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HomeMy WebLinkAboutCURTIS, ROBERT-2015INSURANCE NOT REQUIRED WORK 4tAy AR0t1EED CLERK Ill: i NC L DATE: NOY 1 6 2015 CONSULTANT AGREEMENT CITY OF SANTA ANA,. N-2015-173 ®/zT -. nxs HIS AGREEMENT is made and entered into this 3'a day of November, 2015 by and between Robert 6604.0 Crutis ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing ruiner 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 Infer Lawson Software systems installation, configuration, upgrades, and support to assist the City in upgrading its Lawson enterprise software system, B. Consultant represents that he is able and willing to provide such services to the City, C. In undertaking the performance of this Agreement, Consultant represents that he is knowledgeable in his 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 consultant 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 perform all those services described in the Statement of Work appearing as Exhibit A to this Agreement. 2. COMPENSATION a, City agrees to pay, and Consultant agrees to accept as total payment for his services, rm hourly xato of $150. The total scan to be expended under this Agreement shall not exceed $25,000. b. Payment by City shall be made within 'forty-five of days (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on Novembex 16, 2015 and terminate on June 30, 2016, unless terminated earlier in accordance with Section 15, below. 4. 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 not shall it be construed to Page 1 of 9 create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional rnamier in which Consultant perforans 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. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant tinder this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Services will be provided, remotely, Due to the services provided, no insurance will be required 7. INDEMNIFICATION Consultant agrees to and shall indemnify 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. 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. The Consultant flather agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terns of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. Page 2 of 9 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed ander this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred wider this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years front the date of final payment to Consultant wider this Agreement. 10. 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. 11. 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. 12. NOTICE Any notice, tender, demand, delivery, or other commwrication 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 fax or other telegraphic cormmmication in the manner provided in this Section, to the following persons: Page 3 of 9 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: To Consultant: Finance and Management Services Agency— Application Systems City of Santa Ana 20 Civic Center Plaza M-42 P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647-5486 Robert Curtis 7257 NW 4`a Blvd Box 6 Gainesville, FL 32607 City Attorney's Office City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647-6515 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 asset forth above. If sent by fax, 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. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter therein, 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 or the City. Each party to this Agreement acknowtedges 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. Page 4 of 9 14. 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 hrnit 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. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement. 16. NONDISCRIMINATION Consultant 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. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 17. JURISDICTION - VENUE 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 cormection with or by reason of this Agreement. 18, PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, 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 its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. Page 5 of 9 19. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City frilly, including reasonable costs and attorney's Cees, 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Maria D. Fluizar 44 Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: John .�Funk RECOMMENDED FOR APPROVAL: "k lAa� Francisco Gutierrez Executive Director Finance and Management Services Agency A ANA DavideiOa zc City Manager CONSULTANT: Robert Curtis Page 6 of 9 EXHIBIT A Lawson System Upgrade Statement of Work I. Introduction The City of Santa Ana ("City") operates and maintains the Infer Lawson Financial System to record, manage, maintain, and report on its business and financial data. This includes the Infer Lawson 83 Financial and Procurement product suite, Lawson Process Flow, Lawson Business Intelligence (LBI), and various Infor aid third -party software components ("Lawson System"). Except for LBI (on version 10), the City's Lawson System is currently on version 9.0.1. Standard Infor support for this version ends on May 31, 2016. The purpose of this Statement of Work ("SOW") is to define the services and tasks to be performed by Consultant to upgrade the Lawson System from version 9.0.1 to 10.x (the current version at the time work begins) prior to expiration of Infor standard support. This Lawson System Upgrade project includes the Production and Test environments 2. Approach The Lawson System upgrade will be a migration from the City's existing Lawson 9.0.1 environment to a new I O.x environment. The new I O.x eriviromnent will be built and configured from scratch and will be loaded with a copy of data from the existing production 9.0.1 environment. This new I O.x enviromnent will serve as the 10.x test system until final data refresh and live cutover. It will then become the City's new production Lawson System on version 10.x. A copy of the newly built 10.x environment will be copied to a test envirormlcnt for the City's ongoing test use. The final outcome will be a production and a test Lawson 10.x system. 3. City Responsibilities The City will provide the following resources and perform the following tasks a. Assign a Project Manager that will be responsible to plan, schedule, and coordinate project tasks. b. Build and configure new Virtual Machines (VM) Servers and install and configure Microsoft Windows Server to host the new Lawson production and test systems. C. Install Microsoft SQL Server 2012 databases on the new Lawson production and test systems. d. Backup the existing Lawson 9.0.1 database and restore it to the new Lawson 10.x database servers throughout the project as needed for testing and the final cutover. e. Provide Consultant with remote access to the City's network for access to the Lawson Systems. f. Provide access to Infer Support Site for access to software downloads and support. g. Test the newly created Lawson I O.x environment including the business functions the City uses, Process Automations (formerly Process Plows), and reports. Page 7 of 9 4. Consultant Responsibilities a. Setup Production Lawson 10.x Environment This set of tasks involves setting up and configuring a new Lawson 10.x Production environment. After its initial build, it will be used as a Test environment, refreshed as needed, and ultimately become the new Lawson I O.x Production environment after the final upgrade cutover. 1. Download the Infor Lawson 10.x, required component software from the Infer and 3rd party websites. 2. Install and configure Infor Lawson 10.x Application Server. 3. Install and configure Infor Landmark Server. 4. Install and configure Microsoft SharePoint Server and Infer Ming.le Foundation for Infer Lawson 10.x. 5. Configure Lawson Security as Secure Token Server (LS as STS) 6. Upgrade Lawson System and Applications to the latest available ESP and MSP service packs for Infor Lawson 10.x. 7. Migrate restored existing Production databases to SQL Server 2012 initially, as needed for test refreshes, and during the final Lawson I O.x upgrade cutover. 8. Migrate existing Lawson 9.0.1 Process Flows to the latest version of Infor Process Automation (IPA) for Infor Lawson 10.x, 9, Migrate Lawson Security and perform LDAP bind in Lawson 10.x environment, 10. Provide Infor Lawson I O.x and Landmark training and knowledge transfer to City technical staff. 11. Provide fundamental basic testing of Lawson I O.x environment after build and refreshes. 12. Confirm LBI connectivity using current LBI TEST system (this will change to PROD LBI as one of go live cutover tasks). 13, Create and test backup and log archiving scripts. 14. Perform final go -live production cutover migration and configuration. b. Setup Test Lawson I O.x Environment This set of tasks involves setting up and configuring a new Lawson 10.x Test environment from a copy of the newly created Lawson 10.x Production environment (cleric the Production environment to Test) after the Production environment is tested. 1. Database migration. 2, Product Line copy from Production 10.x Instance to Test instance. 3. Configure the environment with different naming that identifies it as a Test environment. 4. Process Flow to IPA migration. 5. Lawson Security Migration 6. Confirm LBI connectivity using current LBI TEST system. C. Provide detailed weekly status reports. d. Provide Post -Live Support. Consultant will provide post -live support for system issues encountered after the upgrade through the term of this agreement. Page 8 of 9 5. Project Assumptions a. The City's existing LBI is already on version 10. b. The most current versions of Infor 10,x and components will be used for the upgrade. Once testing begins, the version installed will be frozen until go -live cutover unless a patch is required to resolve an issue experienced, during testing. C. An Issues log will be jointly maintained. d. The City maintains an Infor support subscription which can be used to open cases with hlfor Support to resolve issues encountered, C. Consultant will work independently except when tasks require coordination or to be completed with City resources. 6. Timeframe Consultant and City will jointly develop a project schedule that is mutually agreeable to both parties with an objective of performing the production go -live cutover by May 16, 2016. Page 9 of 9