Palos Verdes on the Net (2014) 110
Professional/ Technical Services Agreement for
Services Regarding the Information Technology System of the
City of Rancho Palos Verdes
Between
Palos Verdes on the NET, Computer Technology
Center, a California nonprofit public benefit education
corporation ("CONSULTANT")
The City of Rancho Palos Verdes
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THIS AGREEMENT ("Agreement") is made and entered into this July 15, 2014
by and between the City of Rancho Palos Verdes (hereinafter referred to as the "CITY")
and Palos Verdes on the NET, Computer Technology Center, a California nonprofit public
benefit education corporation (hereafter referred to as "CONSULTANT").
IN CONSIDERATION of the covenants hereinafter set forth, the parties hereto
agree as follows:
ARTICLE 1
SCOPE OF SERVICES
1.1 Description of CITY'S Information Technology System
The CITY'S information technology system is described in the attached
description of the CITY'S Information Technology System, Exhibit A, "City System" which
is attached hereto and incorporated herein by this reference.
1.2 Description of Services
CONSULTANT shall provide all services necessary to operate and maintain
CITY'S Information Technology System, or any modifications made to it, in accordance
with information technology industry best management practices, in accordance with the
attached Scope of Services (see Exhibit "B") and Service Level Addendum (see Exhibit
"C"), both of which are attached hereto and incorporated herein by this reference. In the
event of any conflict between the terms of this Agreement and incorporated documents,
the terms of this Agreement shall control.
CONSULTANT shall not be responsible for delay, nor shall CONSULTANT be
responsible for damages or be in default or deemed to be in default by reason of strikes,
lockouts, accidents, or acts of God, or the failure of CITY to furnish timely information or
to approve or disapprove CONSULTANT's work promptly, or delay or faulty performance
by CITY, other consultants/contractors, or governmental agencies, or any other delays
beyond CONSULTANT's control or without CONSULTANT's fault.
1.3 Use License
CONSULTANT has developed proprietary computer programming codes used
in connection with various software, including, but not limited to, Microsoft SQL, Cold
Fusion and Java Script, which are operating on severs owned by CONSULTANT and
utilized in the delivery of services to CITY, including, but not limited to, website services,
the Listserver system, the emergency notification system, the Emergency Incident
Management System, the GIS System and the Inventory Management System.
CONSULTANT retains ownership of such proprietary computer programming codes and
grants a user license to CITY for these codes and programs provided by CONSULTANT
during the term of this Agreement.
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1.4 Purchasing
All purchasing of CITY software and hardware shall be centralized with the
Department of the City Manager to ensure that purchases conform to CITY standards,
integrate into the CITY'S IT system, that the price and benefits have been considered,
and costs are provided for in the City's budget. The IT Manager, or his or her designee,
will work in conjunction with CONSULTANT to evaluate the software and hardware
under consideration.
1.5 Licensing
The installation and maintenance of software and hardware shall be at the
direction of the Information Technology Manager. No employee, contractor or volunteer
shall install software and hardware on to the CITY'S IT System, without the approval of
the IT Manager. Any software installed on any system must have the proper licensing.
Unless otherwise provided in the applicable license, notice, contract, or agreement, any
duplication of copyrighted software, except for backup and archival purposes, may be a
violation of federal and state law. In addition to violating such laws, unauthorized
duplication of software is a violation of the CITY's user policy.
1.6 Change in Services
If agreed to by the Parties, Services and Service Levels may be modified without
changing this Agreement. For example, a new system replaces an old system, and by
agreement of both parties support for the old system is terminated and support for the
new system is started. Any change in services remains subject to the terms and
conditions of this Agreement. A memo signed by both parties will memorialize such a
change. All agreed upon changes in support will be included in an amendment to Exhibit
A "City Systems" or Exhibit B "Scope of Services" as appropriate.
ARTICLE 2
COMPENSATION
2.1 Fee
CITY agrees to compensate CONSULTANT in accordance with the attached
Fee Schedule (See Exhibit "D"), which is attached hereto and incorporated herein by
reference, for the services that are described in Article 1.
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2.2 Payment Address
All payments due CONSULTANT shall be paid to:
Palos Verdes on the NET
30940 Hawthorne Boulevard
Suite 101
Rancho Palos Verdes, CA 90275
2.3 Terms of Compensation
CONSULTANT shall submit monthly invoices for fixed rate monthly services by
the 10th of the month preceding the month in which services will be performed.
CONSULTANT shall submit individual invoices for Additional Services after work has
been performed and properly accepted as outlined in section 2.4 of this agreement. CITY
agrees to authorize payment for all undisputed invoice amounts within thirty (30) days of
receipt of each invoice. CITY agrees to use its best efforts to notify CONSULTANT of any
disputed invoice amounts or claimed completion percentages within ten (10) days of the
receipt of each invoice. However, CITY's failure to timely notify CONSULTANT of a
disputed amount or claimed completion percentage shall not be deemed a waiver of
CITY's right to challenge such amount or percentage.
Additionally, in the event CITY fails to pay any undisputed amounts due
CONSULTANT within forty-five (45) days after invoices are received by CITY, then CITY
agrees that CONSULTANT shall have the right to consider said default a total breach of
this Agreement and may be terminated by CONSULTANT without liability to
CONSULTANT upon ten (10) working days advance written notice to CITY.
2.4 Additional Services
CITY may request additional specified work under this Agreement.
CONSULTANT will only provide services authorized by CITY in a written Notice to
Proceed signed by CONSULTANT Services Manager, the CITY IT Manager and the
Department Head or Director for the staff person requesting additional services or their
designees. CONSULTANT will document time spent by its staff in the performance of
the additional services on the appropriate form, see the sample form in Exhibit E "Request
for Additional Services", which is attached hereto and incorporated herein by this
reference. Additional services which are completed or deemed to be work in progress
and were authorized by CITY in one month will be billed by CONSULTANT in the
subsequent month, and the completed "Request for Additional Services" form will be
attached to the invoice. No invoice shall be paid unless the "Request for Additional
Services" form has been completed and approved by CITY on the form.
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2.5 Term of Agreement
This Agreement shall commence July 15, 2014 and shall terminate on June 30,
2016, unless terminated sooner pursuant to Article 5.1 of this Agreement. Additionally,
there shall be an option to renew the Agreement for one (1)additional year with the mutual
written consent of both parties.
ARTICLE 3
COORDINATION, COMMUNICATION AND COOPERATION
3.1 Services Managers
Each Party shall appoint a primary and a secondary designee who will serve as
the primary point of contact for the other Party for matters related to the Support Services
in this agreement. These parties shall be known as "Services Managers" and will be
named in writing. The CITY Information Technology Manager will serve as the primary
CITY Services Manager. Either party may replace its Services Manager with a qualified
individual by notifying the other Party in writing of such new appointment and scheduling
a meeting of both parties at least two (2) weeks prior to the change, in order to review
documentation and inform all parties as to the status of projects.
3.2 Service Desk
A commercially available Service Desk solution that is agreed to by both
CONSULTANT and CITY Services Managers will track service tickets submitted by CITY
staff. The agreed to Service Desk will track response and resolution times used to
measure service levels, to track solutions and to generate reports. Both the CITY IT
Manager and CONSULTANT Services Manager will maintain Administrative access to
CITY related Service Desk and project data.
3.3 Reports
Reporting is used to document services performed by CONSULTANT and to
solve problems that will minimize the number of service requests and incidents and
improve service levels. Within three (3) normal working days following the end of each
week, CONSULTANT will provide the CITY with a "lessons learned" briefing following any
SILA incidents considered "Priority One - Urgent" as defined in Exhibit C "Service Level
Addendum". CITY has access to reporting at all times and can obtain a list of work
completed on projects at will. Service data that are not already documented in the Service
Desk will be reported by the CONSULTANT Services Manager to CITY IT Manager within
three (3) normal working days following the end of each week.
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3.4 Service Performance Reviews
The CITY IT Manager and CONSULTANT Services Manager will meet
formally once each week unless both parties agree to reschedule a meeting to review
Service Levels, address new requirements, review outstanding issues and other items as
needed. A central meeting agenda will be maintained that both the CITY IT Manager and
CONSULTANT Services Manager can access and submit agenda topics. Topics will be
added no less than 24 hours prior to the scheduled meeting.
3.5 Cooperation
The CITY IT Manager and CONSULTANT Services Manager or assistant service
manager will respond to critical queries from each within four (4) hours unless either is
unavailable, such as a day off or vacation. If either the CITY IT Manager or primary
CONSULTANT Services Manager will be unavailable for 4 hours or more in a normal
working day, they will notify each other before the period of unavailability.
ARTICLE 4
INDEMNIFICATION AND INSURANCE
4.1 Indemnification
CONSULTANT shall defend, indemnify, and hold the CITY, its officials, officers,
employees, agents and independent contractors serving in the role of CITY officials, and
volunteers (collectively "Indemnitees") free and harmless from any and all claims,
demands, causes of action, costs, expenses, liabilities, losses, damages or injuries, in
law or equity, to property or persons, including wrongful death (collectively "Claims"), in
any manner arising out of or incident to any acts or omissions of CONSULTANT, its
officials, officers, employees or agents in connection with the performance of this
Agreement, including, without limitation, the payment of all consequential damages,
attorneys' fees, and other related costs and expenses, except for such Claims arising out
of the sole negligence or willful misconduct of the Indemnitees. With respect to any and
all such Claims, CONSULTANT shall defend Indemnitees at CONSULTANT's own cost,
expense, and risk and shall pay and satisfy any judgment, award, or decree that may be
rendered against Indemnitees. CONSULTANT shall reimburse Indemnitees for any and
all legal expenses and costs incurred by each of them in connection therewith or in
enforcing the indemnity herein provided. CONSULTANT's obligation to indemnify shbll
not be restricted to insurance proceeds, if any, received by CONSULTANT or
Indemnitees. All duties of CONSULTANT under this Section shall survive termination of
this Agreement.
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4.2 General Liability
CONSULTANT shall at all times during the term of the Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Commercial General
Liability Insurance, with minimum limits of one million dollars ($1,000,000) for each
occurrence and two million dollars ($2,000,000)general aggregate for bodily injury, death,
loss or property damage for products or completed operations and any and all other
activities undertaken by CONSULTANT in the performance of this Agreement. Said policy
or policies shall be issued by an insurer admitted or authorized to do business in the State
of California and rated in A.M. Best's Insurance Guide with a rating of A: VII or better.
4.3 Automobile Liability
CONSULTANT shall at all times during the term of this Agreement obtain,
maintain, and keep in full force and effect, a policy or policies of Automobi le Liability
Insurance, with a minimum of one million dollars ($1,000,000) per claim and occurrence
and two million dollars ($2,000,000) in the aggregate for bodily injuries or death of one
person and five hundred thousand dollars ($500,000) for property damage arising from
one incident.
4.4 Worker's Compensation
CONSULTANT agrees to maintain in force at all times during the performance
of work under this Agreement worker's compensation insurance as required by the law.
CONSULTANT shall require any subcontractor similarly to provide such compensation
insurance for their respective employees.
4.5 Notice of Cancellation
(a) All insurance policies shall provide that the insurance coverage shall not
be cancelled by the insurance carrier without thirty (30) days prior written notice to CITY,
or ten (10) days notice if cancellation is due to nonpayment of premium. CONSULTANT
agrees that it will not cancel or reduce said insurance coverage.
(b) CONSULTANT agrees that if it does not keep the aforesaid insurance in
full force and effect, CITY may either immediately terminate this Agreement or, if
insurance is available at a reasonable cost, CITY may take out the necessary insurance
and pay, at CONSULTANT's expense, the premium thereon.
4.6 Certificate of Insurance
At all times during the term of this Agreement, CONSULTANT shall maintain on
file with the CITY Clerk a certificate of insurance showing that the aforesaid policies are
in effect in the required amounts. The commercial general liability policy shall contain
endorsements naming the CITY, its officers, agents and employees as additional
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insureds.
4.7 Primary Coverage
The insurance provided by CONSULTANT shall be primary to any coverage
available to CITY. The insurance policies (other than workers compensation) shall include
provisions for waiver of subrogation.
ARTICLE 5
TERMINATION
5.1 Termination of Agreement
This Agreement may be terminated at any time, with or without cause, by the
CITY or CONSULTANT upon one-hundred twenty (120) days prior written notice. Notice
shall be deemed served if completed in compliance with Section 7.14.
In the event of termination or cancellation of this Agreement by CONSULTANT
' or CITY, due to no fault or failure of performance by CONSULTANT, CONSULTANT shall
continue to be paid the monthly fixed compensation agreed to per Exhibit D "Schedule of
Fees" through the final date of the termination period as set forth above in this Section
5.1. In no event shall the amount of money paid under the foregoing provisions of this
paragraph exceed the amount which would have been paid to CONSULTANT for the full
performance of the services described in this Agreement.
5.2 Termination for Non-performance
a) CONSULTANT'S failure to maintain applicable levels of service as outlined
in Exhibit C "Service Level Addendum" for systems and support services set forth in this
agreement may result in termination of this agreement by City for non-performance.
CONSULTANT'S failure to maintain acceptable Service Level Agreement (SLA) levels of
service as outlined in Exhibit C "Service Level Addendum"for more than two months may
result in the termination of this contract by City for cause.
b) CITY shall issue A "Request to Address Service Level" letter to
CONSULTANT within 10 days following the end of any month the SLA standard was not
met. CONSULTANT will respond in writing within 10 days as to the actions it will take to
improve its SLA performance to acceptable levels or to dispute the service level for the
purpose of having the performance level revised. if CONSULTANT fails to meet the
Service Level Agreement standards in a second consecutive month, a second "Request
to Address Service Level" letter will be sent by CITY to CONSULTANT, and
CONSULTANT will again respond in writing within 10 days as to further actions it will take
to improve the SLA performance to acceptable levels or to dispute the service level for
the purpose of having the performance level raised. If the CITY IT Manager finds the
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response acceptable, CONSULTANT will be given a waiver for one additional month. .. If
CONSULTANT fails to meet SLA guidelines for three consecutive months, a notice of
intent to terminate this agreement will be sent to CONSULTANT'S representative as
outlined in section 7.14 with a termination date not less than sixty (60) days and not more
than one-hundred twenty (120) days from the date of the date of the notice of intent to
terminate.
5.3 Transition Period
(a) The Transition Period will include the date of the termination notice set
forth in Section 5.1 above. CONSULTANT will continue to provide IT Services as well as
Additional Services, if required by CITY for a smooth transition during the Transition
period until the last day of the Termination Period. All projects scheduled for completion
prior to the end of the Transition period shall be completed by CONSULTANT to the
satisfaction of the CITY to the extent that such project completion has not been
reassigned by CITY. CONSULTANT will not be responsible for delays that are out of the
control of CONSULTANT. Projects in process and scheduled for completion after the
end of the Transition period are not the responsibility of CONSULTANT to complete, but
CONSULTANT will follow Termination Cooperation guidelines outlined in section 5.4 of
this agreement.
5.4 Termination Cooperation
CONSULTANT and CITY shall continue to cooperate in effecting a smooth
transition of the IT Services. All documentation, data, information and recommendations
in the possession of CONSULTANT and not already in the possession of CITY shall be
turned over in their current electronic format to CITY as soon as is practically possible
and no later than 30 days prior to termination of the Agreement. CITY IT Manager and
CONSULTANT Services Manager will work together to effect a transition of all CITY
Service Desk data to a new Service Desk solution. Meetings will be held biweekly with
Service Managers and other pertinent staff during the transition period to discuss projects
in process and transition and to effect a smooth transition of all services as outlined in
Exhibit A "City Services".
5.5 Continuation of Services
CONSULTANT will reasonably cooperate with CITY and be duly compensated
and reimbursed for costs for such services by providing invoices or reimbursement of time
as outlined in Exhibit D "Schedule of Fees" provided such services are authorized by the
CITY for a minimum period of one year after the termination of this Agreement in any
steps needed to insure the forwarding of internet services, website, email or other
electronic systems using web technologies that are necessary for the CITY to continue
delivery of its services. CONSULTANT will provide CITY with a written list of contacts
for any related services during this transition period which are not already in the
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possession of CITY. Costs associated with this provision, after the termination of this
Agreement will be paid for by CITY at the rates for emergency services set forth in Exhibit
D, "Schedule of Fees".
5.6 Termination and Award of Subsequent Contract.
If a bid process is conducted by CITY, and CITY, in its sole and absolute
discretion, determines that CONTRACTOR should continue to perform all or a portion of
the services described herein, this Agreement will be terminated and be replaced with a
new agreement between CITY and CONTRACTOR.
ARTICLE 6
DATA AND DOCUMENT OWNERSHIP
6.1 Ownership of Documents and Work Product
Except as set forth in Exhibit A, Part 2, all documents, plans, specifications,
reports, information, data, exhibits, photographs, images, video files and media created
or developed by CONSULTANT pursuant to this Agreement ("Written Products") shall be
and remain the property of the CITY without restriction or limitation upon its use,
duplication or dissemination by the CITY. All Written Products produced for the CITY shall
be considered "works made for hire," and all Written Products and any and all intellectual
property rights arising from their creation, including, but not limited to, all copyrights and
other proprietary rights, shall be and remain the property of the CITY without restriction
or limitation upon their use, duplication or dissemination by the CITY. CONSULTANT
shall not obtain or attempt to obtain copyright protection as to any Written Products.
Except as set forth in Exhibit A, Part 2, CONSULTANT hereby assigns to the
CITY all ownership and any and all intellectual property rights to the Written Products that
are not otherwise vested in the CITY pursuant to the paragraph directly above this one.
CONSULTANT warrants and represents that it has secured all necessary
licenses, consents or approvals to use any instrumentality, thing or component as to
which any intellectual property right exists, including computer software, used in the
rendering of the services and the production of all Written Products produced under this
Agreement, and that the CITY has full legal title to and the right to reproduce the Written
Products. CONSULTANT shall defend, indemnify and hold the CITY, and its elected
officials, officers, employees, servants, attorneys, designated volunteers, and agents
serving as independent contractors in the role of CITY officials, harmless from any loss,
claim or liability in any way related to a claim that CITY's use of any of the Written Products
is violating federal, state or local laws, or any contractual provisions, or any laws relating
to trade names, licenses, franchises, copyrights, patents or other means of protecting
intellectual property rights and/or interests in products or inventions. CONSULTANT shall
bear all costs arising from the use of patented, copyrighted, trade secret or trademarked
documents, materials, equipment, devices or processes in connection with its provision
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of the services and Written Products produced under this Agreement. In the event the
use of any of the Written Products or other deliverables hereunder by the CITY is held to
constitute an infringement and the use of any of the same is enjoined, CONSULTANT, at
its expense, shall: (a) secure for CITY the right to continue using the Written Products
and other deliverables by suspension of any injunction, or by procuring a license or
licenses for CITY; or (b) modify the Written Products and other deliverables so that they
become non-infringing while remaining in compliance with the requirements of this
Agreement. This covenant shall survive the termination of this Agreement.
6.2 Confidentiality
As a public entity, 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 "Confidential Information". As a technical
services provider, CONTRACTOR has potential access to Human Resources records,
personal information, attorney-client privileged communications and documents and draft
and proprietary CITY information.
For the purposes of this Agreement, "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 the CONTRACTOR as "Confidential
Information".
a) CONTRACTOR shall take care to limit possible access to CITY'S Confidential
Information within its own organization to its directors, officers, partners and/or
employees having a need to know and having gone through a background
investigation as appropriate in section 7.3 of this agreement.
b) Non-disclosure — Both parties agree that any operational, business or
technical information obtained from the other, whether considered Confidential
or non-Confidential shall not be disclosed to any third party (whether an
individual, corporation, or other entity) without prior notice to the other Party.
c) CONTRACTOR and CITY each agree that, except as otherwise provided
herein or required by law, they shall keep such Confidential Information of the
other party private and shall hold such Confidential Information in strictest
confidence, and shall require their directors, officers, employees,
representatives and advisors to keep such Confidential Information private
and hold such Confidential Information in strictest confidence. Upon the
termination of this Agreement for any reason, CONTACTOR and the City shall
return to each other any Confidential Information of the other party that is
capable of return. The provisions of this Section 6.2 shall survive the
termination of this Agreement.
6.3 Delivery of Documents
Upon termination of this Agreement, CONSULTANT shall deliver to the CITY all
Written Products and other deliverables, which are not already in the CITY's possession,
related to this Agreement without additional cost or expense to the CITY. If
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CONSULTANT prepares a document on a computer, CONSULTANT shall provide CITY
with said documents in its then current format.
ARTICLE 7
GENERAL PROVISIONS
7.1 Representation,
The CITY representative shall be the Information Technology Manager (IT
Manager) or his or her designee, and the CONSULTANT representative shall be Ted
Vegvari, or his designee. These individuals shall be the primary contact persons for the
parties regarding performance of this Agreement.
7.2 Fair Employment Practices/Equal Opportunity Acts
In the performance of this Agreement, CONSULTANT shall comply with all
applicable provisions of the California Fair Employment Practices Act (California
Government Code Sections 12940-48), the applicable equal employment provisions of
the Civil Rights Act of 1964 (42 U.S.C. 200e-217), and the Americans with Disabilities Act
of 1992 (42 U.S.C. § 11200, ee=eq.).
7.3 Personnel
CONSULTANT represents that it has, or shall secure at its own expense, all
personnel, who shall be technically skilled and proficient, required to perform
CONSULTANT's services under this Agreement. CONSULTANT shall make reasonable
efforts to maintain the continuity of CONSULTANT's staff who are assigned to perform
the services hereunder. CONSULTANT may associate with or employ associates or
subconsultants in the performance of its services under this Agreement, but at all times
shall CONSULTANT be responsible for its associates or subconsultants' services.
(a) Full Security Background Investigation
CONSULTANT represents that in any case in which a subconsultant will have
access which poses a risk to CITY, CONSULTANT will conduct a security background
investigation. Background investigations will be performed only of those employees who
will directly access CITY computers or systems while connected to the CITY network, or
have access to non-public CITY data.
(b) Standard Identity Verification
For subconsultants with any access to CITY computers or public data that do
not reach the risk as defined in section 7.3 (a)above, CONSULTANT will verify the identity
by way of an Identification check or school or work verification for any subconsultant who
will be accessing CITY computers not connected to the network or public data while
working on a project for the CITY either paid or unpaid.
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7.4 CONSULTANT's Representations
CONSULTANT represents, covenants and agrees that: a) CONSULTANT is qualified,
and capable of furnishing the labor, materials, and expertise necessary to perform the
services in accordance with the terms and conditions set forth in this Agreement; b) there
are no obligations, commitments, or impediments of any kind that will limit or prevent
CONSULTANT's full performance under this Agreement; c) to the extent required by the
standard of practice, CONSULTANT has investigated and considered the scope of
services performed, has carefully considered how the services should be performed, and
understands the facilities, difficulties and restrictions attending performance of the
services under this Agreement.;
7.5 Conflicts of Interest
CONSULTANT agrees not to accept any employment or representation during
the term of this Agreement or within twelve (12) months after completion of the work under
this Agreement which is or may likely make CONSULTANT "financially interested" (as
provided in California Government Code Sections 1090 and 87100) in any decisions
made by CITY on any matter in connection with which CONSULTANT has been retained
pursuant to this Agreement.
7.6 Legal Action
(a) Should either party to this Agreement bring legal action against the
other, the validity, interpretation, and performance of this Agreement shall be controlled
by and construed under the laws of the State of California, excluding California's choice
of law rules. Venue for any such action relating to this Agreement shall be in the Los
Angeles County Superior Court.
(b) If any legal action or other proceeding, including action for declaratory
relief, is brought for the enforcement of this Agreement or because of an alleged dispute,
breach, default or misrepresentation in connection with this Agreement, the prevailing
party shall be entitled to recover reasonable attorneys' fees, experts' fees, and other
costs, in addition to any other relief to which the party may be entitled.
(c) Should any legal action about a project between CITY and a party
other than CONSULTANT require the testimony of CONSULTANT when there is no
allegation that CONSULTANT was negligent, CITY shall compensate CONSULTANT for
its testimony and preparation to testify at the hourly rates in effect at the time of such
testimony. If such service is requested from CONSULTANT after the end of the
Termination period as outlined in section 5.1 of this agreement then the emergency/after
hourly rate as defined in Exhibit D "Schedule of Fees" shall apply.
7.7 Assignment
Neither this Agreement nor any part thereof shall be assigned by CONSULTANT
without the prior written consent of the CITY. Any such purported assignment without
written consent shall be null and void, and CONSULTANT shall hold harmless, defend
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and indemnify the CITY and its officers, officials, employees, agents and representatives
with respect to any claim, demand or action arising from any unauthorized assignment.
Notwithstanding the above, CONSULTANT may use the services of persons
and entities not in CONSULTANT's direct employ, when it is appropriate and customary
to do so. Such persons and entities include, but are not necessarily limited to, specialized
consultants, and testing laboratories. CONSULTANT's use of subconsultants for
additional services shall not be unreasonably restricted by the CITY. CONSULTANT will
obtain approval in writing in advance from CITY Services Manager in the event the
subconsulting will result in a cost to the CITY.
7.8 Independent Contractor
CONSULTANT is and shall at all times remain, as to the CITY, a wholly
independent contractor. Neither the CITY nor any of its agents shall have control over the
conduct of CONSULTANT or any of the CONSULTANT's employees, except as herein
set forth, and CONSULTANT is free to dispose of all portions of its time and activities
which it is not obligated to devote to the CITY in such a manner and to such persons,
firms, or corporations as the CONSULTANT wishes except as expressly provided in this
Agreement. CONSULTANT shall have no power to incur any debt, obligation, or liability
on behalf of the CITY or otherwise act on behalf of the CITY as an agent. CONSULTANT
shall not, at any time or in any manner, represent that it or any of its agents, servants or
employees, are in any manner agents, servants or employees of CITY. CONSULTANT
agrees to pay all required taxes on amounts paid to CONSULTANT under this
Agreement, and to indemnify and hold the CITY harmless from any and all taxes,
assessments, penalties, and interest asserted against the CITY by reason of the
independent contractor relationship created by this Agreement. CONSULTANT shall fully
comply with the workers' compensation law regarding CONSULTANT and its employees.
• CONSULTANT further agrees to indemnify and hold the CITY harmless from any failure
of CONSULTANT to comply with applicable workers' compensation laws. The CITY shall
have the right to offset against the amount of any fees due to CONSULTANT under this
Agreement any amount due to the CITY from CONSULTANT as a result of its failure to
promptly pay to the CITY any reimbursement or indemnification arising under this Article.
7.9 Titles
The titles used in this Agreement are for general reference only and are not part
of the Agreement.
7.10 Entire Agreement
This Agreement, including any other documents incorporated herein by specific
reference, represents the entire and integrated agreement between CITY and
CONSULTANT regarding the services provided by CONSULTANT to CITY and
supersedes all prior negotiations, representations or agreements, either written or oral.
This Agreement may be modified or amended, or provisions or breach may be waived,
only by subsequent written agreement signed by both parties.
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7.11 Construction
In the event of any asserted ambiguity in, or dispute regarding the interpretation
of any matter herein, the interpretation of this Agreement shall not be resolved by any
rules of interpretation providing for interpretation against the party who causes the
uncertainty to exist or against the party who drafted the Agreement or who drafted that
portion of the Agreement.
7.12 Non-Waiver of Terms. Rights and Remedies
Waiver by either party of any one or more of the conditions of performance under
this Agreement shall not be a waiver of any other condition of performance under this
Agreement. In no event shall the making by the CITY of any payment to CONSULTANT
constitute or be construed as a waiver by the CITY of any breach of covenant, or any
default which may then exist on the part of CONSULTANT, and the making of any such
payment by the CITY shall in no way impair or prejudice any right or remedy available to
the CITY with regard to such breach or default.
7.13 Severability
If any term or portion of this Agreement is held to be invalid, illegal, or otherwise
unenforceable by a court of competent jurisdiction, the remaining provisions of this
Agreement shall continue in full force and effect.
Page 15 of 16
7.14 Notice
Except as otherwise required by law, any notice or other communication
authorized or required by this Agreement shall be in writing and shall be deemed received
on (a) the day of delivery if delivered by hand or overnight courier service during
CONSULTANT's or CITY's regular business hours or (b) on the third business day
following deposit in the United States mail, postage prepaid, to the addresses listed
below, or at such other address as one party may notify the other:
TO CITY:
Responsible Person:
Daniel Landon, Information Technology Manager
City of Rancho Palos Verdes
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
TO CONSULTANT:
Responsible Person
Ted Vegvari, President and Director
Palos Verdes on the NET
30940 Hawthorne Boulevard Suite 101
Rancho Palos Verdes, CA 90275
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date and year first above written.
Dated: ?/AS//4 Palos Verdes on the NET ("CONSULTANT")
By:
/""
Printed Name: VE.61/eVa
Title: WI•echrf eft
Dated: $4/ CITY OF RANC I S VERDES ("CITY")
. . 41°
Ayor
ATTEST: APPROVED AT TO FORM:
BY: ic By:
City Clerk City Attorney
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EXHIBIT A "CITY SYSTEMS"
City of Rancho Palos Verdes
1. Server Infrastructure
Most of CITY'S IT Infrastructure is centrally located in the City Hall server room, a
temperature controlled and secured room that includes the following equipment:
1.1. Windows 2008 R2 virtual cluster consisting of (3) three PowerEdge R710 servers,
(2) two PowerConnect 6224 Switches, (2) PowerConnect N3024 Switches and (1)
one P6000E storage array. The cluster is licensed with Windows Server
Datacenter licenses and currently includes approximately thirty (30) virtual
machines. Plans and funding are in place to upgrade the Server Hardware and
Operating Systems to Windows Server 2012 R2 in FY2014-15, and upgrade the
SAN in FY2015-16.
1.2. IBM "i" series AS400 housing a Sungard "Naviline" accounting and finance system
funded and planned to be upgraded to Tyler "Munis" SaaS system in FY2014-15.
The CITY has a maintenance contract with the vendor for software updates and
support.
1.3.Accela "Tidemark" planning system funded and planned to be upgraded from its
current virtual server to a new Tyler "Munis" SaaS system linked to GIS in FY 2014-
15. The CITY has a maintenance contract with the vendor for software updates
and support.
1.4. Laserfiche document management system designed with capacity to store the
critical City documents electronically including Weblink web functionality The CITY
has a maintenance contract with a third party vendor, ECS, for support.
1.5. Microsoft Lync 2013 Unified Communications, telephone and messaging system,
and Cisco Voice Gateway hardware. The CITY currently contracts maintenance
with a third party vendor, NexuslS.
1.6. Exchange 2013 email system including Outlook Web Access.
1.7. Microsoft infrastructure components including Active Directory, DNS, DHCP, DFS,
WSUS and Microsoft SCCM 2012 R2 system management.
1.8. Backup server. using Microsoft System Center Data Protection Manager 2012
Backup and Recovery software, backups made continuously and offsite backup
rotations performed weekly and stored offsite by Iron Mountain.
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1.9. Microsoft Sharepoint 2012 intranet server.
1.10. Minor application servers such as Cougar Mountain "Denali", FTP server, etc.
1.11. Other standard file and print servers.
1.12. The server room is protected by Uninterruptable Power Supplies (UPS's) capable
of protecting city equipment from power outage for a minimum of 1/2 hour, and the
City owned power generator sized to provide full power to City Hall indefinitely.
This system is tested monthly by Public Works.
2. File and Security Structure
Access to files is based on each individual staff member's level of authority. The IT
Manager or designee, sets the policy regarding user rights that are followed by the
CONSULTANT "Administrator". Based on policy, each user is granted rights and
privileges to network resources governed by the RPV Active directory user account
which are created by the Administrator or other persons as designated in writing by the
IT Manager. All authorized network users are provided with a basic set of standardized
drive mappings, space for their files, and access to specific data as directed by the IT
Manager, or designee, in collaboration with Department Directors. In addition, each
department, and in some cases, individuals, have unique configurations, specialized
software, and access rights which require individualized management and specialized
support.
3. End user environment
3.1. Desktop computers
The CITY network includes approximately 100 desktop and laptop computers used
by staff and independent contractors to provide City services. Desktop computers'
minimum specifications and manufacturer are regulated by the IT Manager or his or
her designee. All desktops are purchased from a major manufacturer with the
manufacturer's warranty; the current provider is Dell Computers. All desktop
computers currently use Microsoft Windows 7 Operating Systems or newer and
Windows Office 2013 Professional or newer productivity software. The CITY has a
Microsoft Enterprise Agreement with Software Assurance. Certain desktop
computers have third party programs such as Adobe Photoshop, Ascent for
computer aided drafting ("CAD"), Google Earth Pro, Cognos, Crystal Reports and
other software to improve work productivity.
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3.2.Mobile Devices
The CITY also maintains several laptops and other mobile devices for use by staff
and contractors in order to properly conduct City business and serve residents.
Some mobile devices have 3G and 4G wireless data availability, the CITY also
provides email connectivity to staff with Outlook Web Access, for City-owned
telephones and user"BYOD" devices.
3.3.Printers
The CITY has several enterprise copiers throughout the organization that provides
scanning and printing functionality and maintains a manufacturer repair agreement
for maintenance and supplies. There are also several other printers located
strategically throughout the City organization as needed to improve efficiency and
strategic functionality. Printer minimum specifications are dictated by the IT
Manager or his or her designee, and locations are chosen in coordination with
Department Directors.
3.4.Other devices
The CITY also owns several other specialized types of equipment such as conference
room presentation equipment, smart boards, projectors, microfiche scanner; blueprint
plotter and scanner, document scanners, cameras, etc.
4. Offsite Locations
4.1. PVIC Equipment
Point Vicente Interpretive Center (PVIC) is connected to the CITY network by fiber
optic connectivity and as such is a part of the City's Local Area Network (LAN). The
PVIC Server Room contains several switches and related equipment, cabling to
support future A/V needs, and other functionality. PVIC also has several computers
used by staff and volunteers to serve residents and visitors to the center including
two (2) computer cash registers and credit card machines as well as a computer
used for facility registration using the Activenet SaaS system. There are several
printers on site, a kiosk for learning programs in the museum and other technical
equipment throughout the center. The meeting room includes a ceiling mounted
projector and retractable projection screen, and multi-zone audio system and
wireless microphones. The theatre includes a touch screen kiosk for visitors to
select movies. There are plans underway to install additional kiosks, multimedia
display systems, and other technology to engage visitors in a manner consistent
with modern expectations by visitors.
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4.2. Hesse Park Equipment
The City Council and Planning Commission meetings are held at Hesse Park which
contains a full NV system with ceiling mounted projector, wireless internet for the
public, video and audio distribution cabling a, a multi zone audio distribution
system, wireless microphones, etc. Cox maintains the originally installed Video
equipment onsite, and Cox staff operates the Video system for both live Cable TV
broadcasts and recorded videos for delayed broadcast.. Cox plans to end their
support contract in FY 2015-16, and funding is available to purchase all new
broadcast equipment.
Hesse Park staff PC's and phones are connected to the City network via a
Sonicwall TZ210 with VPN connection. Wireless connections and VPN for staff
using wireless devices is controlled via a Sonicwall TZ215. There is a Verizon
provided AdTran router and all connections go through a managed Dell
Powerconnect 5548. There is 1 networked Canon multifunction printer.
4.3.Ryan Park Equipment
Ryan Park has no network infrastructure and one computer that is not connected to
the internet.
4.4. Ladera Linda Equipment
Ladera Linda utilizes Cox bundled services connection for Phone and Internet
connectivity which is also connected to a wireless access point for both staff and
public use.
4.5.RPVTV Equipment
RPV TV is connected to the Internet via a Cox business connection. Fiber cabling is
installed between the Cable TV building and the City Hall Main Building. There are
multiple Apple computers for use by production staff, studio lighting, approximately
4 video cameras and requisite cabling, a 4-channel video mixer and various
recording equipment. Video programs are scheduled and controlled by staff.
5. Disaster Recovery
The Microsoft Server virtual cluster located in the City Hall server room is designed
with three servers able to be recovered onto two servers should one of the servers
fail. In the event of failure of the entire cluster or the server room, backup files are
stored on a local backup server backed up nightly and stored offsite weekly.
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The backup server has 4 hot swappable hard drives. Microsoft System Center Data
Protection Manager 2012 makes a backup of all RPV data on the servers every
weekday. The current week's back-up drive gets swapped out every Friday and
spare drives gets put in its place. The week's backup drive goes to a secure off-site
storage location. CONTRACTOR manages the system and backup storage is
completed by Iron Mountain.
6. Network and Telephone Services
6.1.Switching, routing, cabling
Local area network - the CITY network consists of dual SonicWall NSA E7500
failover firewalls scheduled to be upgraded in FY2014-15. A physically separated
data and voice network is due to be upgraded to managed Dell switches and a
10gig backbone in FY2014-15. Wiring is Category 5 or more throughout the
network, and there are several analog and other connections throughout the
buildings. RPVTV television station connects to Cox Cable using two wired
connections, one for data and the other an upload circuit for broadcast to Cox
Cable (local station 33) and Verizon FIOS (local station 38). City Hall and PVIC are
currently the only locations connected by fiber optic cabling, but a fiber optic
upgrade is funded and planned for Ryan Park and Hesse Park in FY 2014-15.
6.2. ISP connectivity and leased lines
• City Hall is connected to the internet with a FIOS 150mbps connection through
Verizon Business Services, and a backup dual T-1 provided by WindStream A
second Verizon FIOS connection is physically in place and scheduled to be
activated in FY2014-15.
• PVIC is directly connected to the City Hall IT Infrastructure with a fiber cabling
strung along utility poles owned by several entities including Edison and Verizon
under a lease agreement with the CITY.
• Hesse Park is currently connected to the Internet with dual T-1 Frame Relay
circuits (3MBPS of bandwidth) pending upgrade to fiber optic cabling in FY 2014-
15.
• RPVTV is connected to the internet via Cox Business Class internet over coax.
• Ryan Park has no internet connectivity.
• Ladera Linda is connected to the internet via Cox Business Class internet over
coax.
• Abalone Cove currently has no internet connectivity.
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6.3.Communications
The CITY uses Microsoft Lync Unified Communications System for VOIP phone call
management and voice messaging. The CITY currently uses NexuslS as the
warranty and support provider, and CONSULTANT provides day-to-day system
management and support. The CITY has 250 DID telephone lines provided by
WindStream over a T1 circuit that terminates in the City Hall Verizon room. There
are CITY owned cell phones used by field personnel as well as analog fax, alarm
and emergency telephone lines throughout the buildings. BYOD access is
available to users with email provided using Microsoft Exchange Activesync and
Lync.
6.4.Wireless
Public Wireless is provided at City Hall and PVIC using Aruba and Ubiquiti 802.11n
wireless controller and access points. Public Wireless is provided at Hesse Park
using Trendnet 802.11g wireless access points, which is scheduled to be upgraded
in FY2014-15.
6.5.Other Network Components
Website, Malware, and Botnet filtering is handled through Sonicwall and OpenDNS
web filters, spam filtering is through web hosted Microsoft Endpoint Protection, and
VPN access is available through the City SonicWall firewall. Computers accessing
the CITY network remotely are required to be encrypted, pass virus checks and
have specialized logins into the network.
6.6.Network monitoring and management
Pingdom and IPSwitch WhatsUp monitoring software are used to monitor City
servers, PC's, and infrastructure.
7. GIS
CONTRACTOR currently provides hosted Geographic Information System ("GIS")
services to the CITY using ESRI 9.x software and LA-RIAC 3 aerial data and imagery
that CONTRACTOR licenses and hosts for the CITY. CONTRACTOR programs data
files and a custom viewer that is owned by the CITY in the use of the system. In order to
gain full ownership and control over the GIS system, pending City Council approval, the
CITY plans to acquire LA-RIAC 4 data and imagery and migrate all GIS systems from
CONTRACTOR-hosted systems to CITY servers in FY2014-15. Throughout the term of
this Agreement, CONTRACTOR will remain the SERVICES PROVIDER for system
upkeep, changes, upgrades and maintenance of the GIS systems.
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8. AudioNideo, Video Production Services
8.1. RPVTV
Telvue — CONTRACTOR, in coordination with RPVTV staff, provides
supplementary support for the digital broadcasting system used by RPVTV and the
CITY owned digital cameras and desktop computers for the production and
broadcast of CITY'S Cable TV programming and videos. The audio and video
systems located at Hesse Park and currently managed by Cox Cable serving the
City Council and Planning Commission meetings will be changed at the culmination
of the Cox Cable contract in 2015. RPVTV staff will take part in the selection of the
new equipment.
8.2.City Council Meeting Streaming
CONTRACTOR owns and maintains a video server and software that enables on-
demand video viewing of live and archived City Council and Planning Commission
meetings. Video is linked to staff reports and select CITY events using embedded
links. The CITY owns all video files and data associated to staff report links.
CONTRACTOR developed and grants a license to CITY for the use of the video
linking system.
CITY plans to ask the City Council to consider moving to a commercially available
Council Chamber Meeting Streaming solution. Pending City Council approval, the
CITY plans to migrate to such a system in FY2014-15. CONTRACTOR will provide
migration assistance and continuing support for the new system during the term of
this Agreement.
8.3.City Hall Meeting Rooms
There are two conference rooms in City Hall that include "Smart Boards" and
conferencing phone equipment.
8.4. PVIC components
The Sunset Room is the alternate City Council Chambers meeting room and has a
variety of capabilities for live broadcasting, integrated audio visual equipment,
projectors and amplification equipment designed by CONSULTANT. The facility has
a ceiling mounted projector with retractable screen, wireless HDMI, public wireless
connectivity inside and outside, wireless microphone system, etc.
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8.5.Other audio/video equipment
Other portable and mounted audio visual equipment is used throughout the CITY,
and CONTRACTOR provides consultation and support for meetings and events as
needed.
9. Website Services
9.1.Website
CONTRACTOR provides website hosting, configuration, updates and design
services to the CITY. The website is a comprehensive solution with pages for
departments, programs and other City organizations and uses as requested by the
CITY. The website is hosted on CONTRACTOR servers which are made available
on the internet through the CITY's network.. The CITY plans to ask for City Council
approval to migrate to a new website hosting provider. If approval is granted,
CONTRACTOR will remain the primary website support and assist in the migration
to the new web hosting provider during the term of this Agreement. If approved,
this move is expected in FY2014-15.
9.2.Listserver System
CONTRACTOR developed and grants a user license to CITY for the operation of
the listsery system that is used to notify residents and other members of the public.
The web-based system enables staff to access the system from their desktop or
laptop computers. The CITY plans to ask for City Council approval to move the
listsery system to a new hosting provider in conjunction with the website migration
project. If approved„ this move is expected in FY2014-15.
9.3. Emergency Notification System and Breaking News System
CONTRACTOR developed and grants a user license to CITY for the operation of
these systems, which are used to send emergency email and text notifications
messages to residents. The web-based system enables staff to access the system
from their desktop and moblie devices. The CITY plans to ask for City Council
approval to move the emergency notification system to a new hosting provider in
conjunction with the website migration. If approved, this move is expected in
FY2014-15.
9.4. Intranet
The intranet consists of a SharePoint 2013 Server with sub-sites for each
department. Website content is updated primarily by CITY department staff with
secondary assistance provided by CONTRACTOR.
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10.Enterprise Systems
CITY owns and hosts Enterprise Systems used for day-to-day processing of
departments throughout the organization. CITY maintains service and maintenance
agreements with all Enterprise System vendors and each department has staff
specifically designated as administrators of their particular system. CONTRACTOR
provides liaison and second level support and assistance as needed.
10.1. Finance ERP
CITY owns the server and licenses the Sungard accounting and business license
system that runs on a legacy IBM platform. CITY has retained the Government
Financial Officers Association ("GFOA") to support the replacement of the current
system with an integrated Enterprise Resource Planning ("ERP") system Tyler
"Munis". The Tyler "Munis" ERP Saas (hosted) system includes the following
modules:
o Financials - Accounting, Cash Management, Contract Management, Fixed
Assets, Project and Grant Accounting, Purchase Orders, Requisitions;
o Revenue - Accounts Receivable, Business License, Central Property file,
General Billing, Maplink GIS Integration, Permit and Code Enforcement;
o Productivity — Citizen Self Service, eProcurement, Munis Office, Role Tailored
Dashboard, Tyler Content Manager SE, Tyler Forms Processing, Tyler
Reporting Services;
o Other— CAFR Statement Builder, Workflow Finance, Workflow Revenue
Along with the upgrade to Tyler Munis, the CITY expects to acquire new
equipment such as desktop scanners and other equipment designed to enhance
efficiencies and business processes.
10.2. HR/Payroll
ADP Payroll — CITY utilizes the web-hosted payroll services provided by ADP to
fulfill the CITY's Human Resources and Payroll needs. ADP is used for timesheets,
payroll, benefits and other HR functions.
10.3. Business Licensing
The CITY currently utilizes an online business license system developed by
CONSULTANT and Sungard Naviline. CITY plans to implement the Tyler Munis
Business Licensing module in FY 2014-15.
10.4. Code Enforcement
The CITY currently uses an Accela Tidemark Code Enforcement system and plans
to implement the Tyler MUNIS Code Enforcement module in FY 2014-15.
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10.5. Permitting (Building permits)
The CITY currently owns and utilizes the Accela Tidemark permit tracking system in
the Community Development Department for managing the building permit process.
The system was acquired in 2001 and is expected to be replaced with the Munis
ERP system module in FY 2014-15.
10.6. Public Asset and Work Order System
The Public Works department currently handles Asset Management and Work
orders manually. The CITY plans to acquire Cityworks' automated system ,and it is
expected that the Cityworks' Fixed Asset and Work Order system will be
implemented subject to City Council approval in 2014-15.
10.7. Project Management— Public Works
Enterprise Project/Work Management ("EPM") Live project management —The
Public Works Department uses "EPM", supported by CONSULTAT and EPM for
project management and plans to migrate to another system in FT2014-15. EPM
Live operates on a MS SharePoint platform that provides collaboration and process
development running on a dedicated server owned by CITY. The EPM Live
application allows engineers and other project managers to customize their data set
and track project chronology, milestones and cost data.
10.8. Document Management
The Office of the City Clerk uses the Laserfiche electronic document management
system to scan and secure documents in the organization. CITY utilizes a
specialized Laserfiche contractor and the assistance of CONTRACTOR to support
and maintain the system.
10.9. Point Of Sale system
PVIC uses Cougar Mountain "Denali" software for point-of-sale and inventory
management at the PVIC gift shop.
10.10. Facility Rentals and Activities
The Recreation and Parks department uses the SaaS Activenet system to reserve
and manage park facilities. The system includes a portal that allows residents to
pay for rentals online and the ability to pay with a credit card at parks facilities.
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10.11. Emergency Management System
In collaboration with former regional Disaster Management Consultant Mike
Martinet, CONTRACTOR developed and grants a license to CITY for the use of the
Incident Management System that would be used during an emergency event that
requires deployment of CITY'S Emergency Operations Center located in the
Community Room at City Hall. The web-based system enables the data entry and
process management of each incident reported (i.e. road closure, structure fire,
utility failures, injuries), including prioritization and action required through
resolution of each incident and the emergency event. A software upgrade by
CONSULTANT to add the capability to notify EOC team members is in progress.
10.12. Inventory Management
CONTRACTOR developed and grants a license to CITY the use of the Inventory
Management System that is used to track asset inventory, location of the asset, and
its disposition. The web-based system enables staff to access the system from
their desktop or laptop computers. The City's Microsoft SCCM 2012 server currently
keeps an up to date hardware and software inventory for Windows Servers and
PC's connected to the network.
10.13. Parcel, Tax and Assessor Data
CoreLogic parcel data services is an internet based annual subscription service that
allows CITY staff and independent contractors to access current parcel ownership
information, including lot parcel shape files, easements and zoning data.
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Exhibit B "Scope of Services"
1. General Services
CONSULTANT shall provide all necessary services to maintain CITY'S IT
System (City Systems). CONSULTANT will provide necessary technical staff
people on-site at CITY'S City Hall location, or CONSULTANT'S facility located
adjacent to City Hall during CITY'S normal business hours in its delivery of Help
Desk, Server & IT Infrastructure, Website, Email and GIS services.
CONSULTANT shall charge CITY for Help Desk, Server & IT Infrastructure,
Website, Email and GIS services in accordance with the Fixed Monthly Fee
Rates in accordance with Exhibit "D" - Schedule of Fees.
CONSULTANT shall be "on-call" 24hours per day/7days per week to restore any
operation of CITY'S IT System that experiences "emergency" failure, deemed
"emergency services" in the sole discretion of the CITY Information Technology
Manager, or designee. CONSULTANT shall charge City for after-hours
emergency service in accordance with the emergency rate set forth in Exhibit D.
CONSULTANT shall also provide non-emergency services after CITY'S business
hours as agreed to in accordance with the after hours/emergency rate set forth in
Exhibit D.
2. CONSULTANT RESPONSIBILITIES
CONSULTANT is responsible for supporting the operation of all Information
Technology systems operating at the CITY including coordination and
management of systems and implementations as required. Those activities
include, but are not limited to, the following:
2.1.Help Desk Support
CONSULTANT shall provide day to day user support of the IT System during
CITY'S business hours as requested by Staff in accordance with the Fixed
Monthly Fees set forth in Exhibit D "Schedule of Fees". Services include, but are
not limited to:
2.1.1. Help Desk Tickets
a) Computer hardware and software configuration, installation, maintenance,
troubleshooting and support;
b) Documentation of system components and standard procedures;
c) Preventative maintenance such as proactive monitoring and
recommendations for equipment replacements, software and operating
updates and patches and peripheral recommendations;
d) Maintenance and support of other devices on the City network such as
telephones and printers;
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e) Documentation of fixes for help desk tickets and IT related problems;
f) Train users on process or refer for training as appropriate;
g) Prioritize and handle work orders based on criteria as outlined by SLA
agreement;
h) Resolution of user-identified hardware and software issues, viruses, and
error messages including liaison with hardware and software vendors as
needed;
i) Workstation hardware and software installation and upgrades;
j) Printer and scanner installation and configuration;
k) Meeting and conference room setups;
I) Identification of issues that necessitate user training; and
m) Assist users with software use questions (How do I...) liaison with vendors
on server and application related problems.
2.1.2. Business Systems
a) Support and liaison for Business and Enterprise Systems used throughout
the organization as defined in the Scope of Services;
b) Ongoing liaison, configuration, integration, management and support for
Business Systems; and
c) Assist department specialists with system upgrades and insuring computer
systems are configured to properly allow operation of business systems.
2.1.3. AudioNisual Systems
a) Maintain and consult on Council chamber streaming media system and
equipment;
b) Maintain and configure projectors, televisions and other A/V equipment
c) Kiosk management; and
d) Meeting setups and AN setups for onsite and offsite meetings as needed.
2.2.Server and IT Infrastructure Support Services
2.2.1. Data Management
a) Monitor SQL server configurations, storage capacity, and security;
b) Monitor and manage file servers and DFS configurations and perform
maintenance;
c) Documentation of all IT systems, network components, hardware and
software as outlined in the Scope of Services; and
d) System configuration, analyses and recommendations.
2.2.2. Disaster Recovery and Backup
a) Ensure server and data backups follow procedure and are properly
maintained;
b) Monitor disaster recovery and emergency operations to recommend updated
equipment, software, procedures and processes; and
c) Biannual testing and documentation of recovery processes.
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2.2.3. Software Maintenance
a) Server Hardware and Software upgrades; and
b) Assistance and recommendations related to software and application
upgrades.
2.2.4. Equipment Lifecycle Management
a) Maintain equipment inventory, location tracking and processing of updated
hardware including computers, printers, servers, networking, infrastructures
and peripheral equipment connected to the network; and
b) Produce lists for recommended replacement or upgrade of equipment.
2.2.5. Network, Voice and Security Management
a) Maintenance and monitoring of LAN and WAN environment;
b) Router, switch and firewall configurations and maintenance;
c) Wiring planning inside and outside buildings;
d) Wireless configurations and monitoring;
e) Monitor and maintain security logs, IDS and IPS systems; and
f) Configure and monitor security systems such as cameras or access control
systems.
2.2.6. Infrastructure Components Management
a) Maintain Active Directory, DNS, DHCP and IP addressing;
b) Configure group policy and local computer policies as required;
c) Maintain system for operating system and software installation, configuration of
software updates and patches;
d) Add and remove users, configure logon and other scripts and access to
network resources; and
e) Configure and maintain network and user security.
2.2.7. Voice, Email and Communications
a) Telephone and Unified Messaging system monitor, maintenance and minor
configurations;
b) Manage, monitor and configure email system and associated applications and
systems;
c) Mobile device management and configurations including network access and
management;
d) System management, upgrades and recommendations;
e) Wired and wireless telephone replacements;
f) Adding and removing cell phones and wireless devices; and
g) VOIP system and telephone line management.
2.2.8. Spam and Filtering Management
a) Monitor and configure spam systems;
b) Tag misidentified legitimate email and spam for whitelist and blacklist updates;
and
c) Configure and manage website filtering.
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i
2.3.GIS System Services
a) Configuration and maintenance for ESRI GIS system;
b) Configuration and maintenance for LA-RIAC imagery and layers;
c) Viewer maintenance and configuration;
d) Integration configurations with other City systems;
e) Incidental Alterations and Modifications to Data Layers;
f) Configure and train CITY and contractor access to the GIS system;
g) Maintain library of layers and system information; and
h) Consult and advise for systems related to GIS.
2.4.Website Support Services
a) Website programming and updates for external website;
b) Graphic design and look and feel development and maintenance;
c) Assist users with posting documents and other basic website features;
d) Listsery maintenance and configuration;
e) SharePoint intranet configurations and design;
f) Emergency and non-emergency system maintenance and updates;
g) Open Government initiatives configuration and maintenance;
h) Website and listsery hosting;
i) Website programming, adding components, links and documents;
j) Listserve updated and maintenance;
k) Streaming video hosting;
I) Streaming video configuration and maintenance; and
m) Non-emergency reporting system hosting and maintenance.
3. Additional Services
a) All emergency services, services performed after normal CITY business
hours and additional services that are not specified herein, as authorized
in writing by CITY'S IT Manager, shall be charged to CITY in accordance
with the Hourly Rates set forth in Exhibit "D" - Schedule of Fees, included
in this Agreement, except for services provided during a disaster declared
by the CITY or for services provided when the CITY'S Emergency
Operations Center has been deployed as described immediately below.
b) Services Provided During a Disaster Declared by the CITY or for Services
Provided When the CITY'S Emergency Operations Center Has Been
Deployed.
c) Upon request by CITY, CONSULTANT shall participate in disaster
operations conducted by CITY, a disaster declared by the CITY and/or
the operation of the CITY'S Emergency Operations Center when it is
deployed. CONSUTANT'S services shall include, but not be limited to,
configuration of the emergency IT system, support of the Incident
Management System provided by CONSULTANT, support of the GIS
system provided by CONSULTANT and any other reasonable request
made by CITY. CITY shall pay CONSULTANT for these services at the
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regular hourly (non-emergency) rates set forth in Exhibit "D" during CITY
normal business hours and at Emergency after hours rates for services
performed after CITY normal business hours.
3.1.Additional Help Desk & Server & IT Infrastructure Support Services
CONSULTANT shall provide Additional Help Desk Support and Server & IT
Infrastructure Support Services as requested by CITY in writing, including, but
not limited to:
a) Attendance at meetings outside of CITY normal business hours as requested
by CITY;
b) citywide installation and upgrade of operating systems, service-packs,
patches, fixes, firmware & user productivity software suites to desktop
computers, laptops, servers and other software and hardware of IT
Infrastructure owned by CITY requiring after hours work as agreed to by the
CITY IT Manager;
c) project management and advisory services as mutually agreed to in writing;
d) assistance with remote configuration and set-up for audio/video production of
a City Council meeting or other civic event (i.e. remote set up for a City
Council meeting using portable audio/video equipment at PVIC);
e) training; and
f) services agreed to between CONSULTANT and CITY.
All such services shall be preceded by an estimate of time and fees in writing and
must be approved in writing by the City's IT Manager. CITY shall pay
CONSULTANT for these services at the regular hourly (non-emergency) rates
set forth in Exhibit "D".
3.2.Additional GIS Services
CONSULTANT shall provide Additional GIS Services as requested by CITY, in
writing including, but limited to:
a) Services requested by the City for the development of new layers,
necessary services to correct, alter or modify data provided by external
sources to be added to the GIS system;
b) development of presentation materials from the GIS system in excess of 4
hours;
c) printing charges based upon a fee schedule mutually agreed to by CITY
and CONSULTANT;
d) attendance at meetings as requested by the City;
e) services requested by the City pursuant to GIS License Agreements to
provide the transfer of GIS data in excess of 4 hours of service per
incident; and
f) advisory services requested by the City.
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All such services shall be preceded by an estimate of time and fees in writing and
must be approved in writing by the City's IT Manager. CITY shall pay
CONSULTANT for these services at the regular hourly (non-emergency) rates
set forth in Exhibit "D".
3.3.Additional Website Support Services
CONSULTANT shall provide Additional Website Services as requested by CITY
in writing, including, but not limited to:
a) graphic design services (i.e. PowerPoint presentations, graphic
presentations) that are not customary day-today website services and
exceed 4 hours of service per incident);
b) coordination of audio/video broadcast of meetings; and
c) services agreed to between CONSULTANT and CITY.
All such services shall be preceded by an estimate of time and fees in writing and
must be approved in writing by the City's IT Manager. CITY shall pay
CONSULTANT for these services at the regular hourly (non-emergency) rates
set forth in Exhibit "D".
3.4.EMERGENCY SERVICES
In the event of an Emergency Priority One "Urgent" incident, and in the event
CITY IT Manager is unavailable for immediate written approval, CONSULTANT
is authorized to initiate repair work to restore services without an official written
estimate and authorization provided the total work time does not exceed four (4)
hours before obtaining a written approval from the CITY IT Manager.
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Exhibit"C": Service Level Addendum
1. Introduction
Under the supervision of the CITY'S Information Technology Manager (IT
Manager), CONSULTANT inclusive of PVNET management and the professional
technicians of PVNET, shall support the entire IT System of CITY. CONSULTANT installs,
administers and maintains the CITY'S IT Systems as outlined in Exhibit A"City Systems".
The purpose of this Service Level Addendum (SLA) is to provide an understanding
between CONSULTANT and CITY with an overview of support that will be delivered by
CONSULTANT for each type of request, and to establish the level of expectation of
services from CONSULTANT.
Service standards and SLA's establish the terms, conditions and expectations
between CONSULTANT and the CITY related to the minimum acceptable levels of
support. They include:
• The systems that are the subject of service (see Exhibit A "City Systems");
• The services to be provided by CONSULTANT (see Exhibit B "Scope of
Services";
• The expected levels of service (contained in this Exhibit "Service Level
Addendum", and;
• The terms and provisions defining the relationship between CONSULTANT
and the CITY as outlined in the Professional Services Agreement (PSA) to
which this SLA is attached.
2. General Provisions
2.1 How to Reach CONSULTANT (Help Desk)
To obtain support services, users should contact CONSULTANT in the following
manner:
(a) primary contact method is by submittal of a Help Desk request through the
provided Service Ticketing system;
(b) secondary contact method if primary is unavailable is by e-mail to
support@rpv.com;
(c) in the event the service request is an emergency or other methods are not
available, by calling PVNET at 310-541-7992, or CONSULTANT IT staff on
their cell phones.
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2.2 Service Level Agreement Priority Levels
2.2.1 Priority One (Urgent)
Issues with no workaround affecting the ability for multiple users to access
computers, the internet, communications, devices such as printers that have no
workaround or normal line of business applications, or a virus or possible virus on a
single computer. Examples include but are not limited to:
a) Multiple Workstations unable to work normally;
b) Business Critical Network Applications down;
c) Unified communications system down, including email and voice;
d) Widespread loss of access to the IT System;
e) Widespread loss of access to the Internet;
f) Widespread loss of access to IT System file storage; and
g) Printing problem affecting Multiple Users.
CONSULTANT will prioritize resources to Urgent trouble tickets. The Minimum
acceptable service level for "Urgent" tickets shall be:
• 30 minute response time and;
• 3 hour resolution.
2.2.2 Priority Two (High)
Issues affecting the ability for a single user to access their computer, the
internet, communications, devices such as printers that have no workaround solution
or their normal line of business applications. Examples include but are not limited to:
a) User is unable to log into their workstation;
b) User is unable to access line of business application;
c) User is unable to access email or telephone;
d) Printing or other device problem with no workaround.
CONSULTANT will attempt immediate troubleshooting and resolution as much as
possible. The Minimum acceptable service level for "High" issues shall be:
• 1 hour response time
• 4 hour resolution
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2.2.3 Priority Three (Medium)
Issue incident or request that does not affect a user's ability to work or does not
fit into any of the categories in Priority One "Urgent", or Priority Two "High". Examples
include, but are not limited to:
a) Request for simple enhancement required for user's job (new software
install, hardware install, etc)
b) Computer errors or issues that do not affect user productivity; account
modification (application, mail, network);
c) Any service requests not impacting production. (PC move, training); and
d) Scheduled events.
CONSULTANT will attempt to respond quickly and plan a response with the user.
Minimum acceptable services level for "Medium" requests shall be:
• 4 hour response time
• 1 week resolution
2.2.4 Priority Four (Low)
New process request, new business process change or configuration or other
request that is not critical or time sensitive to completion of user daily activities.
CONSULTANT will contact the user, determine needs and arrange a response
time based on the request. Minimum acceptable service level for "Low" requests shall
be:
• 1 day response
• 1 month resolution. (potentially sooner based on user input)
2.2.5 Service Level Criteria
a) Service Levels are calculated during normal CITY business hours, 7:30 — 5:30
Monday through Thursday and 7:30 through 4:30 on Friday, not including CITY
holidays;
b) Resolution times are subject to availability of CITY staff and vendor support,
CONTRACTOR is responsible for documenting such delays in the Help Desk
system as appropriate;
c) Some help desk tickets are actually long term projects such as new system
installations or dependent on the completion of preliminary projects and may be
moved by the CITY IT Manager from Help Desk Ticket status to Project status.
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2.3 Acceptable Service Level Agreement (SLA) Standards
It is the intent of this agreement to set minimum quantifiable standards that
CONSULTANT must adhere to in order to be considered in compliance with the
contracted level of service expected by the CITY. The CITY recognizes that there are
times when circumstances outside of the control of the CONSULTANT affect its ability to
meet SLA standards such as the availability of third party support, troubleshooting time
for problems that are more complicated or difficult to identify, and issues that are
intermittent requiring more time to troubleshoot, among others. Recognizing that is it not
possible to meet the high standards 100% of the time, rather than lowering standards, the
CITY and CONSULTANT agree that meeting the "SLA Performance" target at the
eightieth (80th) percentile or more is considered acceptable performance.
2.3.1 Response to and Resolution of Service Requests
In order to eliminate confusion and clarify the response and resolution status of
requests for service, a service ticket is considered "responded" to at the time of the first
reply from CONSULTANT to the individual who submitted the service ticket. A service
ticket is considered "resolved" at the point that the service is restored or a workaround is
in place that will allow the individual who submitted the ticket to resume work either at
normal or substantially normal levels. In some cases tickets might be the result of
problems that will result in a long term project in order to fix an underlying problem and in
that case the ticket will be moved to a "Project"status and monitored and tracked as such.
2.3.2 SLA Calculation
The Calculation required to determine the SLA for any particular month shall be:
a) Total number of help desk tickets submitted minus tickets that are considered
a "Project" equals "SLA Service Tickets".
b) Any SLA Service Ticket that CONSULTANT does not respond to or resolve
within the Minimum acceptable SLA for that Priority Level equals "Tickets
Not Meeting SLA Target".
c) "SLA Service Tickets" divided by "Service Tickets Not Meeting SLA" equals
"SLA Performance".
2.3.3 SLA Adjustments
There are instances when it might not be possible to access the administrative
console to"resolve"a help desk ticket timely upon the completion of that ticket, when staff
reporting a ticket is not available to troubleshoot a ticket or other unusual and
understandable circumstances that might require an adjustment to the status time of
some trouble tickets. Provided there is written documentation, and agreed to by CITY IT
Manager and CONSULTANT Service Manager, individual tickets can be marked as
responded to or resolved timely during Services Manager weekly meetings when
calculating "SLA Performance".
Service Level violations that are clearly a result of scheduling conflicts between
the CITY's 9/80 schedule and CONSULTANT's normal 8 hour per day schedule hours
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(between 7:30 and 8:00 and from 5:00 and 5:30) are valid reasons for CONTRACTOR to
request an adjustment to void that particular SLA violation. This clause however does
not invalidate CONSULTANT's requirement to have someone available to service help
desk tickets during normal CITY business hours.
2.3.4 Provisions For Service Level Addendum
CONSULTANT will work to ensure reliable and predictable PC and network
services with availability during CITY typical working hours and an expectation of
reasonable availability of services at all other times. Support services during CITY
normal business hours are typically included in the monthly fixed fee, service outside
normal CITY business hours are defined in Exhibit D "Schedule of Fees".
Downtime is a reality and sometimes a necessity for modern systems.
CONSULTANT will ensure acceptable functionality for critical business functions at the
time(s) these resources are required. CONSULTANT agrees to support all authorized
CITY workstations and peripherals (monitors, printers) and all authorized software
installed on CITY owned computers, and to interface with software or hardware vendors
who provide specialized service and support to CITY systems.
The IT Manager, or designee, reserves the right to audit methods or policies of
the CONSULTANT to insure adherence to the above-mentioned guidelines, as well as
all other policies, procedures and guidelines establishing the use and administration of
CITY systems.
2.4 Services Not Included Under The Service Level Addendum
2.4.1 Non Standard Software
IT Support will not provide support for:
a) Internet browser software other than Internet Explorer;
b) Screen savers;
c) Internet mail engines (Hotmail, Gmail, etc.);
d) Internet radio stations;
e) Unlicensed products (i.e. pirate software);
0 Hardware and/or software not approved by the IT Manager or designee.
g) Games (local or Networked); and
h) Additions or modifications to CITY'S systems that compromise system
security or integrity of the CITY environment.
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2.4.2 Non Standard Hardware
CONSULTANT will not provide support for:
a) Any non-departmental owned equipment
b) Unlicensed products
c) Personal printers
d) Web cameras
e) Additions or modifications to CITY'S IT System that compromise system
security or integrity of the CITY environment.
2.4.3 Outside Communications Systems.
a) CONSULTANT will not provide support for systems used for personal
communications such as personal email accounts, cell phones or other
mobile devices or any personal software.
b) CONSULTANT will not provide support for personal or portable computers
or devices not owned by City other than setup and troubleshooting of CITY
email connectivity used on BYOD devices that were approved by the IT
Manager or his or her designee.
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Exhibit D: "Schedule of Fees"
Fixed monthly Fees for the following services performed during normal City business
hours:
Help Desk Services: $11,500/month
Server & IT Infrastructure Support Services $2,000/month
Website Services: $4,000/month
GIS Services: $6,000/month
Hourly Rates for services other than those specified above:
Ted Vegvari $55/Hour
Other Technical staff $40/hour
Emergency and after CITY business hours $75/hour
This Schedule of Fees does not include a provision for annual consumer price index
increases for any fees during the Term of the Agreement.
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1110Exhibit "E"
PV on the Net
Request for Additional Services
Date Requested Estimate Number
Date Required RPV Project Manager
Project Scope of Work
PVNET Staff Contact Estimated Date of Completion
Estimated Labor Hours and Cost
Time charged is actual worked hours,+10%variance allowed, estimate valid for 45 days
Estimates over$5,000 need City Manager Approval
Notice to Proceed Approvals
PVNET RPV
Ted Vegvari Date Director/ Dept. Head Date IT Manager Date
Billing Detail(Completed by PVNET)
Date Hours PVNET Staff Notes
Project Acceptance/OK to Invoice
RPV Staff Contact Date Director/Dept. Head Date IT Manager Date