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Acorn Technology Services - FY2023-0891 Managed Services Prepared for City of Rancho Palos Verdes (CRPV) By Craig Wolynez | cwolynez@acorntechservices.com Valid until Friday, 23 June 2023 DocuSign Envelope ID: FBA7BE9B-89D5-47CA-B0C8-7E467367CE4CDocuSign Envelope ID: E17110BA-9D5B-47C7-9E8F-669BC8F8D7D2 2 THIS MASTER SERVICES AGREEMENT (“Agreement”) is entered into between Acorn Technology Services., a California corporation (“Provider”), with its main place of business located at 1960 Chicago Avenue, Suite E9, Riverside, CA 92507, and City of Rancho Palos Verdes, a California general law city (CRPV) (“Client”), with its main place of business located at 30940 Hawthorne Boulevard, City of Rancho Palos Verdes, CA 90275, and shall be effective as of June 21, 2023 (the “Effective Date”). 1. SERVICES. Provider will provide information technology consulting services as described in this Agreement, including in all Statements of Work, Exhibits and Schedules attached hereto (the “Services”) to Client. The Services shall include certain IT (Information Technology) strategy, server management, security services, network management, helpdesk, and equipment procurement, as more fully described on the Statement of Work attached hereto as Schedule A and hereby incorporated by reference including any error corrections, modifications and updates thereto provided by Provider to Client under this Agreement and as may be updated from time to time by Provider (the “SOW”). 2. SCOPE OF SERVICES. 2.1 Provider will perform the Services as set forth in the SOW and any other statements of work referencing this Agreement. All Services will be provided using commercially reasonable efforts unless otherwise expressly set forth herein by Provider. 2.2 During the Term (as defined in Section 5.1) and subject to the terms and conditions of this Agreement, Provider will render the Services itself or through one or more independent contractors in Provider’s sole discretion (the “Contractors”). 2.3 Unless expressly stated otherwise, in the event of any inconsistency between the terms and conditions and matters set forth in this Agreement and the SOW or any appendices or related amendments thereto, the terms and conditions in the Agreement will prevail. 3. CLIENT'S OBLIGATIONS. 3.1 Client shall: 3.1.1 operate with Provider in all matters relating to the Services and appoint a Client employee to serve as the primary contact with respect to the Agreement and who will have the authority to act on behalf of Client with respect to matters pertaining to this Agreement. 3.1.2 provide such access to the “Covered Locations”, as set forth on the SOW, and such office accommodation and other facilities as may reasonably be required by Provider, for the purposes of performing the Services and respond promptly to any Provider request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Provider to perform Services in accordance with the requirements of this Agreement; 3.1.3 provide such information as Provider may request in order to carry out the Services, in a timely manner, and ensure that it is complete and accurate DocuSign Envelope ID: FBA7BE9B-89D5-47CA-B0C8-7E467367CE4CDocuSign Envelope ID: E17110BA-9D5B-47C7-9E8F-669BC8F8D7D2 3 in all material respects; and 3.1.4 ensure that all “Covered Components”, as set forth on the SOW, are in good working order and suitable for the purposes for which it is used and conforms to all relevant legal or industry standards or requirements; 3.1.5 obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services in all cases before the Effective Date; and 3.2 If Provider’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Client or its agents, subcontractors, consultants, or employees, Provider shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Client, in each case, to the extent arising directly or indirectly from such prevention or delay. 4. FEES, BILLING, TAXES AND PAYMENT. Client agrees to pay the following fees (collectively the “Fees”: 4.1 Fees: In consideration of the provision of the Services by Provider and the rights granted to Client under this Agreement, Client shall pay the Fees set forth in the applicable SOW that shall include certain “Monthly Services Fees”, based on the number of Covered Components and Covered Locations as set forth in the SOW, and certain fixed “Professional Services Fees”; provided however that Provider reserves the right to modify the Monthly Services Fee and Professional Services Fees to account for increases in the number of Covered Components and Covered Locations. 4.2 Out of Scope Items: In addition to the Monthly Services Fee, Provider will invoice Client for services that are outside the scope of the services set forth in the SOW ("Projects"). Projects will be billed at a rate defined in the Pricing Amendment. Projects will be quoted on a Project by Project basis with a 'Not To Exceed' price point. 4.3 Other Charges: 4.3.1 Equipment. Client shall reimburse Provider, at Provider’s actual cost, for any materials, machinery, equipment, and third-party services reasonably necessary for the provision of the Services. 4.4 Pro Rata Billing: Billing will typically be done on a calendar month basis. For that reason, pro rata billing may occur throughout the course of a billing cycle for any Services that Client requests or uses and that only apply to part of a given calendar month. 4.5 Bill Disputes: Client will notify Provider of any dispute relating to charges for Services billed to Client by submitting written notice to Provider within sixty (60) days of the date of invoice for the disputed charges. The existence of a dispute will not relieve Client from paying any and all undisputed amounts due under this Agreement. Client waives all rights to dispute any charges not disputed in writing within the sixty (60) day period. Provider reserves the right to suspend any of the Services offered under this Agreement, without prejudice, if Client’s account is more than sixty (60) days past due and written or emailed notice has been provided to Client; including, but not limited to, its service delivery, priority level and incident handling notification DocuSign Envelope ID: FBA7BE9B-89D5-47CA-B0C8-7E467367CE4CDocuSign Envelope ID: E17110BA-9D5B-47C7-9E8F-669BC8F8D7D2 4 procedures set forth in the Service Level Agreement attached hereto as Schedule B. 5. TERM AND TERMINATION 5.1 Term: This Agreement shall commence on the Effective Date and shall continue thereafter until June 30, 2027, unless earlier terminated in accordance with the terms and conditions set forth herein (the “Initial Term”). This Agreement shall automatically renew for one (1) one (1) year successive term (the “Renewal Term” and together with the Initial Term, the “Term”) unless either Party notifies the other of its intent not to renew this Agreement at least thirty (30) days prior to the expiration of the Initial Term or the subsequent Renewal Term. If the Term is renewed for the Renewal Term pursuant to this Section 4.1, the terms and conditions of this Agreement during each such Renewal Term shall be the same as the terms and conditions in effect immediately prior to such renewal, subject to any change in Fees payable hereunder by Client during the applicable Renewal Term as may be set forth in a SOW. 5.2 Termination: 5.2.1 Termination by Provider For Cause. Provider may terminate this Agreement with cause under the following conditions: (a) for any breach of this Agreement, including failure to make timely payment by Client, which is incapable of cure or remains uncured beyond ten (10) days from notice by Provider; or (b) if Client becomes insolvent, liquidates, makes a general assignment for the benefit of creditors, files a voluntary petition of bankruptcy, suffers or permits the appointment of a receiver for its business or assets, or becomes subject to any proceedings under any bankruptcy or insolvency law, voluntarily or otherwise. Client shall immediately notify Provider of the occurrence of any of the events described in clause (b) of this Section 4.2.1. Termination by Provider for cause does not diminish in any way Client’s obligation to pay in full for all Services rendered by Provider. 5.2.2 Termination by Client for Cause. Client may terminate with cause this Agreement if Provider fails to fulfill in any material respects its obligations under this Agreement and does not cure such failure within thirty (30) days of receipt of written notice of such alleged failure. Termination by Client for cause does not diminish in any way Client's obligation to pay in full for all Services rendered by Provider; provided further that Client pay Monthly Services Fee until services have been transferred to another designated vendor, if Client elects to continue services until then. 5.2.3 Termination Process. If either party terminates this Agreement with cause, then (a) Provider agrees to assist Client in the orderly termination of the Services, including timely transfer of the Services to another designated vendor, as requested by Client, provided that Client pays Provider at the Provider’s prevailing rate the actual costs of rendering such assistance; and (b) Client agrees to immediately pay Provider all remaining unpaid Fees for Services rendered by Provider through the date of termination. 5.2.4 Contract Termination. The Client reserves the right to terminate this Contract at any time, with or without cause, upon 120 (one hundred twenty) days' written notice to the Provider, except that where termination is due to the fault of the Provider, the period of notice may be such shorter time as may be determined by the Client. In addition, the Provider reserves the right to terminate this Contract at any time, with or without cause, upon 120 (one hundred twenty) days' written notice to Client, except that where termination is due to the fault of the Client, the period of notice DocuSign Envelope ID: FBA7BE9B-89D5-47CA-B0C8-7E467367CE4CDocuSign Envelope ID: E17110BA-9D5B-47C7-9E8F-669BC8F8D7D2 5 may be such shorter time as the Provider may determine. 6. CHANGE ORDERS. If Provider wishes to change the scope or performance of the Services, it shall submit details of the change to Client in writing. Provider shall, at the same time that Provider initiates such a request, provide a written estimate to Client of: (a) the likely time required to implement the change; (b) any necessary variations to the Fees and other charges for the Services arising from the change; (c) the likely effect of the change on the Services. Promptly after receipt of the written estimate, the parties shall negotiate and agree in writing on the terms of such change (a “Change Order”). Neither party shall be bound by any Change Order unless mutually agreed upon in writing in accordance with Section 13.8. 7. CONFIDENTIAL INFORMATION From time to time during the Term of this Agreement, either party (as the “Disclosing Party”) may disclose or make available to the other party (as the “Receiving Party”), non-public, proprietary, and confidential information of Disclosing Party that, if disclosed in writing or other tangible form is clearly labeled as “confidential,” or if disclosed orally, is identified as confidential when disclosed; provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party’s breach of this Section 5; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party’s possession prior to Disclosing Party’s disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information. To the maximum extent permitted by California law, including the California Public Records Ace, the Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s affiliates who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party’s sole cost and expense, a protective order or other remedy. DocuSign Envelope ID: FBA7BE9B-89D5-47CA-B0C8-7E467367CE4CDocuSign Envelope ID: E17110BA-9D5B-47C7-9E8F-669BC8F8D7D2 6 8. LIMITED WARRANTY AND DISCLAIMER; LIMITATION OF LIABILITY 8.1 Client Warranty. Client assumes all responsibility for compliance with all applicable laws, ordinances and other regulations relating to the operation of the equipment, software and Services. 8.2 Provider Limited Warranty. Provider hereby warrants and represents that Provider shall: (a) perform the Services in accordance with the terms and subject to the conditions set out in the respective SOW and this Agreement and in a professional workmanlike manner in accordance with generally recognized industry standards for similar services; (b) to the best of Provider’s knowledge all Services will be rendered in compliance with all material laws, ordinances and other regulations applicable to Provider; and (c) act in accordance with all applicable administrative, physical, and technical safeguards outlined in this Agreement (including the SOW) for the protection of the security, confidentiality and integrity of Client data. The warranties set forth in this Section 8.2 are the only warranties made by Provider. 8.3 Disclaimer. WITHOUT LIMITING THE FOREGOING, PROVIDER EXPRESSLY DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES, OBLIGATIONS, LIABILITIES, RIGHTS AND REMEDIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, ARISING BY LAW OR OTHERWISE, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND ANY IMPLIED INDEMNITIES. ADDITIONALLY, CERTAIN SERVICES SHALL REQUIRE THE TECHNICAL PROCESSING, STORAGE AND TRANSMISSION OF ITS DATA OVER THE INTERNET, AND VARIOUS NETWORKS, AND THAT SUCH SERVICES MAY EXPOSE CLIENT DATA TO POTENTIAL UNAUTHORIZED ACCESS OR OTHER TECHNICAL BREACH, AND CLIENT ACKNOWLEDGES AND UNDERSTANDS THAT SUCH UNAUTHORIZED ACCESS OR BREACH CANNOT BE CONCLUSIVELY AVOIDED AND THAT PROVIDER WILL NOT HELD IN ANY WAY RESPONSIBLE, LIABLE OR OTHERWISE AT FAULT FOR SUCH UNAUTHORIZED ACCESS OR BREACH. 8.4 Limitation of Liability. IN NO EVENT WILL PROVIDER BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY LOSS OF PROFIT, REVENUE, LOSS OF DATA OR DIMINUTION IN VALUE, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, INDIRECT OR ECONOMIC DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF USE, LOSS OF DATA OR LOSS OF GOODWILL), INCURRED OR SUFFERED BY CLIENT ARISING AS A RESULT OF OR RELATED TO THIS AGREEMENT, THE SERVICES, ANY SOFTWARE OR EQUIPMENT PROVIDED WITH THE SERVICES, OR A CYBERATTACK, WHETHER SUCH CLAIMS ARISE FROM ANY CLAIM BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR PROVIDER OR ITS CONTRACTORS WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. THE TOTAL MONETARY LIABILITY OF PROVIDER FOR ALL CLAIMS OF ANY KIND RELATED TO THIS AGREEMENT, OR TO ANY ACT OR OMISSION OF PROVIDER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL NOT EXCEED AN AMOUNT EQUAL TO THE AMOUNT DocuSign Envelope ID: FBA7BE9B-89D5-47CA-B0C8-7E467367CE4CDocuSign Envelope ID: E17110BA-9D5B-47C7-9E8F-669BC8F8D7D2 7 PAID BY CLIENT TO PROVIDER FOR THE SERVICES DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE THE CLAIM ARISES. 8.5 Third Party Services. The purchase by Client of any services offered by a party other than Provider (“Third Party Services”) not offered as part of Provider’s Services, including but not limited to implementation, customization, consulting services, financing of equipment and software, or any exchange of data between Client and the person or entity providing such products or services (the “Third Party”) is solely between Client and the applicable Third Party and is subject to the terms and conditions of Client’s separate agreement with such Third Party, even if referred by Provider. Provider does not warrant, endorse or support any Third Party Services, and is not responsible or liable for such services or any losses or issues that result from Client’s use of such services. Client represents and warrants that Client’s use of any Third Party Service signifies Client’s independent consent to the access and use of Client’s data by the Third Party Service provider, and that such consent, use and access is outside of Provider’s control. Provider will not be responsible or liable for any disclosure, modification or deletion of data resulting from any such access by a Third Party. 8.6 Insurance. During the Term, Provider shall, at its own expense, maintain and carry insurance with financially sound and reputable insurers, in full force and effect that includes, but is not limited to, commercial general liability in a sum no less than $2,000,000. Provider shall name Client, its elected and appointed officials, officers, employees and agents, as an additional insured under such insurance policy. Coverage provided by Provider shall be primary and any insurance or self-insurance procured or maintained by Client shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of Client before the Client’s own insurance or self-insurance shall be called upon to protect it as a named insured. 8.7 Cyber Insurance. Client shall, at its own expense, procure and maintain in full force at all time during the term of this Agreement cyber insurance covering cyber and network risks. Client shall name Acorn Technology Services as an additional insured under such cyber insurance policy. Such insurance shall include, but not be limited to, coverage for liability arising from: (a) theft, dissemination and/or use of Confidential Information stored or transmitted in electronic form; (b) the introduction of a computer virus into, or otherwise causing damage to, Client’s, a customer’s or third person’s computer, computer system, network or similar computer related property and the data, software, programs, personally identifiable information and intellectual property stored thereon; (c) ransomware/cyber extortion, including ransom payment(s); and (d) crisis management, including professional services for recovery and or emergency recovery services. Such insurance will be maintained with limits of no less than $2,000,000 per claim and in the annual aggregate, and may be maintained on a stand-alone basis, or as cyber insurance coverage provided as part of any professional liability insurance policy. DocuSign Envelope ID: FBA7BE9B-89D5-47CA-B0C8-7E467367CE4CDocuSign Envelope ID: E17110BA-9D5B-47C7-9E8F-669BC8F8D7D2 8 9. INDEMNIFICATION To the full extent permitted by law, Provider agrees to indemnify, defend and hold harmless the Client, Client, its elected and appointed officials, officers, employees and agents (“Indemnified Parties”) against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Provider, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Provider is legally liable (“indemnitors”), or arising from Provider’s or indemnitors’ reckless or willful misconduct, or arising from Provider’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith: (a) Provider will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys’ fees incurred in connection therewith; (b) Provider will promptly pay any judgment rendered against the Client, its elected and appointed officials, officers, employees and agents, for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Provider agrees to save and hold the Client, its officers, agents, and employees harmless therefrom; (c) In the event the Client, its elected and appointed officials, officers, employees and agents officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Provider for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Provider hereunder, Provider agrees to pay to the Client, its elected and appointed officials, officers, employees and agents officers, agents or employees, any and all costs and expenses incurred by the Client, its elected and appointed officials, officers, employees and agents officers, in such action or proceeding, including but not limited to, legal costs and attorneys’ fees. Provider shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Provider shall be fully responsible to indemnify Client hereunder therefore, and failure of Client to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Provider in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of Client’s sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from Client’s negligence. The indemnity obligation shall be binding on successors and assigns of Provider and shall survive termination of this Agreement. DocuSign Envelope ID: FBA7BE9B-89D5-47CA-B0C8-7E467367CE4CDocuSign Envelope ID: E17110BA-9D5B-47C7-9E8F-669BC8F8D7D2 9 10. SYSTEM AGENT; COLLECTION AND USE OF INFORMATION 10.1 System Agent. Provider may provide a monitoring and reporting agent (the “Agent”), including certain patch management and/or system updates that enable Provider to monitor and report on Client’s network health and status. Client agrees to the installation of the Agent, and updates to the Agent as necessary, at Provider’s request, at any time during the Term. Client agrees not to delete or remove the Agent during the term of this Agreement. Provider’s obligations are subject to Client’s compliance with respect to granting permission to install the Agent as specified in this Section 8.1. Provider does not warrant that the Agent will be error free or will operate without interruption. If the Agent is found to have caused material issues on the Client’s network and these issues can be reasonably associated to the installation of the Agent through uniform testing and tracing methodologies, Provider’s liability will be limited to the removal of Agent from the Client’s environment and subject to the general limitations set forth above in Section 8.4. 10.2 Collection and Use of Information. Provider may, directly or indirectly through the services of others, collect and store information regarding use of the Services and about equipment on which the Services are administered. Client agrees that Provider may use such information for any purpose related to Provider’s administration of the Services, including but not limited to: (a) improving the Services; and (b) verifying compliance with the terms of the Agreement; but for no other purposes whatsoever. 11. SUBCONTRACTING In the performance of the Services, Provider shall have the right, in its sole discretion, to subcontract the performance of any of its duties or obligations under this Agreement to any Contractor. Provider shall notify Client in writing of its intent to subcontract for any part of the Services, and provide Client with the scope of work that it will subcontract, and the individual or entity to whom the work will be subcontracted. Client shall have the right to veto subcontracting to a particular individual or entity, which veto shall not be exercised unreasonably. 12. MISCELLANEOUS 12.1 Status of Parties. Performance by Provider of its duties and obligations under this Agreement will be that of an independent contractor, and nothing herein will create or imply an agency relationship between Provider and Client, nor will this Agreement be deemed to constitute a joint venture or partnership between the parties. All rights and obligations of the parties hereunder are personal to them and this Agreement is not intended to benefit, nor shall it be deemed to give rise to, any rights in any third party. 12.2 Assignment. Client shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Provider’s prior written consent. No assignment, delegation, or transfer will relieve Client of any of its obligations or performance under this Agreement. This Agreement is binding on and inures to the benefit of the Parties hereto and their respective successors and permitted assigns. DocuSign Envelope ID: FBA7BE9B-89D5-47CA-B0C8-7E467367CE4CDocuSign Envelope ID: E17110BA-9D5B-47C7-9E8F-669BC8F8D7D2 10 12.3 Choice of Law. This Agreement will be governed by, construed and enforced in accordance with the laws of the State of California without regard to its conflicts of laws or its principles. Any claim or suit relating to this Agreement will be brought to any court of competent jurisdiction located in the state and federal courts located in Riverside, California. In any action to enforce this Agreement, both parties agree to pay reasonable attorneys’’ fees and costs in connection with such action to prevailing party. Both parties agree to waive the right to trial by jury with respect to any proceeding related to this Agreement. 12.4 Choice of Forum. Each party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind whatsoever against the other party in any way arising from or relating to this Agreement, including all exhibits, schedules, attachments and appendices attached to this Agreement, and all contemplated transactions, in any forum other than the Central District of California or the courts of the State of California. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation or proceeding only in Central District of California or the courts of the State of California. Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. 12.5 Severability. If any of the provisions contained herein will, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provisions of this Agreement, and this Agreement will be construed as if such provision(s) had never been contained herein, provided that such provision(s) will be curtailed, limited, or eliminated only to the extent necessary to remove the invalidity, illegality, or unenforceability. The section headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of the Agreement. Neither this Agreement nor any term or provision hereof or rights hereunder, may be changed, waived, discharged, amended, or modified in any manner other than by written notice signed by both parties. 12.6 Notices. All notices given under this Agreement must be given in writing. Client accepts that communication may be electronic. Either party may contact the other via email. Client agrees to this electronic means of communication and Client acknowledges that all contracts, notices, information and other communications that Provider provides to Client electronically are acceptable and effective as notice. 12.7 Force Majeure. 12.7.1 No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) reasonable control, including without limitation the following force majeure events (“Force Majeure Events”): (a) acts of God; (b) flood, fire, earthquake, epidemics, quarantines, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; and (f) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within thirty (30) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. DocuSign Envelope ID: FBA7BE9B-89D5-47CA-B0C8-7E467367CE4CDocuSign Envelope ID: E17110BA-9D5B-47C7-9E8F-669BC8F8D7D2 11 12.7.2 During the Force Majeure Event, the non-affected party may similarly suspend its performance obligations until such time as the affected party resumes performance. 12.7.3 The affected party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized and shall resume performance of its obligations as soon as reasonably practicable after the removal of the cause. 12.8 Amendment. No amendment to or modification of this Agreement is effective unless it is in writing and signed by each party. No waiver by Provider of any breach by Client of any of the provisions of this Agreement will be deemed a waiver of any preceding or succeeding breach of this Agreement. No such waiver will be effective unless it is in writing signed by both parties, and then only to the extent expressly set forth in such writing. 12.9 Survival. The payment obligations arisen prior to termination of this Agreement as well as Section 7 (Confidentiality), Section 8 (Limited Warranty and Disclaimer; Limitation of Liability), Section 9 (Indemnification), and Section 12 (Non - Solicitation) will survive termination of this Agreement. 12.10 Entire Agreement. The SOW and any related documents or amendments are incorporated into this Agreement by reference. This Agreement together with any attachments referred to within this Agreement, and any separate signed documents incorporating this Agreement, constitute the entire Agreement between the parties with respect to the Services, and supersedes all prior agreements, proposals, negotiations, representations or communications relating to the Services. Both parties acknowledge that they have not been induced to enter into this Agreement by any representations or promises not specifically stated within the Agreement. If any provision of this Agreement is held or made invalid or unenforceable for any reason, such invalidity shall not affect the remainder of this Agreement, and the invalid or unenforceable provisions shall be replaced by a mutually acceptable provision, which being valid, legal and enforceable comes closest to the original intentions of the parties hereto and has like economic effect. This Agreement may be executed in counterparts and delivered by facsimile, emailed PDF or other electronic means, each of which shall be deemed an original, but all of which shall constitute one and the same document. 13.0 CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 13.1. Non-liability of City Officers and Employees. No officer or employee of the Client shall be personally liable to the Provider, or any successor in interest, in the event of any default or breach by the Client or for any amount which may become due to the Provider or to its successor, or for breach of any obligation of the terms of this Agreement. 13.2. Conflict of Interest. Provider covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of Client or which would in any way hinder Provider’s performance under this Agreement. Provider further covenants that in the performance of this Agreement, no person DocuSign Envelope ID: FBA7BE9B-89D5-47CA-B0C8-7E467367CE4CDocuSign Envelope ID: E17110BA-9D5B-47C7-9E8F-669BC8F8D7D2 12 having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of Client. Provider agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of Client in the performance of this Agreement. No officer or employee of the Client shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects her/his financial interest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation. Provider warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 13.3. Covenant Against Discrimination. Provider covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Provider shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class. 13.4. Unauthorized Aliens. Provider hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C. § 1101 et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Provider so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against Client for such use of unauthorized aliens, Provider hereby agrees to and shall reimburse Client for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys’ fees, incurred by Client. 13.5. Warranty & Representation of Non-Collusion. No official, officer, or employee of Client has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of Client participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of “financial interest” shall be consistent with State law and shall not include interests found to be “remote” or “noninterests” pursuant to Government Code §§ 1091 or 1091.5. Provider warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any Client official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Provider further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, DocuSign Envelope ID: FBA7BE9B-89D5-47CA-B0C8-7E467367CE4CDocuSign Envelope ID: E17110BA-9D5B-47C7-9E8F-669BC8F8D7D2 13 any Client official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Provider is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect. Provider’s Authorized Initials _______ [Signatures On The Following Page] DocuSign Envelope ID: FBA7BE9B-89D5-47CA-B0C8-7E467367CE4CDocuSign Envelope ID: E17110BA-9D5B-47C7-9E8F-669BC8F8D7D2 14 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written. CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation Barbara Ferraro, Mayor ATTEST: Teresa Takaoka, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP William W. Wynder, City Attorney PROVIDER: Acorn Technology Services By: Name: Title: By: Name: Title: Address: Two corporate officer signatures required when Provider is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT’S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY. 1960 Chicago Ave e9, Riverside, CA 92507 DocuSign Envelope ID: FBA7BE9B-89D5-47CA-B0C8-7E467367CE4C Craig Wolynez CEO COO Umar Irshad DocuSign Envelope ID: E17110BA-9D5B-47C7-9E8F-669BC8F8D7D2 15 SCHEDULE A STATEMENT OF WORK This Statement of Work is entered into by and between Provider and Client, pursuant to and governed by the Agreement, and is hereby made an attachment thereof (the “SOW”). The parties agree that this SOW is subject to and controlled by the terms of the Agreement. In the event of a conflict between this SOW and the Agreement, the terms of the Agreement shall prevail and control. All capitalized terms not defined in this SOW have the meanings given to such terms in the Agreement. SERVICES SCHEDULE. Provider will render some or all of the Services listed on the following exhibits (collectively the “SOW Exhibits”) attached hereto and hereby incorporated by reference including any error corrections, modifications and updates thereto provided by Provider to Client under this SOW and as may be updated from time to time by Provider: Helpdesk Services Exhibit Engineering Services: Server Support Exhibit Engineering Services: Network Support Exhibit Onsite Support Exhibit EXCLUSIONS. The parties hereto acknowledge and agree that the services set forth as “Exclusions” on the SOW Exhibits, and as more fully described on Additional Exclusions Exhibit, are expressly excluded from this SOW. COVERED COMPONENTS AND COVERED LOCATIONS. The parties hereto Acknowledge and agreement that the Monthly Services Fees and Professional Services Fees as based on the number of Covered Components as set forth on the Covered Components Exhibit and the Covered Locations as set forth on the Covered Locations Exhibit. The Monthly Services Fees and Professional Services Fees are subject to change with the addition of Covered Components or Covered Locations as per Schedule C Fees. FEES. In consideration of the provision of the Services by Provider, Customer shall pay the amounts set forth on SCHEDULE C Fees Exhibit. DocuSign Envelope ID: FBA7BE9B-89D5-47CA-B0C8-7E467367CE4CDocuSign Envelope ID: E17110BA-9D5B-47C7-9E8F-669BC8F8D7D2 16 HELPDESK SERVICES EXHIBIT Included Services Exclusions Help Desk 1. 24x7x365 Support 2. Email Support 3. Phone Support Laptop/PC Troubleshooting Support 1. Email client issues 2. Ticket escalations for phone issues 3. Ticket escalations to non-Microsoft applications/products 4. Inability to power on 5. Slow PC Issues 6. Microsoft Office Issues 7. Resolution of minor application issues a. Escalation of complex issues or outages to senior engineering or subject matter experts 8. Printer/Scanner connectivity 9. O365 Spam Settings 10. Basic Provisioning (Distribution groups, permissions, shared mailboxes) Laptop/PC Technical Support 1. Anti-Virus management (Laptop/PC) 2. PC/Laptop monthly patching 3. Device health monitoring 4. Remote device management 5. Windows 10 version upgrades for Laptop/PC (Eg. Windows 10 version 1809 to Windows 10 version 2004) 6. Incident Response 7. Hardware Inventory 8. Software Inventory 1. Next version upgrades are not included (Eg. Windows 10 to Windows 11) Laptop/PC Procurement Services DocuSign Envelope ID: FBA7BE9B-89D5-47CA-B0C8-7E467367CE4CDocuSign Envelope ID: E17110BA-9D5B-47C7-9E8F-669BC8F8D7D2 17 ENGINEERING SERVICES: SERVER SUPPORT EXHIBIT Included Services Exclusions Server Monitoring and Management 1. 24x7x 365 Server monitoring and response. Server Troubleshooting 1. Troubleshooting/Remediation of server Operating System performance issues 2. Troubleshooting/Remediation of Operating System Patching related issues 3. Coordinating core application related issues with 3rd party providers 4. Hardware issues and firmware updates. 5. Troubleshooting/Remediation Active Directory issues 6. Troubleshooting/Remediation of Hyper-Visor issues 7. Change management 1. Schedule 2. Change step 3. Roll back steps 4. Testing Server Operating System patching on monthly basis or as needed in case of an urgent vulnerability Backups (Email, One Drive, SharePoint, Servers) Setup and licensing Infrastructure Documentation ENGINEERING SERVICES: NETWORK SUPPORT EXHIBIT Included Services Exclusions Monitoring and management 1. 24x7x 365 Network device Monitoring 2. 24 x 7 x 365 Data Center Network Monitoring 3. After-hours response to critical outages and incidents 4. Minor Configuration changes Network device management 1. Firewalls 2. Switches 3. WAPs Network troubleshooting 1. Troubleshooting/Remediation of network related issues 2. Troubleshooting network performance related issues 3. Hardware issues Firmware upgrades Secured Encrypted VPN Management Setup and license DocuSign Envelope ID: FBA7BE9B-89D5-47CA-B0C8-7E467367CE4CDocuSign Envelope ID: E17110BA-9D5B-47C7-9E8F-669BC8F8D7D2 18 ENGINEERING SERVICES: CLOUD HOSTED SERVICES SUPPORT EXHIBIT Included Services Exclusions O365 1. Office 365 Support 2. Troubleshooting and remediation of related issues Minor configuration changes Azure 1. Azure VM Support 2. Troubleshooting and remediation of Azure VMs 3. Minor configuration changes 4. Azure Active Directory Support MUNIS 1. VPN Connection to the vendor only ONSITE SUPPORT EXHIBIT In conjunction with the remote technical staff located at Acorn’s headquarters, Acorn will provide one technician to work at the Client’s location, 30940 Hawthorne Blvd., City of Rancho Palos Verdes, delivering service to users as needed at all City locations. Acorn will provide an on-site resource for a minimum of 32 and up to 40 hours per week, 52 weeks a year, except for recognized City holidays or when the City Hall is closed for the holiday break. The detailed schedule will be agreed upon by both Acorn and the City, but it shall be no less than the required 32 hours per week. The City’s normal business hours are 7:30 am to 5:30 pm, but onsite IT services are also required at City Council and Planning Commission meetings Tuesday evenings until 8:00 p.m. On occasion, additional City Council or special public meetings (budget workshops, CIP workshops, etc.) are scheduled at Hesse throughout the year which will require IT setup and support. The Client will provide notice to the IT Service Provider when such is scheduled to take place. The schedule of the onsite resource can be adjusted as needed to prevent the need for overtime. On-site services will be provided on a mutually agreed schedule and any substitution due to the unavailability of the regularly assigned person will be a person of equal or better training and experience and knowledgeable of the Client’s environment. The presence of the onsite resources, especially on the days of public meetings is critical to Client’s operations and the provider will ensure that the contractual coverage requirements have been met. This onsite technician will maintain an IT work program that establishes priorities and balances the needs of all City Departments. The main responsibility of the onsite technician will be to take care of tickets and support requests by the RPV staff, but he or she could also be utilized as a resource in IT projects where tasks to be performed align with the technician’s skill level and when it does not interfere with the regular day to day priorities (e.g. work on gradually deploying new computers). DocuSign Envelope ID: FBA7BE9B-89D5-47CA-B0C8-7E467367CE4CDocuSign Envelope ID: E17110BA-9D5B-47C7-9E8F-669BC8F8D7D2 19 ADDITIONAL EXCLUSIONS EXHIBIT The services listed below are not included as part of the Services but can be performed by the Provider in the Provider’s sole discretion pursuant to Section 4.2 of the Master Services Agreement: - Services performed on equipment other than Covered Components; - Services made necessary by accident, fire, water, natural disasters, vandalism, burglary, alterations or deviations from manufacturer’s design, or failure of non- Covered Components if adversely affecting and connected to Covered Components; - Services required to recover from a ransomware attack; Services related to relocation of Covered Components; Services related to the installation of any major release upgrades; - Services and repairs made necessary by the alteration or modification of Covered Components other than those authorized by Provider in writing, including alterations, software installations or modifications of Covered Components made by Client’s employees or anyone other than Provider; - Services related to the installation of any form of engineering change, enhancement model conversion, or other requested non-covered service; Services to correct preexisting conditions unless performed previously by Provider (e.g., misconfigured firewall, failed backups, etc.); Cost of any parts, equipment or shipping charges; - Training services, of any kind; - Services for the phone system, provided that Provider will coordinate phone-related requests with Client’s telecom provider, if applicable; - Fax machine support, provided that Provider will coordinate fax machine requests with Client’s managed print service provider, if applicable; - Printer or output devices support, except for network connectivity, drivers, access, and permissions provided that Provider will coordinate printer machine requests with Client’s managed print service provider, if applicable; - Client’s and Client’s employees’ home computers, printers, scanners, Wi-Fi and ISP circuit(s); - Provider will only provide only best-effort [1 hour maximum] support for operating systems that are no longer supported by manufacturer. DocuSign Envelope ID: FBA7BE9B-89D5-47CA-B0C8-7E467367CE4CDocuSign Envelope ID: E17110BA-9D5B-47C7-9E8F-669BC8F8D7D2 20 COVERED COMPONENTS EXHIBIT The Services shall apply to the following Covered Components, being all of Client’s Covered Components that are: • Within the total number of Covered Components List by Client below; • Are located at any of the designated Covered Locations listed on the Covered Locations Exhibit; • Are covered under a currently active vendor support contract with readily available replaceable parts; and Use software that is genuine, currently licensed and vendor-supported. At the request of Client, hardware and/or software not meeting these requirements will be serviced by Provider on a best faith effort (maximum 1 hour of troubleshooting service) without guarantee of outcome. Remediation beyond best faith effort will be billed at the prevailing rate. Provider may make recommendations for replacement. NUMBER OF COVERED COMPONENTS LIST Combination of Workstations, Desktops, Laptops: [Up to 145] Additional computers will increase the monthly rate by $70/computer Tablets: [Up to 20] Additional tablets will increase the monthly rate by $30/tablet Mobile Device – Basic device setup and business app troubleshooting Combination of Physical and Virtual Servers: [Up to 34] Additional Servers will increase monthly rate by $250/server Network Devices Including Routers, Switches and Wireless Access Points: [Up to 5 Firewalls], [Up to 19 Switches], [Up to 16 Wireless Access Points]. Additional Network Devices will increase monthly rate by: • Router/Firewall: $125 • Managed Switch: $50 • Wireless Access Point: $25 DocuSign Envelope ID: FBA7BE9B-89D5-47CA-B0C8-7E467367CE4CDocuSign Envelope ID: E17110BA-9D5B-47C7-9E8F-669BC8F8D7D2 21 COVERED LOCATIONS EXHIBIT COVERED LOCATIONS LIST 1. City Hall Campus - 30940 Hawthorne Blvd., Rancho Palos Verdes 2. Ryan Park 3. Hesse Park 4. PVIC 5. Eastview Park 6. Abalone Park 7. Ladera Linda Park Additional add-on locations will increase the monthly rate by $300/month. DocuSign Envelope ID: FBA7BE9B-89D5-47CA-B0C8-7E467367CE4CDocuSign Envelope ID: E17110BA-9D5B-47C7-9E8F-669BC8F8D7D2 22 SCHEDULE B SERVICE LEVEL AGREEMENT The parties agree that this Service Level Agreement is subject to and controlled by the terms of the Master Services Agreement (the “Agreement”) by and between Provider and Client. In the event of a conflict between this Service Level Agreement and the Agreement, the terms of the Agreement shall prevail and control. All capitalized terms not defined in this Service Level Agreement have the meanings given to such terms in the Agreement. 1. PRIORITY LEVEL AND INCIDENT HANDLING NOTIFICATION PROCEDURES Restoration expectations serve as guidelines for operations personnel in the troubleshooting and resolution of user impacting issues and do not constitute a binding timetable for resolution. Issue Type Response SLA P1 - Critical - Major outage impacting all users - Business critical application are down and impacting all users Significant revenue loss, legal implication, virus attack or reputational impact 15 Minutes Updates every hour or as agreed upon by the Incident Management Team and the City P2 - High - Outage impacting most of the users but not all of the users - Business critical application down but not impacting all users 15 Minutes Updates every 2 hours or as agreed upon by the Incident Management Team and the City P3 - Normal - Single user impact - Business application e.g. ERP, Office, Email, Internet outage etc. 30 minutes P4 - Low - Single user impact Non business applications e.g. Adobe, PDF etc. 30 minutes P5 - Scheduled - Scheduled tasks 30 minutes For all above Issue Types, dependencies upon third-party Vendors may affect Response SLA times. For example, if email is hosted with Microsoft O365 and is down, the time it takes for Microsoft to respond and fix an issue will not be counted against Provider’s Response SLA time. 2. SCHEDULE AND EMERGENCY MAINTENANCE Provider will use commercially reasonable efforts to provide Client with no less than seventy-two (72) hours advanced notification of scheduled maintenance and/or upgrades that directly and adversely impact the Client. Provider agrees that standard DocuSign Envelope ID: FBA7BE9B-89D5-47CA-B0C8-7E467367CE4CDocuSign Envelope ID: E17110BA-9D5B-47C7-9E8F-669BC8F8D7D2 23 maintenance on the systems, network and applications may be conducted without any prior notice, provided that the maintenance does not have a direct impact on the Client. Provider will ensure that any maintenance conducted will follow mutually agreed upon change control procedures, including but not limited to such safeguards as pre-testing and qualification of upgrades and new applications, creating backup tapes, availability of reversal and restoration procedures, and the maintenance of change logs for the purpose of future troubleshooting and system analysis. Provider agrees to perform all regular maintenance during a regularly designated period of time selected to minimize the impact to the Client. Emergency maintenance is defined as maintenance that must be performed immediately, regardless of time of day. Examples of emergency maintenance situations from the past include: emergency carrier IOS maintenance shutting down circuits for three (3) minutes and emergency software hot fix from Microsoft for Exchange shutting down email for three (3) minutes. Downtime or other outages resulting from maintenance, whether regular or emergency, does not count against the service availability service level set forth in Section 2, above. 3. IMPACT OF USER AND EQUIPMENT ADDITIONS Client shall notify Provider promptly upon installing any additional equipment at any of Client’s Covered Locations that is not listed as a Covered Component on the SOW (“Additional Equipment”). If any Additional Equipment is pre-owned equipment, Client represents and warrants to Provider that, except for pre-existing conditions disclosed to Provider prior to Additional Equipment being covered by this Agreement, all of the Additional Equipment will be in good working order on the date coverage begins. Provider is entitled to a physical assessment of the Additional Equipment to determine whether it is in working order prior to it being covered by this Agreement. In the event any Additional Equipment does not meet manufacturer’s specifications or is faulty, in Provider’s sole discretion, Client may choose to have equipment repaired at Provider’s prevailing time and materials rates. Upon completion of time and materials service, the Additional Equipment will be added as a Covered Component on the applicable SOW. 4. OTHER SERVICES AVAILABLE AS REQUESTED Services beyond the scope of the Master Services Agreement are available to Client on a time and materials basis in Provider’s sole discretion. A separate SOW will be developed to define the scope and cost estimates. Provider’s prevailing time and materials rates shall apply to Services which: (a) are not specifically set forth in the Master Services Agreement or the SOW; (b) are performed on equipment other than the Covered Components set forth in the SOW; and (c) represent remedial or repair services to Covered Components as a result of the following: (i) damage caused by water, wind, lightning, accident, vandalism or burglary; (ii) neglect or misuse; alterations, deviations from manufacturer’s design; (iii) acts of non-Provider independent contractors or DocuSign Envelope ID: FBA7BE9B-89D5-47CA-B0C8-7E467367CE4CDocuSign Envelope ID: E17110BA-9D5B-47C7-9E8F-669BC8F8D7D2 24 representatives; (iv) transportation or relocation of Covered Components; (v) the failure of unknown components adversely affecting and connected to Covered Components. 5. RESPONSIBILITY OF CLIENT 5.1 Client shall promptly notify Provider of any Covered Component failure. Client shall allow Provider, or its Contractors, access to all Covered Components. 5.2 Client shall notify Provider and its Contractors of any potential safety or health hazards that may exist at the site, as well as any recommended safety procedures to be followed while at the site. 5.3 Client shall maintain Client site conditions within the environmental range of all system devices and media as specified by the manufacturer of Covered Components including but not limited to temperature requirements. 5.4 Client agrees to develop and implement a Backup Disaster Recovery Plan. Whereas, the Provider agrees to oversee, maintain and test the Backup Disaster Recovery Plan, the Client agrees to adopt Provider’s reasonable recommendation for the Backup Disaster Recovery Plan. Client agrees to keep Backup Disaster Recovery Plan in good standing with Backup Disaster Recovery Plan vendor. 5.5 Client will not perform maintenance or administration tasks on supported systems without notifying the Provider. Client agrees to be responsible for time and materials at the prevailing rate for repairs, if it can be reasonably shown, in Provider’s sole discretion, that Client’s actions caused the damage. 5.6 Client agrees to purchase and keep current licenses and support and maintenance contracts for all line-of-business applications, critical servers, workstations, firewalls, printers, phone systems and other devices necessary in the day- to-day operation of the business. 5.7 Client represents and warrants to Provider that the Covered Components listed on the SOW represents all network equipment of the Client. Additionally, to the best of Client’s knowledge, there are no preexisting conditions, not previously described to Provider in connection with the Covered Components. 5.8 Client agrees to inform Provider of any system additions or reductions within two (2) weeks of the change. Client agrees to setup expectations with its employees that Provider will not support or be held accountable for IT infrastructure at Client’s employees’ residence. 6. LINE OF BUSINESS APPLICATIONS Provider will provide basic support for Client’s line of business applications and will escalate and coordinate all non-network and non-desktop related issues with line of business application vendor. DocuSign Envelope ID: FBA7BE9B-89D5-47CA-B0C8-7E467367CE4CDocuSign Envelope ID: E17110BA-9D5B-47C7-9E8F-669BC8F8D7D2 25 7. RELOCATION OF EQUIPMENT Client will notify Provider of any proposed relocation of a Covered Component(s) to a new site at least sixty (60) days in advance of the relocation. Provider will determine, in its sole discretion, whether the Covered Component(s) may be serviced by Provider in the new location. Response time and service charges may be adjusted by Provider based on the new location. In the event the Covered Component(s) at the new location requires Provider to reassign service providers to service the Covered Component, then such Covered Component(s) shall be excluded from coverage under this Agreement beginning on the date of its relocation and an amendment to the SOW for service of such Covered Component(s) at the new location shall be negotiated by the parties. 8. FEES FOR APPLICABLE SERVICES 8.1 Monthly Services Fee. The Monthly Services Fees consists of (i) a base managed services price based on Client specific variables including the number of assets and type/volume of Covered Components; and (ii) an incremental fee per month for additional Covered Component(s). Additionally, an addition of a Covered Location will result in an increase to the Fee. DocuSign Envelope ID: FBA7BE9B-89D5-47CA-B0C8-7E467367CE4CDocuSign Envelope ID: E17110BA-9D5B-47C7-9E8F-669BC8F8D7D2 26 SCHEDULE B1 INCLUDED SERVICES/PROJECTS The following projects/services will be included in this Agreement at no additional cost: Included Projects / Services Onboarding General Support for Cisco/Polycom Phone System SCHEDULE C FEES Managed Services (Recurring Monthly) Product Qua. Price Subtotal Managed IT Services: 1 $14,550 $14,550 Prevailing Rates For Project Work Product Price Tier 1 $100 Tier 2 $125 Tier 3 $150 Project Manager $175 Acorn will adjust the above rates annually on July 1 by no more than the percentage change in the published Consumer Price Index (CIP-U) in the Los Angeles-Riverside-Orange County geographical area for the preceding twelve (12) month period measured Mach to March. DocuSign Envelope ID: FBA7BE9B-89D5-47CA-B0C8-7E467367CE4CDocuSign Envelope ID: E17110BA-9D5B-47C7-9E8F-669BC8F8D7D2 Certificate Of Completion Envelope Id: E17110BA9D5B47C79E8F669BC8F8D7D2 Status: Completed Subject: Acorn Contract Source Envelope: FBA7BE9B89D547CAB0C87E467367CE4C Document Pages: 26 Signatures: 0 Envelope Originator: Certificate Pages: 4 Initials: 0 Lukasz Buchwald AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 30940 Hawthorne Blvd. Rancho Palos Verdes, CA 90275 lbuchwald@rpvca.gov IP Address: 72.34.97.146 Record Tracking Status: Original 8/7/2023 4:38:19 PM Holder: Lukasz Buchwald lbuchwald@rpvca.gov Location: DocuSign Signer Events Signature Timestamp In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp City Clerk cityclerk@rpvca.gov Security Level: Email, Account Authentication (None) Sent: 8/7/2023 4:39:12 PM Viewed: 8/7/2023 4:39:35 PM Electronic Record and Signature Disclosure: Accepted: 2/1/2023 3:10:58 PM ID: 505eed45-7ed0-4db8-aae6-ef6eedfef03d Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 8/7/2023 4:39:12 PM Certified Delivered Security Checked 8/7/2023 4:39:12 PM Signing Complete Security Checked 8/7/2023 4:39:12 PM Completed Security Checked 8/7/2023 4:39:12 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Rancho Palos Verdes (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronicall y through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made av ailable electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. 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All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 6/15/2021 5:55:39 PM Parties agreed to: City Clerk Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact City of Rancho Palos Verdes: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: terit@rpvca.gov To advise City of Rancho Palos Verdes of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at terit@rpvca.gov and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address. 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We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide- signing-system-requirements. Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that:  You can access and read this Electronic Record and Signature Disclosure; and  You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and  Until or unless you notify City of Rancho Palos Verdes as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by City of Rancho Palos Verdes during the course of your relationship with City of Rancho Palos Verdes.