Prosum Inc AMENDMENT NO. 2
TO INFORMATION TECHNOLOGY CONTRACT SERVICES AGREEMENT
THIS AMENDMENT TO THE AGREEMENT FOR CONTRACTUAL SERVICES
("Amendment No. 2") by and between the CITY OF RANCHO PALOS VERDES ("City")
and PROSUM, INC., a California corporation ("Contractor" or "Vendor") is effective as of the
1st day of July, 2019.
RECITALS
A. City and Contractor entered into a contract services agreement, dated May 18,
2015 ("Agreement"), whereby Contractor agreed to provide Information Technology Services
through June 30, 2019 ("Initial Term"), for a total compensation of$808,572, with the option to
extend the Initial Term for up to two 12-month extensions ("Extended Term").
B. City and Contractor entered into an amendment to the Agreement, dated June 5,
2018 ("Amendment No. 1"), to also provide interim information technology manager services
while the City recruited the new Information Technology Manager. Amendment No. 1 increased
the Contract Sum by $40,000 to $848,572.
C. City and Contractor now desire to amend the Agreement a second time to extend
the Term for Contractor to provide Information Technology Services by one month through July
31, 2019, and to increase the total compensation by $15,084, for a total compensation of
$863,656.
TERMS
1. Contract Changes. Pursuant to Section 2.4, the Agreement is amended as
provided herein. Deleted text is indicated in stri1ethr-eugh and added text in bold italics.
(a) Section 1.0 is amended to read:
"1. 0 TERM
The Initial Term of this Agreement shall be for four years (48 months) and shall
commence on July 1, 2015 ("Commencement Date") and shall continue in effect
for four years (48 months) through and including midnight on June 30, 2019
("Expiration Date"), unless earlier terminated as provided herein. The period from
the Commencement Date to the Expiration Date is the "Initial Term." The City
may, at its option, extend by means of one or more amendments the Initial Term
of this Agreement for additional consecutive period(s) of time, with the total
contract Initial Term and Extended Terms (as defined in Section 1. 2 below) not
to exceed a total of six (6) years, or through and including midnight on June 30,
2021. By means of this Amendment No. 2, City exercises its option to extend the
Term of the Agreement by one month, through July 31, 2019 (the "First
Extended Term").
(b) Section 2.1.3 is amended to read:
"2.1.3 For eaehthe First Extended Term, the amount of '. , :! : .- • .. .
seventy two thousand three hundred eighty dollars) $15,084 (fifteen thousand
and eighty four dollars) for base contract services, plus a 10% contingency for
potential services outside the scope of the Agreement, or a maximum of$189,618
(one hundred eighty nine thousand six hundred eighteen dollars) for each
Extended Term. •
(c) Section 45.1 is amended to read:
"45.1 Notices. Except as otherwise provided herein, all notices required under
this Agreement shall be in writing and delivered personally or by first class mail,
postage prepaid, to each Party at the address listed below. Either Party may
change the notice address by notifying the other Party in writing. Notices may be
sent by either facsimile or U. S. Mail. Notices shall be deemed received upon
receipt of same or within three (3) Business Days of deposit in the U. S. Mail,
whichever is earlier. Notices sent by facsimile shall be deemed received on the
date of the facsimile transmission.
If to Contractor: If to City:
CONTRACTOR REPRESENTATIVE CITY REPRESENTATIVE
Andrew SalisburyDeepika Bhatia ukasz Buchwald
Prosum, Inc. City of Rancho Palos Verdes
30940 Hawthorne Blvd
2201 Park Place, Suite 102 Rancho Palos Verdes, CA 90275"
El Segundo, CA 90245
(e) The following shall be added to Exhibit"A," Scope of Work and Fees:
"18. City shall obtain cyber liability insurance to mitigate any
damages or losses that may result from network or system infiltration. Neither
party is liable for any damages or losses suffered due to cyber security
infiltration provided that reasonable standards and prevention measures are
implemented by the responsible party. Each party hereby releases, discharges,
and holds harmless the other party and its employees, agents, officers and
directors from all claims, liability, and losses or damages related to cyber
security infiltration. The foregoing limitation shall not apply to Consultant in
the event that damages or losses suffered by the City are due to negligence by
Consultant."
2. Continuing Effect of Agreement. Except as amended by Amendments No. 1 and
2, all provisions of the Agreement shall remain unchanged and in full force and effect. From and
after the date of this Amendment No. 2, whenever the term "Agreement" appears in the
Agreement, it shall mean the Agreement, as amended by Amendments No. 1 and 2.
3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and
Contractor each ratify and reaffirm each and every one of the respective rights and obligations
01203.0001/558924.3 -2-
arising under the Agreement. Each party represents and warrants to the other that there have been
no written or oral modifications to the Agreement other than as provided herein. Each party
represents and warrants to the other that the Agreement, as amended, is currently an effective,
valid, and binding obligation.
Contractor represents and warrants to City that, as of the date of this Amendment No. 2,
City is not in default of any material term of the Agreement, as amended, and that there have
been no events that, with the passing of time or the giving of notice, or both, would constitute a
material default under the Agreement, as amended.
City represents and warrants to Contractor that, as of the date of this Amendment No. 2,
Contractor is not in default of any material term of the Agreement, as amended, and that there
have been no events that, with the passing of time or the giving of notice, or both, would
constitute a material default under the Agreement, as amended.
4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that
they have each received adequate and independent consideration for the performance of the
obligations they have undertaken pursuant to this Amendment No. 2.
5. Authority. The persons executing this Amendment No. 2 on behalf of the parties
hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to
execute and deliver this Amendment No. 2 on behalf of said party, (iii) by so executing this
Amendment No. 2, such party is formally bound to the provisions of this Amendment No. 2, and
(iv) the entering into this Amendment No. 2 does not violate any provision of any other
agreement to which said party is bound.
[SIGNATURES ON FOLLOWING PAGE]
01203.0001/558924.3 -3-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
and year first-above written.
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
Doug Willmore, City Manager
ATT
4iA
E Co1M City Clerk
APPROVED AS TO FORM:
ALESHIRE & ER, LLP
610-Ni Get 4 ACA'
William W. Wynder, City Attorney
CONTRACTOR:
PROSUM, INC.
By: J Ce)
Name: "R
Title: Co _L tJ
By: 00.e.-0—`)3
Name: c,—uk k -jrLf 1
Title: V I" .
Address: t2_02o I Pal K plocc
-4 02 '
El Aej r o , CAgo2u
Two corporate officer signatures required when Contractor is a corporation, with one signature required
from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2)
Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONTRACTOR'S
SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE
INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR
OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR'S BUSINESS ENTITY.
01203.0001/558924.3 -4-
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document.
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
GIS°i YiYa2
On II' 1 , 2019 before me, A101'ae 1 Puloltl, personally appeared aY i C4a+-Nan,proved to me on
the basis of satisfactory evidence to be the person() whose names(/) is/are subscribed to the within instrument and
acknowledged to me that he/shc/t1Tey executed the same in his/her{their authorized capacity(ics), and that by
his/herJ.fkkeir signature(s) on he instrument the person(s), or the entity upon behalf of which the personfs) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
al I IIIIIIIIIIIIIIIIIIIIIII111111111111I11111111111111I111111I I IIII111111IIII II IL•
WITNESS my hand and official seal. E. LISA ARAQUE
_ COMM.#2222362 =
p��, ' 7v.-y• Notary Public-California p
Signature: �c . /��� Lf�/� Los Angeles County
/ My Comm.Expires Dec.16,2021
(/ Suuuuuuueuuumueeuuuunmumnuuumuu mminme
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CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
❑ INDIVIDUAL
❑ CORPORATE OFFICER
TITLE OR TYPE OF DOCUMENT
TITLE(S)
❑ PARTNER(S) ❑ LIMITED
❑ GENERAL NUMBER OF PAGES
❑ ATTORNEY-IN-FACT
❑ TRUSTEE(S)
❑ GUARDIAN/CONSERVATOR
❑ OTHER DATE OF DOCUMENT
SIGNER IS REPRESENTING:
(NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE
01203.0001/558924.3
CALIFORNIA ALL—PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document.
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES L[So Ayut,tAT�
On 021 , 2019 before me, ND ►"G(iO)Lcpersonally appearedlPeepiKa 13h41*-t proved to me on
the basis of satisfactory evidence to be the person(i) whose names(4) is/are subscribed to the within instrument and
acknowledged to me that -he/she/they executed the same in Mother/then authorized capacity(ies), and that by
his/her/their signature,(ts) on the instrument the person.$), or the entity upon behalf of which the person(s)-acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
JI IUI II IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII IIIIII I IIIIIIIIIII lllllllllllll_L•
- LISA ARAQUE
WITNESS my hand and offsc.1 seal. E tioniimv COMM.#2222362
g�Notary •Public •-California a
a
M Los Angeles County
Signature: 111uu111111 1111111111111111`1111111IIIIIIOIIP1111NID101111c. 01120 111E
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CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
❑ INDIVIDUAL
❑ CORPORATE OFFICER
TITLE OR TYPE OF DOCUMENT
TITLE(S)
❑ PARTNER(S) ❑ LIMITED
❑ GENERAL NUMBER OF PAGES
❑ ATTORNEY-IN-FACT
❑ TRUSTEE(S)
❑ GUARDIAN/CONSERVATOR
❑ OTHER DATE OF DOCUMENT
SIGNER IS REPRESENTING:
(NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE
01203.0001/558924.3
AMENDMENT NO.
TO AGREEMENT FOR CONTRACTUAL SERVICES
THIS AMENDMENT TO THE AGREEMENT FOR CONTRACTUAL SERVICES
("Amendment") by and between the CITY OF RANCHO PALOS VERDES ("City") and
PROSUM,INC., a Corporation("Contractor")is effective as of the 5th day of June,2018.
RECITALS
A. City and Contractor entered into that certain Agreement for Contractual Services
dated May 18, 2015 ("Agreement") whereby Contractor agreed to provide Information
Technology Services.
B. City and Contractor now desire to amend the Agreement to include Interim
Information Technology Manager Services while the City recruits a new Information
Technology Manager.
TERMS
1. Contract Changes. Pursuant to Section 2.4, the Agreement is amended as
provided herein. Deleted text is indicated in stfilEetkeugh and added text in bold italics.
(a) 2.1.1 The amount of$50,100 (fifty-thousand one hundred dollars) for transition
services for the transition period extending from May 18, 2015 through June 30,
2015; $20,000 (twenty thousand dollars)for Interim Information Technology
Manager services for FY 2017-18; and $20,000 (twenty thousand dollars)for
Interim Technology Manager services for FY2018-19.
(b) Exhibit"A-1"Supplemental Services,is hereby incorporated by reference.
2. Continuing Effect of Agreement. Except as amended by this Amendment, all
provisions of the Agreement shall remain unchanged and in full force and effect. From and after
the date of this Amendment, whenever the term "Agreement" appears in the Agreement, it shall
mean the Agreement,as amended by this Amendment to the Agreement.
3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and
Contractor each ratify and reaffirm each and every one of the respective rights and obligations
arising under the Agreement. Each party represents and warrants to the other that there have been
no written or oral modifications to the Agreement other than as provided herein. Each party
represents and warrants to the other that the Agreement is currently an effective, valid, and
binding obligation.
Contractor represents and warrants to City that, as of the date of this Amendment, City is
not in default of any material term of the Agreement and that there have been no events that,
with the passing of time or the giving of notice, or both, would constitute a material default
under the Agreement.
•
City represents and warrants to Contractor that, as of the date of this Amendment,
Contractor is not in default of any material term of the Agreement and that there have been no
events that, with the passing of time or the giving of notice, or both, would constitute a material
default under the Agreement.
4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that
they have each received adequate and independent consideration for the performance of the
obligations they have undertaken pursuant to this Amendment.
5. Authority. The persons executing this Agreement on behalf of the parties hereto
warrant that(i) such party is duly organized and existing, (ii) they are duly authorized to execute
and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such
party is formally bound to the provisions of this Agreement, and (iv) the entering into this
Agreement does not violate any provision of any other Agreement to which said party is bound.
[SIGNATURES ON FOLLOWING PAGE]
01203.0001/486900.1 -2-
IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the date
and year first-above written.
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
KITES lk
a►,.
Wil►_
City
APPROVED AS TO FORM:
ALESHIRE&WYNDER,LLP
! / 1
City Attorney L
CONTRACTOR:
PROSUM, INC.
By: Wat A g b1 -`7 t.A
Name:
Title:
By:
Name: 1C21 Avt GN ,
Title: Co _c —
Address: `2-V Y• 1 t
2
� F 10
or
Two corporate officer signatures required when Contractor is a corporation, wi one signature required
from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2)
Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONTRACTOR'S
SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE
INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR
OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR'S BUSINESS ENTITY.
012010D01/486900.1 -3-
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document.
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On , 2018 before me, , personally appeared , proved to me on
the basis of satisfactory evidence to be the person(s) whose names(s)is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
Signature:
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CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
❑ INDIVIDUAL
❑ CORPORATE OFFICER
TITLE OR TYPE OF DOCUMENT
Ti I LE(S)
❑ PARTNER(S) 0 LIMITED
❑ GENERAL NUMBER OF PAGES
❑ ATTORNEY-IN-FACT
❑ TRUSTEE(S)
❑ GUARDIAN/CONSERVATOR
❑ OTHER DATE OF DOCUMENT
SIGNER IS REPRESENTING:
(NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE
01203.0001/486900.1
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document,
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On , 2018 before me, , personally appeared , proved to me on
the basis of satisfactory evidence to be the person(s)whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and con-ect.
WITNESS my hand and official seal.
Signature:
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prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
O INDIVIDUAL
O CORPORATE OFFICER
TITLE OR TYPE OF DOCUMENT
TITLE(S)
• PARTNER(S) 0 LIMITED
0 GENERAL NUMBER OF PAGES
0 ATTORNEY-IN-FACT
o TRUSTEE(S)
El GUARDIAN/CONSERVATOR
0 OTHER DATE OF DOCUMENT
SIGNER IS REPRESENTING:
(NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE
012010001/486900.1
EXHIBIT A-1 (AMENDMENT NO. 1)
SUPPLEMENTAL SERVICES
The Supplemental Services shall consist of Interim Information Technology Management
services, as follows:
• Day to day technical aspects and escalations
- Coordination and ownership of technical issues including vendor management
• Short-term IT strategy and high-level recommendations
- Assistance with best practices for availability, backup, disaster recovery, and
overall security
- Interim It Manager will provide oversight for IT operations and will advise
your leadership on IT strategy and spending decisions.
• System support
- Coordination and ownership of technical issues including vendor management
- Server and network infrastructure administration and management
• IT-related ordering
- The Interim IT Manager will utilize our partnerships and City's established
procedures with hardware and software providers to help with technology
purchases on City's behalf, as requested.
• Software and Hardware Licensing
- The Interim IT Manager will act as a central point of contact for your
technology and licensing vendors. This allows us to better streamline issue
resolution as well as to track recurring vendor related issues that may impact
your level of service.
Services are to be provided during City's regular business days and hours. Any instance
where services are needed after hours, on the weekend or during Holidays,will need to be agreed
upon ahead of time and will be billed at 150%of the rate below.
Consultant will primarily utilize the named resources listed below, but may use another
person with similar experience, expertise and position, should a need arise (e.g. vacation or sick
leave).
01203.0001/486900.1
Role #of Days/week Rates per Discounted Rate Total per month
contract
Sr. Operations 16 hrs/week $175/hr $150/hr $10,392
Manager
Sr. Engineer 8 hrs/week $150/hr $125/hr $4,330
$14,722
01203.0001/486900.1
INFORMATION TECHNOLOGY SERVICES AGREEMENT
BY AND BETWEEN
CITY OF RANCHO PALOS VERDES, CALIFORNIA
AND
VENDOR, PROSUM, INC.
ENTERED PURSUANT TO CITY OF RANCHO PALOS VERDES IT SERVICES RFP
SOLICITATION ISSUED JANUARY 4, 2015
Table of Contents
INFORMATION TECHNOLOGY SERVICES AGREEMENT 3
1.0 TERM 3
2 FEES FOR SERVICES AND TERMS OF PAYMENT 4
3 TERMINATION 7
4 CITY FACILITIES AND SUPPLIES 9
5 MULTI-VENDOR ENVIRONMENT 9
6 CHANGE MANAGEMENT 9
7 LICENSES AND PERMITS 10
8 KNOWLEDGE TRANSFER AND BEST PRACTICES 10
9 TECHNOLOGY AND PROCESS EVOLUTION 10
10 CITY AND VENDOR SYSTEMS 11
11 CONFIDENTIALITY 13
12 REPORTS 14
13 SME REVIEWS 14
14 ENHANCEMENT OF IT CAPABILITIES AND EFFECTIVENESS 15
15 [RESERVED] 15
16 SERVICE LEVEL PERFORMANCE STANDARDS 15
15
17 SHARED INFRASTRUCTURE 16
18 STRATEGIC CONTROL 16
19 MONITORING AND IMPROVEMENT 16
20 VENDOR PERSONNEL 16
21 REMOVAL AND REPLACEMENT OF VENDOR PERSONNEL 19
23 MINIMUM PROFICIENCY LEVELS AND TRAINING FOR VENDOR PERSONNEL 20
24 SUPERVISION AND CONDUCT OF VENDOR PERSONNEL 21
25 INSURANCE. 21
Vendor shall procure and maintain for the duration of this Agreement insurance against claims for
injuries to persons or damages to property which may arise from or in connection with the performance
of the Services hereunder and the results of those Services by the Vendor, its agents, representatives,
employees or subcontractors. Coverage shall be at least as broad as: 21
26 COMPLIANCE WITH CITY RULES 22
27 TURNOVER RATE AND DATA FOR VENDOR ON-SITE PERSONNEL 23
28 ELECTRONIC INCIDENT REPORTING 23
29 REDUCTION IN COSTS OF SERVICES DELIVERY 23
30 INCIDENTAL EXPENSES 24
31 INDEMNIFICATION 24
32 LIMITATION OF LIABILITY 25
33 DISPUTE RESOLUTION 25
34 WITHHOLD REMEDY 26
35 SECURITY AND REVIEWS 27
36 BILLING ADJUSTMENTS 27
37 CONFLICT OF INTERESTS 27
38 INFORMATION FURNISHED TO CITY 28
39 PROTECTION OF CITY PROPERTY 28
40 COMPLETENESS OF DUE DILIGENCE ACTIVITIES 28
41 AUDIT, INSPECTION,AND EXAMINATION OF RECORDS 28
42 SUBCONTRACTORS 30
43 CITY REFERRALS AND AS A REFERENCE SITE 31
44 ADVERTISEMENT 31
45 GENERAL 31
City o Rancho Palos Verdes—Information Technology Services Agreement 1775793 2
INFORMATION TECHNOLOGY SERVICES AGREEMENT
The CITY OF RANCHO PALOS VERDES, a municipal corporation organized and existing under the laws of
the State of California, with offices located at 30940 Hawthorne Blvd., Rancho Palos Verdes, California
90275 (hereinafter"City"), and Prosum, Inc., a California corporation with offices located in El Segundo,
California (hereinafter "Vendor"), hereby agree to and enter into this Information Technology Services
Agreement("Agreement")on May 18,2015 (herein referred to as the"Effective Date"). This Agreement
is made pursuant to Vendor's Response to Proposal dated February 20, 2015 and Prosum's Response to
Clarification Document dated March 7, 2015 (collectively "Proposal") to the City's IT Services Request for
Proposals (RFP) Solicitation dated January 14, 2015 (the "RFP"). The terms and conditions that follow set
forth the rights and obligations of the Parties with respect to the performance by Vendor of information
technology support services("Services") defined in the Scope of Work attached hereto as Exhibit A("Scope
of Work"). Exhibit B hereto, Service Level Agreements, shall govern Vendor's level of services to be
provided. Except as otherwise defined herein, Exhibit C, Definitions,attached hereto,defines terms used in
this Agreement and Exhibits. The Proposal and the RFP are attached hereto as Exhibits D and E,
respectively. Exhibits A through E,inclusive,are incorporated herein by this reference as though set forth in
full and made a part hereof.
City and Vendor(each,a"Party";collectively,the"Parties")agree as follows:
1.0 TERM
The Initial Term of this Agreement shall be for four years (48 months) and shall commence on July 1,
2015 ("Commencement Date") and shall continue in effect for four years (48 months) through and
including midnight on June 30, 2019 ("Expiration Date"), unless earlier terminated as provided herein.
The period from the Commencement Date to the Expiration Date is the "Initial Term." The City may, at
its option, extend by means of one or more amendments the Initial Term of this Agreement for
additional consecutive period(s) of time, with the total contract Initial Term and Extended Terms (as
defined in Section 1.2 below) not to exceed a total of six (6)years, or through and including midnight on
June 30,2021.
1.1 Renewal Proposal. No later than twelve (12) months prior to the expiration of the Initial
Term,Vendor shall provide the City with a comprehensive written proposal for renewing the
Agreement. Such document shall include, at a minimum, (i) the proposed length of an
extended agreement; (ii) any proposed modifications to the terms, conditions and pricing
set forth in this Agreement that will apply during the Extended Term; and (iii) revised Scope
of Work supporting the Services to be provided during the Extended Term.
1.2 Extended Term. At the City's request, the Parties shall meet within thirty (30) days of
Vendor's receipt of City's notice of the City's intention to renew this Agreement to negotiate
modifications to the terms and conditions of this Agreement. If such negotiations are not
requested or if the negotiations do not result in an agreement on different terms and
conditions by sixty (60) days prior to the expiration of the Initial Term, City may elect to
extend the term of this Agreement for up to two (2) additional consecutive terms, each of
which, will be twelve (12) months (each, an "Extended Term") and the then-existing terms
and conditions of this Agreement shall remain unchanged and in full force and effect during
each such Extended Term. The Initial Term and any Extended Term(s)shall be referred to as
the "Term." The City shall exercise its extension option(s), if at all, by providing Vendor
City o Rancho Palos Verdes—Information Technology Services Agreement 1775793 3
written notice of its intention to exercise an extension no later than thirty(30) days prior to
the expiration of the Initial Term or the then expiring Extended Term; provided, however,
that the City's notice of its intention to extend the term of this Agreement for each
extension shall be expressly conditioned upon and subject to the approval by the City
Council, in its sole and absolute discretion, of an amount sufficient to pay the compensation
set forth herein for each Extension as part of its annual budget approval process prior to the
beginning of each Extended Term. While the Parties acknowledge that the City is required
to give its notice of intention to extend the term of this Agreement not later than thirty(30)
days prior to the Expiration Date or then current Extension, it is possible that the City
Council's approval of its annual budget and appropriation of funds for the Extension in
question may occur thereafter. Accordingly, if the City Council fails to approve and
appropriate funds sufficient to pay the amount of compensation set forth herein for an
Extension, this Agreement shall terminate and be of no further force and effect as of the
expiration of the Initial Term or the then current Extension. Notwithstanding anything in
this provision to the contrary, in the event the City gives the Vendor written notice
exercising an Extension and the City receives notice that appropriation of funds for the
Extension in question are not available after the Vendor has performed services under an
Extended Term, the City agrees that the Vendor will be equitably compensated for all
services performed under any portion of an Extension through the date of termination of
the Agreement. Except as specifically set forth herein, the terms and conditions of each
Extension will be the same. Such notice shall include the length of the relevant Extended
Term.
2 FEES FOR SERVICES AND TERMS OF PAYMENT
2.1 Fees for Service. Beginning on the Effective Date and continuing thereafter throughout the
Term, City agrees to and shall pay to Vendor the amounts set forth in Exhibit B, Section 3.2
Pricing and Fees. Fees payable under this Agreement shall not exceed the following
amounts:
2.1.1 The amount of $50,100 (fifty-thousand one hundred dollars) for transition
services for the transition period extending from May 18, 2015 through June 30,
2015;
2.1.2 For each fiscal year of the Initial Term, the amount of $172,380 (one hundred
seventy-two thousand three hundred eighty dollars)for base contract services,
plus a 10% contingency for potential services outside the scope of the
Agreement, or a maximum of$189,618 (one hundred eighty-nine thousand six
hundred eighteen dollars) for each fiscal year of the Initial Term, or a total of
$758,472 (seven hundred fifty-eight thousand four hundred seventy-two
dollars)for the Initial Term;and
2.1.3 For each Extended Term, the amount of $172,380 (one hundred seventy-two
thousand three hundred eighty dollars) for base contract services, plus a 10%
contingency for potential services outside the scope of the Agreement, or a
maximum of$189,618(one hundred eighty-nine thousand six hundred eighteen
dollars)for each Extended Term.
2.2 Payment. Monthly fees shall be due and payable on the first day of each and every month
during the Term. Fractional months shall be prorated. Payment for Supplemental Services,
if any, shall be based upon deliverables as negotiated, invoiced monthly and due thirty (30)
days from the receipt and the approval by the City of an invoice therefor. Non-disputed
City o Rancho Palos Verdes—Information Technology Services Agreement 1775793 4
balances past due in excess of sixty(60)days from date of invoice shall bear overdue service
charges at one (1.00%) percent per month or the highest rate permitted by law, whichever
is less.
2.3 Service Levels and Liquidated Damages. Beginning ninety (90) days following the
Commencement Date and continuing thereafter through the Term, Vendor shall meet or
exceed each of the service levels set forth in Exhibit B—Service Level Agreements.
2.3.1 Vendor agrees to pay City, or have withheld, as liquidated damages, those
amounts set forth in Exhibit B hereto, for delay in performance of the Services
(subject to Section 45.7 hereof) or non-compliance with the specified service
levels (herein referred to as a "Service Level Failure") within the time and
metrics specified, in accordance with this Agreement.
2.3.2 Notwithstanding any provision to the contrary,the total monthly at risk amount
for any and all liquidated damages paid or to be paid by the Vendor pursuant to
this Agreement shall not exceed ten percent (10%) of the monthly invoiced
amount.
2.3.3 Vendor shall report all Service Level Failures (with reference to the Service Level
Agreements (each, an "SLA") set forth in Exhibit B hereto) on a monthly basis
within five (5) Business Days following the end of each month and, for each
Service Level Failure, Vendor shall either (i) demonstrate that the Service Level
Failure was due to an Excused Event, or (ii) provide the City with a corrective
action plan to ensure that the Service Level Failure will not continue. Likewise,
in the event that the City identifies a Service Level Failure,the City shall provide
written notice of such breach to Vendor, who then shall take the steps
described in the first sentence of this subsection 2.4.4.
2.3.4 Service level failures shall be excused under the following circumstances: (i)
when significant changes in scope occur that impact Vendor's ability to perform
in accordance with the service levels; (ii) when force majeure events occur; (iii)
when program processes are changed at the request of the City, and such
changes impact Vendor's ability to perform in accordance with the service
levels, and Vendor has provided written notification to the City within five (5)
Business Days of the program change; or(iv)when a failure is due to the acts or
omissions of the City or third parties outside of Vendor's reasonable control.
2.3.5 City IT Manager and Account Manager can negotiate minor modifications to the
SOW and SLAs without a formal amendment to the extent such minor
modifications do not impact Exhibit B Fees or unduly prejudice the rights of
either Party.
2.4 Supplemental Services. Any information technology services or other services, beyond the
Services specified in Exhibit A hereto ("Supplemental Services"), shall be performed by Vendor
only pursuant to a duly executed amendment hereto. In the absence of a duly executed
amendment, Vendor is not obligated to perform, nor is City obligated to compensate Vendor
for,any Supplemental Service(s) performed by or on behalf of Vendor.
2.5 Amendment by City Manager. The City Manager is hereby authorized to approve and execute
on behalf of City any subsequent amendments to this Agreement, in a form acceptable to the
City Attorney, which do not either individually or cumulatively in the aggregate exceed ten
City o Rancho Palos Verdes—Information Technology Services Agreement 1775793 5
percent(10%)of the annual Service Fee,as set forth in Exhibit C of this Agreement, in each fiscal
year during the Initial Term of this Agreement or any Extended Term.
2.6 Authorization to Procure. City may, in its sole discretion, procure through Vendor certain
hardware, commercial software and other similar data processing related purchases of the type
for which Vendor assumes operational responsibility under this Agreement (hereinafter
"Product(s)"). The Parties acknowledge and understand that City's right to procure Products
pursuant to this section is entirely discretionary and dependent upon the pricing and/or other
terms that Vendor may, as a value-added remarketer, secure on behalf of City. The following
terms and conditions shall apply with respect to all Product purchases made by Vendor pursuant
to this section:
2.6.1 Vendor shall provide a price quote for and, if accepted by the City, procure and
maintain all commercial off-the-shelf software ("COTS software") and hardware,
including annually recurring maintenance and licensing agreements, in its name
until the time of acceptance by City. Thereafter, the license agreements
pertaining to the COTS software and title to the hardware will automatically
transfer to the City.
2.6.2 All COTS software procured will be subject to the third-party vendor's standard
licensing agreement.
2.6.3 To the maximum extent allowable by the third-party hardware and software
vendors, Vendor shall pass-through to the City all manufacturers' warranties
offered by the third-party vendors. Vendor makes no other warranties
whatsoever,express or implied,with regard to the Products provided.
2.6.4 The Products sold hereunder are eligible for return for a period of fifteen (15)
days following delivery to the City. For COTS software returns, City must return
all tangible media as well as copies thereof to Vendor,destroy any and all copies
from any of City's Systems and certify the same in writing, and in such event,
City shall no longer have the right to use, access or possess copies of such
returned COTS software. For hardware returns, City must first obtain a return
authorization number from Vendor and return the hardware to the address
specified by Vendor. City will be responsible for all shipment costs. City
specifically agrees that Vendor's return policy terms and conditions supersede
and replace all other return policies that may be offered through the
manufacturers themselves.
2.6.5 City shall reimburse Vendor for procured Products, to be invoiced separately
from Service fees. Vendor will be eligible for a paid consultant fee which will be
negotiated by the Parties and set forth in writing on a project by project basis
prior and as a condition precedent to the City's acceptance of a price quote for
COTS software and/or hardware.
2.7 Order of Precedence. In the event of conflict between the terms of this Agreement and any
amendment, exhibit or other document incorporated therein,such conflict shall be resolved
by giving precedence to such documents in the following order:
2.7.1 Any duly executed amendment to this Agreement, with execution date to
control as between conflicting amendments such that the more recent
amendment shall govern all those prior.
City o Rancho Palos Verdes—Information Technology Services Agreement 1775793 6
2.7.2 This Agreement, upon its approval of the City Council and execution by all
Parties hereto.
2.7.3 Exhibit A to this Agreement(Scope of Work).
2.7.4 Exhibit B to this Agreement(Service Level Agreements).
2.7.5 Exhibit C to this Agreement (Definitions).
2.7.6 Exhibit D to this Agreement (Prosum Proposal (including Response dated
February 20, 2015, and Response to Clarification Document dated March 7,
2015).
2.7.7 Exhibit E to this Agreement(The City RFP dated January 14, 2015).
3 TERMINATION
3.1 Events of Termination. This Agreement may be terminated in accordance with the following
provisions:
3.1.1 Termination due to Bankruptcy or Insolvency. Either Party may terminate this
Agreement, to the extent permitted under applicable law, if the other Party
ceases to function as a going concern, becomes insolvent, makes an assignment
for the benefit of creditors, files a petition in bankruptcy, permits a petition in
bankruptcy to be filed against it(which is not dismissed within sixty(60) days)or
admits in writing its inability to pay its debts as they mature; or if a receiver is
appointed over a substantial part of its assets (which is not dismissed within
sixty(60)days).
3.1.2 Termination for Cause. Either party not in breach of this Agreement may
terminate this Agreement at any time upon written notice to the other Party, if
the other Party breaches this Agreement and such breach is not cured within
thirty (30) days following receipt by the other Party of a written notice to cure
by the non-breaching Party in accordance with Subsection 3.1.3 of this section.
Vendor may terminate this Agreement at any time due to the City's non-
payment of any Service Fees or charges and which non-payment continues for a
period of sixty (60) days from the date of invoice; provided, however,that if the
City has a bona fide dispute regarding a specific invoice,then such non-payment
shall not be grounds for a termination hereof if the City continues to pay non-
disputed amounts while submitting the dispute to the dispute resolution
procedures set forth in Section 33 hereof. City may terminate this Agreement at
any time, subject to Section 3.1.3, due to the failure of Prosum to meet an SLA
or perform Services as required herein. Notwithstanding the foregoing, either
Party may terminate this Agreement for any other material breach or
nonperformance by the other Party of any provision of this Agreement within
the team periods provided herein following notice and failure to cure as
described in Section 3.1.3.
3.1.3 Notice and Opportunity to Cure. Written notice of the breach must be given
and an opportunity to cure the breach within thirty(30) days will be provided. If
the remedy or cure requires more than thirty (30) days, the breaching Party
must have commenced and diligently initiated efforts to cure the breach and
thereafter continue and complete all reasonable and necessary steps sufficient
City o Rancho Palos Verdes—Information Technology Services Agreement 1775793 7
to produce compliance as soon as reasonably practical. Upon the termination
of this Agreement, the City shall pay Vendor for services satisfactorily provided
and all allowable reimbursements incurred to the date of termination in
compliance with this Agreement, unless termination by the City shall be for
cause, in which event the City may withhold any disputed compensation. This
Agreement shall not be terminated if such alleged breach is submitted to the
dispute resolution procedures set forth herein.
3.1.4 Termination for Convenience. Either party may upon one hundred eighty (180)
days written notice, terminate this Agreement, for convenience and without
cause at any time. In the event of any such termination for convenience of this
Agreement by customer, payment shall continue as scheduled throughout the
one hundred eighty (180) day termination period. Should Prosum terminate
this agreement for convenience, services will continue throughout the
termination period to include cooperation in transition related activities.
3.2 Non-Appropriation. The Parties acknowledge and agree that this Agreement is subject to
annual fiscal appropriations by the City's City Council. In the event that the City Council fails
to appropriate sufficient money for any year, the Parties agree to attempt to renegotiate
the terms of this Agreement to coincide with the levels of appropriation. If the Parties are
unable to renegotiate such terms, any Party may cancel this Agreement. Vendor shall be
entitled to compensation according to this Agreement to the date the cancellation becomes
effective. Termination for lack of appropriation shall not be deemed termination for cause.
3.3 Transition Plan and Services Associated with Termination. In the event of cessation of
Services during the Term of this Agreement, the transition of responsibility therefor to the
City or its designee shall proceed as follows:
3.3.1 Prior to expiration of the Term of this Agreement or earlier termination, City
may elect, at its option, to procure all or part of the Transition Services
described in Exhibit A. If the Transition Services are performed during the Term
of this Agreement, with existing resources and during regular business hours,
for the fees set forth in this Agreement and the Exhibits thereto, and such
Transition Services do not impact then existing Levels of Service, then those
services shall be performed at no additional cost to City.
3.3.2 Upon notice given by the City or Vendor, Vendor shall make available to the
City, under Supplemental Services described in Section 2.4, the personnel
necessary to carry out a mutually agreed-upon transition plan (herein referred
to as the "Transition Plan") to be executed within the remaining Term of the
Agreement. The topics to be included in the Transition Plan shall include, but
are not limited to,those outlined in Exhibit A.
3.3.3 Each Party will cooperate fully with the other and/or its designees, so that the
transition of Services rendered under this Agreement shall be timely and
efficient and implemented in a manner so as to least interfere with the orderly
conduct of the City's business and so as not to unduly interfere with Vendor's
other operations.
City o Rancho Palos Verdes—Information Technology Services Agreement 1775793 8
3.4 Personnel Training. Upon notice given by the City for any reason other than breach by the
City for non-payment by the City, City shall have the right to assign a reasonable number of
the City's employees to participate with the Vendor's personnel in the performance of their
remaining services. Vendor shall cause its personnel to acquaint and instruct the employees
of the City regarding the work, to facilitate a smooth transition according to the Transition
Plan,and to continuously operate all data processing functions.
4 CITY FACILITIES AND SUPPLIES
4.1 City Provision. City shall, at its sole cost and expense, furnish Vendor and its staff with
reasonable amounts of such office space, office furniture, and other facilities (including
utilities and telephone service), which are appropriate to meet the needs of Vendor and its
staff for the provision of Services pursuant to this Agreement and are similar in size, type
and specifications to those furnished by the City to or for its own employees. It is further
understood and agreed that for any upgrades in office furniture desired by Vendor or, in the
event a Vendor employee requires special furniture to accommodate a disability,the cost of
such special furniture (including the responsibility for making reasonable accommodations
for its employees under the Americans with Disabilities Act)will be borne by Vendor.
4.2 Return to City. Upon expiration or termination of this Agreement,or any extension or
renewals thereof,all office furniture, equipment, documents, records, books,tapes,disks
and files provided by the City or Vendor shall be returned to the City or Vendor in
substantially the same condition as received,ordinary wear and tear excepted. Neither the
City nor Vendor shall dispose of the other Party's property without the prior consent of the
other Party.
5 MULTI-VENDOR ENVIRONMENT
Vendor acknowledges that it will be delivering the Services in a multi-vendor environment. Effective
operation of such an environment requires not only the cooperation among all service providers,
including Vendor, but collaboration in addressing service-related issues that may cross over from one
service area or provider to another ("Cross Over Issues"). As part of the Services, Vendor will actively
provide and support tasks associated with operating and maintaining a collaborative approach to Cross
Over Issues in the same manner as it delivers its Services. Furthermore, as directed by the City,Vendor
shall coordinate, cooperate and work with (and affirmatively and proactively assist) other vendors to
accomplish City's technical,organizational and other objectives,as identified by the City.
6 CHANGE MANAGEMENT
Without first obtaining City's prior written approval or an Amendment to this Agreement, Vendor shall
make no change to the IT Environment which may: (i) increase City's total cost of receiving the Services;
(ii) require changes to City's facilities, systems, software, utilities, tools or equipment; (iii) require
Vendor or City to install a new version, release, upgrade of or replacement for, any City Licensed
Property or City Equipment or to modify any City Licensed Property or City Equipment or any Vendor
Equipment,Vendor Proprietary Software,Vendor Proprietary Tools, or Vendor Third Party Software that
is accessed or used by City Authorized Users in connection with the receipt of the Services; (iv) have an
adverse impact on the functionality, interoperability, performance, security, accuracy, speed,
City o Rancho Palos Verdes—Information Technology Services Agreement 1775793 9
responsiveness, quality or resource efficiency of the Services; (v) have an adverse impact on the cost,
either actual or planned,to City of terminating all or any part of the Services or exercising its right to in-
source all or any part of the Services or use Third Parties; (vi) have an adverse impact on the schedule
for and the delivery of services by City to its clients and customers;or(vii)violate or be inconsistent with
the City Rules and/or applicable laws. If Vendor provides Services to the City without obtaining the
necessary approval or amendment to this Agreement, such services and items shall be deemed to be a
gratuitous effort on the part of Vendor and Vendor shall have no claim whatsoever against the City for
such services and items.
7 LICENSES AND PERMITS
Vendor is responsible for obtaining all licenses, approvals, permits and authorizations required by
applicable federal, state or local laws or regulations, which Vendor is required to have in order to
perform the Services and, except as otherwise agreed to in writing by the parties or as otherwise
provided in this Agreement, has financial responsibility for all fees, costs and taxes associated with such
licenses, approvals, permits and authorizations. Vendor shall provide to City all such licenses, approvals,
permits and authorizations within three (3) Business Days after Vendor's receipt of City's request.
8 KNOWLEDGE TRANSFER AND BEST PRACTICES
Vendor shall implement the knowledge transfer process set forth in this Section 8 to ensure that
Vendor's personnel share the knowledge they have gained while performing the Services for the City
and the City Authorized Users. The knowledge transfer process shall be designed to efficiently pass
important knowledge, information and practices from Vendor and Vendor Personnel to City and City
Authorized Users. At a minimum, such knowledge transfer process will include Vendor meeting with
City and designated City Authorized Users at least once every twelve (12) months, or more frequently as
City may request, to (a) explain how the City IT Environment operates in connection with the provision
of the Services; (b)explain how the Services are provided;and (c)make proposals to City to provide such
training, documentation and other materials as City may require for City to understand and operate the
City IT Environment and understand and provide the Services after the expiration or termination of the
Agreement. The timing of such knowledge transfer is at the sole discretion of the City. As part of the
monthly performance reviews, Vendor shall report to the City IT Manager regarding Vendor-observed
opportunities for the introduction of best practices into City's processes. Beginning in the second year
of the Agreement, and annually thereafter, Vendor shall work with the City IT Manager to develop and
present a yearly forum/briefing to City (1) on Vendor's recommended best practice improvements to
targeted City processes, (2) on how the use of such best practices is intended to align City's technology
investments with its objectives, and (3) on how to optimize City's return on its technology
investments/Services. Vendor shall provide the Services using the appropriately skilled Vendor
personnel and without regard to the unit, line of business or division within Vendor to which such
Vendor personnel are assigned at no additional cost.
9 TECHNOLOGY AND PROCESS EVOLUTION
As part of the Services, Vendor acknowledges and agrees that: (a) the current information technology
and business processes utilized by Vendor in the performance of the Services shall continue to evolve
and change over time; and (b) it shall continuously undertake, deploy, implement and support Process
and Technology and Business Process Evolution throughout the Term.
City o Rancho Palos Verdes—Information Technology Services Agreement 1775793 10
9.1 Leading Standards. Throughout the Term,Vendor shall remain consistent with the practices
generally followed by other providers of services similar to the Services and with the
objectives and needs of City. Vendor shall provide the Services using current information
technology resources and processes that are designed to allow City to take advantage of
advances in the industry. Without limiting the generality of the foregoing, all Vendor
Equipment and Vendor Third Party Software used to provide the Services will be kept at
levels supportable by the respective manufacturers, and such Vendor Equipment will be
upgraded or replaced as required to meet the Service Level Agreements and manufacturer-
recommended requirements.
9.2 Monitoring Trends. As part of the Services and with respect to the Services, Vendor shall
use reasonable efforts to proactively and periodically monitor and analyze all Enhanced
Technology. Vendor shall meet, semi-annually, with the City IT Manager to formally brief
City regarding such new processes, technologies, strategies and trends. Such briefing shall
include Vendor's assessment of the business impact, performance improvements and cost
savings associated with such processes,technologies, strategies and trends. If requested by
City, Vendor shall develop and present to City proposals for: (a) implementing such new
processes, strategies and trends as part of the Technology and Business Process Evolution;
or (b) changing the direction of City's then-current information technology strategy,
processes and procedures.
9.3 New Advances. In addition to the rights, responsibilities and obligations generally set forth
in this Section 9, if Vendor or its Affiliates develop New Advances,Vendor shall offer City the
opportunity to implement such New Advances.
9.4 End-User Survey. The City shall administer, and Vendor shall support, annual end-user
satisfaction surveys. The City at its sole discretion will determine survey participants and
the content and form of each survey. Vendor shall offer, at no additional cost, analysis of
survey results as requested by the City. At the City's request,vendor will provide responses
to end-user survey issues or comments within 30 days on notification.
10 CITY AND VENDOR SYSTEMS
10.1 Ownership and Use
10.1.1 City Systems. All City Systems supported by Vendor as part of this Agreement,
including, but not limited to, all enhancements, modifications, customizations,
and associated materials and documentation, are and shall at all times remain
the exclusive property of City. City hereby grants Vendor a non-exclusive, non-
transferable license to use, store, transmit and/or display the City Systems, but
solely for the benefit of the City's computing operations. The license shall
remain in effect during the Term of the Agreement only, including any
extensions thereof. Unless otherwise authorized by the City, Vendor is
prohibited from causing or permitting the reverse engineering, disassembly or
de-compilation of City-owned or licensed software. Unless otherwise
authorized by the City, Vendor is also prohibited from modifying, improving or
otherwise enhancing the City Systems. Vendor will not allow any City-owned or
City o Rancho Palos Verdes—Information Technology Services Agreement 1775793 11
licensed software, in whole or in part, to be exported outside of the United
States of America. Upon expiration or termination of the Agreement for any
reason, Vendor shall immediately return all City Systems to City and will cease
utilizing the same.
10.1.2 Vendor Systems. All Vendor Systems provided or otherwise utilized by Vendor in
connection with this Agreement, including, but not limited to, all enhancements,
modifications,customizations,and associated materials and documentation, are
and shall at all times remain the exclusive property of Vendor. Vendor hereby
grants City a non-exclusive, non-transferable license to use, store, transmit
and/or display the Vendor Systems for City's own, internal computing
operations. The license shall remain in effect during the Term of the Agreement
only, including any extensions thereof. City shall have the right to use any
Vendor-owned or licensed software provided pursuant to this sub-Section in
object code form only. City is prohibited from causing or permitting the reverse
engineering, disassembly or de-compilation of any such Vendor-owned or
licensed software. City is also prohibited from modifying, improving or
otherwise enhancing the Vendor Systems. City will not allow any Vendor-
owned or licensed software, in whole or in part, to be exported outside of the
United States of America. Upon expiration or termination of the Agreement for
any reason, City shall immediately return all Vendor Systems to Vendor and will
cease utilizing the same.
10.1.3 Developed Materials. In the event Vendor should develop software for the City,
and for which it is fully paid by the City (herein referred to as the "City
Proprietary Software"), Vendor recognizes that said software will become the
exclusive property of the City upon delivery thereof to City and that the City
reserves the right to use, market, license,or sell it to others.
10.2 Copies. Vendor and City agree that, with respect to the other's proprietary software,
neither Party shall:
10.2.1 Copy or duplicate, except for reasonable back-up purposes, or knowingly permit
anyone else to copy or duplicate, any physical or electronic version.
10.2.2 Create or attempt to create, or permit others to create or attempt to create, by
reverse engineering or otherwise,the source programs or any part thereof from
the object program or from other information made available under this
Agreement. Each Party may copy for its own use at its own expense operator
manuals, training materials, and other terminal-user oriented materials, but
shall advise the other of the number of copies made and their distribution.
10.3 Notification. Each Party shall inform the other in writing of any modifications to any
software made by or through the other Party. Vendor shall not be responsible for
maintaining portions of any software modified by the City without the consent of Vendor.
10.4 Third Party Software. The City represents that the City Systems include software from
third party vendors,which software is property owned by or property subject to licensing or
similar agreements between the City and such vendors and may include the rights of the
City for maintenance, upgrades and enhancements. City grants Vendor the right to access
and use City's third party software in order to fulfill Vendor's obligations under this
City o Rancho Palos Verdes—Information Technology Services Agreement 1775793 12
Agreement. Vendor shall sign all third-party non-disclosure agreements as reasonably
required to facilitate Vendor's provision of the Services hereunder.
11 CONFIDENTIALITY
11.1. Confidential Information. In connection with this Agreement, each Party may disclose
("Disclosing Party") to the other Party ("Receiving Party") certain Confidential Information.
Confidential Information means Trade Secrets and any other information that derives
economic value, actual or potential, from not being generally known to, and not being
readily ascertainable by proper means by, other persons who can obtain economic value
from its disclosure or use; and is the subject of efforts that are reasonable under the
circumstances to maintain its secrecy. "Trade Secrets "means information deemed a trade
secret under applicable federal or state law.
11.1.1 City Confidential Information. As a public entity, the City has some information
that is considered "Public Information," which is released to the general public
on a website or in public meetings, or is otherwise available to the public
pursuant to the provisions of the Public Records Act, and other information that
is considered "City Confidential Information". As a technical services provider,
Vendor has potential access to personnel records,financial records,tax records,
security data and information, law enforcement information, personal
information, attorney-client privileged communications and documents and
draft and proprietary City information, and other information, data, and
documents of any kind regarding municipal or governmental operations,
systems and programs of the City. For the purposes of this Agreement, "City
Confidential Information" is considered any information that is not Public
Information. Information that has not already been released by the City to the
public should be treated by Vendor as"City Confidential Information".
11.2 Subject to Section 11.2.5, below,the Parties agree that:
11.2.1 Neither Party shall disclose any Confidential Information of the other Party to
any third party without obtaining prior written consent of the other Party.
11.2.2 Each Party shall limit dissemination of the other Party's Confidential Information
only to those employees, contractors and agents who require access thereto to
perform their functions under this Agreement.
11.2.3 Each Party agrees to return the Confidential Information to the disclosing Party
upon receipt of written request therefor.
11.2.4 Each Party agrees that the standard of care to be applied in the performance of
the obligations set forth above shall be the standard of care applied by the
receiving Party in treating its own Confidential Information, but at least
reasonable care to prevent unauthorized copying, use, publication or disclosure.
11.2.5 The term of the provisions of this Section shall survive termination of the
Agreement or any determination that this Agreement or any portion hereof or
Exhibit hereto is void or voidable.
11.3 Exceptions to Confidentiality. The obligation of confidentiality set forth in Section 11.1
shall not apply to any data or information that the receiving Party proves:
City o Rancho Palos Verdes—Information Technology Services Agreement 1775793 13
11.3.1 Was already rightfully in the possession of the receiving Party or any of its
related companies prior to disclosure.
11.3.2 Was independently developed by employees having no access to Confidential
Information.
11.3.3 Was publicly disclosed by a person other than the receiving Party or its
employees or agents without restrictions.
11.3.4 Was rightfully received from a third party without restrictions on disclosure or
use.
11.3.5 Was approved for unrestricted release or unrestricted disclosure by the
disclosing Party.
11.3.6 Was available by inspection of products or services marketed without
restrictions, offered for sale or leased in the ordinary course of business by
either Party hereto or others.
11.3.7 Was required to be produced or disclosed pursuant to applicable laws,
regulations or court order, provided the receiving Party has given the disclosing
Party the opportunity to defend, limit or protect such production or disclosure.
11.3.8 The obligation of confidentiality shall not apply to City to the extent that
disclosure is necessary in connection with compliance with any law, court order
or formal governmental directive. If disclosure is required (despite Vendor's
request for confidentiality),the City shall not in any way be liable or responsible
for the disclosure of any such Confidential Information or part thereof.
12 REPORTS
In order to monitor the status, performance and quality of the Services provided to City, Vendor shall
provide City with various written reports in accordance with the reporting requirements and frequency
(i.e., monthly, quarterly, annually, etc.) set forth in Exhibit A and Exhibit B hereto. Such reports may be
amended from time to time by City. As of the Commencement Date, the reports listed in the Scope of
Work (Exhibit A hereto) reflect the reports required by the terms of this Agreement. No later than
ninety (90) days following the Commencement Date, the Parties shall identify such additional or more
specific reports as may be required by City. Unless stated otherwise in the Scope of Work or as directed
by City, the reports shall be delivered in City's standard electronic format to the City IT Manager with a
formal transmittal letter executed by the Account Manager. If no time period is designated by City,after
the reports have been defined and approved by City, reports are due five (5) Business Days from the end
of the reporting period or issue occurring. Vendor will provide reports via an intranet based repository.
13 SME REVIEWS
Vendor will provide, at no additional cost to City, quarterly program management reviews involving
executive leadership and subject matter experts ("SMEs") to discuss and review implementation of the
following guiding principles and performance status under the Agreement, and to present new ideas
and potential innovations consistent with the City's strategic planning efforts related to the continuous
improvement and optimization of Services delivery. Topics covered will include:
13.1 Improving and Maintaining Technology. Vendor will recommend, and, if approved by
City, implement new technologies to deliver services to City in order to maintain
competitiveness in the quality and scope of services available to City and to take advantage
of market cost efficiencies.
City o Rancho Palos Verdes—Information Technology Services Agreement 1775793 14
13.2 Improving Business Processes. Vendor will bring best practices from Vendor that could
allow the City to improve its business processes, including improving the efficiencies of
delivering services to its own customers.
13.3 Technology Advancements. Vendor will provide an innovative approach to
communicating with City staff and leaders(i.e.,SharePoint) regarding the emergence of new
technologies or advancements through semi-annual meetings (e.g., brown bag lunches) at
the City. Vendor will provide briefings on emerging trends and technologies,and proactively
present innovative ideas to the City. Vendor will submit, at a minimum,two new unsolicited
proposals per Contract Year to improve IT efficiency, streamline operations, and/or reduce
costs to the City.
14 ENHANCEMENT OF IT CAPABILITIES AND EFFECTIVENESS
Services will be provided in a manner that enhances the City's ability to deliver high-quality, cost-
effective services both internally within the City and externally to its customers. Vendor commits to
providing cross training and resource sharing from other Vendor accounts to the extent possible and
where appropriate,to better enhance IT capabilities and effectiveness.
15 [RESERVED]
16 SERVICE LEVEL PERFORMANCE STANDARDS
All Services provided shall comply with the Service Level Agreements as identified in Exhibit B and
other requirements of this Agreement. Beginning on the Commencement Date, Vendor shall
perform the Scope of Work in accordance with Service Level Agreements. Vendor shall not be
responsible for Service Level Agreements for the initial sixty (60) days of this Agreement to provide
time to learn the environment and establish support procedures. Beginning on the October 1, 2015
and each month thereafter,Vendor will report on Service Level Agreements as outline in Exhibit B of
this Agreement. Vendor shall collect all data and maintain all records and documentation required
by this Agreement and the Scope of Work. Vendor shall provide performance reports to City in
accordance with the Service Level Agreements.
16.1 Root Cause Analysis. Promptly, but in no event later than five (5) Business Days after
Vendor's discovery of, or if earlier,Vendor's receipt of a notice or corrective action request
from City regarding Vendor's failure to provide any of the Services in accordance with the
Service Level Agreements (each, an "SLA Failure"), Vendor shall, as applicable under the
circumstances (i) perform a Root Cause Analysis to identify the cause of such SLA Failure; (ii)
provide City with a written report detailing the cause of, and procedure and timing for
correcting, such SLA Failure; and (iii) provide City with satisfactory evidence that such SLA
Failure will not recur.
16.2 Corrective Action and Resolution. The correction of any such SLA Failures shall be
performed in accordance with the time frames set forth in the Service Level Agreements
and entirely at Vendor's expense unless it has been determined, by mutual agreement of
City o Rancho Palos Verdes—Information Technology Services Agreement 1775793 15
the Parties,that there were contributing causes of the SLA Failure. For purposes hereof, it is
possible that the preexisting condition of City's properties, systems, processes and
methodologies could be deemed a contributing cause of any failures. The foregoing does
not limit other remedies available to City under this Agreement for such SLA Failures.
17 SHARED INFRASTRUCTURE
Prior to migrating or relocating any of the Services to a Vendor Shared Service Location, Vendor shall
provide to City, for City's approval, a proposal for the migration or relocation of such Services, including
benefits, savings or risks to City during the Term and upon the expiration or termination of this
Agreement. City agrees to evaluate such migration or relocation proposals in good faith, acknowledging
the potential that such relocation, while achieved at no additional cost or savings to City, may enable
Vendor to optimize its financial and delivery commitments under this Agreement. Vendor agrees that
none of the Vendor Service Locations or Vendor Shared Service Locations will be located outside of the
United States.
18 STRATEGIC CONTROL
City shall retain strategic control of all aspects of the services, products and processes used in
City operations, including decisions concerning the Services, City IT Environment, architecture
and technical standards. In connection with implementing such strategic control, City shall: (i)
establish processes and designate decision-makers to exercise strategic control over the
Services and (ii) establish procedures to consult with Vendor and other vendors when and to
the extent City determines it to be appropriate. As part of the Services, Vendor shall provide
business intelligence, analysis and support to City in connection with strategy development,
assessment and implementation. All final decisions on matters relating to strategic control over
the Services shall be made by City.
19 MONITORING AND IMPROVEMENT
Vendor shall perform the Services leveraging the Information Technology Infrastructure Library (ITIL)
standards and best practices. By leveraging the ITIL framework and methodology,Vendor will provide a
structured approach to continuous monitoring and improvement of the City's IT environment.
20 VENDOR PERSONNEL
20.1 At all times during the term of this Agreement, Vendor and its employees shall be
independent contractors and not employees of the City. Vendor shall be solely responsible
for, and shall indemnify, defend and save City harmless from all matters relating to the
payment of Vendor's subcontractors, agents and employees, including compliance with
social security, withholding and all other wages, salaries, benefits, taxes, exactions, and
regulations of any nature whatsoever. Vendor acknowledges that Vendor and any
subcontractors, agents or employees employed by Vendor shall not, under any
circumstances, be considered employees of the City, and that they shall not be entitled to
any of the benefits or rights afforded employees of the City, including, but not limited to,
wages, salary, sick leave, vacation leave, any other leave, holiday pay, California Public
Employees Retirement System benefits, other retirement benefits, or health, life, dental,
long-term disability or workers'compensation insurance benefits.
City o Rancho Palos Verdes—Information Technology Services Agreement 1775793 16
20.2 Selection of Personnel. The City shall be provided the opportunity to participate in the
Vendor's selection of any personnel providing Services under this Agreement. Vendor shall
consider all reasonable City requests in the selection process to the extent such requests do
not cause Vendor to contravene any applicable legal requirements and do not impair the
independent contractor status of Vendor and its employees. The Vendor hereby agrees to
and shall deliver to the City's Human Resources Manager(or his authorized representative)
before the commencement of Services under this Agreement for each and every Vendor
Personnel assigned to perform Services under this Agreement and, thereafter, during the
term of this Agreement for each and every prospective employee hired (or to be hired) to
perform Services under this Agreement a color photocopy of(1) a social security card, (2) a
current and active California Driver's License and/or current identification card issued by the
California Department of Motor Vehicles,and (3) if applicable, an employment authorization
card issued by the U.S. Department of Homeland Security. To the extent permitted by law,
the City shall conduct a background check on each and every Vendor Personnel assigned to
perform Services under this Agreement and, thereafter, during the Term of this Agreement
for each and every prospective employee hired or to be hired by Vendor to perform Services
under this Agreement.
No Vendor Personnel or prospective employee of the Vendor shall perform or commence to
perform any Services to the City under this Agreement unless and until the City's Human
Resources Manager (or his authorized representative) has conducted and completed to his
satisfaction a background check. The background check and determination of eligibility for
employment by Vendor will be similar to that used for non-sworn Public Safety City
employees and will consist of, among other things, verification of the social security card,
the taking of fingerprints by the California Department of Justice, a check of judicial court
records, and a Megan's Law check through the Sex Offender Tracking Program at the
California Department of Justice. For Vendor Personnel or prospective employees to be
hired to perform Services at or in connection with the Police or Fire Departments and their
records or computer systems,the City may conduct additional background investigations.
The Vendor agrees to cooperate with the City and, in particular,the City's Human Resources
Manager (or his authorized representative) in the background check process and to use its
best efforts to have Vendor Personnel and its prospective employees cooperate with the
City in that process. Unless otherwise authorized by the City Manager, Vendor shall not
assign Vendor Personnel to the City's account or employ persons to perform any Services to
the City under this Agreement if such employees fail to meet the same employment
eligibility criteria utilized by the City in connection with the City's determination whether to
employ persons for non-sworn Public Safety positions.
All persons employed by the Vendor to perform Services (or any portion thereof) under this
Agreement must be eligible to work in the United States. The Vendor shall obtain and
maintain on file: (1) records sufficient to establish that it has complied with the electronic
verification of work authorization program of the Illegal Immigration Reform and
Immigration Responsibility Act of 1996, as amended, and operated jointly by the United
States Department of Homeland Security and the United States Social Security
Administration, or a successor electronic verification of work authorization program
designated by the United States Department of Homeland Security or other federal agency
City o Rancho Palos Verdes—Information Technology Services Agreement 1775793 17
authorized to verify the work authorization status of each and every Vendor Personnel
assigned to perform Services under this Agreement and, thereafter, during the term of the
Agreement for each and employees pursuant to the Immigration Reform and Control Act of
1986, Pub. L. No. 99-603; and (2) fully-completed and executed U.S. Citizenship and
Immigration Services, Department of Homeland Security Form 1-9, Employment Eligibility
Verification. The Vendor shall retain such records for the duration of such employee's
employment. The records maintained shall be immediately made available to the City for
inspection and audit upon written notice to the Vendor by the City Manager or the City's
Director of Human Resources.
20.3 Designation of Vendor Key Personnel. As of the Commencement Date and from time to
time as City and Vendor may agree during the Term, but no less frequently than annually,
shall designate and advise the City of the Vendor's Key Personnel to be assigned to perform
Services under this Agreement. The initial Vendor Key Personnel shall include the Account
Manager, Project Manager, System/Network Administrator. For each of the Vendor Key
Personnel, Vendor shall only replace such individual when required or permitted pursuant
to this Section 20.3 or Section 24 (Supervision and Conduct of Vendor Personnel). Vendor's
appointment of any Vendor Key Personnel shall be subject to City's written consent. All
Vendor Key Personnel shall be assigned to perform the Services on such basis (e.g.,full time
assignment or otherwise) as needed to ensure that the Services contemplated hereunder
are provided in an efficient and timely manner and in accordance with this Agreement.
Without City's prior written consent,Vendor shall not: (i) undertake any action with respect
to any Vendor Key Personnel that would result in the alteration or reduction of time
expended by such Vendor Key Personnel in performance of Vendor's duties under this
Agreement; or (ii) transfer, reassign or otherwise redeploy any Vendor Key Personnel from
performance of Vendor's duties under this Agreement (except for an Approved
Reassignment, as defined in Section 20.6 below). The foregoing does not prohibit or restrict
Vendor Key Personnel from participating in general corporate duties applicable to other
similarly situated employees nor does the foregoing prohibit or restrict Vendor Key
Personnel from exercising employee benefits in accordance with Vendor guidelines/polices
(e.g.,taking vacation in accordance with Vendor guidelines/policies).
20.4 Account Manager. Management oversight of the Vendor Personnel and Services shall
be performed by the Account Manager. Vendor's Account Manager shall work closely with
City staff to ensure that all Services are met in a timely and professional manner. Through
detailed analysis of overall operations and agreement with the goals and priorities of the
City, the Account Manager shall provide comprehensive monthly Service Level Agreement
performance reports and project status reports outlining any issues or concerns which may
impact their successful completion. Additionally,the Account Manager shall be responsible
for reviewing the IT Strategic Plan for future enhancements and the implementation of new
technologies that are in alignment with the established IT Strategic Plan. The Account
Manager shall also participate in IT Steering Committee meetings, represent Vendor at City
management and City Council meetings as determined necessary by the City IT Manager,
supervise the activities of Vendor Personnel and subcontractors, act as liaison to
telecommunications, cable, and other service providers and software vendors, and lead
negotiations when necessary.
City o Rancho Palos Verdes—Information Technology Services Agreement 1775793 18
20.5 Account Manager's Incentive. Vendor agrees that,to avoid any perception of conflict of
interest, the Vendor Account Manager will not receive any commissions based on the sale,
lease or licensing of any software, hardware or services by Vendor,any Subcontractor or any
of their Affiliates,to City.
20.6 Reassignment and Replacement. Vendor shall not reassign or replace any Key Personnel
(excluding the Account Manager) during the first year of his or her assignment unless: (1)
City consents in writing to such reassignment or replacement; or (2) the individual (a)
voluntarily resigns from Vendor, (b) is dismissed by Vendor for(i) cause or misconduct(e.g.,
fraud, drug abuse, theft) or (ii) unsatisfactory performance in respect of his or her duties
and responsibilities to City or Vendor, (c) is removed from the Vendor Personnel pursuant to
Section 24 (Supervision and Conduct of Vendor Personnel), (d) is unable to work due to his
or her death or disability, or (e) takes a leave of absence from Vendor for illness or under
the Family and Medical Leave Act (subparts (1) and (2) are collectively referred to as
"Approved Reassignments"). Except for a replacement or reassignment of the Vendor Key
Personnel due to the occurrence of an Approved Reassignment,Vendor shall not reassign or
replace any Vendor Key Employee, if such reassignment or replacement would materially
disrupt City's operations, until the completion of any projects to which the Vendor Key
Employee is assigned. No Approved Reassignment of a Vendor Key Employee shall occur
without at least thirty (30) days prior written notice to City. If within one year from the
Commencement Date, any Vendor Key Employee becomes incapacitated, disabled, takes a
leave of absence, voluntarily terminates his/her employment with Vendor, is terminated or
removed for cause by Vendor, or is transferred, reassigned or redeployed with the consent
of City, within forty-eight (48) hours after the expiration of the thirty-day period referred to
above (unless additional time is granted by City), Vendor shall replace such person with
another person approved by City in accordance with Section 21.2
(Reassignment/Replacement of Vendor Personnel) below. Vendor shall not reassign or
replace, of Vendor's own volition, Account Manager in the first twenty-four (24) months of
his/her assignment; provided, however, that nothing herein shall limit or restrict the
Account Manager from resigning his/her employment with Vendor.
20.7 Succession Plans and Cross Staffing Required. Vendor shall maintain active succession
plans for Vendor positions, including plans to effectively transfer knowledge from Vendor
Personnel in the event that it becomes necessary to replace such Vendor Key Personnel.
Upon termination or resignation of any Vendor Key Personnel, Vendor shall promptly
provide written notice to City of such termination or resignation and identify potential
suitable replacements in writing.
20.8 Remote Services. Vendor shall obtain the written consent of City prior to the use of any
remote (i.e.,off-site) resources to perform Services under this Agreement.
21 REMOVAL AND REPLACEMENT OF VENDOR PERSONNEL
21.1 Removal of Vendor Personnel by City. Notwithstanding anything contained herein to
the contrary, if City believes that the performance or conduct of any Vendor Personnel
employed or retained by Vendor to perform Vendor's obligations under this Agreement
(including Vendor Key Employee) is unsatisfactory or is not in compliance with the
provisions of this Agreement, City shall so notify Vendor in writing and Vendor shall, at
City o Rancho Palos Verdes—Information Technology Services Agreement 1775793 19
Vendor's cost, either promptly address the performance or conduct of such Vendor
Personnel, or, at City's request, and to the extent permitted by law, immediately replace
such Vendor Personnel with another Vendor Personnel acceptable to City and with
sufficient knowledge and expertise to perform the Services in accordance with this
Agreement.
21.2 Reassignment/Replacement of Vendor Personnel. If: (1)Vendor is obligated to replace
any Vendor Personnel as provided in Section 21.1 above (Removal of Vendor Personnel by
City) above; or (2) Vendor wants to replace or reassign any of the Vendor Key Personnel,
and either City consents to such replacement or reassignment, or City's consent to such
replacement or reassignment is not required as provided in Section 20.3 (Designation of
Vendor Key Personnel) above, then: (3) the terms of Section 21.1 (Removal of Vendor
Personnel by City) above with respect to City's right to select replacement personnel for any
Vendor Key Personnel shall apply; (4) the proposed replacement personnel shall be
"qualified," meaning that the proposed replacement personnel shall possess comparable
experience and training as the Vendor Personnel to be replaced; and (5) as Vendor deems
warranted, the replacement Vendor Personnel shall work with the replaced Vendor
personnel during a mutually agreed transition period, and all costs and expenses associated
with educating and training the replacement personnel shall be borne by Vendor. The City's
rights under this Section 21 shall not be exercised in an arbitrary or capricious manner, or
with the intent of forcing a termination of this Agreement.
22 MINIMUM ON-SITE STAFFING LEVELS
Beginning on the Commencement Date, Vendor will provide the on-site personnel in order to meet SLA
standards and as outlined in Vendor's Exhibit A — Scope of Work. After one (1) year and each
anniversary following the Commencement Date of this Agreement, Vendor may propose to the City an
alternative staffing model for provision of the Services at no additional cost or potentially at reduced
cost. City agrees to evaluate such alternate staffing proposals in good faith,acknowledging the potential
that such proposal, may enable Vendor to optimize its financial and delivery commitments under this
Agreement. Vendor agrees that none of the Vendor Personnel or Vendor Shared Services Locations will
be located outside of the United States.
23 MINIMUM PROFICIENCY LEVELS AND TRAINING FOR VENDOR PERSONNEL
Vendor agrees that all Vendor Personnel assigned to perform Services under this Agreement must have
experience in the areas for which they are responsible under this Agreement and will receive no less
than forty (40) hours of professional training by Vendor in each and every year of the Term of this
Agreement. All costs and expenses associated with providing, equipping, training and retaining Vendor
Personnel and other staff is included within the Fees payable by the City for the Services rendered by
Vendor under this Agreement. In the event that, as a result of the actions or inaction of any member of
the Vendor Personnel (including Subcontractors), additional work is required to perform the Services
under this Agreement, Vendor shall perform all such work at no additional charge to City. City shall not
be required to pay for Services provided by any Vendor Personnel who does not possess the
represented levels of experience and expertise. In the event that, as a result of the actions or inaction
of any member of the Vendor Personnel (including Subcontractors), additional work is required to
City o Rancho Palos Verdes—Information Technology Services Agreement 1775793 20
perform the Services under this Agreement, Vendor shall perform all such work at no additional charge
to City.
24 SUPERVISION AND CONDUCT OF VENDOR PERSONNEL
24.1 Vendor shall be responsible for the management, supervision and conduct of the
Services performed by all Vendor Personnel assigned to provide Services under this
Agreement, and shall direct and control the management of such Vendor Personnel. For
Vendor Personnel, Vendor shall, at its own sole cost and expense: (a) determine and pay all
applicable wages, salaries, benefits, taxes, exactions, including applicable sick leave,
vacation leave, holiday pay, overtime and other premium pay; (b) provide welfare and
retirement benefits, as it deems necessary or desirable; (c) comply with applicable tax laws
and regulations, including income tax, social security and employment tax withholding laws
and regulations; (d) comply with all applicable laws governing the employment relationship
between Vendor and its Personnel, including laws, as applicable, relating to accommodation
of disabilities, equal pay, provision of leave (e.g., FMLA, jury duty, etc.), unlawful
discrimination, as well as wage and hour requirements; (e) comply with all workers'
compensation insurance coverage laws; (f) file all applicable reports with federal, state and
local agencies and authorities as required by applicable Laws; and (g) maintain all required
employment records, including the records specified in Section 20.2, above, personnel and
medical files consistent with applicable Laws and customary business practices.
25 INSURANCE.
Vendor shall procure and maintain for the duration of this Agreement insurance against claims for
injuries to persons or damages to property which may arise from or in connection with the
performance of the Services hereunder and the results of those Services by the Vendor, its agents,
representatives, employees or subcontractors. Coverage shall be at least as broad as:
25.1 Workers' compensation insurance as required by law for the protection of its Personnel
during the progress of the work. Vendor understands it is an independent contractor and
not entitled to any worker's compensation benefits under any City program.
25.2 Comprehensive general liability insurance or commercial general liability insurance
written on an occurrence basis, providing for a combined single limit of$1 million for bodily
injury, death and property damage. If a general aggregate limit is used, either the general
aggregate limit shall apply separately to this Agreement or the general aggregate limit shall
be twice the required occurrence limit.
25.3 Business automotive liability insurance covering all owned, non-owned and hired
automobiles providing for a combined single limit of$1 million for bodily injury, death and
property damage. If Vendor owns no vehicles, this requirement may be satisfied by a non-
owned auto endorsement to the general liability policy described in Section 25.2. If the
Vendor or Vendor's employees will use personal automobiles in any way in performing
Services, Vendor shall provide evidence of personal automobile liability coverage for each
such person.
City o Rancho Palos Verdes—Information Technology Services Agreement 1775793 21
25.4 Each policy of general liability and automotive liability shall provide that the City, its
officers, agents and employees are declared to be additional insureds under the terms of
such policies, but only with respect to the Services performed by Vendor under this
Agreement. A policy endorsement to that effect shall be provided to the City along with the
certificate of insurance, which endorsement shall be on a form acceptable to the City's Risk
Manager. In lieu of an endorsement, the City will accept a copy of the policy(ies) which
evidences that the City its officers, agents and employees are additional insureds as a
contracting party.
25.5 Vendor shall maintain during the life of this Agreement professional liability insurance
covering errors and omissions arising out of Vendor's performance of this Agreement in the
amount of $1,000,000 per claims basis made. Vendor agrees to keep such policy in force
and effect for at least two (2)years from the date of completion of this Agreement or shall
provide a two (2) year extended reporting period from the date of completion of this
Agreement.
25.6 The insurance policies maintained by Vendor shall be primary insurance and no
insurance held or owned by City shall be called upon to cover any loss under the policy.
Vendor will determine its own needs in procurement of insurance to cover liabilities other
than as stated above.
25.7 Before Vendor performs any work or prepares or delivers any materials, Vendor shall
furnish certificates of insurance and endorsements, as required by the City, evidencing the
aforementioned commercial general liability and automotive liability insurance coverages,
which shall provide that the insurance in force will not be canceled or allowed to lapse
without at least ten (10) Business Days prior written notice to City.
25.8 Except for professional liability insurance coverage that may be required by this
Agreement, all insurance maintained by Vendor shall be issued by companies admitted to
conduct the pertinent line of insurance business in the State of California and having a rating
of Grade A-or better and Class VII or better by the latest edition of Best's Key Rating Guide.
In the case of professional liability insurance coverage, such coverage shall be issued by
companies either licensed or admitted to conduct business in the State of California so long
as such insurer possesses the aforementioned Best's rating.
25.9 Vendor shall immediately notify the City if any required insurance lapses or is otherwise
modified and shall require renewal or replacement certificates of insurance showing
required insurance is currently maintained. Alternatively,the City may procure insurance or
self insure the risk and charge Vendor for such costs and any and all damages resulting there
from, by way of set-off from any sums owed Vendor.
25.10 Vendor agrees that in the event of loss due to any of the perils for which it has agreed to
provide insurance, Vendor shall look solely to its insurance for recovery. Vendor hereby
grants to the City,on behalf of any insurer providing insurance to the Vendor with respect to
the services of Vendor herein a waiver of any right to subrogation which any such insurer of
said Vendor may acquire against the City by virtue of the payment of any loss under such
insurance.
26 COMPLIANCE WITH CITY RULES
City o Rancho Palos Verdes—Information Technology Services Agreement 1775793 22
In performing the Services and while on any City facility or property, Vendor Personnel shall: (a)
conduct themselves in a businesslike manner; and (b) comply with the City Personnel Manual and
Administrative Manual ("City Rules"). City Rules, and additions or modifications thereto, may be
communicated orally or in writing to Vendor or Vendor Personnel or may be made available to Vendor
or Vendor Personnel by conspicuous posting at a City Site, electronic posting or other means generally
used by City to disseminate such information to its Personnel or contractors. Vendor shall be
responsible for the promulgation and distribution of City Rules to Vendor Personnel to the extent
necessary and appropriate. Notwithstanding the foregoing, nothing in this Section 26, or any other
provision of this Agreement,shall provide or grant to Vendor or any of its officers, directors, employees,
agents,subcontractors,or independent contractors,any rights under the City Rules.
27 TURNOVER RATE AND DATA FOR VENDOR ON-SITE PERSONNEL
To ensure consistency of Services delivery and minimize Vendor Personnel learning curves,Vendor shall
make reasonable efforts to minimize the turnover in Vendor Personnel not to exceed twenty percent
(20%) per contract year. If City determines that the turnover rate of the Vendor Personnel is
unacceptable and so notifies Vendor, Vendor shall within ten (10) Business Days: (i) provide City with
data concerning Vendor's turnover rate; (ii) meet with City to discuss the reasons for the turnover rate;
and (iii) submit a proposal for reducing the turnover rate for City's review and written approval.
Notwithstanding any transfer or turnover of Vendor on-site Personnel,Vendor shall remain obligated to
perform the Services without degradation and in accordance with the Service Level Agreements and the
other terms and conditions of this Agreement.
28 ELECTRONIC INCIDENT REPORTING
For purposes of this Agreement, "Electronic Incident" means any unauthorized action by a known or
unknown person which, if successfully completed, attempted, or threatened, could reasonably be
considered one of the following: an attack, penetration, denial of service, disclosure of Proprietary or
Confidential Information, misuse of system access, unauthorized access or intrusion (hacking), Virus
intrusion, scan of the Systems, networks, technology, content or websites of City (or another City
Authorized User)or Vendor(or its Affiliates or Subcontractors),or any other activity that could adversely
affect Proprietary or Confidential Information. Vendor shall report to City all known or suspected
Electronic Incidents. If an Electronic Incident occurs, Vendor shall as soon as possible notify City and
provide the following information, to the extent known to or ascertainable by Vendor: the nature and
impact of the Electronic Incident; actions already taken by Vendor; Vendor's assessment of immediate
risk; and corrective measures to be taken, evaluation of alternatives and next steps. Vendor shall
continue providing appropriate status reports to City regarding the resolution of the Electronic Incident
and prevention of future such Electronic Incidents. In consultation with Vendor, City may, in its
reasonable discretion, require that Vendor's ability to access, process, or store City Proprietary or
Confidential Information be suspended, connectivity with Vendor be terminated, or other appropriate
action be taken pending such resolution, provided that upon any such action by City, Vendor shall be
relieved of its obligations under this Agreement to the extent it is unable to perform under such
circumstances and so notifies City at the time of such suspension by City.
29 REDUCTION IN COSTS OF SERVICES DELIVERY
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The Parties shall work together throughout the Term to identify ways of achieving reductions in the cost
of Services delivery and corresponding reductions in the Fees to be paid by City by modifying the
delivery and performance mechanisms for the provision of the Services without impacting the Service
Level Agreements or Vendor's other responsibilities under this Agreement. If requested by City and at a
minimum at least once each Contract Year commencing not later than sixty (60) calendar days prior to
the commencement of a Contract Year (except for the first Contract Year), Vendor shall prepare a
written proposal at a level of detail sufficient to permit City to make an informed business decision
identifying all viable means of achieving the desired reductions without adversely impacting objectives
or requirements identified by City, or, if such adverse impacts cannot be avoided, identifying such
adverse impacts in accordance with Section 6 (Change Management). Each year during the Term,
Vendor commits to using its best efforts to reduce the Fees and the costs of Services delivery.
30 INCIDENTAL EXPENSES
Vendor acknowledges that, except as expressly provided otherwise in this Agreement, expenses that
Vendor incurs in performing the Services (including clerical, administrative, insurance, management,
travel and lodging, document reproduction and shipping, desktop Equipment and other office
Equipment required by Vendor Personnel other than furniture and equipment provided by the City
pursuant to Section 4.1 of this Agreement) are included in Vendor's charges and rates set forth in this
Agreement. Accordingly, such Vendor expenses are not separately reimbursable by City unless City, in
its sole discretion, has agreed in advance and in writing to reimburse Vendor for the expense,and those
expenses comply with City's then-current expense policy.
31 INDEMNIFICATION
31.1 To the fullest extent permitted by law,Vendor agrees to indemnify, defend and hold the
City, its City Council and each member thereof, and the officers, employees and
representatives of the City(herein referred to collectively as the"City Indemnitees")entirely
harmless from all liability directly arising out of:
31.1.1 Any and all claims under worker's compensation acts and other benefit acts
with respect to Vendor Personnel or a Subcontractor's Personnel arising out of
Vendor's work under this Agreement;and
31.1.2 Any claim, loss, injury to or death of persons or damage to property caused by
any act, neglect, default or omission of Vendor, or person, firm or corporation
employed by Vendor under this Agreement, including all damages due to loss or
theft sustained by any person, firm or corporation including the City
Indemnitees, or any of them, arising out of, or in any way connected with the
Services which are the subject of this Agreement, including injury or damage
either on or off City's property; but not for any loss, injury, death or damage,to
the extent caused by the active negligence or willful misconduct of City.
Vendor, at its own expense, cost and risk, shall indemnify any and all claims,
actions,suits or other proceedings that may be brought or instituted against the
City Indemnitees on any such claim or liability covered by this subsection 31.12,
and shall pay or satisfy any final judgment that may be rendered against the City
Indemnitees, or any of them, in any action,suit or other proceedings as a result
of coverage under this subsection 31.12.
City o Rancho Palos Verdes—Information Technology Services Agreement 1775793 24
31.2 Except for the City Indemnitees, the indemnifications provided in this Agreement shall
not be construed to extend any third party indemnification rights of any kind to any person
or entity which is not a signatory or designated City Indemnitee to this Agreement.
31.3 Vendor shall not be responsible for (and such indemnity shall not apply to) any willful
misconduct, negligence or breach of this Agreement by the City.
31.4 The foregoing indemnity shall survive termination of this Agreement.
32 LIMITATION OF LIABILITY
In no event shall either Party to this Agreement be liable to the other Party hereunder for any reason
whatsoever in an amount exceeding Three Million Dollars ($3,000,000), in the aggregate,with regard to
any and all claims or causes of action arising from or in any way related to (i) this Agreement, (ii) any
goods or services provided pursuant to or in connection with this Agreement, (iii) the use, operation or
implementation of any goods and services provided pursuant to or in connection with this Agreement,
or (iv) any act or failure to act by any agent, employee, officer, director, Affiliate, subsidiary, consultant
or adviser to any Party hereto in connection with or related to the performance by such Party
hereunder. Under no circumstances will either Party to this Agreement be liable for any incidental,
consequential, indirect, punitive or special damages arising out of or in connection with this Agreement,
however caused and based on any theory of liability. The limitation set forth in this Section shall not
apply with respect to damages attributable to the intentional torts, unlawful conduct, or gross
negligence of a Party. Notwithstanding any other provision of this Agreement, in no event shall City be
liable for punitive or exemplary damages awarded against Vendor arising out of or related in any to any
claims of any type asserted against City or Vendor,or any third party,arising out of the acts or omissions
of City or Vendor,or any of them, in performing this Agreement,or in any other way related to or arising
out of this Agreement
33 DISPUTE RESOLUTION
33.1 Notification. In the event of a material breach or claim of breach in relation to or in
connection with this Agreement or any of the terms or conditions hereof,or any transaction
hereunder including but not limited to either Party's failure or alleged failure to comply with
any of the provisions of this Agreement (hereinafter collectively the "Dispute"), the Parties
shall first promptly provide in writing to the other a general written statement of their
respective claims. This statement need not be complete and will not limit the claims of
either Party in any further proceeding with respect to this Agreement. The statement shall
indicate that it is the first statement of a formal dispute resolution process under this
Agreement. If the Parties are unable to resolve the dispute within ten (10) Business Days of
receipt of such written statement,the claimant may proceed as otherwise contemplated by
this Agreement.
33.2 Internal Resolution Procedures.
33.2.1 Within five (5) Business Days of the time that one Party informs the other of a
Dispute or within such longer period of time as the Parties may agree,the City IT
Manager and Vendor's Account Manager shall conduct a meeting to reach an
City o Rancho Palos Verdes—Information Technology Services Agreement 1775793 25
agreement to use their best efforts to either: (a) resolve the matter and set
forth such resolution in writing, or (b) define the Dispute in writing, including a
description of the position of each Party and the other projects and tasks which
would be affected by the proposed resolution submitted by the City IT Manager
and by the proposed resolution submitted by Vendor's Account Manager.
33.2.2 If the City IT Manager and Vendor's Account Manager are unable to reach an
agreement pursuant to Section 33.2.1,then within five (5) Business Days of such
failure to agree, at least one knowledgeable representative of Vendor
management and the City Manager shall meet at a mutually agreed upon
location to attempt to reach a resolution of the matter in light of the description
of the Dispute submitted by the Parties and further discussion among and
between the Parties and their respective representatives.
33.3 Mediation Resolution Procedures. If the procedure set forth in Section 33.2 is
unsuccessful in resolving the Dispute, the Parties may, upon mutual agreement, submit a
Dispute to mediation by a third party, neutral mediator.. All mediator fees shall be equally
shared by the Parties.
33.4 Performance During Disputes. Vendor shall be under the obligation to continue to
provide Services to the City while the Parties are seeking to resolve any Dispute so long as
the City shall continue to pay Vendor all Service Fees, both past due and as they come due,
unless the Dispute relates to payment of a Service Fee (or some portion thereof) in which
event the City may retain such disputed amount pending resolution of the Dispute.
33.5 Litigation. If any legal or equitable action or any mediation or arbitration or other
proceeding is brought for the enforcement or interpretation of this Agreement, or because
of an alleged claim, dispute, breach, default, or misrepresentation in connection with any
provision of this Agreement, the successful or prevailing party will be entitled to recover
reasonable attorneys' fees and other costs (including the fees and costs of experts) incurred
in that action or proceeding, in addition to any other relief to which it may be entitled.
34 WITHHOLD REMEDY
In addition to, and cumulative of all other remedies in law,at equity and provided under this Agreement
or this Section, in the event City reasonably believes Vendor is in default of a material duty or obligation
under this Agreement and it fails to cure the default within thirty (30) days after receipt of written
notice of default from City setting forth with specificity the nature of the default of a material duty or
obligation and the requested remedy or cure, City may, without waiving any other rights under this
Agreement, elect to withhold payments due to Vendor under this Agreement during the period
beginning with the 31st day after Vendor's receipt of notice of default and ending on the date that the
default has been cured to the reasonable satisfaction of City. Vendor shall continue to provide the
Services, so long as City pays Vendor at least fifty percent (50%) of the monthly invoice. Upon curing of
the default by Vendor, City will cause the withheld payments to be paid to Vendor, without interest.
Upon resolution of the claim, Vendor shall issue to City any applicable credit or reinstitute the disputed
amount as an amount due within thirty (30) days from the final resolution of the dispute. Under no
circumstances may City withhold Fees and charges which are overdue to Vendor for items not in
dispute, nor may City offset such overdue Fees and charges against amounts to be legitimately withheld.
City o Rancho Palos Verdes—Information Technology Services Agreement 1775793 26
35 SECURITY AND REVIEWS
35.1 Information Security Review. During the Term, City may perform information security
reviews on any Systems, Equipment, software, network(s) or facilities used by Vendor to
provide the Services hereunder ("Reviews"). The Reviews may include physical inspection,
external scan, internal scan, code review, process reviews and reviews of system
configurations. The Reviews may be conducted, at City's discretion and at City's expense, by
City or its designee(s). Vendor will not bring any claim otherwise permitted by any Laws
which may provide a cause of action against City based upon Reviews permitted under this
Section and conducted pursuant to the agreed upon scope and methodology. Should any
Review result in the discovery of material security risks to the Systems, Equipment,
software, network(s)or facilities used by Vendor to provide the Services, City shall promptly
notify Vendor of such risks, and Vendor shall respond to City in writing within three (3)
Business Days with Vendor's plan to take reasonable measures to promptly correct, repair,
or modify the applicable System, Equipment, software, network or facility to effectively
eliminate such risks at no cost to City or the other City Authorized User. Upon approval by
City, Vendor shall implement such plan as quickly as practicable. Should Vendor fail to take
reasonable measures to remedy the identified risk, City may terminate this Agreement for
cause effective immediately.
35.2 Benchmarking and Audits. Vendor shall reasonably cooperate with any benchmark or
service audit conducted by City, provided that such audit shall be conducted at City's
expense. The results and reports of any benchmark or service audit shall be submitted by
the benchmarker to the City IT Manager.
36 BILLING ADJUSTMENTS
Vendor shall provide the City IT Manager with a monthly summary of credit and debit billing
adjustments. The summary shall include, but not be limited to, the number and types of adjustments
identified, the number of adjustments resolved and the number and types of adjustments that are
outstanding. Vendor shall ensure that all billing debits and credits, including associated taxes, are
distributed on the billing reports and the invoice and are shown at the proper hierarchy level. If an
adjustment is found to exceed 20%, Vendor shall notify the City IT Manager before processing the
adjustment to the billing report and the invoice. Vendor shall process all adjustments on the reports
and invoice. In no event shall an adjustment result in a net increase to any Charge invoiced more than
one hundred and twenty (120) days after the original invoice date for that Charge other than Fees that
are the subject of a Dispute that is not resolved within one hundred twenty (120) days in accordance
with Section 33.
37 CONFLICT OF INTERESTS
Vendor represents and warrants to City that neither Vendor nor any of its Affiliates, nor any Vendor
Personnel or Subcontractor, has accepted or shall accept anything of value based on an understanding
that the actions of Vendor, any such Affiliates or any such Subcontractor or Vendor Personnel would be
influenced thereby in connection with this Agreement. Vendor further represents and warrants that it
has not given and will not give commissions, payments, kickbacks, gifts, lavish or extensive
entertainment or other inducements to any City Personnel in connection with this Agreement at any
time during the Term. Vendor also represents and warrants that, to the best of its knowledge, no
City o Rancho Palos Verdes—Information Technology Services Agreement 1775793 27
officer, director, employee, agent or representative of Vendor and/or any Subcontractor or Vendor
Personnel has given any such payments, gifts, entertainment or other thing of value to any City
Personnel prior to the Effective Date of this Agreement. Vendor further represents and warrants that
no employee, official or member of City Council of City has or will have a pecuniary interest or benefit
directly or indirectly from this Agreement and that it has not offered or given gratuities (in the form of
entertainment, gifts or otherwise) to any employee, official or member of City Council of City with a
view toward securing favorable treatment in the awarding, amending or evaluating the performance of
this contract. For breach of any representation or warranty in this clause, City shall have the right to
terminate this Agreement without liability and/or have recourse to any other remedy it may have at law.
38 INFORMATION FURNISHED TO CITY
Vendor represents and warrants to City that all written information (including financial information)
furnished to City prior to the Effective Date by or on behalf of Vendor in connection with this
Agreement, including in the Vendor's Proposal, and all the information made a part of this Agreement
and any exhibits hereto is true, accurate and complete, and contains no untrue statement of a material
fact or omits any material fact necessary to make such information not misleading.
39 PROTECTION OF CITY PROPERTY
Vendor shall use reasonable care to avoid damaging existing buildings, equipment and vegetation on or
about premises owned by,or under the control of,City. If Vendor's failure to use reasonable care
causes damage to any such property to the extent such damage was caused solely by Vendor,Vendor
shall replace or repair the damage at no expense to City. If the Vendor fails or refuses to make such
repair or replacement,Vendor shall be liable for the cost,which may be deducted from the Fees.
40 COMPLETENESS OF DUE DILIGENCE ACTIVITIES
Vendor acknowledges that it has been provided with sufficient access to City Sites, information and
personnel, and has had sufficient time in which to conduct and perform a thorough due diligence of City
operations and requirements and City assets currently used by City (or its designated Third Party
Vendors) in currently providing such services. In light of the foregoing, Vendor will not seek any
adjustment in the Fees based on any incorrect assumptions made by Vendor in arriving at the Fees.
41 AUDIT, INSPECTION,AND EXAMINATION OF RECORDS
41.1 General. In order to fully realize its objectives, with advance written notice at
reasonable times and not more frequently than once per year, City must have full and free
access to, and the right to audit and to make excerpts and transcripts from, any and all
pertinent books,accounting records,documents, invoices, papers and the like of the Vendor
or its subcontractors, or in the possession of the Vendor, regarding the Services provided
under this Agreement to the extent the City deems necessary to ensure that City is paying
only the amounts to which Vendor is properly entitled or for other purposes relating to the
Agreement("Contract Records").
41.2 Contemporaneous Documentation. On an ongoing basis, Vendor must document the
Services in sufficient detail for a qualified third party to understand the nature and scope of
the Services. As requested by City from time to time, and at no additional charge to City,
City o Rancho Palos Verdes—Information Technology Services Agreement 1775793 28
Vendor shall make available to City for review a copy of all Vendor Proprietary
Documentation required to enable City to fully utilize, as permitted under this Agreement,
the Services, Vendor Equipment, Vendor Proprietary Tools, and Vendor Proprietary
Software. Vendor shall update and maintain all Vendor Proprietary Documentation within
thirty (30) days after a change in a previously documented process occurs unless otherwise
agreed by the Parties in writing. If Vendor Proprietary Documentation is revised or
supplemented, Vendor shall make available for review a copy of such revised or
supplemental Vendor Proprietary Documentation to City on request and at no cost to City.
41.3 Contract Records. With respect to the performance of Services and as reasonably
needed to validate Vendor's compliance with this Agreement, Vendor shall maintain
complete and accurate Contract Records. Vendor shall retain Contract Records in
accordance with City's record retention policy, as modified from time to time and provided
to Vendor in writing during the Term. Vendor also shall ensure that as part of its disaster
recovery and business continuity obligations, Vendor will protect all Contract Records and
ensure that they are fully and completely backed-up and recoverable in the event of a
disaster.
41.4 Recordkeeping. Vendor shall maintain the Contract Records complying in all respects
with all applicable laws including transaction-level documentation, such as supporting
invoices, purchase orders, bills of lading, tax returns, exemption certificates and other
relevant documents, all as applicable laws require. Such records and books, and the
accounting controls related thereto, shall be sufficient to provide reasonable assurances
that: (a) transactions are recorded so as to permit the preparation of Vendor's financial
statements to maintain accountability for its assets; and (b) the recorded accountability for
assets is compared with the existing assets at reasonable intervals and appropriate action is
taken with respect to any differences. Vendor shall retain and maintain accurate records
and documents relating to performance of Services under this Agreement until the end of
the Record Retention Period.
41.5 Self Audits. In addition to the audits authorized by City as set forth above, on an annual
basis, Vendor shall perform a self-audit of its business and operations to evaluate its
compliance with the City Rules. The scope and nature of such audit shall be mutually agreed
upon by the City IT Manager and the Vendor. The audit shall be initiated no later than the
anniversary date of each Contract Year. Within sixty (60) days of the initiation of the self-
audit,Vendor shall provide City with a written report outlining the results of the self-audit.
41.6 Third Party Audits. The City may be subject to regulation and audit by governmental
bodies, standards organizations, other regulatory authorities, or other parties to contracts
with the City under applicable laws, rules, regulations,standards or contract provisions. If a
governmental body,standards organizations, other regulatory authority, customer, client or
other party to a contract with the City exercises its right to examine or audit the City's
books, records, documents or accounting practices and procedures pursuant to such laws,
rules, regulations, standards or contract provisions, Vendor shall provide all assistance
reasonably requested by the City in responding to such audits or requests for information
(including allowing the City to conduct an audit pursuant to Section 41.1), and shall do so in
an expeditious manner to facilitate the prompt closure of such third party audit or request.
City o Rancho Palos Verdes—Information Technology Services Agreement 1775793 29
42 SUBCONTRACTORS
42.1 Approval Required. City has relied, in entering into this Agreement, on the reputation
of,and on obtaining the personal performance of,Vendor itself. Consequently,Vendor shall
not perform or provide all or any portion of the Services through Subcontractors (including
Affiliates of Vendor), including providers of hardware and software, without the prior
written consent of the City IT Manager, which consent may be withheld by the City IT
Manager in his sole discretion. Any attempt by Vendor to subcontract any performance,
obligation or responsibility under this Agreement, without the prior written consent of the
City,shall be null and void and shall constitute a material breach of this Agreement. Vendor
shall ensure that each Subcontractor has obtained and maintains all licenses required in
connection with the Services for which such Subcontractor is responsible.
42.2 Request for Approval. If Vendor desires to subcontract any portion of its performance,
obligations or responsibilities under this Agreement,Vendor shall make a written request to
City for written Approval to enter into the particular subcontract. Vendor's request to City
shall include: (a) the reason(s) for the particular subcontract; (b) a detailed description of
the work to be performed by the proposed Subcontractor; (c) identification of the proposed
Subcontractor and an explanation of why and how the proposed Subcontractor was
selected; and (d) any other information reasonably requested by City. City will review
Vendor's request to subcontract and determine, in its sole and absolute discretion,whether
or not to consent to such request on a case-by-case basis.
42.3 Subcontractor Agreements. All contracts between Vendor and its Subcontractors
entered into by Vendor after the Commencement Date exclusively or primarily for City must
be materially consistent with the terms and conditions of this Agreement,to the extent such
terms and conditions are relevant to the Services to be provided by the Subcontractor, and
shall identify City as a direct and intended third party beneficiary thereof. City agrees that,
in the event it(a)terminates any Service(s)then being performed by a Subcontractor under
such Subcontractor's contract with Vendor and is not obligated to pay a termination fee to
Vendor; or (b) terminates any Service(s)then being performed by a Subcontractor pursuant
to Section 42.4, it will not subsequently directly engage such Subcontractor to perform the
Service(s)such Subcontractor had been performing for City under its contract with Vendor.
42.4 Vendor Obligations Remain Unchanged. Vendor shall remain responsible to City for any
and all performances required under this Agreement by Vendor or its approved
Subcontractors, including, but not limited to, the obligation to properly manage, supervise,
coordinate and perform all work required under this Agreement and with respect to the
Services, and no subcontract shall bind or purport to bind City or excuse Vendor from
performance. Vendor shall manage and supervise the activities and performance of each
Subcontractor and shall be jointly and severally liable with each such Subcontractor for any
act or failure to act by such Subcontractor in connection with or related to the Services. If
City determines that the performance or conduct of any Subcontractor is unsatisfactory, City
may notify Vendor of its determination in writing, indicating the reasons therefor, in which
event Vendor promptly shall take all necessary actions to remedy the performance or
conduct of such Subcontractor or, subject to the terms of Section 21, replace such
Subcontractor with another Third Party Vendor or with Vendor Personnel. Vendor shall be
solely liable and responsible for any and all payments and other compensation to, and the
City o Rancho Palos Verdes—Information Technology Services Agreement 1775793 30
performance of, all Subcontractors and their officers, employees, agents and independent
contractors. All agreements between Vendor and any Subcontractors shall include
provisions at least as favorable to City as those contained in this Agreement. In no event
shall Vendor be relieved of its obligations under this Agreement as a result of its use of any
Subcontractors.
43 CITY REFERRALS AND AS A REFERENCE SITE
City and Vendor agree that the Services provided by Vendor under the terms of this Agreement have the
potential to be marketed to other municipalities and entities. City agrees, upon Vendor's prior and
reasonable request,to act as a reference site for Vendor in connection with the services provided under
this Agreement,so long as such reference site visits do not tend to degrade performance of the Services.
In this connection, City will, upon timely receipt of notice thereof, make its facilities and personnel
reasonably available to Vendor as reasonably requested by Vendor to permit Vendor to provide site
visits to current and prospective clients and to demonstrate any or all of the services provided by
Vendor to City under this Agreement. City may unilaterally withdraw as a reference site in the City IT
Manager determines, in his sole and absolute discretion, that event site visits are unduly burdensome
and/or disruptive.
44 ADVERTISEMENT
Vendor shall not use in its external advertising, marketing programs,or other promotional efforts any data,
pictures, or other representation of City except on the specific written authorization in advance of the City
IT Manager. Vendor will limit and direct any of its advertising on the City premises and shall make
arrangements for such advertising through the City IT Manager. Vendor shall not install any signs or other
displays within or without City premises unless in each instance the prior written approval of the City IT
Manager has been obtained. However, nothing in this clause shall preclude Vendor from listing City on its
routine client list for matters of reference.
45 GENERAL
45.1 Notices. Except as otherwise provided herein,all notices required under this Agreement
shall be in writing and delivered personally or by first class mail, postage prepaid, to each
Party at the address listed below. Either Party may change the notice address by notifying
the other Party in writing. Notices may be sent by either facsimile or U.S. Mail. Notices shall
be deemed received upon receipt of same or within three(3) Business Days of deposit in the
U.S. Mail, whichever is earlier. Notices sent by facsimile shall be deemed received on the
date of the facsimile transmission.
If to Vendor: If to City:
VENDOR REPRESENTATIVE CITY REPRESENTATIVE
Andrew Salisbury Daniel Landon
Prosum, Inc City of Rancho Palos Verdes
2321 Rosecrans Ave.Suite 4225 30940 Hawthorne Blvd.
El Segundo,CA 90245 Rancho Palos Verdes,CA 90275
45.2 Waiver. Waiver of breach or failure to perform any provision of this Agreement shall
not be deemed a waiver of future performance nor shall it prejudice the waiving Party's
City o Rancho Palos Verdes—Information Technology Services Agreement 1775793 31
right to require strict performance of the same provision or any other provision in the
future. No term or condition of this Agreement shall be waived, modified or deleted except
by an instrument, in writing,signed by the Parties hereto
45.3 Assignment. Except as otherwise provided in Subsection 45.3.1, Vendor shall
not assign, subcontract or otherwise transfer all or any part of this Agreement or
funds to be received under this Agreement (collectively, "Assignment" or "Assign")
without first procuring the prior written approval of City(which approval will not be
unreasonably withheld) subject to the terms, covenants, and conditions contained
in this Agreement.
45.3.1 Exception. The foregoing prohibition on assignment shall not preclude Vendor
from assigning,with notice to City,this Agreement to an Affiliate,a corporation
with which Vendor may merge or consolidate, or the purchaser of all or a
material portion of the assets of Vendor; provided that prior to or concurrently
with the effective date of any such transfer,the assignee executes and delivers
to the City an instrument containing an express assumption of all of Vendor's
obligations under this Agreement.
45.3.2 Procedure. Should Vendor desire to enter into an Assignment, Vendor will
request, in writing, City's consent to the proposed Assignment at least thirty
(30) days before the intended effective date of the proposed Assignment,which
request will include the following: (a) full particulars of the proposed
Assignment, including its nature, effective date, terms, and conditions; (b) a
description of the identity, net worth, and previous business experience of the
proposed transferee; (c) a complete business plan prepared by the proposed
transferee; and (d) any further information relevant to the proposed
Assignment that City reasonably requests. Within thirty (30) days after receipt
of Vendor's request for consent to the proposed Assignment together with all of
the above required information, City will respond in writing by either (i)
consenting to the proposed Assignment; or (ii) refusing to consent to the
proposed Assignment on reasonable grounds which must be stated in the
response. Vendor agrees that City may refuse its consent to the proposed
Assignment on any reasonable grounds, and (by way of example and without
limitation) Vendor agrees that it will be deemed reasonable for City to withhold
its consent if any of the following situations exist or may exist: (a)the proposed
transferee's financial condition is inadequate to support all of the financial and
other obligations of Vendor under this Agreement; (b) the business reputation
of the proposed transferee is not reasonably acceptable to City; and (c) the
proposed transferee is not likely to conduct its business under this Agreement
of a quality substantially equal to that conducted by Vendor. Except as
otherwise provided in Subsection 45.3.1, any purported Assignment without
City's prior written consent will be void and of no force or effect. A consent to
one (1) Assignment by City will not be deemed to be a consent to any
subsequent Assignment to any other party. City may terminate this Agreement
rather than accept any proposed assignment or subcontracting. Such
assignment or subcontracting must be approved by the City Council.
City o Rancho Palos Verdes—Information Technology Services Agreement 1775793 32
45.4 Conflicting Terms. In the event of any conflict between the body of this Agreement and
any Exhibit to this Agreement, the body of this Agreement shall control over any conflicting
provision in any Exhibit to this Agreement.
45.5 Governing Law. This Agreement shall be construed in accordance with and governed by
the laws of the State of California, excluding California's choice of law rules, and any legal or
equitable action or other proceeding relating to or arising under this Agreement shall be
brought solely in the California Superior Court for Los Angeles County,which jurisdiction the
Parties hereby expressly consent to.
45.6 Severability. If any part of this Agreement is found to be invalid by a court of competent
jurisdiction,all other provisions shall remain in full force and effect and the provisions found
invalid shall be enforceable to the maximum extent permitted.
45.7 Delays and Extensions of Time.
45.7.1 Neither Party shall be liable for any delay or failure to perform its obligations
hereunder to the extent that such delay or failure is caused by a force or event
beyond the control of such Party, including without limitation, war, embargoes,
strikes, governmental restrictions, riots, fires, floods, earthquakes, acts of
terrorism, or other Acts of God (the "Force Majeure"); provided that Vendor
shall use its best efforts to assist the City in establishing necessary Services
elsewhere, in the event of the occurrences of a Force Majeure which:
45.7.1.1 Materially prevents Vendor from providing any of the Services
for more than ten (10) Business Days, and Vendor has not successfully
transferred the City's data processing to a backup facility under terms
and conditions reasonably acceptable to the City,or
45.7.1.2 Causes the normal operations of the site to be interrupted for
more than forty-five (45) days, and in the City's reasonable business
judgment it is necessary to pursue alternative means of meeting the
City's data processing needs. Vendor shall use its best efforts to assist
the City in establishing necessary Services elsewhere. Any termination
arising from such City decisions shall be a termination for convenience
and Vendor shall be reimbursed for the costs of work performed up to
the date of such termination,to include Transition costs.
45.7.2 Vendor's sole remedy for delays outside its control,other than those delays that
are caused by the City, shall be an extension of time. No matter what the cause
of the delay,Vendor must document any delay and request an extension of time
in writing at the time of the delay to the satisfaction of City. Any extensions
granted shall be limited to the length of the delay outside Vendor's control. If
Vendor believes that delays caused by the City will cause it to incur additional
costs, it must specify, in writing,why the delay has caused additional costs to be
incurred and the exact amount of such cost at the time the delay occurs. No
additional costs can be paid that exceed the "not to exceed amount" absent a
written amendment to this Agreement.
City o Rancho Palos Verdes—Information Technology Services Agreement 1775793 33
45.8 Vendor Representations and Warranties. In addition to any express agreements of
Vendor contained herein,the following constitute representations and warranties of Vendor
to City:
45.8.1 Power and Authority. Vendor has the legal power, right and authority to enter
into this Agreement and the instruments referenced herein, and to
consummate the transactions contemplated hereby. The individuals executing
this Agreement on behalf of Vendor shall have the legal power, right and actual
authority to bind Vendor to the terms and conditions hereof and thereof.
45.8.2 Requisite Action. All requisite corporate action has been taken by Vendor in
connection with the entering into of this Agreement.
45.8.3 Validity. This Agreement shall be a valid, legally binding obligation of and
enforceable against Vendor in accordance with its terms.
45.9 Non-Discrimination and Affirmative Action Program. The City is an equal opportunity
employer and requires that Vendor comply with policies and regulations concerning equal
opportunity. During the performance of this Agreement,Vendor agrees as follows:
45.9.1 Vendor shall not discriminate against any employee or applicant for
employment because of race, color, religion, sex, marital status, national origin,
ancestry, age, mental or physical disability or handicap, medical condition, or
sexual orientation. Vendor shall ensure that applicants are employed and that
employees are treated during employment, without regard to their race, color,
religion, sex, marital status, national origin, ancestry, age, mental or physical
disability or handicap, medical condition, or sexual orientation. Such actions
shall include, but not be limited to the following: employment, upgrading,
demotion or transfer, recruitment or recruitment advertising, layoff or
termination, rates of pay or other forms of compensation and selection for
training, including apprenticeship. Vendor agrees to post in conspicuous places,
available to employees and applicants for employment, a notice setting forth
provisions of this non-discrimination clause.
45.9.2 Vendor shall, in all solicitations and advertisements for employees placed by, or
on behalf of Vendor, state that all qualified applicants will receive consideration
for employment without regard for race, color, religion, sex, marital status,
national origin, ancestry, age, mental or physical disability or handicap, medical
condition, or sexual orientation.
45.9.3 Vendor shall cause the two immediately foregoing subsections to be inserted in
all subcontracts for any work covered by this Agreement, provided that the
foregoing provisions shall not apply to subcontracts for standard commercial
supplies or raw materials.
45.10 Compliance with Laws. Vendor shall be knowledgeable of and comply with all local,
state and federal laws, rules and regulations which may apply to the performance of this
Agreement("Laws"). Vendor warrants and represents that all of its Personnel, including any
and all prospective personnel hired to perform services for the City under this Agreement
and the employees of any subcontractor retained by Vendor to perform a portion of the
services under this Agreement, are and will be authorized to perform the services
contemplated by this Agreement in full compliance with all applicable state and federal
City o Rancho Palos Verdes—Information Technology Services Agreement 1775793 34
laws, rules and regulations, including, but not limited to,the Immigration Nationality Act of
1952 (commencing with ction 1101 of Title 8 of the United States Code), and the
Immigration Nationality an the Immigration Reform and Control Act of 1986 (commencing
with Section 1324a of Titl 8 of the United States Code), as amended. Vendor agrees to
indemnify and hold the City, its officials, and employees harmless for,of and from any loss,
including but not limited to fines,penalties and corrective measures,the City may sustain by
reason of Vendor's failure to comply with said Laws.
45.11 No Agency Conferred. Except as City may specify in writing, Vendor shall have no
authority, express or impli d, to act on behalf of City in any capacity whatsoever as an
agent. Vendor shall have o authority, express or implied, to bind City to any obligation
whatsoever. j
l
Thish
4Agreement constitutes the entire agreement of the Parties.
5.. ? Entire Agreement. g
No other agreement, representation, promise, warranty or statement, whether oral or
performed under this
written, pertaining to the+ork or Services to be Agreement shall be
of any force or effect unless it is in writing and signed by both Parties. Any work performed
which h is inconsistent with r in violation of the provisions of this Agreement shall not be
compensated. It is further lexpressly agreed by and between the Parties hereto that should
there be any conflict betw4en the terms and conditions of this instrument and those in the
bid or proposal of the Ven or,then this instrument shall control and nothing herein shall be
p
considered as an acceptanceof the said terms of said proposal conflicting herewith.
45.13 Acceptance of Service bf Process. In the event that any legal action is commenced by
the Vendor against the City,service of process on the City shall be made by personal service
upon the City Clerk or in such other manner as may be provided by law. In the event that
any legal action is commenced by the City against the Vendor, service of process on the
Vendor shall be made by personal service upon the corporate agent for service of process
identified in the records ofthe California Secretary of State or in such other manner as may
be provided by law.
The Parties agree to and enter this igreement as of the date first above written.
CITY OF RANCHO PALOS VERDES, municipal VENDOR,PROSUM,INC.,a California corporation
corporation
71
City Signature.:' ! First Vendor SignatureAllr ►_.. . 111454411.-4.---e
�� •`
Printed Name: L-..cL&.
Printed Name: I rn/ 14/61 .
,../ , /4:L1,-)
Title: A4a4o
Y Title: y""-
Date: 5/b/j/6 Date: /15
City o Rancho Palos Verdes—Information Technology'Services Agreement 1775793 35
.--.0
APPROVED AS TO FORM: Second Vendor Signature: -
Printed Name: '` ► C-i-k& L -' '- �.i
.4745/78
City Attorney ,
Title: CO 4-- C --
Date: S 1 12_ L'
City o Rancho Palos Verdes—Information Technology ervices Agreement 1775793 36
EXHIBIT A—SCOPE OF WORK AND FEES
EXHIBIT B—SERVICE LEVEL AGREEMENTS
EXHIBIT C—DEFINITIONS
EXHIBIT D—PROSUM PROPOSAL(including Response to Proposal dated February 20,2015 and Response
to Clarification Document dated March 7,2015)
EXHIBIT E—CITY REQUEST FOR PROPOSALS DATED JANUARY 14,2015
City o Rancho Palos Verdes—Information Technology Services Agreement 1775793 37
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EXECUTIVE SUMMARY
This Statement of Work — IT Services and Support is Exhibit A to the Information Technology Services
Agreement by and between the City of Rancho Palos Verdes and Vendor, Prosum, Inc. ("Prosum"), effective
May 18,2015 ("Agreement"). This Statement of Work is subject to all of the terms,conditions and provisions
of the Agreement. Except as otherwise provided in the Agreement, in the event of any conflict or
inconsistency between this Statement of Work and the Agreement,the terms, conditions and provisions of
the Agreement shall take precedence.
On January 14th, 2015, the City of Rancho Palos Verdes ("RPV") released a request for proposals, which
Prosum responded to on February 20th,2015.This Statement of Work reflects information that was obtained
throughout the proposal process as well as concessions that differ slightly from the solution that was
included in the submitted proposal. Where this Statement of Work differs, notes are provided to indicate
the change and rationale.
The RFP presented several organizational needs that were presently not being matched with their
incumbent service provider.
OPERATIONAL HIGH TOUCH RESPONSIVE
IT STRATEGY STABILIZATION & SUPPORT
STANDARDIZATION
•Align IT investments with needs •Routine maintenance -Onsite and remote user support
&outcomes -Comprehensive documentation -Access to varied skills sets and
•Implement improvements at the •Reporting &analysis experience levels
direction of IT Manager
Prosum has utilized its wealth of knowledge and experience in the industry to accomplish outstanding
objectives for our clients, including many municipalities; achievements that have been recognized as
extremely cost effective in this ever growing business. Prosum recognizes that the success of any
engagement is close communication with the client,the ability and willingness to think outside the box and
provide comprehensive, cost savings solutions that meet the needs of the client. Identifying the client's
needs and accommodating them is an area where Prosum excels, and we are prepared to continue these
services for the City of Ranchos Palos Verdes so they can utilize leading edge technology with the ability to
interface with a broad array of subject matter expertise, and to benefit from an experienced industry leader.
Throughout the term of this Agreement, Prosum will seek to maximize the use of the time and resources
required by RPV by leveraging our current, experienced senior level team that has hands-on expertise,
and is well versed in the goals and objectives of municipalities.
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CURRENT STATE
As reported in the RFP, RPV's current supported environment consists of 107 active users spread across 6
departments and 6 facility locations. Core IT service areas include 15 line-of-business applications, a
complex server and network infrastructure including storage services, internet enabled voice and
communication tools, and audio/visual systems.
Over the past 18 years the current IT services provider has been able to leverage their institutional
knowledge of RPV to provide the support needed by the organization. However, recent organizational
needs and changes to the management team have led to a gap in expectations and provided services.
THEMES PRESENT CHALLENGES
IT Strategy — IT investments are not being leveraged to achieve return on investment through
productivity improvements or cost savings.
IT Operations — Operations tools and technologies are not provided by the current IT service
provider, significant investments have
been made by RPV to ��1����r these services
Investments have been made deliver these ser /ices
for the •rowing infrastructure.
Responsive Support -- Limited availability to escalation resources leading to extended resolution times and
customer satisfaction issues.
DESIRED STATE
As was expressed in the RFP, RPV would like
to partner with an IT Services firm that will 2.1 Information Technology Outsourcing Objectives
assist with strategic IT planning n n i n and Through this RFP.the City is striving to create an IT outsourcing relationships which
p g will:
guidance, and ensure IT initiatives are in ■ Provide the best value possible for the work being performed; i;
• Offer key vendor support of the technologies in place at the City:
• Meet Residents City Council and Staff business technology needs by
alignment with business drivers; including maintaining technology that is up to date.secure efficient and productive: `,<
• Deliver enhanced services focusing on best practices methodology. r,
the evaluation and recommendation of new • Maintain or improve policies and standards defined by the City:
• Maximize the return on City information technology investments;
services such as hosted and cloud based ■ Optimize IT systems;applications.across the City platforms: fr
• Provide access to value-added resources;
• Assist in planning for future IT infrastructure and services to meet the City s
services. The organization seeks to forge a changing business needs:
• implement new agreement(s)with a transition plan(sj that ensure minimal h
more strategic, proactive approach to IT in disruption to City operations:
• Allow for open communications between selected service providerts).City iT =
order to garner a strong business return on Manager.leadership and departments. fio
their IT investments. In addition, RPV seeks An important part of the City's overall IT service delivery model is the conscious
alignment of services with organizational business needs. strategies and objectives r
This alignment is achieved through the City's Technology Steering Committee(TSC-).The ,
to improve end user productivity and service �:.
TSC provides technology directional leadership]contributes to IT strategy decisions.and F
+ ,� and recommends additions and modifications to the systems and outsourcing contracts in
levels t h- u g himproved pro c e s s e s nd order to respond to evolving service delivery requirements_
operational models, and proactive support
and infrastructure management.
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In an effort to address the goals defined, Prosum understands the desired outcomes of a future state
support model include:
Assess the overall health of RPV's IT environment,identify any immediate risks,and
suggest and implement opportunities for improvement and provide technology
guidance based on trends and insight.
IT Strategy I _ Assist IT Manager in crafting a preliminary IT Roadmap / Strategic Plan based on
findings and requirements gathered.
Support the evolution of IT as a strategic partner to the business
Evaluate current IT operating environment and provide improvements to meet
business objectives.
�
r i Gain in-depth knowledge of the environment and assemble/create documentation.
IT Operations
Jointly establish the necessary processes to efficiently support the environment
i movingforward resultingin improved network performance with minimal
downtime.
{� - Jointlydetermine the level of business dependence and alignment with IT and
Responsive acceptable levels of IT support.
Support Improve levels of support and responsiveness.
- The abilit for RPV to focus less on IT and more on their core business services.
PROSUM 7
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OVERVIEW OF PROPOSED SERVICES
This Statement of Work includes three separate components:
•Project to learn and document IT environment in
Service Transition
order to provide ongoing services
/��� •Monthly support retainer for onsite IT resources,
•4;*/,' iSupporto erahonal maintenance activities,and responsive
IT Service & p
support.
•Projects initiated under the direction and approval of
Improvement Projects RPV IT Manager and escalations for services outside
the scope of IT Service&Support
2015 MONTHLY FEE SCHEDULE
Sep '15
May'15 Jun '15 Jul '15 Aug '15 Jun '19
Service Transition 25,050 25,050
IT Service &Support(basic services) 14,365 14,365 14,365
IT Projects(pool of hours) See below
TOTAL MONTHLY FEES 25.050 25,050 14,365 14,365 14,365
Service Transition will be treated as a project of$50,100 split over 2 (two)
months prior to the beginning of the standard annual support agreement on
July 1, 2015.
IT Projects(Pool of Hours) - RPV will issue a purchase order(`P0')for$12,500
for a pool of Consulting Hours annually on July 1. Prosum will invoice RPV for
these additional services hours ds authorized by the City IT Manager as the
hours are used Hours will remain available for the entirety of the RPV fiscal
year, any remaining unused hours will expire on June 30 of each subsequent
year This$12,500 pool of hours for additional consulting services is included
in the ten percent(10%)contingency provided in Section 2 of the Agreement.
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IrSerViCe SZ Support Fees(basic services)will remain consistent throughout the
term of the Agreement, unless mutually agreed upon and executed with a
written Change Order in accordance with the Agreement, and which may or
may not be an increase or decrease in servicede/iveiyiand/or fees.
PROSUM 9
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PROSUM PROFILE
Prosum,Inc. (Prosum) is a technology services company that builds lasting partnerships by giving our clients
a competitive advantage in their marketplace through a unique combination of Business Consulting,
Technology Solutions, Outsourcing and Resource Staffing. Prosum brings years of experience in providing
enterprise infrastructure and managed support services utilizing proven and emerging Microsoft
technologies as well as proven experience in delivering project based solutions on time and on budget.
Prosum's consulting approach is based on the realization that business
Io,, processes and their supporting applications and systems can only be fully
"'► understood, implemented, supported and improved by understanding
-I, = ° their interdependencies. Our holistic approach is driven by understanding
4 Z and aligning our clients':
C
- BUSINESS VISION AND STRATEGY
o7Juncr,,- - IT VISION AND STRATEGY
.e/ , ��� '` - TECHNICAL, ENTERPRISE, AND BUSINESS ARCHITECTURES
1'41° - SERVICE ORIENTATED OPERATIONS
At a high-level, the approach is driven by an understanding of how the technical architecture supports the
IT services provided to the business. This ensures that all IT service requirements are addressed in a
comprehensive and well-planned manner allowing for efficient tactical day-to-day support along with long-
term strategic direction for Information Technology as a whole.
Prosum employs over 200 dedicated IT Professionals and has a very diverse client base which includes small
and medium sized to Fortune 100 clients, with no single client comprising greater than 10% of Prosum's
revenue. Having a broad client base contributes to Prosum's stability and makes Prosum a dependable
long-term IT partner.
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CLIENT PROFILE
CORE BUSINESS PROPRIETARY APPLICATIONS
APPLICATION TITLE FUNCTIONAL AREA
ERP (Sungard/IBM) Finance
ADP Payroll (SaaS) HR/ Payroll
Sungard Naviline Business Licensing
Accela Tidemark Code Enforcement
! Accela Tidemark Community Dev Permitting
Excel manual! Asset Management &Work Orders
( y) Public Works
EPM Project Management— Public Works
Laser Fiche Document Management
Cougar Mountain Denali Point of Sale (POS)
Active.net (SaaS) Facility Rentals &Activities
EOC (Incident Management) Emergency Management
System Center Configuration Manager (SCCM) Inventory Management
CoreLogic Parcel Data
CivicPlus Website, emergency notifications
Microsoft SharePoint Intranet portal
Granicus Video streaming for broadcasts
ES RI (GIS) GIS
1 For more details,please refer to the Appendix E(pages 65—67)in the RFP
PROSUM 11
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Should any of the above systems change, support will convert to the new system subsequent to a change
order at no extra cost. Prosum will not be responsible for system conversion other than minor assistance
with server creation, Microsoft configurations, client installations, etc. RPV is responsible for maintaining
maintenance support agreements.
SUPPORTED INFRASTRUCTURE=S
This Agreement includes comprehensive support for the components identified below:
DEVICE TYPE QTY VERSION
Servers 30 Windows Servers (virtual)
3 Physical Hosts (Hyper V)
1 AS400—hardware support by third
party
Director Services 2 Domain controllers
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Messaging 6 Exchange 2013 & Lync (phone)
Database 4 SQL
SAN /NAS 2 1— Nimble, 1 - Equilogic
Workstations 109 Windows 7/8 (Dell)
3 Microsoft Surface Tablets
Networking FIOS 150 mbps up/down
Ti backup
Several connections at remote
sites
Locations
Headquarters Rancho Palos Verdes, CA
Facilities 5
2 For more details,please refer to the Appendix B and Appendix D(pages 57—58;64)in the RFP
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APPROACH 8t SCOPE
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1. SERVICE TRANSITION
RFP Section Transition
Changes from RFP Timeline adjusted to reflect detailed milestones that are needed to
successfully meet incumbent provider service termination on June
30, 2015.
While transition from incumbent provider will be completed within 6
weeks,the complete service transition project will exceed 6 weeks.
Description Service Transition is comprised of the following major milestones:
1) Provider Transition
Responsive support transfer
- Operational configuration
- Triage
2) Environment Assessment
-- Responsive support transfer
3) IT Operations Standardization
- Service configuration
- Service level standardization
4) Documentation
5) Business Technology Review
-- Understand and document business requirements of IT
- Capture organization priorities
Service Type Fixed Bid Project: Costs will be prorated and invoiced equally over a 3
month period. Basic work breakdown structure provided in Scope.
Outcomes/Deliverables 1) IT health check scorecard
2) Service Level Standardization
3) Documentation
4) IT Project and Investment Roadmap
Assumptions • IT Service &Support Agreement and Assigned Onsite Resources will
ointoeffectonJuly1, 2015.
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Meetings—Internal 2
Environment Documentation 114
DELIVERABLE:Binder 8
Websites 2
Phone System 8
Vendors 24
Licensing 12
LOB Applications 8
Directory Services 4
Network 4
Messaging 4
Remote Access 4
i. Backups 2
Diagrams 16
Workflows 12
Meetings—RPV 4
Meetings—Internal 2
TOTAL PROJECT HOURS503
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1.2 OUTCOMES
1.2.1 ii hEAL€ H CHECK SCORECARD
This document will provide information on your core IT systems and
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A list of recommendations for improvements, including but •
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improvements that are not included within the Scope of IT
Service & Support.
1.2.2 SERVICE LEVEL STANDARDIZATION
Service Level Standardization establishes a common understanding about services, priorities,
responsibilities, guarantees, and warranties. While most service level expectations were communicated
within the RFP, Prosum reserves the right to review and negotiate SLA's and OLO's based on a deeper
understanding of RPV's environment. Revisions may be requested based on levels of availability,
serviceability, performance, operation, or other attributes of the service.
1.2.3 DOCUMENTATION
Prosum provides comprehensive documentation of your environment. A master repository will be
maintained and all documentation will be updated on a semi-annual basis. RPV has existing tools where
documentation may be stored and shared. However, in order to provide efficient responsive services, there
are some Prosum tools are required to be maintained.
As was outlined in the Response to Clarifications document presented on March 7, 2015, the following
outlines expected shared use of Prosum tools and opportunities to leverage RPV existing technologies for
like services.
PROSUM 17
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We utilize our systems, tools, & processes when: We utilize custom or specialized systems,tools, &
processes when:
It meets our customers' requirements &
expectations Customer requirements exceed capabilities
It allows for repeatable, standardized of Prosum standards
outcomes Isolation of information is necessary
It provides improved productivity Productivity & customer satisfaction can be
maintained
Repository Purpose RPV Access
Professional Services Automation
A login to our secure Client Access Portal
(PSA) tool which includes our service
website to submit tickets, monitor ticket
AutoTask desk tools (ticketing), change status, run reports, etc.
g g Weekly or monthly ticket reports. This can
management, project management, be provided in raw format (CSV file or
scheduling, etc.
similar).
Store RPV documentation such as Will primarily utilize the RPV's SharePoint
SharePoint network diagrams, as-built
site to store all such information, and will
documentation, project plans, etc.
make a copy of the relevant documents to
Prosum's SharePoint as needed.
Prosum will provide the RPV IT Manager
Encrypted enterprise password
management server for storage of with access to view the RPV's password
SecretServer g g list. Upon request, Prosum can export the
sensitive information such as
RPV's password list, store it in an encrypted
passwords.
file, and provide it to the RPV IT Manager.
Asset
Will defer to RPV asset management process and tool.
Management
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2. IT SERVICE & SUPPORT
RFP Section Statement of Work and Service Level Agreements
Changes from RFP a Assigned onsite resources modified from 2 assigned onsite
personnel for all working days to:
o 1 dedicated Helpdesk Analyst 5 days/week, 8 hour per day
o 1 rotating Support Engineer and/or Senior Engineer 2
days/week, 8 hour per day
o Scheduled during standard RPV operating hours, Tuesdays
until 8:00pm.
Description IT Service & Support outsourcing has 3 main components:
1) Proactive Support
— Monitoring
-- Maintenance &Administration
2) Responsive Support
-- Incident management
3) Advisory Services
-- Reporting & analysis
- Planning & road mapping
Service Type Standard Monthly Fee: Costs are established based on the requested
assigned onsite resources and the estimated work effort required to
meet Service Level Agreements dictated in the RFP(Section 5 Statement
of Work and Service Level Agreements)
Outcomes/Deliverables 1) Monthly Reporting
2) Semi-Annual Roadmap Review
Assumptions • 10%growth annually is included within the scope of services. Growth
that exceeds 10%will require a reevaluation of scope and fees.
• Assigned Onsite Resources will spend no more than 75% of their
working hours supporting RPV,tracked on a monthly basis.
• Assigned Onsite Resources will resolve at least 50%of RPV reported
incidents/tickets.
• Assigned Onsite Resources will be allocated 10-15 personal time off
days annually, depending upon their tenure. Scheduled leave will be
coordinated with RPV IT Manager prior to approval. During these
periods, Prosum will work jointly with RPV IT Manager and provide a
replacement resource.
• In the event of an emergency situation, Assigned Onsite Resources
may be temporarily reassigned to another Prosum client and will not
exceed more than 4 hours for the day, or 16 hours in any one month
and will not interfere with pre-scheduled assignments like meeting
setups or other appointments.
PROSUM 19
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2.1 SUPPORT TEAM
Account Oversight Site Lead
Assigned Onsite Helpdesk Support
Analyst Engineer
Resources (5 days/week) (2 days/week)
Remote/Shared Customer Care Architects Operations
Sr Engineers (SMEs) Manager
esources (Helpdesk)
2.1.1 ACCOUNT OVERSIGHT
Prosum will provide RPV with an Engagement Manager or Site Lead who will work closely with the RPV IT
Manager to ensure that RPV's IT needs are met. This person will act as the RPV IT Manager's single-point-
of-contact for all issues related to Prosum's service delivery, and will be accountable for the continuous
improvement of Prosum services by providing best practice solutions, recommend upgrades and changes,
and closely monitor Prosum's adherence to RPV's Service Level Agreements ("SLA's").
2.1.2 ASSIGNED ONSITE RESOURCES
Due to the demands of the user group, RPV has requested resources be specifically assigned to perform
their daily work from within the RPV headquarters. These resources will primarily be dedicated to perform
proactive and responsive support for RPV,yet they can perform work at the direction of the RPV IT Manager
within the confines of the assumptions.
2.1.3 REMOTE AND SHARED RESOURCES
As part of the monthly support agreement, Prosum will provide a shared pool of remote IT support staff
that work in concert with the onsite staff to maintain the IT infrastructure at or above end user expectations.
Prosum has found that our offering allows clients to enjoy the best of both worlds, receiving not only the
personal touch of on-site support but also the efficiencies of remote support in addition to industry subject
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matter expertise. The result is an extremely stable IT operating environment with fast incident response
ensuring end user satisfaction.
2.2 PROACTIVE SERVICES
We proactively update and manage all your computers and servers remotely including weekly patching of
workstations and monthly patching of servers. Patching will take place as un-intrusive as possible. Prosum
also monitors and ensures the backups occur consistently and successfully. Every aspect of your
infrastructure is monitored and issues can be spotted and fixed before they can cause any type of problem.
Approach and activities related to proactive services were outlined in Section 5.1.3 System Administration,
5.1.4 Voice and Communication Services, 5.1.5 Network, Cabling, and Wireless Services, and 5.1.6 Website
Technology Service of the RFP response including the RPV's outlined planned upgrades at no additional
cost.
2.2.1 SCOPE
Type of Operation Operating Level Objectives
SERVER SERVICES
Full support. Provide server administration services including maintenance of
supported operating system, applications such as database, messaging, web,
Server Administration and their associated hardware, and software. Upgrades to hardware and
systems as planned and scheduled within the confines of scheduled hours and
assumptions.
S stem Backu Full support. Ensure successful backup of critical data on all supported servers
y p per client retention policies.
Full support. Provide configuration management, including minor upgrades
Configuration Management and security patches (Windows, Anti-Virus, Malware).
Full support. Monitoring and alerting of incidents,event logs, performance,
Server Monitoring capacity, uptime, and security(Anti-Virus, patch management). Reports
generated and reviewed with RPV at regular intervals.
Limited level of support. Monitoring and alerting of incidents, event logs,
Website Monitorin performance capacity, uptime, and security. Specific examples of supported
g services arc outline in Section 5.1.6 Website Technology Services within the RFP
response.
DESKTOP SERVICES
Full support. Provide desktop administration services including maintenance
Deskto Administration of supported operating system and their associated hardware, and software.
p Upgrades to hardware and systems as planned and scheduled within the
confines of scheduled hours and assumptions.
Full support. Provide configuration management, including moves, adds and
Configuration Management changes, minor upgrades and security patches(Windows,Anti-Virus, Malware).
PROSUM 21
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Full support. Monitoring and reporting of security services such as anti-virus,
Desktop Monitoring anti-malware, and patch management. Reports generated and reviewed at
regular intervals.
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NETWORK SERVICES
Network Administration Full support. Provide network administration of all RPV network equipment
such as switches, routers,firewalls,WAPs, cameras and other security devices.
Full support. Ensure successful backup of configuration on all supported
Configuration Backup
network devices.
Full support. Provide configuration management, including moves, adds and
Configuration Management
changes, minor updates and patches.
Network Monitorin Full support. Monitoring and alerting of logs, performance, uptime and
g security. Reports generated and reviewed with RPV at regular intervals.
APPLICATION SERVICES
Microsoft Core Full support. Provide administration services including maintenance and
support of Microsoft core applications such as Exchange,SQL, Lync,etc.Provide
configuration management, including moves, adds and changes and security
patches and service packs. Upgrades to systems as planned and scheduled
within the confines of scheduled hours and assumptions.
Line of Business (LOB) Limited level of support. Prosum is not responsible for any proactive
support or upgrades to LOB applications but will provide intermediary
services by working with the application vendor on the RPV's behalf.
ASSET AND CONTRACT MANAGEMENT
Full support. Provide RPV periodic asset tracking reports of all IT related
Asset Tracking hardware and software (servers,workstations, network devices). Moves, adds,
changes and tagging of devices including A/V and other peripherals).
Full support. Manage software licensing in a central location to ensure the
Software Licenses RPV is current and provide information for renewals and budgeting. RPV is
responsible for maintaining all valid hardware&software licensing &
maintenance agreements.
Not supported. RPV IT Manager will manage all contracts and expirations and
Contracts will notify Prosum of changes.
DOCUMENTATION
Full Support. Environment and process documentation is to be in electronic
format and updated once per quarter in the RPV documentation library.
Documentation Documentation includes, but is not limited to, network diagram, remote access
information, server and application inventory, vendor contact matrix, website,
email, and technical instructions.
PROSUm 23
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2.3 RESPONSIVE SUPPORT
With Prosum's Integrated Managed Services,you have unlimited access to Responsive Support in the event
of an issue or a support request. All responsive support requests are tracked through our ticketing system.
This allows us to track common issues and their resolutions and manage to the operating level objectives.
This information drives the proactive reporting and trend analysis.
Approach and activities related to responsive services were outlined in Section 5.1.2 Helpdesk Desktop
Support Services of the RFP response.
2.3.1 SCOPE
Type of Operation Operating Level Objectives
SERVER SUPPORT
Full support. Triage, troubleshoot and resolve issue. Escalate to hardware /
Server Dia nosis software vendor for issues not able to resolve. If complete hardware failure,
g replace server hardware with O5 and software and escalate line of business
applications.
Full support. Return the server to its state prior to the failure. In the event of
server failure, install server operating system, restore data from backup and
provide access and support to application vendors for additional application
Server Replacement installation if required. Prosum will not proceed with any major upgrades (i.e.
new server, upgrade of Exchange, etc.) until receiving written approval from
RPV.
DESKTOP/ LAPTOP SUPPORT
Full support. Triage, troubleshoot and resolve issue. Escalate to hardware /
Desktop Diagnostics software vendor for issues not able to resolve. If complete hardware failure,
replace desktop hardware.
Full support. Return the desktop to its state prior to the failure. In the event
of desktop failure, install desktop operating system, restore data from backup
Desktop Replacement and jointly install and configure applications with support vendor. Assigned
Onsite Resources can be leveraged for workstation replacement, OS upgrades,
and application deployments within the confines of the Assutions.
Limited level of support. Prosum will support the email provisioning and
Mobile Phones/Tablets access management related requirements as well as troubleshooting for RPV's
employee mobile devices. Hardware support will be provided by the mobile
(iPads, etc.) device vendor and it's the user's responsibility to contact the vendor for
additional resolution or replacement.
Printer/ Co ier/ Scanner/ Limited level of support. Provide initial issue diagnosis as well as network and
p access management support only. All other issues including hardware will be
Fax/ Phone escalated to the appropriate vendor for resolution.
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NETWORK SUPPORT
Full support. Triage, troubleshoot and then escalate to the vendor for issues
Network Device Diagnosis not able to resolve.If complete hardware failure, replace network device.
Full Support. Return the device to its state prior to the failure. In the event of
network device failure, install new device, restore configuration from backup
Network Device Replacement and provide access and support. A complete network re-design is excluded
from this scope of services, but modifications to configurations and devices are
acceptable within assumptions.
Limited level of support. Prosum will support the management of the Lync
telephone system, switches, desktop sets, etc. This includes documentation,
software/firmware upgrades, moves/adds/changes, troubleshooting basic
Telephone Network problems, etc.
Prosum will maintain ownership of the Microsoft Lync system. If necessary,
Prosum will partner with a third party phone services company to support
advanced issues and major upgrades.
Limited level of support. Prosum will provide support for minor
modifications to website content. This includes documentation,
Website moves/adds/changes,troubleshooting basic problems, etc.
Prosum will work closely with the contracted vendor responsible for the
website to support advanced issues and major upgrades.
APPLICATION SUPPORT
Full support. Triage, troubleshoot and resolve issues for Microsoft core
Microsoft Core Diagnosis applications such as Active Directory, Exchange, SQL, SharePoint, etc. Escalate
to application vendor for issues not able to resolve.
Line of Business (LOB) Limited level of support. Provide initial issue diagnosis and then provide
Diagnosis intermediary services by working with the application vendor on RPV's behalf.
Limited level of support.Return the application to its state prior to the failure
by leveraging the application vendor for application installation/configuration.
Application Replacement Assigned Onsite Resources can be leveraged for workstation replacement, OS
upgrades, and application deployments within the confines of
the ".ssumFltions.
HELP DESK TELEPHONE SUPPORT
End users will have unlimited access to the Prosum customer care toll free line
during operating hours for all incident priority levels. The hours of operation
Customer Care Line are from 6:OOa to 6:OOp PST with an on-call engineer rotation covering after
hours support for emergency requests (P1 and P2) only. Non-emergency
requests will be addressed on the next business day.
PROSU M 25
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2.4 ADVISORY SERVICES
RPV`s assigned Site Lead provides advisory services for IT operations and will assist the IT Manager and your
leadership team to make the right IT strategy and spending decisions. We utilize our extensive enterprise
and municipality experience and our exposure to the latest industry trends to bring innovative ideas to the
table that will help your business be more productive, be more competitive, and save you money.
2.4.1 SCOPE
Type of Operation Operating Level Objectives
IT OPERATIONS
Annual Technolo Roadma Jointly create an annual IT project and investment roadmap alongside RPV IT
gy p Manager.
Full support. Assist the business units with major line of business system
enhancements planning, coordinate with vendors, and provide cost estimates.
System Enhancement and Major LOB application releases will be completed by the application specific
Upgrade Planning vendor. Assigned Onsite Resources can be leveraged for workstation
replacement,OS upgrades,and application deployments within the confines of
the Assumptions.
Provide recommendations and competitive quotes through 3rd party providers
Procurement services for required hardware and software
26
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3. IMPROVEMENT PROJECTS (POOL OF CONSULTING HOURS)
RFP Section Pool of Consulting Hours
Changes from RFP • None
Description Use of consulting services for the implementation of an improvement
project.
Service Type Annual Retainer: —100 hours of services that are outside of the scope of
the n-Service and Support (basic services) portion and cost of this
Agreement.
Outcomes/Deliverables Specific to each engagement
Assumptions i RPV will issue Prosum a PO for $12,500 in each fiscal year for
consulting hours to pool from throughout the year. RPV will authorize
these hours in advance and will pay for these hours as used.The hours
will expire at the end of each year. Hours will be billed at the rates set
forth in Section 3.1, Rate Table.
Escalation support not provided by Prosum resources for some
Proactive and Responsive tasks that Prosum must pay for using a
third part vendor, which fall under Limited level of support within the
respective Scope, may be billed from the additional service PO at the
cost paid by Prosum upon approval from the RPV IT Manager
provided that the total number of hours is more than 10/year.
Prosum will coordinate and receive approval from RPV prior to
escalating such work.
As was documented in the Response to Clarifications document presented on March 7, 2015, the following
outlines examples of services that are within and outside of the scope of the IT Service & Support
agreement.
Scope of Services Prosum Scope of
Examples
Requested Services Proposed
2 T1 - Help desk First level triage of all support issues, business Included in scope
staff for day to system triage
day operations Printer problems, changing email lists, adding
users, assist with peripherals
Meeting setups, issue laptops for travel, mobile
device setup
Minor computer problems or software
questions or issues
T2 - Staff to work Adding pictures to Lync/Exchange/SharcPoint Included in scope
on minor Set up controller for new access points and
upgrades install the access points (cabling needed)
PROSUm 27
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Configure new/different telephones for power
telephone users
2 T3 - Staff available Install certificates on Exchange and Lync Included in scope
for escalation Add remote site VPN connection to City Hall
1,='1 Vendor Escalation Lync telecommunications 10 hours/year
Line of Business application issues outside of paid by Prosum
standard usage (upgrades, major outages) included in
scope
Vendor support
agreements
required
3.1 RATE TABLE (ADDITIONAL SERVICES NOT INCLUDED IN BASE SERVICES)
[ i
,f After Hours
1 Possible Positions Hourl Rate Hourl Rate
IT Manager $125 $156
Systems Administrator
Operations Manager
Data Base Administrator
Systems Analyst—Technical $175 $219
Sr. Project Manager
Lync Engineer
Solutions Architect $225 $281
Lync Architect
Security Architect $250 $313
Project Manager
Programmer/Analyst $150 $188
Network Engineer
Systems Engineer
Systems Analyst- Business
Support Engineer $75 $94
Help Desk Analyst $50 $63
Help Desk Engineer $200
$65 $250
$81
3.2 SCOPE
Individual Scopes of Work will be created for any major projects.
28
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PRICING & TERMS
PRICING
SERVICE TRANSITION
Date of Service Date May 18, 2015
Total Contracted Cost $50,100 (one time—project)
Pa ment Terms $25,050/month for May and June 2015
IT SERVICE &SUPPORT (BASE SERVICES)
Date of Service Date July.1, 2015
Total Contracted Cost $172,380 (annual maximum) or $689,520 (maximum for 48 consecutive
months) j
Payment Terms $14,365/month for maximum of 48 consecutive months
IMPROVEMENT PROJECTS/ POOL OF CONSULTING HOURS (OUTSIDE SCOPE OF BASE SERVICES)
Date of Service Date July 1, 2015
Total Contracted Cost $50,000 estimated
Payment Terms $12,500 annual PO for each of the 4 years of the initial term (RPV only pays
for hours authorized by RPV IT Manager, on the Purchase Order and when
used) These PO hours are subject to a ten (10)percent agreement maximum
as identified in section 2 of the Agreement.
GENERAL ASSUMPTIONS
1. In order to achieve required SLA's, all supported devices must meet minimum supportable standards. In the
event that standards are not met, SLA's requirements will be adjusted, but Prosum will continue to provide
support services:
— Hardware must be under manufacturer's warranty or be within 1 year of its expiration
— Software must be supported by the vendor
— Backups must be successful and meet the recovery objectives of the business
— Environmental controls for cooling and power
— Mobile devices must be in carrier-approved format(may not be'jail broken'for cross carrier use)
2. The content of this document is based on information presented in the RFP released by RPV in January of 2015.
3. Prosum intends to support all desktop applications that are included in the standardized software image,as well
as Microsoft enterprise applications such as Exchange, SQL and Lync. 3rd party application support will be
limited, as discussed elsewhere in this Statement of Work. During Onboarding, the parties will agree upon and
document a list of specific applications and applicable support responsibilities. Prosum will provide best effort
for defined applications.
PROSUM 29
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4. Prosum will not pass along any fees incurred resulting from escalation and resolution tickets with Microsoft or
Citrix(if applicable) on to RPV. Problem escalation and resolution with RPV's Line of Business application
vendors is included in standard maintenance, provided the time spent resolving the issue complies with the
percentage of Prosum staff time Assumptions. Time in excess of the assumption will be billed in addition to
the monthly fees associated with the Agreement. Prosum will notify RPV of possible expected costs for
vendor escalation fees prior to engaging services.
5. RPV is required to purchase/upgrade hardware per the mutually defined and agreed upon hardware and
software lifecycle management/refresh policy that Prosum and RPV will jointly define during this engagement.
Failure to comply with the refresh policy will negate the operating level agreements defined in this Statement of
Work.
6. As of April 8,2014, Microsoft no longer supports Windows XP Operating Systems therefore Prosum will no longer
provide support on Windows XP systems.
- Prosum will assist RPV with composing a migration and/or transition plan which will incur additional
costs outside the scope of this agreement
7. As of July 14, 2015, Microsoft will no longer support Windows Server 2003 Operating Systems therefore Prosum
will no longer provide support on Windows Server 2003 systems.
— Prosum will assist RPV with composing a migration and/or transition plan which will incur additional
costs outside the scope of this agreement
8. RPV is responsible for maintaining all valid hardware and software licensing and maintenance agreements.
9. Notwithstanding Prosum's obligations above, Prosum will use common best practices to prevent and minimize
virus attacks.Prosum shall be relieved from any applicable operating level objectives to the extent that any failure
to meet such operating level objectives results from a new or unknown virus being introduced into the
environment as a result of the customer or its users deliberately or negligently introducing any virus.
10. Prosum will charge time and material fees for the introduction of new server, networking,or desktop equipment,
with following exceptions:
— No additional charges will be incurred if an existing device has completely failed and requires full
replacement.
— Under these exceptions,the monthly fees paid by RPV for IT support services will cover the cost of
introduction of new equipment.
11. Prosum directly supports the monitoring and troubleshooting for all devices and components related to the data
circuits starting where the data circuit terminates at the demark location. Prosum troubleshoots data circuit
problems beyond the network devices with the data circuit service provider directly and will work with the service
provider through resolution.
12. RPV will provide Prosum personnel with access to relevant external and internal systems,as Prosum may require.
This includes system information such as login information,Internet accessibility, physical security clearance and
other interfacing systems.
13. Root Cause Analysis (RCA) for support incidents will be included in the monthly status reports.If the RCA
determines that the incident and/or problem was outside Prosum's scope of provided services, Prosum will bill
RPV at standard project rates the pricing and terms of this agreement with advance approval of the RPV IT
Manager
14. The total number of supported devices will be evaluated on a quarterly basis for changes due to organic growth
and attrition. Growth that exceeds 10%annually will require a change order to the Agreement, and will require
written validation from RPV's authorized officer. If the environment shrinks through consolidation of services,
30
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substantial reduction of trouble tickets or scope of services as described herein, Prosum will work jointly with the
IT Manager to potentially reduce the monthly support fees to reflect the changes.
15. Any major improvements, remediation or project work outside the scope of this Scope of Work will be
discussed with RPV management for future action as part of the review of the health check and roadmap
deliverables. Changes to the environment that are out of scope are not included in this Scope of Work and can
be provided separately upon request.
— Prosum will make every effort to leverage the onsite presence for minor project work such as
desktop deployments as long as their effort does not exceed the 75%. RPV also understands that
this may result in longer duration for project completion.
16. RPV and Prosum shall both designate a representative to be the Primary Point of Contact (PoC). These
representatives shall be the focal point for all communications relative to this Agreement and shall have the
authority to act on their respective organization's behalf in matters regarding this engagement.
— This single point of contact will be responsible for facilitating communications between the Prosum
support team and RPV to ensure that critical target"go live"deadlines are effectively managed.The
timeliness of communications and review will directly affect Prosum's ability to meet agreed upon
schedule deadlines.
17. All travel, within Southern California, is included. Travel outside of this area and associated expenses will be
invoiced to the client as a pass-through.
— Should it be necessary for Prosum to visit RPV sites outside of the Southern California area, RPV will
reimburse Prosum for reasonable and actual travel related expenses incurred during the course of
this support agreement. Prosum can coordinate travel through the RPV's preferred travel services
provider, if needed.
CHANGE ORDERS
Once a statement of work has been signed, any modifications to the scope of work described herein will
require a change order mutually agreed upon and issued in accordance with the Agreement. A change
order will be negotiated and may define new requirements that may impact delivery time and cost.
DEFINITIONS
Except as otherwise expressly defined in this Exhibit A, Scope of Work, all terms used herein shall have the
meanings set forth in the Agreement and Exhibit C to the Agreement, incorporated herein by this
reference.
PROSUM 31
Exhibit B — Service Level Agreements
Specific Service Level Agreements (SLA's) are subject to change based on
circumstances. appropriate and available measuring techniques, and technology in place
at the time. The overall scope of purpose of the specific SLA's are to remain similar.
Modifications to SLA's are to be made with the agreement of both Prosum and the City of
Rancho Palos Verdes, documented with a Change Request and included in this
Agreement.
Prosum and the City of Rancho Palos Verdes have agreed to a ramp up period to allow
the Prosum staff to fully transition and onboard the City before being held accountable to
the SLAs defined below. The SLAs will be tracked starting July 1, 2015 but Prosum will
not be held accountable until October 1, 2015 to account for process changes and
familiarization.
1.1 Service Level Agreements
The following SLA narratives provide additional definition as to the required functions to
be performed by the Proposer. Each SLA provides a description of the service. the
objective, job functions (requirements) and measurements (metrics). The City reserves
the right to add, change or delete any SLA during contract negotiation with the selected
Proposer. Regardless.. the Proposer is required to specifically define its approach to
meeting and exceeding each specific SLA.
1.1.1 a. Administrative/Reporting
Definition Reporting is the activity associated with the production of designated
reports and deliverables which include the formal reporting of management
information (e.g., performance metrics, and system accounting information)
and reporting of incident resolution and status to the City.
Objectives Provide accurate and timely reporting on technology performance, trends,
issues, assets, and other IT related topics as required by the City. Reports
are to be available in both hardcopy and electronic format.
Requirements Typical functions include but are not limited to:
• Measure and report quarterly on each SLA.
• Produce recommendations for measurement and reporting of
contractual SLAs.
• Provide City access to a problem tracking system which will allow for
Incident/Problem monitoring and ad hoc reporting.
• Provide status reports detailing the root cause of and procedure for
correcting recurring problems or critical issues.
• Report on service performance improvement results.
Metrics
Report Generation Reports reflecting contract performance (SLAB) are to be provided to the
City in hardcopy and electronic form as specified in the Statement of Work.
Hours of Availability N/A
Measurement Period Quarterly
Algorithm All reports are to be delivered quarterly within month of quarter end.
Target 100% of SLA reports are due 5 business days after the measurement
period
1.3.1 b. IT Document Catalog Management
IT Document Catalog Management is the activity associated with
maintaining IT technology documentation. Includes tracking (inventory) and
Definition maintaining documentation for all technology service components (e.g.
hardware, software, peripherals, etc.) as well as maintaining IT system
diagrams and specifics. policy updates and step-by-step procedures
documentation.
To maintain current IT documentation in support of installed City hardware.
Objectives software, networks and infrastructure information to assist in management
of the City technical environment.
Typical functions include but are not limited to:
• Maintain asset management tracking documents.
• Tag newly acquired technology assets.
• Track (inventory) all technology assets.
• Produce asset management quarterly reports.
Requirements • Assist in annual reconciliation.
• Insure information and documents related to licensing, support and third
party contracts are distributed to City.
• Document and diagram IT systems.
• Document procedures involved in support and system administration
related activities.
Metrics
IT Document Catalog IT Document Catalog content will be maintained electronically and updated
Updates at the time of any change.
Hours of Availability N/A
Measurement Period Quarterly
Alorifihm City conducts quarterly audit of select items in the IT Document Catalog.
g discrepancies are noted.
Target 100% accuracy
The availability of electronic technology asset reports including detailed
IT Asset Updates hardware assets, software licenses, and service contracts. Hardcopy
reports are t0 be made available upon request.
Hours of Availability N/A
Measurement Period Quarterly
Quarterly report on additions and deletions due to City by the 5th business
Algorithm day after the end of each quarter. City to audit selected records and note
discrepancies.
Target 100% accuracy
5.3.1 c. Physical Security
•
Definition Physical Security is the activity associated with maintaining the physical
environment around and within the City information technology facilities.
Objectives To provide clean, well-organized, closely monitored computing
environments for City technology operations. The management of the
facility should be proactive, forward-thinking and highly security
conscientious.
Requirements Typical functions include but are not limited to:
• Insure City procedures and standard best practices for physical security
are in place and City personnel are informed.
• Recommend physical support and improvements and/or changes in
documentation.
• Monitor environmental systems (e.g., UPS, HVAC) supporting the IT
Infrastructure.
• Work with City IT Services manager to coordinate activities of all IT
personnel working in equipment locations (e.g., equipment rooms.
network equipment closets, etc.).
Metrics
Access Log Access to City facilities is granted with an electronic Access Control
System. Any visitors and third party contractors to the Data Center(s)
should be reported to the City maintained on an Access Log available for
City staff review.
Hours of Availability Upon Request
Measurement Period Quarterly
Algorithm Review of Access Log and reconcile with City official building entrance
sign-in log.)
Target 100%
5.3.2 a. Help Desk Support
Help Desk pertains to the information technology support services which
Definition triage, process, track, and report on City staff requests for all IT requests for
service, information and problems.
Provide centralized resources as a single-point-of-contact for the City's
computer users as they seek technical assistance in order to resolve
technical operational issues. The objective of the help desk is to resolve all
Objectives IT requests upon contact by City staff, any calls that cannot be resolved
within 10 minutes are scheduled for resolution based on priority categories
as outlined below. For calls that are not the responsibility of service
provider, the help desk will liaison (middle man) with correct entity to
provide service in turning over the request.
Typical functions include but are not limited to:
• Help Desk Requests are inclusive of all technical assistance or
requests by the City and include but are not limited to requests for
Requirements assistance with computer error messages, Windows account. email.
telephone. and printing problems
• Meeting setup requests for laptops, communications or projectors,
copier or other device configurations
• New user setup or changes to user account or hardware setup
• Provide Help Desk solutions that meet the City's business needs and
defined service level requirements.
• Maintain operational Help Desk policies and procedures.
• Develop Help Desk scripts and knowledge base to improve staff
performance and self-reliance.
• Accept all incoming IT service requests and calls and re-direct/
escalate as necessary.
• Provide a single point of contact for, and coordinate all, end-user
requests for IT services.
• Provide technical support for inquiries on the features, functions and
usage of all business applications in use within the City and escalate to
application vendor if necessary.
• Identify, escalate, and manage all end-user IT requests to closure.
• Prioritize calls for City executives and mission critical end-users that
have been identified by the City during the transition period.
• Track/manage/report Help Desk metrics.
• Maintain centralized escalation contact list, vendor maintenance
support and 3rd party vendor contact lists within City contact list as
specified.
• Dispatch on-site support/ IT service technicians when unable to resolve
remotely.
• Categorize, prioritize and log all helpdesk calls (e.g.,
Inquiries/Problems/Work Requests/Changes).
The Help Desk should make every effort to resolve IT issues at the time of
the initial call. This will be the initial method for resolving issues before
assigning a priority level. The following priorities, when appropriate.
describe the levels assigned to calls/tickets and the associated completion
time commitments. Note that with agreement by the City, IT issues or
requests may be moved from a Priority Category to a long term project and
will no longer be required to meet noted SLA completion requirements.
Priority One (Critical) All critical issues having a severe impact on business
operations, including but not limited to the following criteria:
• Multiple workstations unable to perform business critical services
• Business Critical Network Applications down (Permitting. Finance
Application, Laserfiche, etc.) List of critical systems to be captured
during the onboarding process.
• Network communications disruption, intrusion detection or virus
Priorities outbreak impacting business critical services
• Widespread loss of access to the City network, internet, file system.
printing that impacts business critical services
• Critical computer issue related to City Council, Agenda Preparation.
Planning Commission or other critical timelines or meetings.
• IT support will provide immediate acknowledgement to user and timely
attempt to restore access to IT Systems.
• IT Support will provide resolution no more than 2 hours after reported.
Priority Two (High) All issues with significant impact or time sensitive
requests that directly,affect important administrative functionality and/or a
large number of users, including but not limited to the following criteria:
• User is unable to log on to workstation, (account is locked. reset of
password, etc.)
• Application affecting one user's ability to perform work (Account
settings, security, etc.)
•
• Printer, computer, peripheral issue effecting users ability to perform
work with no alternative printer available and/or work around.
• User's desktop or laptop is locked, workaround not available.
• High priority user device or PC moves or changes
• IT support will provide immediate acknowledgement to user and timely
attempt to restore access to IT System.
• IT Support will provide resolution no more than 4 hours after reported.
Priority Three (Normal) Default level for issues that do not require
expedited handling and doesn't directly affect core business functions or
important administrative functionality, and generally only affects one or a
few users, including but not limited to the following criteria:
• User request for enhancement
• Account modification (application, mail, network)
• Any service request not impacting production (non-critical user device,
PC moves, replacements, training. etc.)
• Scheduled events
• IT support will provide same day acknowledgement to user and a one
week resolution, a timelier attempt to satisfy user request may be set
based on issue circumstances.
• IT Support will provide resolution no more than 1 week after reported.
Priority Four (Low/Requests) This level is not time sensitive and has no
immediate impact on the business functions or administrative functionality.
Requests will generally consist of requests for new hardware, software.
and/or upgrades (Move/Add/Change). Some examples i5nciuding but are
not limited to the following criteria:
• Preplanned and approved new software requests
• Non-emergency new hardware requests
• System conversions or changes
• IT support will provide same day acknowledgement to user and two
week resolution, with exemptions based on circumstances.
• IT Support will provide resolution no more than 2 weeks after reported.
Metrics
Hel Re uest Total elapsed time to provide a help request confirmation notice including
p q initial triage via the help desk solution, in person email notification and/or
Confirmation telephone call to original caller.
Hours of Availabilit City business hours are Monday-Thursday 7:30 a.m. to 5:30 p.m.. and Fri.
y 7:30 a.m. - 4:30 p.m. Excluding City Holidays.
Measurement Period Monthly
For Critical and High categorized incidents- Number confirmed within 1
hour*100/Total number of critical and high tickets
Algorithm
For medium and low- Number confirmed within 1 day*100/Total number of
medium and low tickets
Target 90% within target.
Help Desk Based on the priorities definition table, the elapsed time by priority for the
Completion completion for each call.
•
Hours of Availability City business hours are Monday-Thursday 7:30 a.m. to 5:30 p.m.. and Fri.
7:30 a.m.- 4;30 p.m. IT services are required to be operational 365 days
per year, 24 hours per day, unless scheduled for maintenance. 7 days per
week. Emergency services may be required after hours to support City
business continuity.
Measurement Period Monthly
Algorithm ((Total help desk incidents (minus website change requests) that met the
completion time target per priority)/(Total help desk incidents))*100
Target 90% within target
5.3.3 a. Systems and Server Operations
Definition The day-to-day management of the installed server and system
hardware and software environment. Activities include system
monitoring and troubleshooting, computer processing for batch and on-
line systems, data storage, system updates, and output management.
Includes activities normally associated with the daily running of a computer
center.
Objectives To efficiently manage and utilize the IT equipment located in the City's
computer rooms. These activities include the management of consumables,
system input and output, storage management, security and system updates,
system backups, etc. The goal of IT Operations is to provide trouble-free.
well-coordinated, on-schedule production operations within the City IT
Division.
Requirements Typical functions include but are not limited to:
• Within the City's IT operational environment:
• Design, install and manage all server systems used to deploy technology
services to the City including managing and monitoring workload
processes across all platforms and recommending changes to make
systems more efficient or robust.
• Manage after hours support calls and respond per defined process.
• Provide technical support and coordinate maintenance services for
equipment used within the IT infrastructure.
• Support computer room operations(e.g. systems monitoring. Incident
diagnostics, troubleshooting, resolution and escalation. security
management; and capacity planning/analysis).
• Provide data backup and restoration services.
• Deploy and manage servers, storage devices and peripherals.
• Deploy updates and security patching and identify and report system or
business application problems.
• Perform job scheduling and execution on appropriate systems, reporting
and resolution activities.
• Interface with vendors to update and troubleshoot server system issues.
• Interface with vendors or other 3rd parties to complete requested system
integrations or other setups that are outside the scope of day to day
support.
• Maintain, manage and document the storage network. media library and
media management system.
Metrics
•
System Availability Percentage of time servers are available for use during scheduled uptime.
Provider tracks any downtime. Planned outages are not included in the
availability calculation.
Hours of Availability 24x7x365 excluding planned maintenance outages
Measurement Period Monthly
Algorithm ((Total hours of scheduled availability—downtime) /total hours of schedule
availability) * 100
Note: Each server will be tracked separately, but in regards to calculating
system uptime, all servers will be combined and/or aggregated for an overall
availability percentage target.
Target 99.5%
5.3.3 b. Business Application/Database Management
Business Application / Database management is the activity associated
with the support and maintenance of existing and future business
Definition applications / databases. These activities include managing business
applications system and data, performance, recovery and integrity. All data
sets residing on City storage devices (tape or disk) whether owned by the City
or an outside agency.
To maintain and secure all City applications/databases in a fashion that they
Objectives are available and perform efficiently, conserve physical space. are secure. are
properly backed up and can be restored in case of an emergency
Typical functions include but are not limited to:
• Provide business application support of 3rd party systems in support of
departments.
• Provide security administration for all databases.
• Monitor databases for breaches and potential breaches in data security
policy and procedure.
• Create or refresh development and test databases from production data
when necessary.
• Execute database creation, configuration, upgrades, and patches.
• Execute all schema changes for all instances.
• Execute database data definition requirements for applications.
• Maintain documentation of database parameters and system settings for
all database instances.
Requirements • Define and execute database performance, log management and tuning
scripts and keep databases running at optimal performance for the City's
workload.
• Implement and administer appropriate database management tools
across all database instances.
• Provide technical assistance to third-party contractors for troubleshooting,
integrations and upgrades
• Open, track, and manage to resolution all database problems.
• Provide database storage management.
• Execute the City's database backup and recovery policies.
• Support of application and web services associated to business
applications.
• Support desktop configurations and software associated to business
applications.
•
• Insure backups include all defined business applications and systems.
Metrics
Backups are required for all production systems and that there is the ability to
Backups restore and recover on demand. Percentage of time all back-ups are
completed successfully. Back-ups must be verified for successful completion
and re-run if incorrect within planned maintenance windows.
Hours of Availability 24x7x365 excluding planned maintenance outages
Measurement Period Quarterly
Alorithm ((Total backups— Backups outside the defined backup window) /Total
g backups) 100%
Target 95% for production backups
5.3.3 c. Capacity and Performance Management
Definition Capacity Management is the activity associated with ensuring that the
capacity of the IT infrastructure matches the evolving demands of City •
business in a cost-effective and timely manner. Performance Management is
the activity associated with tuning the IT Infrastructure components for optimal
performance. Technology infrastructure components include. but are not
limited to, virtual infrastructure, servers, routers, communications circuits.
switches, and disk storage devices.
Objective Monitor and continuously improve the performance and throughput of
infrastructure components based on current demands and future
requirements.
Requirements Typical functions include but are not limited to:
• Define, develop and implement tools that allow for effective capacity
monitoring/trending of IT infrastructure components.
• Assess capacity impacts when adding, removing or modifying
applications.
• Monitor IT resource usage to enable proactive identification of capacity
and performance issues.
• Capture trending information and forecast future City capacity
requirements.
• Assess incidents/problems related to throughput performance.
• Recommend changes to capacity to improve service performance.
• Assess impact, risk and cost of capacity and performance changes_
• Conduct capacity and performance planning activities that incorporate all
systems, sub-systems, software, workload balancing, and resource
allocation.
• Monitor and manage capacity within all IT systems to maximize
performance and efficiency and to minimize IT service disruptions.
Metrics
Capacity Analysis and As part of the annual City Capital Improvement Budget process. develop an
Forecast Report annual Capacity and Performance Analysis/Utilization/Forecast Report that
details the current state of resource use and consumption as compared with
industry standards. The report will be used as justification for new or
additional resources based on industry technology advancements and will
• •
serve as notice of pending operational issues in advance of system
degradation.
Hours of Availability N/A
Measurement Period Annual
Algorithm The report is due each January as part of the annual IT Department's Budget
submission to City management.
Target 100%
5.3.3 c. Disaster Recovery
Definition Disaster Recovery (DR) encompasses all services. assets and facilities
necessary to meet the City requirements for business continuity.
Objectives Provide technology disaster recovery capabilities in the event of an unplanned
situation which renders the computing infrastructure inoperable.
Typical functions include but are not limited to:
• Recommend best practices for IT Service Continuity and Disaster
Recovery strategies, maintain DR policies and procedures.
• Create and/or maintain the Disaster Recovery(DR) plan.
• Produce, at the start of each fiscal year, a revised DR Plan to continually
meet City Business Continuity objectives and update IT Document
Catalog.
Requirements • Perform a semi-annual DR test.
• Perform corrective action identified during the DR test and provide
ongoing status until complete.
• Maintain and document requirements for off-site data storage.
• Recommend and coordinate secure offsite storage for designated media
and transport media to offsite location as required.
• Ensure archived data is available for use in disaster recovery operations.
• Execute actual DR procedures when directed by the City during a
disaster.
Metrics
Disaster Recovery
Plan Testing Semi-annual test of an aspect of the Disaster Recovery Plan and subsequent
modifications to the DR Plan to reflect test results.
Hours of Availability Recovery capability 365 days/year.
Measurement Period Annual
Algorithm Provider submits testing results and any corrections noted during the test of
that portion of DR plan.
Target 100%testing complete and deficiencies corrected within 60 days of testing
5.3.4 a. Email/Messaging/Conferencing
Email pertains to all the hardware and software components needed to
Definition maintain and support electronic mail (Email) including filtering, routing, etc.
The current Email system is based on Microsoft Exchange and includes Email
account management, Exchange software updating and support.
•
management of Email server resources, server capacity analysis and
consolidation required to deliver email to users both inside and outside the
network using Outlook Web Access.
Unified Messaging is a comprehensive system of instant messaging and
video conferencing based on Microsoft Lync and all components required to
deliver services to users internal to the network and on Microsoft mobile
devices outside the network.
Conferencing is based on Microsoft Lync and includes all server and user
components required to deliver conferencing content to users.
All Email, Unified Messaging and Conferencing applications will be
maintained to within one major version of the current released product. The
Objective Exchange and Lync servers will be patched and updated as needed to ensure
continuous reliable transport of Email and Communications to and from City
users.
Typical functions include but are not limited to:
• Assist in production and update of associated operational policies and
procedures.
• Produce recommendations for Exchange and Lync application standards.
• Design, test and implement approved updates and patches to Email.
Messaging and Conferencing Services.
• Implement approved backup/recovery procedures based on City's
requirements.
Requirements • Implement and maintain Email retention policies based on City's
requirements.
• Manage Email Services to meet operational needs.
• Manage Exchange application. Outlook Web Access, ActiveSync and
Lync messaging components.
• Maintain Email and other associated accounts for users.
• Maintain Email Services to Minimum Service Levels.
• Protect against SPAM and malicious software.
• Support secure remote access to Email resources to authorized users.
Metrics
Response Time Length of time Exchange system and network transmits and processes
request and returns data to user's computer screen.
Hours of Availability 24x7x365, excluding planned outages
Measurement Period Monthly
Algorithm Test transactions will be sent to/from 50% internal and 50% external mail
servers once per hour between 8:00AM and 5:00PM. Monday through Friday.
Transaction (10) * Number of test days in the month/Total number of possible
transactions
Target 99% of email delivered within 3 minutes
v.?.4 hv. Telephone et-riiv ec
Telephone system support includes management of the Microsoft Lync
Definition telephone system, switches, desktop sets, FAX machines, cell phones.
voicemail, analog telephone lines, DID telephone numbers and
communications lines that make up the City's phone system.
•
Telephone system support are the activities associated with the day-to-day
management of the City's voice communications including:
• Telephone and associated systems management and troubleshooting
(performance, incident, move/add/change, and capacity monitoring)
• Implementation and management of a system that gathers usage
statistics
Components
• Working with and manage public carriers and other circuit providers to
perform operational activities
• Maintaining all components of the telephone systems (e.g.. hardware.
software, programming, lines, DIDs. etc.)
• Managing switch configurations, voicemail configuration. and handset
configuration.
• Cell phone and mobile device setup and troubleshooting related to email
and messaging.
Telephone system support includes the effective operation of the City's
telephone and voicemail systems through the use of a multi-layered
Objective communications structure. Telephone system support provides the resources
necessary to ensure the City's voice services are well-designed. scalable.
efficient, and economical.
Typical functions include but are not limited to:
• Document phone switch configuration including line, DID, and trunk
schemas
• Manage the performance of public carriers (and other Third Parties) to
meet defined schedules and project plans
• Maintain telephone device's operating systems software and firmware
• Manage telephone set moves/adds/changes
• Maintain accurate telephone directory listings
• Develop and document in the Procedures Manual Telephone Systems
Requirements Monitoring/Reporting, Incident management, and Operations procedures
• Troubleshoot basic problems users experience with telephones. cell
phones and/or voicemail
• Backup the configuration of the phone switch and voicemail systems
• Provide technical support and coordinate maintenance services for
telephone equipment serviced by either the manufacturer or any third
party providers
• Conduct technical reviews and provide recommendations for
improvements to the telephone system that increase efficiency and
effectiveness and reduce costs.
Metrics
Telephone System Availability is the amount of time all systems are available for use. Planned
Availability outages are excluded from the availability calculation.
Hours of Availability 24x7x365. excluding planned outages
Measurement Period Quarterly
Alorithm ((Total telephone server availability
in minutes—total planned outage
g minutes) /total available minutes) 100
Target 99%
5.3.5 a. Network Management
110 411
Definition Network Management includes all Local Area Network (LAN) and Wide Area
Network (WAN) management to include all network connections as well as
point to point, frame relay, dedicated Internet connections. broadband. VPNs
and wireless technologies. Network Management also includes the
management of all LAN devices and traffic. In addition, Data Network
management includes Virtual Private Network (VPN) services for the
management of remote users to connecting to the City's network over the
public Internet. Network management includes the management of
wireless access points and other wireless technology and devices.
Objectives • Network Management provides the effective operation of the City's
technical infrastructure through the use of layer 2 and 3 infrastructure
components. Network Management services provide the resources
necessary to ensure the City's network is well-designed. scalable.
efficient, and economical.
• The activities associated with the day-to-day management of the City's
communications network including:
• Network systems management and troubleshooting (performance. Incident,
change and capacity monitoring).
• Bandwidth management, tracking and reporting
• Usage statistics. device uptime tracking and warning and website filtering
• Working with and assisting public carriers and other circuit providers to
perform operational activities.
• Managing router configurations, firewalls, wireless devices and controllers.
• Manage subnets and internal and external Internet Protocol (IP) addresses
• Manage and coordinate the City's cabling needs
Requirements Typical functions include but are not limited to:
• Configure WAN/LAN (hardware, software) prior to installation.
• Document router, switches and wireless device configuration files and IP
addressing schemas.
• Manage the performance of public carriers (and other Third Parties) to
meet defined schedules and project plans.
• Maintain Network devices operating systems software and firmware.
• Manage file transfers. encryption and other secure data movement
activities.
• Maintain IP addressing schemes, router configurations. routing tables.
VPN configurations, wireless configuration, etc.
• Develop and document in the Procedures Manual Data Network
Monitoring/Reporting, Incident management. and Operations procedures,
• Implement tools for monitoring Network devices and traffic.
• Install, test, and provide technical support, administration and security
administration for Remote Access hardware and software.
• Provide technical assistance and subject matter expertise as required by
City infrastructure staff and third-party solution providers for products and
solutions.
• Recommend WAN/LANNPN/Wireless/Firewall/Switching requirements
and standards based on industry best practices.
• Support all infrastructure software computer-processing services (e.g.
messaging, Internet, Intranet and Extranet).
• Prepare and provide Network design. engineering, security plans and
schedules to support new and enhanced applications. architectures and
standards based on established procedures.
Metrics
•
Transaction Response Length of time host systems and networks transmit and process requests
Time across the LAN and WAN and return data to end user's screen
Hours of Availability 24x7x365 excluding planned maintenance outages.
Measurement Period Monthly
Algorithm Test ping transactions will be sent to an endpoint selected at random. This
will be repeated 10 times, and the average response time of the 10
transactions will be recorded. Note: Contractor will work with City of refine test
environment and criteria.
Will be repeated at random times. Within 5 days of the end of the month:
(sum of test averages/ number of samples) = total response time
Target 95% total response time within 2 second
5.3.5 b. Network Security
Definition Data Security pertains to the processes and hardware/software assets used
to protect the network, all data attached to the network or flowing through it or
connected to the network. Network and Data Security allows day-to-day
business operations to function safely and securely and allows City or outside
users to perform only the actions that have been allowed. Services provided
within this component include, protection from unauthorized devices, firewall
services, intrusion detection, security monitoring, security architecture, data
protection, and prevention of malicious code from entering the network.
Typical functions include but are not limited to:
• Design, test and implement plans to secure network attached devices.
Requirements • Design, test and implement approved firewall policies.
• Work with third party to design and implement approved policies for
security vulnerability& penetration testing.
• Implement systems or procedures that allow for effective log management
and Intrusion Prevention Detection.
• Design, test and implement updates or patches approved for Security
assets.
• Provide support for all Security assets.
• Work with third party to provide reporting on security testing results
including required PCI security testing
• Identify and remove from the Network any malicious-code and/or devices.
• Identify and provide countermeasures for malicious code attacks.
• Provide technical expertise for security audits but utilize a third party for
intrusion detection and penetration testing
• Work with third party to provide fraud prevention. detection and reporting.
• Work with third party to conduct security vulnerability scans and
penetration testing.
• Provide ongoing recommendations for improved Security.
• Manage and coordinate with third party for testing Security Vulnerability&
Penetration.
• Provide reporting on Security Vulnerability & Penetration testing results.
• Document Security procedures requirements, standards. procedures and
policies, including regulatory requirements.
• Work with third party to provide Security plan and conforming IT
Infrastructure components based on Security requirements. standards.
•
procedures, policies and the City's Federal, State, and local requirements
and risks.
• Establish and implement security profiles based on security policies.
• Recommend security analysis and monitoring products.
• Report Security violations to the City.
• Assist in investigating and resolving Security violations as requested.
• Resolve Security violations that originate outside of the hosted network(s)
(e.g., denial of service attacks. spoofing, and Web exploits).
• Review all Security patches relevant to the IT environment and classify
the need and speed in which the Security patches should be installed.
as defined by Security policies.
• Install Security patches.
Metrics
Security Plan Work with third party to create and maintain a comprehensive Security
Management plan that details the steps to be taken to protect the City
computing assets and electronic data accessed and stored by the City. An
annual update will ensure that the plan conforms to the on-going changes in
the technical architecture.
Hours of Availability N/A
Measurement Period Annual presentation of proposed updates to City.
Algorithm Presentation of report will be within 30 days after the start of each calendar
year.
Target 100%
Vulnerability Test Completion of a network vulnerability or security assessment by an
independent contractor and/or third party to evaluate the risk of unauthorized
network penetration.
Hours of Availability N/A
Measurement Period Annual
Algorithm No"critical" vulnerabilities noted post remediation efforts.
Target 100%
5.3.6 a. Web Site Support
Web support of the City's hosted public facing web presence, internal City-
wide intranet (SharePoint), and any website technologies used by City
business systems. The City's web site is http://www.rpvca.gov. The City's
Definition Intranet is//sharepoint, there are several business applications that use java
and Silverlight enabled website interfaces. Support for Granicus website
streaming for City Council meetings.
Objectives Integrate business applications, streamline processes, and leverage the latest
web techl Iologies to benefit the City and the citizens Is of Rancho Palos Verdes.
Typical functions include but are not limited to:
• Provide administrative support of web operations. maintenance, and
Requirements development with third party vendor who owns the website application.
• Provide technical consultation and coordination for departmental web
projects, interfaces and initiatives and work with third party vendor for
implementation.
• •
• Assist with basic graphic changes and other minor updates to web based
applications of a technical nature.
• Assist with web based forms, epayment solutions. CRM solutions and
other methods of interacting with residents.
Metrics
Assistance Re quests Web assistance requests include all web technology upgrade. integration or
q assistance requests that are able to be completed.
Hours of Availability 24x7x365, excluding planned outages
Measurement Period Monthly
As tracked in the help desk solution ((Total website help desk requests that
Algorithm did not miss the completion time target per priority)/Total website help desk
requests) * 100
Target 90%
Exhibit C — Definitions
Except as otherwise provided in the Agreement or any Exhibit attached to the Agreement. all
terms used in the Agreement and any Exhibit attached thereto shall have the meanings set
forth below.
TERM DEFINITION
Actual Uptime Of the Scheduled Hours, the aggregate number of hours in any
month during which the applicable application or system is available
for use by Customer users
Availability Actual Uptime plus Excusable Downtime divided by Scheduled Hours
(i.e., percentage of scheduled availability) measured on a rolling
average of two consecutive months for each applicable application or
system
City City of Rancho Palos Verdes. Also referred to as "REV.'
Coverage Hours 6am to 6pm PST, Monday through Friday, excluding Holidays. shall
apply to all services except otherwise established in this agreement.
Excusable Of the Scheduled Hours, the aggregate amount of time in any month
Downtime during which the applicable application or system is unavailable (a)
due to agreed-upon times for preventive or remedial maintenance,
system upgrades, etc., (b) as a result of a force majeure event as
described in the Master Services Agreement. (c) due to failures. to
perform by City's third party vendors, or (d) other failures not
attributable to Prosum or its performance, including power or
communication outages, phone company or network circuit provider
problems, recent virus attacks, and acts or omissions of City and/or
its users
Holidays Those days specified in the City's annual Holiday schedule
Network Availability The Actual Uptime plus Excusable Downtime divided by Scheduled
Hours (i.e., percentage of scheduled availability) measured on a
rolling average of two consecutive months for a remote location to be
able to access computing resources at the Main Site expressed as a
R6876-0001\1825289v 1.doc
11110
percentage
Response Time The elapsed time between a user submitting a problem (via phone.
email, or in-person) and the Help Desk acknowledging the call (via
phone, email or in-person), assessing severity, and giving the user an
expectation as to start time for resolution. The elapsed time applies
only to periods within Coverage Hours.
Scheduled Hours The days of the week and the hours of the week that each applicable
application or system is scheduled to be available for use by users.
subject to Excusable Downtime. During transition. Scheduled Hours
shall be the same as Coverage Hours until otherwise agreed by the
parties.
System Platform Actual Uptime plus Excusable Downtime divided by Scheduled Hours
Availability (i.e., percentage of scheduled availability) measured on a rolling
average of two consecutive months for a specific platform (hardware
and operating system).
Tier 1 Resolution The elapsed time, within Coverage Hours, between the Response
Time Time and when the technician has resolved a Tier 1 issue.
Tier .1 The tasks which can typically be resolved remotely on the first call,
such as login, password, account problems. and general LAN
administration issues.
Technical The elapsed time, within Coverage Hours, between the Response
Resolution Time Time and when the technician has resolved the issue from a
technical perspective to the best of their knowledge.
Total Resolution The elapsed time, within Coverage Hours, between the Response
Time Time and when the user validates (via phone, email or in-person) that
the problem is solved to their satisfaction. This is the time when the
trouble ticket may be closed. "Total Resolution Time" can equal
"Technical Resolution Time" if the user is present and validates the
fix when the technician finishes their work. If the user is not present.
the Help Desk will follow up with the user at least once every working
day to obtain validation before closing the ticket. If the user does not
respond after two (2) working days, the ticket will be deemed closed.
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Virus Any malicious computer program commonly known as viruses. Trojan
horses, worms or malware.
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