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HomeMy WebLinkAboutThe Antara Group; 2015-04-16;AGREEMENT FOR IT INFRASTRUCTURE STRATEGIC PLANNING SERVICES THE ANTARA GROUP THIS AGREEMENT is made and entered into as of the _ day of hpr\jC> , 20/S, by and between the CITY OF CARLSBAD, a municipal tiofT C^y"). and The Antara Group, a Datacenter Management Consulting Firm corporatioft, ("City"), and The Antara Group, ("Contractor"). RECITALS A. City requires the professional services of an IT Infrastructure Strategic Planning Consultant that is experienced in Datacenter, Colocation, and Cloud Infrastructure analysis, design, and deployment. B. Contractor has the necessary experience in providing professional services and advice related to providing strategic guidance to City in analyzing datacenter and security requirements, exploring available options ranging from colocation, Cloud-based, and on- premises datacenter options, and recommending strategic direction to best serve City's business, technical, operational, and fiscal needs. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein. City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of six (6) months from the date first above written. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed twenty eight thousand dollars ($28,000). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 6. STATUS OF CONTRACTOR City Attorney Approved Version 1/30/13 Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City hiay deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VH". OR with a surplus line insurer on the State of California's List of Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at least ''A:X". City Attorney Approved Version 1/30/13 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. 10.1.1 Commercial General Liabilitv Insurance. $1,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Automobile Liability, (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liabilitv. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of three years following the date of completion of the work. I I If box is checked, Professional Liability City's Initials Contractor's Initials Insurance requirement is waived. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to City Attomey Approved Version 1/30/13 obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of ail work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For Citv Name Randy Lagman Title Manager of Operations For Contractor Name Timothy E. Caulfield Title CEO Department Information Technology City of Carlsbad Address 1635 Faraday Ave Carlsbad, CA 92008 Address 1220 Rosecrans Street, Suite 302 San Diego, CA. 92106 Phone No. 858-480-9921 Email tcaulfield@theantaragroup.com Phone No. 760-602-2789 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST City Attomey Approved Version 1/30/13 Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not othenwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be fonwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. City Attomey Approved Version 1/30/13 21. COVENANTS AGAINST CONTINGENT FEES Contractor wan^ants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty. City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or othenwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another Jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent Jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement or any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. City Attomey Approved Version 1/30/13 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California (sign here) Timothy E. Caulfield / CEO By: NOTAREATION (sign here) (print name/title) By: lagor or Mayor ef utvision Di City Manager or Mayor orized by th Tina Steffan Director as authorized by the City Manager Str" ATTEST: BARBARA ENGLESON City Clerk JAZU If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation. Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: M Assistant Citv Attorne City Attorney Approved Version 1/30/13 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notaiy public or other ofilcer completing this certificate verifies only the Identity of the dividual who signed the document to which this certificate Is attached, and not the truthfulness, accuracy, or validity of that document. Slate of California County of San Diego On 3/ Al4/lcK aois Date personally appeared before me, Jason F. Smith, Notary Public Here Insert Name and Title of the Officer Name(s) ofSlgner(s) who proved to me on the basis of satisfactory evidence to be the person^^ whose name^ is/are subscribed to the within Instrument and acknowledged to me that he/she/they executed the same In his/hefithefr authorized capacityftee^, and that by hls*arWt6lrslgnature{^ on the Instrument the person^e^, or the entity upon behalf of which the person(^acted, executed the Instmment. OFFICIAL SEAL -JASON F SMITH UNU^AP" ^UBLiC-CALIFORNiAS wU;v1M. NO. 2036933 " SAN DIEGO COUNTY MY COMM. EXP. AUG 15 ?017 I certify under PENALTY OF PERJURY under the laws of the State of Califomia that the foregoing paragraph is true and con-ect. WITNESS my hand and official seal. Signature •Ignature of Notary Public Place Notary Seal Above — OPTIONAL Thougfi this section Is optional, completing this Information can deter alteration of the document or fraudulent reattachment of this fonn to an unintended document. Description of Attached Document _ Title or Type of Document: Co^r/tAf^i Number of Pages: Slgner(s) Other Than Named Above: Capacity(ies) Claimed by Slgner(s} Signer's Name: Document Date: 'V^ / /?-o/ S • Corporate Officer - Title(s): • Partner - • Limited • General • Individual • Attomey In Fact • Trustee • Guardian or Conservator • Other: Signer Is Representing: Signer's Name: • Corporate Officer — Title(s): • Partner - •Limited • General • Individual • Attorney In Fact • Trustee • Guardian or Conservator • Other: Signer Is Representing: ©2014 National Notary Association • www.NatlonalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 EXHIBIT "A' SCOPE OF SERVICES Provide advisory services related to the IT Infrastructure of the City. Including: • Mix of infrastructure that should be retained internally vs. outsourced to a service provider associated with a primary and secondary OR site • Five Year Roadmap with consideration for the timing of new systems, the time to retirement of old systems and the overall criticality of systems; provide costing throughout all phases • Weigh into the analysis co-location and the possibility of a hybrid model comparing costs, risks and long term supportability/feasibility • Development of an RFP for Year 1 Infrastructure Services • Screening, evaluation, and contracting with a service provider Situation Overview The City of Carlsbad, CA has a prinnary data center located at the city offices at 1635 Faraday Ave. There are a number of factors with the Faraday Data Center that the city needs to address related to the housing and operations of the IT Infrastructure. These include: • The site has a number of single points of failure and remediation of the site is expected to cost between $1.2 - $2M and requires ~ 18 months to complete. • The IT Infrastructure operated by the City is at or near end of life and requires a technology refresh. • The City desires a secondary site as disaster recovery location to reduce the risk of a business impacting outage. • The City has limited IT staff and is seeking to leverage the capabilities of a service provider. The City is seeking an IT advisor who can assist with the development an RFP and with the evaluation and selection of a service provider or service providers to meet the requirements of the City. Objectives Working with resources fronn the City of Carlsbad IT Team meet the following objectives: • Working with the City, develop an IT Strategy and five year Roadmap for both Production and Disaster Recovery Services. • Develop a set of requirements and decision criteria that will be utilized in the RFP for services in Year 1. • Identify potential providers that have the capabilities to meet the requirements of the City and engage them in responding to the RFP. City Attorney Approved Version 1/30/13 Provide assistance in the selection and contracting process with service providers selected for the engagement. Act as a Subject Matter Expert-SME in support of the above proposals to City Management and the City Council as requested. Complete the process within a 120-day time period. Methodology The ANTARA group is a management consulting firm that is focused on the IT Infrastructure-as-a-Service Sector (Data Centers, Managed Services, Cloud Computing, & Cyber Security) As experts in the sector, The ANTARA Group will support the City of Carlsbad to explore each of the strategic alternatives and to ultimately select and contract with the appropriate providers. The methodology will include a coUative approach with the City of Carlsbad IT Team as well as the knowledge and the contacts of The ANTARA Group to move the effort forward in an efficient and cost effective manner. The goal is to have the City contracted for IT Infrastructure services within 120 days. Measure of Success A contracted solution that the City can then work to implement with 120 days that meets the technology and cost requirements of the City. Timing We are currently available to begin the engagement after April 1®*, 2015 . It is anticipated that 120 days will be required to fully develop the Strategy, RFP, evaluate service providers, and make the appropriate selection. • 30 Days - Development of the Strategy and Five Year Roadmap • 15 Days - Development of the technical and business requirements and the decision criteria for ultimate selection of vendors. • 15 Days - Release and responses to RFP. • 30 Days - Service Provider Evaluation. • 30 Days - Contract negotiation and award. Engagement Risks As viewed at this time the largest risk to the engagement is the ability to move through the process while meeting any specific contracting requirements of the City of Carlsbad. In addition, ultimate approval may be required by the City Council, which may be limited by the ability to get on the calendar. City Attomey Approved Version 1/30/13 City of Carlsbad Accountability The engagement cannot be completed successfully without the involvement of City of Carlsbad. It would be expected that a primary point of contact be identified and that individual would act as the main interface with ANTARA and would also work internally to provide/coordinate the necessary information to move the project fonward. Administrative support would also been needed, especially in the development final development of any RFI or RFP material. ANTARA would assist with the content, but support would be needed for the final document. Fees The Project fee would be $28,000 and would be billed at the following milestones: - Completion Strategy & Five Year Roadmap - $14,000 - Complete RFP - $7,000 - Contract Award - $7,000 Travel and miscellaneous expenses associated with the project, if any, will be billed at cost and subject to pre-approval by The City of Carisbad City Attomey Approved Version 1/30/13 10