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RPVCCA_CC_SR_2014_07_15_L_PV_On_The_Net_Professional_ServicesCrrYOF MEMORANDUM TO: FROM: DATE: SUBJECT: REVIEWED: HONORABLE MAYOR & CIT~NCIL MEMBERS DAN LANDON, IT MANAGER~ JULY 15, 2014 PV ON THE NET PROFESSIONAL SERVICES AGREEMENTAMENDMENT CAROLYNN PETRU, ACTING CITY MANAGE~ RECOMMENDATION Approve the proposed amendments to the PROFESSIONAL TECHNICAL SERVICES AGREEMENT FOR SERVICES REGARDING THE INFORMATION TECHNOLOGY SYSTEM between the City and Palos Verdes on the Net ("PVNET"). BACKGROUND Staff is proposing amendments to the PROFESSIONAL TECHNICAL SERVICES AGREEMENT FOR SERVICES REGARDING THE INFORMATION TECHNOLOGY SYSTEM (the "Agreement") between the City and PVNET for the following reasons: 1) To comply with 2014 City Council priorities, in particular the pending competitive process for IT Services; 2) To address suggestions made in the 2011 Matrix Report and 2012 NexLevel Technology Assessment to improve terms and conditions of the Agreement in preparation for the forthcoming competitive process for IT services; 3) Delineates duties between the City and PVNET as a result of the addition of a City Information Technology Manager; 4) The City did not wish to extend the previous Agreement in light of the many changes, so a new amended contract was necessary; 5) The recent major IT infrastructure upgrades have dramatically changed many of the City's Information Technology systems ("City Systems"), requiring comprehensive updates to Exhibit A "City Systems" as well as Exhibit B "Scope of Services"; 6) Provides for continued support of City Systems as the website and GIS system hosting potentially moves from PVNET to other service providers; L-1 PV ON THE NET PROFESSIONAL SERVICES AGREEMENT July, 15, 2014 Page 2 7) Implementation of a Help Desk Ticket System and Service Level Agreement (SLA) standards; 8) Improves the terms and conditions regarding cooperation, termination and confidentiality in preparation for possible changes as a result of the competitive process for IT services; 9) Improves the terms and conditions for "Additional Services" that includes a formal "Notice to Proceed" and the itemization and documentation of hourly charges; 10)Provides for changes in the GIS system to support sewer and storm drain maintenance program improvements. This proposed amendment to the Agreement does not propose any revisions of fees. DISCUSSION This comprehensive amendment would make changes to the Agreement and attached Exhibits. An overview of the revisions follows: Amendments to the Professional Services Agreement: • Provisions to facilitate changes that may occur in the delivery of services as a result of the competitive process for IT services (Various sections throughout); • Added "Notice to Proceed" and "Acceptance" procedures for Additional Services (Section 2.4); • Term of Agreement extended with provisions in place to account for the outcome of the competitive process for IT services (Section 2.5); • Terminology is included that specifiy reporting, availability and cooperation guidelines (Article 3); • A "Help Desk Solution" is specified that will track the appropriate details needed for the calculation of Service Levels (Section 3.2); • Modified termination procedures, including a one-hundred twenty (120) day termination notice without cause and specifications for termination for Service Level Agreement ("SLA") non-performance (Article 5); • Formal levels of cooperation and coordination for the productive exchange of information and technical project coordination (Article 5); • Addition of a confidentiality clause to account for the competitive process for IT services (Section 6.2); and • Background Investigations and/or Identity Verifications are included for staff working with any City computer or data (Section 7.3). Exhibit A "City Systems" Dexcribes the City Systems that are the subject of support services. • Updates to City Systems, the End User Environment, Network, Telephony, and Enterprise Systems that have resulted from the IT Infrastructure upgrade since the Agreement was last updated. L-2 PV ON THE NET PROFESSIONAL SERVICES AGREEMENT July, 15, 20·14 Page 3 Exhibit B "Scope of Services" Specifies the Scope of Work that the Services Provider will be responsible for. • Documentation of changes that have taken place as a result of the IT Infrastructure upgrades that affected how City Systems are managed and serviced. Exhibit C "Service Level Addendum" Sets trouble ticket priorities and minimum acceptable service level standards. • Changes to the definition of City Systems staff, support and notifications related to the hiring of a City IT Manager and the implementation of a Help Desk solution (Section 1 and 2); • Service level priorities for various types of issues are updated to account for changes in technologies since the last agreement, and to add specific minimum acceptable Service Level Agreements (SLA's) (Section 2.2); and • Service level calculations are defined (Section 2.3). Exhibit D "Schedule of Fees" Lists fixed monthly maintenance fees and hourly rates for Additional Services. • The "Schedule of Fees" was left unchanged from the previous agreement. Exhibit E "Request for Additional Services Form" Concept form that City staff and PVNET will use when Additional Services are requested from PVNET. • The revised form adds a "Scope of Work" and "Notice to Proceed" as well as additional levels of approval and improved tracking of costs. FISCAL IMPACT None, all monthly fixed fees and additional services fees were budgeted in FY14-15. This amendment to the Agreement is made without any revisions in fees. Attachments: Amended PROFESSIONAL TECHNICAL SERVICES AGREEMENT FOR SERVICES REGARDING THE INFORMATION TECHNOLOGY SYSTEM Exhibit A: City Systems Exhibit B: Scope of Services Exhibit C: Services Level Addendum Exhibit D: Schedule of Fees Exhibit E: Request for Additional Services form L-3 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 ("CONSUL TANT") & The City of Rancho Palos Verdes Page 1of16 L-4 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 J"he 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'swork promptly, or delay or faulty performance by CITY, other consultants/contractors, or governmental agencies, or any other delays beyond CONSULTANT's control or without CONSUL TANT'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. CONSUL TANT retains ownership of such proprietary computer programming codes and grants a user license to CITY for these codes and programs provided by CONSUL TANT during the term of this Agreement. Page 2of16 L-5 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. l.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. 2.1 Fee ARTICLE 2 COMPENSATION 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. Page 3of16 L-6 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 CONSUL TANT shall submit monthly invoices for fixed rate monthly services by the 1 oth 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 CONSUL TANT 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 CONSUL TANT without liability to CONSUL TANT upon ten (10) working days advance written notice to CITY. 2.4 Additional Services CITY may request additional specified work under this Agreement. CONSUL TANT 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 CONSUL TANT 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. Page 4of16 L-7 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 CONSUL TANT 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 SLA 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. Page 5of16 L-8 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 CONSUL TANT 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. ARTICLE4 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 "lndemnitees") 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 CONSUL TANT, 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 lndemnitees. With respect to any and all such Claims, CONSULTANT shall defend lndemnitees at CONSULTANT's own cost, expense, and risk and shall pay and satisfy any judgment, award, or decree that may be rendered against lndemnitees. CONSUL TANT shall reimburse lndemnitees for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. CONSUL TANT's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by CONSUL TANT or lndemnitees. All duties of CONSULTANT under this Section shall survive termination of this Agreement. Page 6of16 L-9 4.2 General Liability CONSUL TANT 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 AM. Best's Insurance Guide with a rating of A: VII or better. 4.3 Automobile Liability CONSUL TANT 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 CONSUL TANT 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. CONSUL TANT 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 CONSUL TANT's expense, the premium thereon. 4.6 Certificate of Insurance At all times during the term of this Agreement, CONSUL TANT 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 Page 7of16 L-10 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 CONSUL TANT 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 CONSUL TANT or CITY, due to no fault or failure of performance by CONSUL TANT, CONSUL TANT 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 CONSUL TANT 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 CONSUL TANT 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 CONSUL TANT, and CONSUL TANT 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 Page 8of16 L-11 response acceptable, CONSUL TANT will be given a waiver for one additional month ... If CONSUL TANT 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. CONSUL TANT 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 CONSUL TANT to the satisfaction of the CITY to the extent that such project completion has not been reassigned by CITY. CONSUL TANT will not be responsible for delays that are out of the control of CONSUL TANT. Projects in process and scheduled for completion after the end of the Transition period are not the responsibility of CONSULTANT to complete, but CONSUL TANT will follow Termination Cooperation guidelines outlined in section 5.4 of this agreement.· 5.4 Termination Cooperation CONSUL TANT 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 CONSUL TANT 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 CONSUL TANT 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 CONSUL TANT 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. CONSUL TANT will provide CITY with a written list of contacts for any related services during this transition period which are not already in the Page 9of16 L-12 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, CONSUL TANT 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. CONSUL TANT 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. CONSUL TANT 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 Page 10of16 L-13 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, CONT ACTOR 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, CONSUL TANT 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 Page 11of16 L-14 CONSULTANT prepares a document on a computer, CONSULTANT shall provide CITY with said documents in its then current format. 7 .1 Representation ARTICLE 7 GENERAL PROVISIONS 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, et seq.). 7.3 Personnel CONSULT ANT represents that it has, or shall secure at its own expense, all personnel, who shall be technically skilled and proficient, required to perform CONSUL TANT's services under this Agreement. CONSUL TANT 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, CONSUL TANT 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, CONSUL TANT 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. Page 12of16 L-15 7.4 CONSUL TANT's Representations CONSUL TANT represents, covenants and agrees that: a) CONSUL TANT 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 CONSUL TANT's full performance under this Agreement; c) to the extent required by the standard of practice, CONSUL TANT 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 CONSUL TANT was negligent, CITY shall compensate CONSUL TANT 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 CONSUL TANT without the prior written consent of the CITY. Any such purported assignment without written consent shall be null and void, and CONSUL TANT shall hold harmless, defend Page 13of16 L-16 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 CONSUL TANT'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. CONSUL TANT 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 CONSUL TANT is and shall at all times remain, as to the CITY, a wholly independ~nt 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 CONSUL TANT 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 CONSUL TANT 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. CONSUL TANT shall fully comply with the workers' compensation law regarding CONSUL TANT and its employees. CONSUL TANT 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 CONSUL TANT under this Agreement any amount due to the CITY from CONSUL TANT 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. Page 14of16 L-17 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 15of16 L-18 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 CONSUL TANT: 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: --------Palos Verdes on the NET ("CONSULTANT") By: _____________ _ Printed Name: ---------- Title: ------------- Dated: --------CITY OF RANCHO PALOS VERDES ("CITY") By: ______________ _ Mayor ATTEST: APPROVED AT TO FORM: By: ________ _ By: ______________ _ City Clerk City Attorney Page 16of16 L-19 1. Server Infrastructure EXHIBIT A "CITY SYSTEMS" City of Rancho Palos Verdes 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 Lyne 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. Page 1of11 L-20 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 CONSUL TANT "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. Page 2of11 L-21 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 AN 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. Page 3of11 L-22 4.2. Hesse Park Equipment The City Council and Planning Commission meetings are held at Hesse Park which contains a full AN 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 duster 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. Page 4of11 L-23 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 E7SOO 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. Page 5of11 L-24 6.3. Communications The CITY uses Microsoft Lyne 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 Lyne. 6.4. Wireless Public Wireless is provided at City Hall and PVIC using Aruba and Ubiquiti 802.11 n wireless controller and access points. Public Wireless is provided at Hesse Park using Trendnet 802.11 g 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. Page 6 of 11 L-25 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 CONSUL TANT. The facility has a ceiling mounted projector with retractable screen, wireless HDMI, public wireless connectivity inside and outside, wireless microphone system, etc. Page 7of11 L-26 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 listserv 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 listserv 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. Page 8of11 L-27 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. Page 9of11 L-28 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 ~nd 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. Page 10of11 L-29 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. Page 11of11 L-30 Exhibit B "Scope of Services" 1. General Services CONSULTANT shall provide all necessary services to maintain CITY'S IT System (City Systems). CONSUL TANT 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. CONSUL TANT 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. CONSUL TANT RESPONSIBILITIES CONSUL TANT 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 CONSUL TANT 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; Page 1of6 L-31 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 AN 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. Page 2 of 6 L-32 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. Page 3of6 L-33 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) ·ustserv 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 listserv 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, CONSUL TANT 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 CONSUL TANT, 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 Page 4 of 6 L-34 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 CONSUL TANT 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 CONSUL TANT 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 CONSUL TANT; 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. Page 5 of 6 L-35 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 CONSUL TANT 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. Page 6 of 6 L-36 Exhibit "C": Service Level Addendum 1. Introduction Under the superv1s1on 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. CONSUL TANT 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 CONSUL TANT for each type of request, and to establish the level of expectation of services from CONSUL TANT. 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 CONSUL TANT (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 CONSUL TANT 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 CONSUL TANT (Help Desk) To obtain support services, users should contact CONSUL TANT 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. Page 1of6 L-37 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. CONSUL TANT 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. CONSUL TANT 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 Page 2 of 6 L-38 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. CONSUL TANT 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. CONSUL TANT 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 d~sk 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. Page 3 of 6 L-39 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 CONSUL TANT 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 CONSUL TANT's normal 8 hour per day schedule hours Page 4 of 6 L-40 (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 CONSUL TANT's requirement to have someone available to service help desk tickets during normal CITY business hours. 2.3.4 Provisions For Service Level Addendum CONSUL TANT 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) th~se resources are required. CONSUL TANT 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); f) 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. Page 5 of 6 L-41 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) CONSUL TANT 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. Page 6 of 6 L-42 Exhibit D: "Schedule of Fees" Fixed monthly Fees for the following services performed during normal City business hours: Help Desk Services: Server & IT Infrastructure Support Services Website Services: GIS Servi.ces: Hourly Rates for services other than those specified above: Ted Vegvari Other Technical staff Emergency and after CITY business hours $11,500/month $2,000/month $4,000/month $6,000/month $55/Hour $40/hour $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. Page 1of1 L-43 Exhibit "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 I Dept. Head Date IT Manager Billine: Detail lComoleted bv PVNETl Date Hours PVNET Staff Notes -- -- -- -- -- -- Project Acceptance I OK to Invoice RPV Staff Contact Date Director/Dept. Head Date IT Manager Date Date L-44