RPVCCA_CC_SR_2014_07_29_F_NexLevel_IT_RFP_ServicesCITY OF RANCHO PALOS VERDES
MEMORANDUM
TO:
FROM:
DATE:
SUBJECT:
REVIEWED:
HONORABLE MAYOR & CITY~~NCIL MEMBERS
DAN LANDON, IT MANAGERW-
JULY 29, 2014
PROFESSIONAL SERVICES AGREEMENT WITH
NEXLEVEL FOR SERVICES REGARDING
FORTHCOMING REQUEST FOR PROPOSAL FOR
INFORMATION TECHNOLOGY SERVICES
CAROLYNN PETRU, ACTING CITY MANAGER~
RECOMMENDATION
Approve the attached Professional Services Agreement with Nexlevel Information
Technology, Inc. ("Nexlevel") for advisory services, including the preparation of technical
documentation of the City's Information Technology System ("City Systems") and the
Request for Proposal documents to conduct a competitive bid process for Information
Technology ("IT") services for an amount not to exceed $40,000.
EXECUTIVE SUMMARY
The goal of the forthcoming Request for Proposal for IT Services (the "RFP") process is
to attract the Information Technology Service Provider(s) ("IT Services Provider(s)",
"Services Provider(s)") to provide the City with the best combination of IT services at the
lowest possible cost.
In order to insure this process is fair and unbiased, Staff is suggesting that a combination
of industry experts, Staff, and City Council that would be responsible for separate steps
of the process:
Step 1 Environmental analysis and documentation -A technical analysis of the City
Systems and external technical environment performed by Nexlevel will help form the
basis of the RFP and the services that prospective services providers will be required to
perform.
F-1
PSA WITH NEXLEVEL FOR SERVICES RELATED TO IT RFP
July 29, 2014
Page 2 of 8
Step 2 Bid Solicitation document -Nexlevel will prepare an RFP document based on
the required services as identified in Step 1 that will be released to potential IT Service
Providers to solicit bids;
Step 3 Release of the RFP to IT Services Provider(s) and conduct of question and
answer sessions -City Staff will gather names of potential service providers from
industry listserves, from recommendations of other cities (especially IT professionals),
from any interested parties, by advertising in print and on the City's website. The RFP
document will also be provided to any firm requesting a copy. During this step, the City
will conduct question and answer sessions with potential bidders;
Step 4 Acceptance, review and recommendations of RFP submittals -An impartial
"IT Proposal Review Committee" composed of five IT experts who will evaluate each
responding Services Provider and a City Council member who will provide advice and
oversight to the process. The IT Proposal Review Committee will include:
• The City's IT Manager;
• An unbiased, experienced Technology Consultant, separate from Nexlevel;
• Three (3) Independent industry experts such as local government agency or
municipality IT Managers or Directors who have a clear understanding of the most
appropriate municipal agency support needs; and
• One City Council member who will participate in any meetings in an advisory and
oversight capacity.
Step 5 IT Services Provider(s) selection -Staff will present City Council with a final
report and recommendations based on comments and recommendations of the IT
Proposal Review Committee for the selection of an IT Services Provider(s) who will
provide support of the City Systems.
The estimated fee, not to exceed $40,000, for services to be performed by Nexlevel have
been budgeted in FY14-15. No additional budget appropriations are needed.
BACKGROUND
Recommendations contained within the 2011 Matrix Report and 2012 Nexlevel IT
Assessment, as well as 2014 City Council priorities, included an "Improve Organizational
Efficiency" goal to rebid large City contracts such as IT services.
Palos Verdes on the Net ("PVNET") began providing the City with day-to-day IT services
in accordance with a Professional Services Agreement dated September 2, 1998, after
selection by the City Council pursuant to a formal bid process. Almost every aspect of
technology in the City was developed by and is currently supported by PVNET. In addition
to providing support services, PVNET currently hosts several critical systems for the City,
including the GIS system, the City's website, City Council meeting streaming video
system, a non-emergency reporting system, emergency operations incident management
system and the listserve system.
F-2
PSA WITH NEXLEVEL FOR SERVICES RELATED TO IT RFP
July 29, 2014
Page 3 of 8
As the 2012 NexLevel assessment points out, the RFP process is a reliable way to
determine a competitive price for IT services, but the potential change of the IT Service
Provider is also a major undertaking. The City recognizes the importance of this critical
process for the following reasons as well:
• The RFP process is important to insure the City is receiving the best value possible
for the work being performed;
• The RFP development and documentation process is an opportunity to review and
verify that technologies in place at the City are appropriate and to plan for future
changes if necessary;
• The RFP process is an opportunity for the City to assess current practices and
processes and to reaffirm or develop strategic plans that will put the City in the
best possible position to take advantage of innovations into the future.
DISCUSSION
1. IT Environment
The IT environment that the City operates in consists of the internal technologies currently
in place at the City as well as the external technical environment. Municipal governments
are not exempt from the forces that are driving the adoption of technologies in the private
sector. Residents demand user friendly IT systems and apps. Residents, Staff and City
Council need business processes using technology that are efficient and productive and
provide increased access to data for improved decision making. It is likely that resident
demands will drive technological advances in municipalities into the foreseeable future.
The analysis of the external environment is the driver of future technologies in the City
and a critical component in predicting and developing technology standards for potential
Service Providers in the City. The RFP process is designed to solicit the best possible
cost, but also to insure that selected Service Providers are capable of meeting the
projected technological needs of the City.
2. Steps in the RFP Process
This RFP process will be a cooperative effort that includes City Council, Staff, and
unaffiliated IT experts with separate accountability for the major steps in the process as
follows in greater detail below:
Conducted by Nexlevel
Step 1 Environmental analysis and documentation -A technical analysis of the City
Systems and external technical environment will help form the basis of the services that
prospective Service Providers will be required to perform. This analysis forms the basis
of service requirements for the RFP document.
F-3
PSA WITH NEXLEVEL FOR SERVICES RELATED TO IT RFP
July 29, 2014
Page 4 of 8
Step 2 Bid Solicitation document -Nexlevel will prepare the RFP document based
on required services as identified in Step 1, the environmental analysis and
documentation. The RFP document will specify the technical requirements, service
levels and other requirements for proposed Services Providers. The proposed RFP will
be presented to City Council for approval prior to issuance to IT Services Provider(s).
Conducted by Staff and Nexlevel
Step 3 Release of the RFP to IT Services Provider(s) and conduct of question and
answer sessions -City Staff will compile a list of potential Service Providers by
gathering names from industry listserves, from recommendations of other cities
(especially IT professionals), from any interested parties, by advertising in print and on
the City website. Following the release of the RFP, the City will conduct at least one
and not more than two vendor question and answer sessions to assist Service Providers
in preparing their bid proposals.
Conducted by IT Proposal Review Committee
Step 4 Acceptance, review and recommendations of RFP submittals -An impartial
"IT Proposal Review Committee" composed of five IT experts who will evaluate each
responding Services Provider and a City Council member who will provide advice and
oversight to the process. The IT Proposal Review Committee will include:
• The City's IT Manager;
• An unbiased, experienced Technology Consultant, separate from Nexlevel;
• Three (3) Independent industry experts such as local government agency or
municipality IT Managers or Directors who have a clear understanding of the most
appropriate municipal agency support needs; and
• One City Council member who will participate in any meetings in an advisory and
oversight capacity.
City Council Final Decision
Step 5 IT Services Provider(s) selection -Staff will present City Council with a final
report and recommendations for the selection of an IT Services Provider(s) to provide
day-to-day and other support of City Systems based on the analysis, comments and
recommendations of the IT Proposal Review Committee.
3. RFP -Categories of Service
IT requirements in municipalities include a wide array of technologies that require differing
areas of expertise. The Nexlevel Assessment pointed out that it is possible but unlikely
that any one Service Provider will have the expertise in all areas of technology needed
by the City. The outcome of the technical documentation and assessment process
outlined in Step 1 will determine the specific categories of services in the RFP document.
It is expected the technologies may be broadly categorized as:
F-4
PSA WITH NEXLEVEL FOR SERVICES RELATED TO IT RFP
July 29 , 2014
Page 5 of 8
• Help Desk -Accounts for the largest single amount of support . "Help Desk" is the
initial point of contact for most support requests that are either addressed there or
passed to a second level (level 2) support specialist. Help Desk includes
maintenance of the end user environment including desktop management,
systems and software support, peripherals, and basic support of all other
categories;
• Systems Administration -Includes server, infrastructure systems, security and
enterprise system implementation and support;
• Voice and Communications -Includes telephone, communications, messaging
and mobile device management implementations and support;
• Network, Cabling, Switching and Routing -Includes connectivity both inside
buildings and between buildings including wiring, switching, routing, connectivity
to ISP's, wireless, security and monitoring of all networking components;
• GIS, Aerial Pictometry and Mapping -GIS includes the mapping, aerial views
and data layers that Staff use for Land Use and Infrastructure Management
activities and include the "viewers" used to query and categorize data;
• AudioNisual and Broadcast technologies -AudioNisual systems used in
meeting rooms, projections, streaming media, audio systems, recording, and
graphics support throughout facilities; and
• Website technologies, including Social Media and Outreach -Once a heavily
"technical" expertise, community outreach and civic engagement is changing to
require more social and graphic skills to increase system usability and
communications. Support will include the website, listserver, streaming media,
online data, portals, social media and intranet sites.
Nexlevel will analyze the City IT environment and prepare the RFP documentation in a
way that solicits the best provider for each category. Respondents to the solicitation may
be invited to bid on any number of categories and will submit proposal on their specific
methodology in support of each individual component to include technologies used. The
IT Proposal Review Committee will review, analyze and evaluate each proposal to
determine the Service Provider(s) with the highest level of technical expertise at the best
price for each category of service.
4. Nexlevel Bid Solicitation Professional Services Agreement (PSA)
Nexlevel brings an in-depth knowledge of the City Systems based on their 2012 IT
Assessment. This knowledge is advantageous in the preparation of the City's RFP
documents. Even without this in-depth knowledge, Nexlevel is a proven leader in
technology projects for governmental agencies and is the best choice to support the City
during this critical project. F-5
PSA WITH NEXLEVEL FOR SERVICES RELATED TO IT RFP
July 29 , 2014
Page 6 of 8
The NexLevel proposal specifies the actions they will take during the initial steps of the
process which include:
1. Review existing IT documentation and produce an IT documentation
catalogue
2. Confer with the City Attorney on the most appropriate contracting vehicle
and develop an agreement on RFP format
3. Determine the contract structure
4. Document insurance and/or performance bond requirements for the RFP
5. Develop the IT Outsourcing scope of work and associated service level
metrics
6. Document RFP administrative requirements
7. Develop evaluation criteria and the selection process
8. Develop the preferred technologies/technical boundaries (if applicable)
9. Develop the pricing section
10 . Develop an RFP timeline
11 . Determine a "transition" strategy and necessary processes
12 . Create a draft RFP for City review and comment
13 . Hold a City stakeholder meeting to review RFP
14 . Identify potential vendors and notify them of the City 's intent to release
RFP
15 . Finalize the RFP and distribute
16 . Plan and hold vendor conference(s)
17 . Address vendor questions and comments
5. RFP Assessment and Risk Mediation Steps
Hosted Services
In their 2012 Technology Assessment, NexLevel documented complicating factors to
consider during this RFP process, including the services that are currently hosted on
PVNET servers. NexLevel recommended that the City identify and make a determination
as to whether they should be migrated to a new provider or be prepared to pay ongoing
licensing and maintenance expenses to PVNET. The decision as to the best course of
action depends on technical characteristics of the system , vendors in the marketplace
and the ongoing cost of provisioning and support as related to the overall cost matrix of
the system. Candidates to consider moving to new City controlled systems include the:
• City website including the heavily used listserve system and the non-emergency
reporting system;
• City Council video streaming and meeting archival system
• GIS system inclusive of the ESRI GIS software, LARIAC imagery, information
layers, shape files and the proprietary viewer, the IT inventory system which is a
compilation of all City owned IT assets
• Emergency Incident Management System used during Emergency events to
coordinate and communicate with assets.
F-6
PSA WITH NEXLEVEL FOR SERVICES RELATED TO IT RFP
July 29, 2014
Page 7 of 8
Staff believes it is prudent to consider these system migrations a priority for completion
prior to the end of the RFP process. These projects can be completed with funds
budgeted in FY14-15. PVNET would assist in this migration and continue to support the
City after they have been migrated to a new services provider. At the culmination of the
RFP process, the chosen IT Services Provider will then be able to support these standard
systems as they would other enterprise or business systems for any other organization.
The City will bring forth specific details related to the migration of these services early in
FY14-15 in a comprehensive Technology Infrastructure Planning Strategy that will detail
further steps that the City recommends to position technology into the future. In the
meantime, Staff recommends that, concurrent with the IT services RFP process, Staff
begin the process of selecting replacement vendors for the particularly risk sensitive
systems including:
• GIS system including aerial imagery, the hundreds of layers of information used
daily by the Community Development and Public Works departments and the
necessary "viewer". Estimated cost is approximately $110,000 budgeted in FY13-
14, unspent and to be included in the continuing appropriations to FY14-15.
• Website hosting services to include listserv and non-emergency reporting
components . Estimated cost is approximately $50,000 using funds budgeted in
FY14-15.
• City Council meeting web streaming including agenda and minutes posting and
historical archiving system. Estimated cost is $20,000 using funds budgeted in
FY14-15.
The process of migrating these services would take place concurrently with the IT
Services RFP process and is expected to be complete prior to the end of the RFP process
in order to insure continued smooth provisioning of these services.
Transition of Services Provider(s)
Nexlevel pointed out in their 2012 Assessment that switching IT Service Providers is
complex and risky and that transition must be carefully planned and will require significant
staff time. The outgoing provider must be committed to sharing knowledge and expertise
and it is worth noting that there will likely be a period in which some support process
currently handled by PVNET could be disrupted as the new Service Provider gains an
understanding of City systems. The City has taken steps to lessen the impact of a
transition through the Amended PVNET PSA approved by City Council on July 15, 2014,
and with the proposed transition to new Services Providers for the critical systems
currently hosted by PVNET.
Nexlevel further advised that most providers in the Southern California area likely will
propose the expanded use of remote support services rather than the on-site support
services as currently provided. This model has the benefit of lower cost and access to
higher level technical resources, but a potential negative of longer response times.
Further alternatives to consider are whether one Service Provider providing the majority
of services or several different Service Providers who provide services more in line with
F-7
PSA WITH NEXLEVEL FOR SERVICES RELATED TO IT RFP
July 29, 2014 ·
Page 8 of 8
their particular expertise would be more advantageous to the City. The potentially
complex arrangement of solutions and Service Providers can be best recommended
using the unbiased expertise of other governmental agency IT Management which the
City has proposed as the majority of the "IT Proposal Review Committee" who will review
responses to the RFP.
Finally, Nexlevel commented that "it should be noted that conducting a bid process will
not ensure that the City will pay less for its IT services than what it is paying today. In fact,
we believe that ... bidding the services out may result in a higher overall cost to the City",
based on their analysis of the costs other cities are paying for outsourced IT services. To
mitigate any possible cost increases, the RFP will be formatted in a way to solicit the
widest array of possible pricing and proposed support schemes while still requiring a
comprehensive level of technical expertise.
FISCAL IMPACT
The estimated fee, not to exceed $40,000, for services to be performed by Nexlevel have
been budgeted in FY14-15. No additional budget appropriations are needed.
Attachment:
Nexlevel Professional Services Agreement
F-8
PROFESSIONAL/TECHNICAL SERVICES AGREEMENT
This Agreement is made and entered into this 291h day of July, 2014, by and
between the City of Rancho Palos Verdes (hereinafter referred to as the "CITY") and
NexLevel Information Technology, Inc. (hereafter referred to as "CONSUL TANT").
WHEREAS, the 2014 City Council Goals on Government Efficiency,
Accountability, Fiscal Control, Transparency and Oversight City Council specifies
that the City should rebid the City Information Technology Services (IT Services)
Contract as a step in Goal number 5, Improve Organizational Efficiency as is
also outlined in the 2011 Matrix Report; and
WHEREAS, in 2012, CONSULTANT completed an assessment of CITY'S
network and has in depth prior knowledge of CITY'S Information Technology Systems
(IT Systems) and extensive experience in completing Solicitations of Bids for IT
Services for other municipalities; and
WHEREAS, CONSUL TANT has submitted a proposal to provide services
pursuant to the Exhibit "A," which is entitled "IT Outsourcing Vendor Procurement and
Selection Support Proposal" (the Proposal"), attached hereto and made a part of this
Agreement;
NOW, THEREFORE, IN CONSIDERATION of the covenants hereinafter set forth,
the parties hereto mutually agree as follows:
ARTICLE 1
SCOPE OF SERVICES
1.1 Project Description
Provide IT consulting services as directed by CITY, including the services described
in 1.2 below.
1.2 Description of Services
CONSUL TANT shall perform IT consulting services, as described in
CONSULTANT'S Proposal, which is attached hereto as Exhibit "A" and incorporated
herein by this reference.
1.3 Schedule of Work
Upon receipt of written Notice to Proceed from the CITY, CONSUL TANT
shall perform with due diligence the services set forth in Exhibit "A." Time is of the essence
in this Agreement. CONSUL TANT shall not be responsible for delay, nor shall
CONSUL TANT 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
Page 1 of 11
R6876-0001\1731978.1doc
F-9
information or to approve or disapprove CONSUL TANT's work promptly, or delay or faulty
performance by CITY, other consultants/contractors, or governmental agencies, or any
other delays beyond CONSUL TANT's control or without CONSUL TANT's fault.
CONSUL TANT shall complete the services described herein on or before March 31, 2015.
2.1 Fee
ARTICLE 2
COMPENSATION
(a) CITY agrees to compensate CONSULTANT a not to exceed amount of
$40,000 for services as described in ARTICLE 1.
(b) CITY may request additional specified work under this Agreement. All
such work must be authorized in writing by CITY'S Information Technology Manager (IT
Manager) prior to commencement, provided that the cost for such additional work does not
exceed the total contract price of $40,000. CONSUL TANT shall be paid for such additional
services in accordance with CONSULTANT's schedule of hourly rates included in its
Proposal, attached hereto as Exhibit "A" and incorporated herein by reference. If CITY
requests additional specified work that exceeds $40,000, such additional work must be
approved by the City Council, prior to commencement of the work .
2.2 Payment Address
All payments due CONSUL TANT shall be paid to :
NexLevel Technologies, Inc.
6829 Fair Oaks Blvd., Suite 100
Carmichael, CA 95608
2.3 Terms of Compensation
CONSUL TANT will submit invoices monthly for the percentage of work
completed in the previous month. CITY agrees to authorize payment for all undisputed
invoice amounts within thirty (30) days of rec~ipt of the 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 CONSUL TANT of a disputed amount of 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 CONSUL TANT shall have the right to consider said default a total breach of
this Agreement and be terminated by CONSULTANT without liability to CONSULTANT
upon ten (10) working days advance written notice.
Page 2of11
R6876-0001\1731978.1doc
F-10
2.4 Term of Agreement:
This Agreement shall commence on June 5, 2012 and shall terminate on the
date services are completed, or March 31, 2015, whichever occurs first.
ARTICLE 3
INDEMNIFICATION AND INSURANCE
3.1 Indemnification
Contractor shall defend, indemnify, and hold harmless the City, its
officials, and every officer, employee and agent of City (collectively "City") from any
claim, liability or financial loss (including, without limitation, attorneys fees and costs),
injuries to property or persons (including without limitation, attorneys fees and costs)
arising out of any acts or omissions of Contractor, its officials, officers, employees or
agents in connection with the performance of this Agreement, except for such claim,
liability or financial loss or damage arising from the sole negligence or willful misconduct
of the City, as determined by final arbitration or court decision or by the agreement of
the Parties. Contractor shall defend City , with counsel of City's choice, at Contractor's
own cost, expense, and risk, and shall pay and satisfy any judgment, award, or decree
that may be rendered against City. Contractor shall reimburse City for any and all legal
expenses and costs incurred by each of them in connection therewith or in enforcing
the indemnity herein provided. Contractor's obligation to indemnify shall not be
restricted to insurance proceeds, if any, received by Contractor or City. All duties of
Contractor under this Section shall survive termination of this Agreement.
3.2 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 CONSUL TANT 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:Vll or better.
3.3 Professional Liability
CONSUL TANT shall at all times during the term of this Agreement, carry,
maintain, and keep in full force and effect a policy or policies of professional liability
insurance with a minimum limit of one million dollars ($1 ,000,000) per claim and aggregate
for errors and/or omissions of CONSUL TANT 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 Best's Insurance Guide with a rating of A:VI I or better. If a
"claims made" policy is provided, such policy shall be maintained in effect from the date of
Page 3of11
R6876-0001\1731978.1doc
F-11
performance of work or services on the CITY's behalf until three (3) years after the date of
work or services are accepted as completed. Coverage for the post-completion period may
be provided by renewal or replacement of the policy for each of the three (3) years or by a
three-year extended reporting period endorsement, which reinstates all limits for the
extended reporting period. If any such policy and/or policies have a retroactive date, that
date shall be no later than the date of first performance of work or services on behalf of the
CITY. Renewal or replacement policies shall not allow for any advancement of such
retroactive date.
3.4 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 Automobile Liability
Insurance, with 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 $500,000 for property damage arising from one incident.
3.5 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. CONSUL TANT shall require any subcontractor similarly to provide such
compensation insurance for their respective employees.
3.6 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. CONSUL TANT 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.
3. 7 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 insured.
Page 4of11
R6876-0001\1731978.1 doc
F-12
3.8 Primary Coverage
The insurance provided by CONSULT ANT shall be primary to any coverage
available to CITY. The insurance policies (other than workers compensation and
professional liability) shall include provisions for waiver of subrogation.
ARTICLE 4
TERMINATION
4.1 Termination of Agreement
(a) This Agreement may be terminated at any time, with or without cause,
by the CITY upon thirty (30) days prior written notice or by CONSUL TANT upon ninety (90)
days prior written notice. Notice shall be deemed served if completed in compliance with
Article 6.13.
(b) 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 be paid compensation for all services performed by CONSUL TANT,
in an amount to be determined as follows: for work satisfactorily done in accordance with
all of the terms and provisions of this Agreement, CONSUL TANT shall be paid an amount
equal to the percentage of services performed prior to the effective date of termination or
cancellation in accordance with the work items; provided, 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 Article 2.1.
ARTICLE 5
OWNERSHIP OF DOCUMENTS
5.1 Ownership of Documents and Work Product
All final documents, plans, specifications, reports, photographs, images,
video files and media created or developed by CONSUL TANT 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 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. CONSUL TANT shall
not obtain or attempt to obtain copyright protection as to any Written Products.
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.
Page 5of11
R6876-0001\1731978.1doc
F-13
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.
CONSUL TANT 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 anyway
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 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, CONSUL TANT, 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.
Upon termination, abandonment or suspension of the Project, the
CONSUL TANT shall deliver to the CITY all Written Products and other deliverables related
to the Project. If CONSUL TANT prepares a document on a computer, CONSUL TANT
shall provide CITY with said document both in a printed format and in an electronic format
that is acceptable to the CITY.
6.1 Representation
ARTICLE 6
GENERAL PROVISIONS
The CITY representative shall be its Information Technology Manager (IT
Manager) or his or her designee, and a CONSUL TANT representative shall be designated
by CONSUL TANT as the primary contact person for each party regarding performance of
this Agreement.
6.2 Fair Employment Practices/Equal Opportunity Acts
In the performance of this Agreement, CONSUL TANT shall comply with all
applicable provisions of the California Fair Employment Practices Act (California
Government Code Sections 12940-48) and 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.).
Page 6of11
R6876-0001\1731978.1 doc
F-14
6.3 Personnel
CONSUL TANT represents that it has, or shall secure at its own expense, all
personnel required to perform CONSUL TANT's services under this Agreement.
CONSUL TANT shall make reasonable efforts to maintain the continuity of CONSUL TANT's
staff who are assigned to perform the services hereunder and shall obtain the approval of
the Information Technology Manager (IT Manager) of all proposed staff members who will
perform such services. CONSUL TANT may associate with or employ associates or
subcontractors in the performance of its services under this Agreement, but at all times
shall be responsible for their services.
6.4 Conflicts of Interest
CONSUL TANT 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 CONSUL TANT "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 CONSUL TANT has been retained
pursuant to this Agreement.
6.5 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 CONSUL TANT require the testimony of CONSUL TANT 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.
6.6 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
Page 7of11
R6876-0001\1731978.1 doc
F-15
harmless, defend 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, CONSUL TANT may use the services of persons
and entities not in CONSUL TANT's direct employ, when it is appropriate and customary to
do so. CONSUL TANT's use of subcontractors for additional services shall not be
unreasonably restricted by the CITY provided CONSUL TANT notifies the CITY in advance.
6. 7 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 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 CONSUL TANT wishes except as expressly provided in this Agreement.
CONSUL TANT 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. CONSUL TANT 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. CONSUL TANT 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 CONSUL TANT 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.
6.8 Titles
The titles used in this Agreement are for general reference only and are not
part of the Agreement.
6.9 Entire Agreement
This Agreement, including any other documents incorporated herein by
specific reference, represents the entire and integrated agreement between CITY and
CONSUL TANT 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 8of11
R6876-0001\1731978.1 doc
F-16
6.10 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.
6.11 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 CONSUL TANT
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 CONSUL TANT, 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.
6.12 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.
6.13 Notice
Except as otherwise required by law, any notice, request, direction, demand,
consent, waiver, approval or other communication required or permitted to be given
hereunder shall not be effective unless it is given in writing and shall be delivered (a) in
person or (b) by certified mail, postage prepaid, and addressed to the parties at the
addresses stated below, or at such other address as either party may hereafter notify the
other in writing as aforementioned:
To CITY:
Responsible Person:
Dan Landon, Information Technology Manager (IT Manager)
City of Rancho Palos Verdes
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
To CONSULTANT:
Responsible Person :
Terry Hackelman, Managing Principal
NexLevel Information Technology, Inc.
6829 Fair Oaks Blvd., Suite 100
Carmichael, CA 95608
Page 9of11
R6876-0001\1731978.1 doc
F-17
A party may change its address by giving written notice to the other party.
Thereafter, any notice or other communication shall be addressed and transmitted to the
new address. If sent by mail, any notice, tender, demand, delivery or other communication
shall be deemed effective three (3) business days after it has been deposited in the United
States mail. For purposes of communicating these time frames, weekends and federal,
state, religious, County of Los Angeles or CITY holidays shall be excluded. No
communication via facsimile or electronic mail shall be effective to give any such notice or
other communication hereunder.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date and year first above written.
Dated : ------------
ATTEST:
CITY CLERK
CONSULTANT
Its:
Its: -------------
CITY OF RANCHO PALOS VERDES
A Municipal Corporation
BY:
------------~
Its: Mayor
Page 10of11
R6876-0001\1731978.1doc
F-18
Exhibit "A":
Nexlevel IT Outsourcing Vendor Procurement and Selection Support Proposal
for City of Rancho Palos Verdes
Page 11of11
R6876-0001\1142862v5.doc
F-19
..___\I~
IT Outsourcing Vendor Procurement
And Selection Support Proposal
For
City of Rancho Palos Verdes
Prepared by
Nexlevel Information Technology, Inc.
July 15, 2014
F-20
July 15, 2014 IT Outsourcing Vendor Procurement Proposal
Introduction
In June 2012, the City of Rancho Palos Verdes engaged Nexlevel Information Technology,
Inc. to complete the following activities:
• Review the status of recommendations made in a 2008 Management Partners
Organizational Assessment report;
• Review the status of the 2012 IT Upgrade Plan;
• Review the existing IT Service Plan between the City and Palos Verdes on the Net
(PVNET); and
• Review the timing and nature of the competitive bid process for IT services.
Nexlevel completed this work and presented its findings to the City Council in October 2012, at
which time the Council accepted the findings contained in the Nexlevel report. After
acceptance of the Nexlevel report, the City Council expressed their desire to proceed with
conducting a competitive procurement of the City's outsourced IT services.
Subsequently, the City requested that Nexlevel provide a proposal for managing the activities
related to the process for soliciting outsourced information technology services. This proposal
identifies the scope, resources, timeline, and cost for Nexlevel services to develop a Request
for Proposal for a competitive procurement of the City's outsourced IT operations.
Scope of Work
Nexlevel is a management consulting company serving California public sector clients. We
work with local agencies to help plan, procure, and manage technology to support business
needs. We have extensive experience in working with California municipalities, and bring a
strong understanding of the market drivers that impact technology decisions. Nexlevel offers
the City an experienced team of consultants that are well versed in the municipal environment
and IT outsourcing.
Nexlevel is proposing an approach that provides the City the resources necessary to develop
and distribute a comprehensive RFP for IT outsourcing services. Our detailed approach to
specific activities during the process will help ensure a complete RFP that addresses the City's
needs, while providing the vendor community an opportunity to propose services that will best
meet the desires of Rancho Palos Verdes. Table 1 identifies the specific activities for the
development of the RFP.
Table 1 -IT Outsourcing RFP Development Activities
TASK ACTIVITY DESCRIPTION NO.
1. Review existing IT documentation and produce IT documentation catalogue
2 . Confer with City Attorney on contracting vehicle and develop agreement on
RFP format
3. Determine contract structure
4 . Document insurance requirements and/or performance bond for RFP
5. Develop IT Outsourcing scope of work and associated service level metrics
6. Document RFP administrative requirements
7 . Develop evaluation criteria and selection process
Page 1 Prepared for City of Rancho Palos Verdes L::V::L
Information TC!thnolol':Y· Inc
F-21
July 15, 2014 IT Outsourcing Vendor Procurement Proposal
TASK ACTIVITY DESCRIPTION NO.
8 . Develop preferred technologies/technical boundaries (if applicable)
9. Develop pricing section
10. Develop RFP timeline
11 . Determine "transition" strategy and necessary processes
12 . Create draft RFP for City review and comment
13 . Hold City stakeholder meeting to review RFP
14 . Identify potential vendors and notify of the City's intent to release RFP
15. Finalize RFP and distribute
16. Plan and hold vendor conference
17 . Address vendor questions and comments
The activities listed above are intended to provide the City with multiple proposals for IT
outsourcing services. Upon completion of these activities, the City will be able to evaluate and
select the outsourcing vendor that provides the most appropriate package of services to meet
the City's specific needs. It should be noted that Nexlevel will not be participating in the
vendor evaluation process.
Nexlevel will collaborate closely with staff on each activity throughout the RFP development
process, such that if there are activities that City staff can perform, Nexlevel will modify its
level of effort.
The City has indicated that once a vendor has been selected, the City may wish to utilize
Nexlevel resources for contract negotiation efforts. Nexlevel is prepared to assist with these
activities if the City desires, and will provide a cost estimate for these services at that time.
Proposed Resources and Project Cost
To help ensure a successful competitive procurement, Nexlevel will be utilizing consultants
with deep expertise and experience in IT operations, IT outsourcing practices, IT procurement,
and contract negotiations. Management of the Nexlevel team will be performed by Patrick
Griffin. Mr. Griffin will coordinate all Nexlevel activities with the City's project sponsor, and will
ensure that Nexlevel resources are available to complete the activities/tasks outlined above in
a timely manner.
Table 2 below provides the estimated number of hours required to complete the proposed
scope of work.
Table 2 -Estimated Hours to Complete RFP Development
TASK ACTIVITY DESCRIPTION EST.
NO. HOURS
1. Review existing IT documentation and produce IT documentation 80
catalogue
2. Confer with City Attorney on contracting vehicle and develop 8
agreement on RFP format
3. Determine contract structure 4
4. Document insurance requirements and/or performance bond for 4
RFP
Prepared for City of Rancho Palos Verdes Page 2 N:: L::V::L
h1 lorlftlt ron Ya ch l'l olOR;t-h•<
F-22
July 15, 2014 IT Outsourcing Vendor Procurement Proposal
TASK ACTIVITY DESCRIPTION EST.
NO. HOURS
5. Develop IT Outsourcing scope of work and associated service level 24
metrics
6. Document RFP administrative requirements 8
7 . Develop evaluation criteria and selection process 8
8 . Develop preferred technologies/technical boundaries (if applicable) 4
9. Develop pricing section 4
10 . Develop RFP timeline 2
11 . Determine "transition" strategy and necessary processes 4
12 . Create draft RFP for City review and comment 24
13 . Hold City stakeholder meeting to review RFP 8
14. Identify potential vendors and notify of the City's intent to release 4
RFP
15. Finalize RFP and distribute 16
16 . Plan and hold vendor conference 4
17 . Address vendor questions and comments 16
Total Estimated Hours 222
The estimated hours per activity include all aspects of each task, including planning, review,
follow up, research, analysis, and management updates associated with each activity.
Nexlevel's bill rate is $165 per hour. Nexlevel is committed to working closely with the City in
the planning and completion of tasks. For example, in some cases, City staff may be able to
assist in performing tasks or subtasks, thereby reducing the time required by Nexlevel
consultants and the overall cost to the City . By working closely together, we believe the project
can be completed in the most cost effective and expedient manner.
Nexlevel intends to use Southern California resources; therefore, there will be no travel
expenses incurred. In the event that any out-of-area Nexlevel resources need to travel to
Southern California, Nexlevel will bill the City actual expenses incurred by staff traveling from
our Sacramento headquarters. Nexlevel will provide receipts and documentation necessary to
support expenses .
Nexlevel will invoice the City at the end of each month for the level of effort expended during
that month . A monthly project status report will also be distributed identifying time spent by
day, by consultant, including a short description of the task(s) performed . In addition, the
project status report will discuss the overall status of the project , as well as identify any issues
or constraints.
Project Timeline
Based on our experience with similar projects, we anticipate that the activities outlined above to
complete and distribute the outsourcing RFP will encompass approximately 3 -5 months.
Nexlevel is open to discussing this schedule and can be flexible to meet the unique timing and
scheduling demands of the City.
Page 3 Prepared for City of Rancho Palos Verdes L::V::L
lnforrflalion Tcthnolop,y. Inc.
F-23