existing IT contract staff also maintain, support, develop, and implement mission - critical applications including Payroll and Human Resources, Municipal Utility Billing and Customer Service, Business License Tax, Hotel Visitors Tax, Utility Users Tax, Dog License, Cashiering, Property Information (SAPIN), Enterprise Content Management, and others. The agreements for The Comdyn Group, Inc. (Comdyn) in the amount of $1,560,000 and Softmaster, Inc. (Softmaster) in the amount of $2,040,000 total $3,600,000. Staff will ensure the combined expenditures incurred for both agreements, Comdyn and Softmaster, will not exceed the authorized amount of $3,000,000 as noted in the fiscal impact section below. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #7- Team Santa Ana, Objective #2 (establish communication plans to engage and inform employees and the community about City activities), Strategy D (invest in software /resources that will help streamline the flow of information to City staff and the public). 25A -2 Agreement for Information Technology Contract Services February 2, 2016 Page 3 FISCAL IMPACT Funds are available in the Finance - Communications, and various Information Services Strategic Plan, Contractual Services accounts in FY 2015 -2016 in the amount of $1,000,000 and will be budgeted and available in FY 2016 -17 in the amount of $2,000,000 as follows: Fiscal Year 2015 -16 (3/1/16- 6/30/16) Account: Amount: 1091014162300 $7,000 10910142 62300 $23,100 10910143 62300 $100,000 10910144 62300 $100,000 10910145 62300 $26,400 10910147 62300 $743,500 Total FY 2015 -16: $1,000,000 Fiscal Year 2016 -17 7/1/16 - 2/28/17) Account: Amount: 1091014162300 $14,000 10910142 62300 $46,200 10910143 62300 $200,000 10910144 62300 $200,000 10910145 62300 $52,800 10910147 62300 $1,487,000 Total FY 2016 -17: $2,000,000 Contract Total: $3,000,000 APPROVED AS TO FUNDS AND ACCOUNTS: q, Francisco Gutierrez S Executive Director Finance and Management Services Agency MR Exhibit: 1. Comdyn Group Inc. Agreement 2. SoftMaster, Inc. Agreement 25A -3 25A -4 CONSULTANT AGREEMENT FOR INFORMATION TECHNOLOGY PERSONNEL SERVICES THIS AGREEMENT, is made and entered into this 2n6 day of February, 2016 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 acid 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 folly 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 pursuanta 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. Exhibit I Page 1 of 25A -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 sun to be expended under this Agreement shall not exceed One Million Five Hundred Sixty Thousand Dollars ($1,560,000,00) during the term of this Agreement. Reimbursement for any services - related expense incurred by Consultant or contract personnel shall be subject to advance approval by City and payable by City in accordance with Section 3.b. b. Payment by City shah be made within forty -five (45) 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 March 1, 2016 and end on August 31, 2016, unless terminated earlier in accordance with Section 13, below, The term of this Agreement may be extended on a month -to -month basis for up to six (6) months upon a writing executed by the City Manager and the 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 tnatmer 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 announts 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 Page 2 of 7 25A -6 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 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 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. 7. 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 Page 3 of 7 25A -7 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 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 Infonnation" 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 rightfid 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 Linder 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 comniunication in the manner provided in this Section, to the following persons: To City Clark 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 Page 4 of 7 25A -8 �I 20 Civic Center Plaza (M -17) P.O, Box 1988 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 now address. If sent by mail, communioation shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, drily registered or certified, with postage prepaid, and addressed as set forth above. If sent by facsimile, comnnnlication 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 Page 5 of 7 25A -9 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 persommel or by other consultants retained by City. 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 ennployer 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 p<vaties 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 frilly set forth in the body of this Agreement. Page 6 of 7 25A -10 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA MARIA D. HUIZAR DAVID CAVAZOS Clerk of the Council City Manager APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By LL HN M. FUNK Assistant City Attorney RECOMMENDED FOR APPROVAL: CONSULTANT The Comdyn Group FRANCISCO GUTIERREZ By: Executive Director Title: Finance & Management Services Agency Page 7 of 7 25A -11 EXHIBIT A CITY OF SANTA ANA Information Technology Contractor Position /Title Descriptions including Pay Rate Ranges based on Contractor and Industry /Regional Rates February 2016 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. Identifles, researches, and resolves 25A -12 EXHIBIT A CITY OF SANTA ANA Information Technology Contractor Position /Title Descriptions including Pay Rate Ranges based on Contractor and Industry /Regional Rates February 2016 25A -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, IT $90 -$115 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. 25A -13 EXHIBIT B CITY OF SANTA ANA IT Contractor Negotiated Hourly Rates February 2016 Negotiated Hourly IT Contractor Position Title Billing Rate (all inclusive) Conulyn Sr. Network Engineer i Project Manager Systems Administrator e- Sr. Systems Engineer Network Analyst 25A -14 see range in Exhibit A see range in Exhibit A see range in Exhibit A see range in Exhibit A' see range in Exhibit A'. CONSULTANT AGREEMENT FOR INFORMATION TECHNOLOGY PERSONNEL SERVICES THIS AGREEMENT, is made and entered into this 2nd day of February, 2016 by and between Sofhnaster, 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 terns and conditions hereinafter set forth, the parties agree as follows: 1. 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 WORD 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 -flee, nonexclusive irrevocable license throughout the world to disclose, publish, translate, reproduce, and use such materials. Exhibit 2 Pago 1 of 7 25A -15 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 Two Million Forty Thousand Dollars ($2,040,000,00) during the tern of this Agreement. Reimbursement for any services - related expense incurred by Consultant or contract personnel shall be subject to advance approval by City and payable by City in accordance with Section 3.b. b. Payment by City shall be made within forty -five (45) 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 March 1, 2016 and end on August 31, 2016, unless terminated earlier in accordance with Section 13, below. The term of this Agreement may be extended on a month -to -month basis for up to six (6) months upon a writing executed by the City Manager and the 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 perfornance 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 arnounts 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 Page 2 of 7 25A -16 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 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 render 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 withouut 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 hamnless the City, its officers, agents, employees, consultants, special counsel, acid 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 terns 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 terns of, or effects, arising from this Page 3 of 7 25A -17 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 injiny, 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 infonnation 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; (e) 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 ruder 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 (1\4-30) P.O. Box 1988 Santa Ana, CA 92702 -1958 Fax (714) 647 -6956 With courtesy copies to: Finance and Management Services City of Santa Ana Page 4 of 7 25A -18 20 Civic Center Plaza (M -17) P.O. Box 1988 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 commumication 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 terns of this Agreement and any attachmorits hereto, die 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 terns or conditions of any purchase order or other instrument that arc) 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 will and void. Nothing in this Agreement Page S of 7 25A -19 shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement perfonned by City personnel or by other consultants retained by City. 13. TERMINATION This Agreenrent 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 stahns, 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 tern 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 teens 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 25A -20 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: HN M. F'UN1C ssistaut City Attorney RECOMMENDED FOR APPROVAL: CITY OF SANTA ANA DAVID CAVAZOS City Manager CONSULTANT Softmaster, Inc. FRANCISCO GUTIERREZ By: Executive Director Title: Finance & Management Services Agency Page 7 of 7 25A -21 EXHIBIT A CITY OF SANTA ANA Information Technology Contractor Position /Title Descriptions including Pay Rate Ranges based on Contractor and Industry /Regional Rates February 2016 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. Same 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 WIII 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 25A -22 EXHIBIT A CITY OF SANTA ANA Information Technology Contractor Position /Title Descriptions including Pay Rate Ranges based on Contractor and Industry /Regional Rates February 2016 25A -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, IT $90 -$115 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. 25A -23 EXHIBIT B CITY OF SANTA ANA IT Contractor Negotiated Hourly Rates .Februnly 2016 Negotiated Hourly IT Contractor Position Title Billing Rate (all inclusive) SoftMaster Project Manager see range in Exhibit A Sr. Programmer Analyst I see range in Exhibit A Sr. Systems Support Analyst see range in Exhibit A Principal Programmer see range in Exhibit A Systems Administrator see range in Exhibit A Programmer see range in Exhibit A Web Architect - - -- ! see range in Exhibit A Datacenter Engineer see range in Exhibit A 25A -24