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DS Managed Technology Services ProviderAGREEMENT FOR MANAGED TECHNOLOGY SERVICES PROVIDER SELECTION This Agreement is made and entered into this 2.5 day of March, 2019, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and Pivotal LLC (hereinafter "CONTRACTOR"). RECITALS WHEREAS, CITY requires assistance to manage the selection of a Managed Service Provider (MSP) for its technology support operations.; and WHEREAS, CONTRACTOR is experienced in providing the services required to develop requests for proposals, identify prospective vendors, assist with vendor selection, review contract proposals, and negotiate contracts; WHEREAS, CONTRACTOR previously provided similar services to the CITY under a contract that expired March 20, 2019; and WHEREAS, CITY desires to enter into a new Agreement with CONTRACTOR to provide managed technology services provider selection services to CITY for a six-month term, beginning March 25, 2019 and ending September 24, 2019. AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: PROJECT COORDINATION. A. CITY'S Project Manager. The Director of Digital Services and Open Government, Rebecca Woodbury, is hereby designated the PROJECT MANAGER for the CITY, and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this Agreement. B. CONTRACTOR'S Project Director. CONTRACTOR shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONTRACTOR. Adrienne Dale is hereby designated as the PROJECT DIRECTOR for CONTRACTOR. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR, for any reason, the CONTRACTOR shall notify the CITY within ten (10) business days of the substitution. 2. DUTIES OF CONTRACTOR. CONTRACTOR shall perform the duties and/or provide services as described in the February 27, 2019, Proposal for City of San Rafael Managed Technology Services Provider Selection marked Exhibit 1 (hereafter "Exhibit I") attached and incorporated herein. ► _3-s►l UTIES OF CITY. CITY shall pay the compensation as provided in Paragraph 4, and perform the duties as described in Exhibit 1 attached and incorporated herein. 4. COMPENSATION. For the full performance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR as described in Exhibit 1 attached and incorporated herein, in a total amount not to exceed $18,000.00. Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices submitted by CONTRACTOR. TERM OF AGREEMENT. The term of this Agreement shall be for six (6) months commencing on March 25, 2019, and ending on September 24, 2019. Upon mutual agreement of the parties, and subject to the approval of the City Manager the term of this Agreement may be extended for an additional period of up to six (6) months. 6. TERMINATION. A. Discretionary. Either party may terminate this Agreement without cause upon thirty (30) days written notice via overnight courier or personally delivered to the other party. B. Cause. Either party may terminate this Agreement for cause upon fifteen (15) days written notice mailed or personally delivered to the other party, and the notified party's failure to cure or correct the cause of the termination, to the reasonable satisfaction of the party giving such notice, within such fifteen (15) day time period. C. Effect of Termination. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other. D. Return of Documents. Upon termination, any and all CITY documents or materials provided to CONTRACTOR and any and all of CONTRACTOR's documents and materials prepared for or relating to the performance of its duties under this Agreement, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after tennination. 7. OWNERSHIP OF DOCUMENTS. The written documents and materials prepared by the CONTRACTOR in connection with the performance of its duties under this Agreement, shall be the sole property of CITY. CITY may use said property for any purpose, including projects not contemplated by this Agreement. 8. INSPECTION AND AUDIT. Upon reasonable notice, CONTRACTOR shall make available to CITY, or its agent, for inspection and audit, all documents and materials maintained by CONTRACTOR in connection with its performance of its duties under this Agreement. CONTRACTOR shall fully cooperate with CITY or its agent in any such audit or inspection. 9. ASSIGNABILITY. The parties agree that they shall not assign or transfer any interest in this Agreement nor the performance of any of their respective obligations hereunder, without the prior written consent of the other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect. 10. INSURANCE. A. Scope of Coverage. During the term of this Agreement, CONTRACTOR shall maintain, at no expense to CITY, the following insurance policies: 1. A commercial general liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, for death, bodily injury, personal injury, or property damage. 2. An automobile liability (owned, non -owned, and hired vehicles) insurance policy in the minimum amount of one million dollars ($1,000,000) dollars per occurrence. 3. If any licensed professional performs any of the services required to be performed under this Agreement, a professional liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, to cover any claims arising out of the CONTRACTOR's performance of services under this Agreement. Where CONTRACTOR is a professional not required to have a professional license, CITY reserves the right to require CONTRACTOR to provide professional liability insurance pursuant to this section. 4. If it employs any person, CONTRACTOR shall maintain worker's compensation insurance, as required by the State of California, with statutory limits, and employer's liability insurance with limits of no less than one million dollars ($1,000,000) per accident for bodily injury or disease. CONTRACTOR's worker's compensation insurance shall be specifically endorsed to waive any right of subrogation against CITY. B. Other Insurance Requirements. The insurance coverage required of the CONTRACTOR in subparagraph A of this section above shall also meet the following requirements: 1. Except for professional liability insurance or worker's compensation insurance, the insurance policies shall be specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as additional insureds (for both ongoing and completed operations) under the policies. 2. The additional insured coverage under CONTRACTOR'S insurance policies shall be "primary and non contributory" with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or self-insurance coverage for any contribution. The "primary and noncontributory" coverage in CONTRACTOR'S policies shall be at least as broad as ISO form CG20 01 04 13. 3. Except for professional liability insurance or worker's compensation insurance, the insurance policies shall include, in their text or by endorsement, coverage for contractual liability and personal injury. 4. By execution of this Agreement, CONTRACTOR hereby grants to CITY a waiver of any right to subrogation which any insurer of CONTRACTOR may acquire against CITY by virtue of the payment of any loss under such insurance. CONTRACTOR agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not CITY has received a waiver of subrogation endorsement from the insurer. 5. If the insurance is written on a Claims Made Form, then, following termination of this Agreement, said insurance coverage shall survive for a period of not less than five years. 6. The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement. 7. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of CITY (if agreed to in a written contract or agreement) before CITY'S own insurance or self-insurance shall be called upon to protect it as a named insured. 8. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to CITY or any other additional insured party. Furthermore, the requirements for coverage and limits shall be: (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. No representation is made that the minimum Insurance requirements of this agreement are sufficient to cover the obligations of the CONTRACTOR under this agreement. C. Deductibles and SIR'S. Any deductibles or self-insured retentions in CONTRACTOR's insurance policies must be declared to and approved by the PROJECT MANAGER and City Attorney, and shall not reduce the limits of liability. Policies containing any self-insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or CITY or other additional insured party. At CITY's option, 4 the deductibles or self-insured retentions with respect to CITY shall be reduced or eliminated to CITY's satisfaction, or CONTRACTOR shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney's fees and defense expenses. D. Proof of Insurance. CONTRACTOR shall provide to the PROJECT MANAGER or CITY'S City Attorney all of the following: (1) Certificates of Insurance evidencing the insurance coverage required in this Agreement; (2) a copy of the policy declaration page and/or endorsement page listing all policy endorsements for the commercial general liability policy, and (3) excerpts of policy language or specific endorsements evidencing the other insurance requirements set forth in this Agreement. CITY reserves the right to obtain a full certified copy of any insurance policy and endorsements from CONTRACTOR. Failure to exercise this right shall not constitute a waiver of the right to exercise it later. The insurance shall be approved as to form and sufficiency by PROJECT MANAGER and the City Attorney. 11. MUTUAL INDEMNIFICATION. A. Each party shall indemnify and hold harmless the other party and its affiliated companies, officers, directors, employees, agents, subdistributors and customers (collectively, the "Indemnitees"), from and against all costs, expenses, claims, demands, causes of action, damages and judgments, including without limitation attorney's fees, whether or not suit is actually commenced, which might be imposed upon or brought against an Indemnitee as a result of: (a) any breach of this Agreement, or (b) the acts, errors or omissions of a party, its agents or employees. 12. NONDISCRIMINATION. CONTRACTOR shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 13. COMPLIANCE WITH ALL LAWS. CONTRACTOR shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement. CONTRACTOR shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONTRACTOR shall release, defend, indemnify and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 14. NO THIRD PARTY BENEFICIARIES. CITY and CONTRACTOR do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party. 15. NOTICES. All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: TO CITY's Project Manager: TO CONTRACTOR's Project Director 16. INDEPENDENT CONTRACTOR. Rebecca Woodbury City of San Rafael 1400 Fifth Avenue P.O. Box 151560 San Rafael, CA 94915-1560 Adrienne A. Dale Pivotal LLC 1569 Solano Avenue, Suite 435 Berkeley, CA 94707 For the purposes, and for the duration, of this Agreement, CONTRACTOR, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY. CONTRACTOR and CITY expressly intend and agree that the status of CONTRACTOR, its officers, agents and employees be that of an Independent Contractor and not that of an employee of CITY. 17. ENTIRE AGREEMENT -- AMENDMENTS. A. The terms and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. B. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the CONTRACTOR and the CITY. C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. D. The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the CONTRACTOR and the CITY. E. If any conflicts arise between the terms and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. 18. SET-OFF AGAINST DEBTS. CONTRACTOR agrees that CITY may deduct from any payment due to CONTRACTOR under this Agreement, any monies which CONTRACTOR owes CITY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 19. WAIVERS. The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 20. COSTS AND ATTORNEY'S FEES. The prevailing party in any action brought to enforce the terms and conditions of this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action. 21. CITY BUSINESS LICENSE / OTHER TAXES. CONTRACTOR shall obtain and maintain during the duration of this Agreement, a CITY business license as required by the San Rafael Municipal Code CONTRACTOR shall pay any and all state and federal taxes and any other applicable taxes. CITY shall not be required to pay for any work performed under this Agreement, until CONTRACTOR has provided CITY with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). 22. SURVIVAL OF TERMS. Any terms of this Agreement that by their nature extend beyond the term (or termination) of this Agreement shall remain in effect until fiilfilled, and shall apply to both Parties' respective successors and assigns. 23. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. 24. COUNTERPARTS AND ELECTRONIC SIGNATURE. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one document. Counterpart signature pages may be delivered by telecopier, email or other means of electronic transmission. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL J ES M. SCH Z, ity Manager ATTEST: LINDSAY LARA, City Clerk APPROVED AS TO FORM: EPSTEIN, City Attorney CONTRACTOR AD ENNE DALE, Managing Member Exhibit 1 Al PROPOSALFOR CITY OF SAN RAFAEL MANAGED TECHNOLOGY SERVICES PROVIDER SELECTION Presented by. Adrienne A. Dale February 27, 2019 SAN RAFAE L DIGITAL SERVICE & OPEN GOVERNMENT Basis for Proposal............................................................................ 2 ProjectBackground.......................................................................................................................................2 EngagementScope.-... ............... ...................................................................................................................2 Preiiminary Project Schedule .......................... Assumptions.................................................................................................................................................. 4 ProfessionalQualifications............................................................................................................................4 Pees & Payment Terms .................... ........ ....... ....... .................................... ........ ... 4 Cityof San Rafael Acceptance.....................................................................................................................5 February 27, 2019 pivotal-Ilc-com �W Page 1 This proposal is based on: • Pivotal LLC's Technology Operations Assessment conducted December 2018 through January 2019 • Related conversations held in January and February 2019 with Rebecca Woodbury, Director of Department of Digital Service and Open Government for the City of San Rafael and Cristine Alilovich, Assistant City Manager. • General assumptions regarding a Requests for Proposal and Managed Services Providers. If any of this information is invalid or subsequently changes, time and costs estimates may be revised. The City of San Rafael (CoSR) engaged Pivotal LLC (Pivotal) to conduct an assessment of its technology operations. A key recommendation from this assessment is to consolidate technology support with one full-service Manager Services Provider (MSP). CoSR has asked Pivotal to manage the MSP selection process. The project scope spans vendor identification to vendor selection. Specific activities and deliverables include. I. Project initiation A. Project kick-off meeting B. RFP / MSP scope confirmation C. MSP implementation expectations D. RFP component review and assignments E. Deliverable: Decision & assignment recap document II. Request for Proposal development: A. Provide technical advice, support, and consultation to DSOG staff in. a) Development of RFP document including (1) CoSR Overview (2) Current technical environment (3) Scope of services (4) Proposal organization (5) Evaluation criteria (6) Response instructions b) RFP distribution to selected vendors c) Pre -proposal vendor support (Vendor Q & A, Bidders conference, etc.) B Milestone: RFP document February 27, 2019 pivotal-Ilc.com Page 2 III. Vendor Identification (concurrent with RFP development) A. Market research B. Vendor profiles C. Vendor comparison D. Preliminary pricing E. Deliverable: Vendor profile document IV. Vendor selection: A. Proposal review B. Short-list meeting C. Vendor presentation coordination D. Vendor evaluation E. Deliverable: Vendor evaluation & recommendation summary document V. Selection Decision milestone A. Meeting with CoSR and DSOG management to present recommendation and confirm vendor selection decision. B. Deliverable: Meeting recap and decision confirmation VI. Contract review & negotiation A. Support to DSOG management in vendor contract review & negotiation. The MSP selection process is estimated at approx. twelve weeks. Actual project schedule will be confirmed based on proposal acceptance date and confirmation of engagement assumptions. D Task Name I CoSR MSP Selection 2 RFP Development 3 RFP component review. assignments 4 RFP Development 5 RFP to Vendors 5 Vendor Q&A 7 Vendor research 8 Markel research 9 Vendor profiles/ preliminary pricing �o Vendor comparison >> Vendor profile document 12 Vendor selection 13 Vendor proposals due (estimated @ 4-5) 14 Proposal review + proposal summary 15 Short-list meeting (narrow to 3) —tom i Vendor presentation coordination Vendor presentations (3) 18 Vendor site visit coordination 18 Vendor site visits (2) 2a_ Vendor selection meeting 217 Selection decision 22 Vendor selection notification 23 Vendor contract review & negotiation 24 Vendor contract signed 4 February 27, 2019 �� _ pivotal-Ilc.com _ Page 3 A mutually -acceptable start date will be determined based on CoSR preferences and CoSR and Pivotal LLC availability. 1. The Director of Digital Service and Open Government will function as Pivotal's primary contact regarding the project and will respond to e-mail and phone calls in a prompt and reasonable timeframe. The Director will address project issues and communicate resolution to Pivotal. 2. CoSR staff and vendor/contractors involved in the project will be available for meetings on a reasonable scheduled basis and within the time frame set for the project. 3. CoSR staff are knowledgeable about current City business processes and objectives. 4. CoSR resources involved in the project will complete assigned tasks within the agreed schedule 5. CoSR staff will provide technical and other documentation necessary to the RFP or in response to reasonable vendor requests. 6. CoSR will provide Pivotal with email and network access to facilitate sharing of RFP -related documents and communication with vendors. 7. Project will span approximately 12 weeks (60 days) 8. CoSR and Pivotal may agree to modify the schedule over the course of the project. 9. Given that duration is a primary driver of project management effort, any material extension of the project timeframe may increase Pivotal's total hours and related project fees. A change order will be created to document CoSR's and Pivotal's agreement to any increase in fees. Pivotal LLC principal Adrienne Dale brings extensive consulting and executive experience driving high- performance in IT Operations in a variety of for-profit and nonprofit organizations providing software, technology services, publishing, social services and philanthropy. Adrienne has managed and mentored Information Technology and software development teams in multiple companies. She excels in scaling organizations, processes, and systems. A strategic thinker and confident decision maker, Adrienne has achieved repeated success delivering significant improvements in customer experience and operational results. Total fees for the engagement are $18,000, payable as follows. Milestone Amount Proposal acceptance — 20% $3,600 RFP sent to vendors — 40% $7,200 Vendor selected — 30% $5,400 Vendor contract signed — 10% $1,800 Total $18,000 The initial payment is due on proposal acceptance; subsequent invoices are payable within 15 days. CoSR will reimburse Pivotal for engagement -related travel or out-of-pocket expenses that are required for the execution of the engagement. No such expenses are expected for this engagement. This proposal is valid for 30 days. February 27, 2019 pivotal-Ilc.com Page 4 POS1Wa9 Accepted by. Printed Name: Rebecca Woodbury Title: Director of Digital Service and Open Government Date: v February 27, 2019 pivotal-Ilc.com Page 5 CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Digital Service and Open Government Project Manager: Gus Bush Extension: (415) 485-3061 Contractor Name: Pivotal LLC Contractor's Contact: Adrienne Dale Contact's Email: Adrienne.dale@pivotal-Ilc.com O FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor 3/6/2019 0 GB b. Email contract (in Word) and attachments to City 3/6/2019 Zx GB Attorney c/o Laraine.Gittens@cityofsanrafael.org 2 City Attorney a. Review, revise, and comment on draft agreement 3/12/2019 and return to Project Manager 3/12/2019 LMM b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor 3 Department Director Approval of final agreement form to send to 3/20/2019 © GB for contractor RW 4 Project Manager Forward three (3) originals of final agreement to 3/20/2019 ❑x GB contractor for their signature 5 Project Manager When necessary, contractor -signed agreement ❑x N/A agendized for City Council approval * *City Council approval required for Professional Services n GB Agreements and purchases of goods and services that exceed Or $75,000; and for Public Works Contracts that exceed $175,000 Click here to Date of City Council approval enter a date. PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 6 Project Manager Forward signed original agreements to City 3/27/2019 GB Attorney with printed copy of this routing form 7 City Attorney Review and approve hard copy of signed ` U\ agreement 8 City Attorney Review and approve insurance in PINS, and bonds 3/12/19 LMM (for Public Works Contracts) 9 City Manager/ Mayor Agreement executed by City Council authorized J C L official 10 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager y `L o